Matthew Fassler - Director | GXO Logistics (GXO) Executive Profile & Compensation

About Matthew Fassler

Matthew Fassler (age 54) has served on GXO’s Board since October 11, 2023 and has been classified as an independent director since 2024. He is Chief Strategy Officer of QXO, Inc., and previously served as Chief Strategy Officer of XPO, Inc. (2018–2022) after more than two decades at Goldman Sachs in Global Investment Research, including senior leadership roles covering consumer and retail; he holds a BA from Yale University . He is a member of GXO’s Audit Committee (appointed October 2024; expected to continue post-2025 annual meeting) . GXO’s Board has affirmatively determined that all directors other than the CEO are independent under NYSE standards, which includes Mr. Fassler .

Past Roles

Organization	Role	Tenure	Committees/Impact
QXO, Inc.	Chief Strategy Officer	Current	Oversees corporate strategy; leverages expertise in market dynamics across e-commerce and consumer sectors .
XPO, Inc.	Chief Strategy Officer	2018–2022	Oversaw corporate strategy, capital structure, investor relations, and growth analysis .
Goldman Sachs	Managing Director; Business Unit Leader (Consumer); Co-BU Leader (Retail)	1992–2018 (senior roles 2004–2018)	Led sector research franchises; extensive consumer/retail market experience .

External Roles

Organization	Role	Public Company Board?	Notes
QXO, Inc.	Chief Strategy Officer	No	Management role; QXO CEO Brad Jacobs is also GXO non-executive chairman; Colucci serves on QXO board and GXO board .
Other public company boards	—	None	GXO proxy lists no other public company directorships for Mr. Fassler .

Board Governance

Attribute	Detail
Committee memberships	Audit Committee member (appointed Oct 2024); expected Audit Committee composition post-Annual Meeting: Chair Wismans; members Cooper, Fassler, Papastavrou .
Chair roles	None disclosed for Mr. Fassler .
Independence	Independent director since 2024; Board affirmed independence of all directors except CEO under NYSE standards .
Attendance	Board met 11 times in 2024; each current director attended >80% of Board meetings and >90% of committee meetings; all directors attended the 2024 Annual Meeting .
Lead Independent Director	Shaffer served as LID since Aug 2, 2021; expected post-Annual Meeting that Colucci will serve as LID; executive sessions of independent directors occur at least annually .
Related-party oversight	Audit Committee oversees related-party transactions and compliance with the Code of Business Ethics .
Committee refresh	Board periodically reconstitutes committees/chairs; five new nominees stand for election in 2025 .

Fixed Compensation

Component (2024)	Amount	Notes
Fees earned in cash	$77,826	Paid in arrears; reflects 2024 service timing; no meeting fees .
Stock awards (RSUs, grant-date fair value)	$269,294	2024 director RSUs granted Jan 2, 2024 ($79,167, 5/12 of annual) and May 21, 2024 ($190,000 annual equity retainer); valuation per 10-day average closing price .
Total	$347,120	Sum of cash and stock awards .
Program terms	$80,000 annual cash retainer; no meeting fees; Chair fees: Audit $25,000, Compensation $20,000, NCGS $20,000; Lead Independent Director $25,000; Vice Chair $25,000 .

Performance Compensation

No performance-based director compensation disclosed; non-employee director equity is time-based RSUs, not PSUs with performance metrics .

Other Directorships & Interlocks

Person/Entity	Link to GXO Board	Interlock/Overlap	Governance note
Brad Jacobs (QXO CEO; XPO Executive Chairman)	GXO non-executive chairman	Chairs GXO; CEO of QXO where Fassler is CSO	Board affirms independence; Audit Committee oversees related-party matters; proxy states no related-party transactions >$120,000 since Jan 1, 2024 .
Marlene Colucci (QXO director)	GXO director; Vice Chair through Apr 17, 2025; expected LID post-Annual Meeting	Serves on QXO board and GXO board	Independence affirmed; ordinary-course transactions for certain directors were analyzed; none required Item 404 disclosure for Fassler .
Other public boards (Fassler)	None	—	No other public company directorships .

Expertise & Qualifications

Two decades in equity research leadership at Goldman Sachs and strategy leadership at XPO/QXO—deep consumer/e-commerce market expertise relevant to GXO’s end markets .
Audit Committee service; Board states Audit Committee members meet independence and financial literacy standards; designated financial expert roles are Shaffer (2024) and expected Wismans (post-Annual Meeting) .
BA from Yale University .

Equity Ownership

Item	Amount	Notes
Beneficial ownership (shares)	5,782	As of Record Date; less than 1% of outstanding shares .
Ownership % of outstanding	<1%	Reported as “*” (<1%) in proxy .
RSUs outstanding	4,899	As of Dec 31, 2024; time-based director RSUs .
Director ownership guidelines	6x annual cash retainer; 70% net shares retention until met; 5-year compliance window; all non-employee directors in compliance as of proxy date .
Hedging/pledging	Insider trading policy prohibits pledging/margin accounts without preclearance .

Governance Assessment

Strengths: Independent status; active Audit Committee role; strong attendance; robust governance infrastructure (lead independent director, majority voting, evaluations, clawback, insider trading/ownership policies) .
Alignment: Meaningful equity via RSUs; compliance with stringent director ownership guidelines (6x cash retainer; retention requirement) .
Potential perception risk: Overlapping leadership across GXO and QXO (Fassler as QXO CSO; Jacobs as QXO CEO and GXO chair; Colucci as QXO director and GXO director). Mitigants include Board independence determinations, Audit Committee oversight of related-party transactions, and explicit disclosure that no related-party transactions >$120,000 occurred since Jan 1, 2024 .
No red flags disclosed: No pledging/hedging without preclearance; no related-party transactions; compensation structure lacks meeting fees and includes standard RSU grants; Board refresh and committee rotations provide oversight continuity .