Marlene Colucci

About Marlene Colucci

Marlene Colucci (age 62) is an independent director of GXO and has served as vice chair since August 2, 2021; she is expected to become Lead Independent Director following the 2025 Annual Meeting. She is CEO of The Business Council (since July 2013), holds a JD from Georgetown University Law Center, and brings two decades of public policy experience (White House Special Assistant for Domestic Policy, U.S. Department of Labor) and senior legal practice at Akin Gump Strauss Hauer & Feld LLP. Director since 2021; independence affirmed by the Board under NYSE standards.

Past Roles

External Roles

Board Governance

• Independence: GXO Board affirmatively determined Colucci is independent under NYSE rules; Audit, Compensation, and Nominating committees composed entirely of independent directors.
• Roles and committees: Member, Compensation Committee; Member, Nominating, Corporate Governance and Sustainability Committee. Expected post-2025 Annual Meeting: continues on both; Board established an Operational Excellence Committee (OEC) effective at the meeting (Colucci not listed as OEC member).
• Leadership: Vice Chair role ends at the 2025 Annual Meeting; expected to serve as Lead Independent Director thereafter, presiding over executive sessions and balancing Board leadership.
• Attendance and engagement: Board held 11 meetings in 2024; each current director attended >80% of Board meetings and >90% of committee meetings; all directors attended the 2024 Annual Meeting.
• Shareholder support: 2025 re‑election vote support for Colucci: For 88,037,186; Against 11,283,521; Abstentions 95,557; indicating strong investor confidence.

Fixed Compensation

• Stock ownership guidelines: Non‑employee directors must hold 6× annual cash retainer; 70% net shares retention until met; all directors in compliance as of proxy date.
• No meeting fees; expenses reimbursed; no options granted to directors.

Performance Compensation

• Structure: GXO uses time‑based RSUs for directors; no performance‑based equity (no PSUs or options) or cash performance bonuses for directors; RSUs vest on time schedules.
• Vesting and holdings (Colucci):
  • RSUs held (12/31/2024): 4,899 units.
  • Unvested RSUs scheduled to vest: 3,617 units vest on May 13, 2025.

No director performance metrics apply; all director equity grants are time‑based with ownership retention requirements.

Other Directorships & Interlocks

• Compensation Committee interlocks: None; committee members (including Colucci) were not company officers; no reciprocal board/comp committee cross‑service by GXO executives at other companies.

Expertise & Qualifications

• Public policy leadership (labor, transportation, postal reform), government experience, and legal expertise (Akin Gump senior counsel).
• Corporate governance, human resources oversight, sustainability oversight via Nominating, Corporate Governance and Sustainability Committee.
• Brings governance and operations perspectives from leading premier CEO association (The Business Council).

Equity Ownership

• Hedging/pledging: GXO policy prohibits pledging/hedging of company stock without preclearance; insider trading policy and blackout procedures apply to directors.
• Ownership guideline compliance: Directors in compliance as of proxy date; retention requirement in place until guideline met.

Compensation Committee Analysis (context for governance quality)

• 2024 Compensation Committee: Chair Dr. Jason Papastavrou; Members Colucci and Joli Gross; seven meetings plus one unanimous written consent; independent consultant F.W. Cook retained; committee independence affirmed; no conflicts of interest.
• Committee oversight: Pay‑for‑performance philosophy; robust clawback policy; stock ownership/retention; no option repricing; no excise tax gross‑ups; engages with shareholders.

Say‑on‑Pay & Shareholder Feedback

• 2025 director elections: Colucci re‑elected with 88,037,186 For; 11,283,521 Against; 95,557 Abstentions; strong support despite board refresh.

Related Party Transactions (Conflict Screening)

• GXO disclosed no related‑party transactions >$120,000 since Jan 1, 2024 involving directors, executives, 5% holders, or immediate family members.
• Independence review included analysis of non‑Item 404 relationships; for certain other directors, ordinary‑course transactions noted; no such disclosure for Colucci.

Governance Assessment

• Strengths:

  • Independence and expected elevation to Lead Independent Director enhance counterbalance to Chairman and management.
  • High attendance and committee engagement support board effectiveness.
  • Director compensation aligned with market: modest cash; majority equity via time‑based RSUs; robust stock ownership policy and retention.
  • Strong investor support in director election and say‑on‑pay.

• Watch items:

  • Interlocks with QXO leadership could create perceived alignment risks; monitor for related‑party transactions or undue influence (none disclosed; independence affirmed).
  • Transition in board leadership (vice chair role terminated; new OEC committee) warrants monitoring of committee effectiveness and oversight continuity.

• Red Flags:

  • None disclosed regarding related‑party transactions, low attendance, hedging/pledging, or pay anomalies for directors.