Richard Cawston

About Richard Cawston

Richard Cawston, 51, is GXO’s Chief Revenue Officer and President of Europe (since December 2023). He previously served as President of Europe at GXO from August 2021, and before that was President of XPO Logistics Europe – Supply Chain after joining XPO in 2015 via the Norbert Dentressangle acquisition, where he was Managing Director of the logistics division in the UK and Ireland . Company performance under the NEO team in 2024 included revenue of $11.7B, adjusted EBITDA of $815M, and free cash flow of $251M . The 2022 PSU cycle certified in March 2025 paid 94.5% aggregate, with rTSR at the 14th percentile (0% payout), cumulative organic revenue growth at 20.2% (86.4%), and adjusted EBITDA-to-FCF conversion at 41.3% (200%) . Say-on-pay support was 90% in 2024, signaling strong shareholder alignment with the program design .

Past Roles

Fixed Compensation

Performance Compensation

2024 Annual STI Scorecard and Outcome

Committee added Net New Business to emphasize future profitability and excluded Wincanton impacts from 2024 STI definitions .

2024 Long-Term Incentives (LTI) – Award Structure and Grants

Prior Cycle – 2022 PSUs (Performance Certified in Mar 2025)

Equity Ownership & Alignment

Beneficial Ownership and Outstanding Equity (as of Record Date / 12/31/2024)

Upcoming Vesting Schedules (Selected Grants)

Employment Terms

Contract and Role Basis

• Role: Chief Revenue Officer & President of Europe (new CRO role assumed Dec 2023) .
• Original offer/service agreements: President–Europe, base not less than £310,000, target bonus 100%, 2021 equity target $600,000; XPO options 75,000 subject to spin-off and vesting terms .
• Equity awards as CRO: 50% RSUs / 50% PSUs; 2024 total equity target $1,500,000 .

Severance and Change-of-Control Economics (as-if on 12/31/2024)

• Awards accelerate on change-of-control only if not assumed/substituted, or upon involuntary termination/Good Reason (“double trigger”) .
• Clawbacks: Misconduct, restrictive covenant breaches, cause; Dodd-Frank/NYSE-compliant mandatory recovery for restatements (3 fiscal years lookback) .
• Restrictive covenants: Comprehensive non-competition and related covenants for NEOs .
• Insider trading: Blackout periods, preclearance, and prohibitions on hedging and pledging without preclearance .

Compensation Structure Analysis

• Increased emphasis on variable pay: Cawston’s 2024 equity mix is 50% PSUs / 50% RSUs, aligning pay with long-term goals and retention . The company’s program emphasizes variable compensation and performance-based awards .
• STI discipline: Despite a 72.59% funded outcome for 2024, NEOs agreed to $0 payouts, a strong shareholder-friendly signal prioritizing “quality earnings” .
• Performance metric changes: Addition of Net New Business to STI and Operating ROIC modifier to PSUs increases focus on profitable growth and capital efficiency .
• Governance safeguards: No option repricing/discounted exercise prices; stock ownership guidelines and retention; clawbacks; no golden parachute excise tax gross-ups .

Equity Ownership & Alignment Signals

• Skin-in-the-game: 140,238 shares beneficially owned (<1% of outstanding), including 74,216 vested options; meaningful unvested RSUs/PSUs provide continued alignment and retention .
• Options economics: Option exercise price $64.91 vs the $43.50 year-end valuation reference used in tables indicates limited intrinsic value as of 12/31/2024; options expire 6/7/2031 with 12-month post-vest lock-ups .
• Ownership policy compliance: NEOs must hold 3x salary and retain 70% of net shares until met; all NEOs were compliant as of the Record Date .

Performance & Track Record

• 2024 enterprise performance milestones: $11.7B revenue; adjusted EBITDA $815M; $251M free cash flow .
• 2022 PSU outcomes: rTSR underperformed index (0% payout), but strong cash conversion (200%) and solid organic growth (86.4%) yielded 94.5% aggregate payout, evidencing operational execution amid market-relative TSR headwinds .
• Strategy updates: Sales pipeline >$2B (up 15% YoY) and expansion into UK/Germany and new verticals via M&A (Wincanton plc) underline growth execution underpinning revenue/EBITDA metrics .

Say-on-Pay & Shareholder Feedback

• 2024 advisory say-on-pay approval of 90% supports the Committee’s pay-for-performance design and recent metric refinements .

Investment Implications

• Pay-for-performance discipline: Zero 2024 STI payout despite funded score should be viewed as bullish governance for long-term value orientation and may reduce near-term “bonus-driven” turnover risk .
• Vesting calendar: Multiple RSU tranches in March/April 2025–2027 and 2022 PSUs vesting in January 2026 create potential selling windows; note 12-month lock-up constraints on options .
• Alignment and retention: Special PSUs tied to regional Accumulated Net New Business and Adjusted EBITA reinforce direct accountability for value creation in Cawston’s remit .
• TSR sensitivity: Prior-cycle rTSR underperformance (0% payout) highlights external market-relative pressure; stronger cash conversion and organic growth metrics partially mitigate execution risk .
• Governance risk mitigants: Ownership guidelines, clawbacks, non-compete covenants, and hedging/pledging prohibitions lower misalignment risks .

Overall, Cawston’s package is heavily tied to multi-year operational and growth outcomes with strict governance overlays; upcoming vesting schedules and metric designs suggest sustained alignment but also episodic liquidity considerations around vest dates .