Todd Cooper
GXO LogisticsAbout Todd Cooper
Todd Cooper, age 55, is President, Advanced Technology Solutions at Celestica Inc. and is a 2025 director nominee at GXO; if elected, he will serve as an independent director with expected committee leadership and membership roles aligned to his operations and supply chain expertise . He previously served as Celestica’s COO (2018–2022), led supply chain and value creation at KKR, held sourcing leadership at Honeywell Aerospace, earlier roles at Storage Technology and McKinsey, and served as a Captain in the U.S. Army; education includes a B.S. in Engineering (West Point), M.S. in Mechanical Engineering (MIT), and MBA (MIT Sloan) . GXO’s Board has determined all director nominees (except the CEO) satisfy NYSE independence standards; all nominees are independent in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celestica Inc. | Chief Operating Officer | Jan 2018–Jan 2022 | Drove operational and supply chain excellence, quality and technology innovation; led operations, supply chain, quality, GBS and IT |
| KKR & Co. L.P. | Leader, supply chain/procurement/logistics/sustainability value creation | Not disclosed | Led value creation initiatives across portfolio |
| Honeywell Aerospace | Vice President, Global Sourcing | Not disclosed | Led global sourcing within Aerospace division |
| Storage Technology Corporation | Management roles | Not disclosed | Operations/management roles |
| McKinsey & Company | Management roles | Not disclosed | Advisory/consulting roles |
| U.S. Army | Captain | Not disclosed | Leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celestica Inc. (NYSE: CLS) | President, Advanced Technology Solutions | Jan 2022–present | Oversees aerospace/defense, capital equipment, healthtech, industrial, smart energy |
| Other public company boards | None | N/A | No other public directorships |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director nominee; Board determined nominees (except CEO) are independent under NYSE and GXO guidelines |
| Committee assignments (pending election at Annual Meeting) | Compensation Committee – Chair; Audit Committee – Member; Operational Excellence Committee – Member |
| Board refresh | Five new nominees in 2025 to add supply chain expertise |
| Attendance baseline (Board in 2024) | Board held 11 meetings; each current director attended >80% of Board and >90% of assigned committees; all directors invited to committee meetings |
| Executive sessions | Lead independent director presides; at least annually without management present |
Fixed Compensation (Director Program)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee director) | $80,000, payable quarterly in arrears |
| Equity retainer | Time‑based RSUs with grant date fair value $190,000; number of units set by average closing price over 10 trading days prior to annual grant date (granted at Annual Meeting) |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating/CG&S $20,000; Operational Excellence Committee Chair $20,000 (effective May 13, 2025) |
| Leadership stipends | Vice Chair $25,000 (position terminated effective Annual Meeting); Lead Independent Director $25,000 |
| Meeting fees | None; no per‑meeting fees; expenses reimbursed |
| Non‑executive chairman supplement | Additional $100,000 cash and $50,000 RSUs starting Q1 2025 (not applicable to Cooper) |
Performance Compensation
| Item | Details |
|---|---|
| Performance‑linked director pay | Not applicable; directors receive time‑based RSUs (no PSU/TSPR metrics for director awards) |
| RSU mechanics | Time‑based vesting; units determined by average closing price over 10 trading days prior to grant date; retention rules apply under ownership policy |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| None | N/A | No other public company boards disclosed |
| Context: compensation peer group | Celestica Inc. is in GXO’s executive compensation peer group used by the Compensation Committee; Board uses independent consultant (F.W. Cook) and affirmed committee independence |
Expertise & Qualifications
| Dimension | Details |
|---|---|
| Supply chain/operations | 25+ years in operations leadership; ATS portfolio at Celestica; prior COO; sourcing leadership at Honeywell; value creation at KKR |
| Education | B.S. Engineering (U.S. Military Academy – West Point); M.S. Mechanical Engineering (MIT); MBA (MIT Sloan) |
| Technology/industrial | Experience across aerospace/defense, capital equipment, healthtech, industrial, smart energy |
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Record Date: Apr 1, 2025) | None reported for Todd Cooper |
| Ownership as % of outstanding | Less than 1% |
| Vested vs. unvested | Not disclosed (no holdings reported as of Record Date) |
| Pledging/hedging policy | Prohibited without preclearance; insider trading policy enforces blackout periods and pre‑clearance for directors |
| Director stock ownership guideline | 6x annual cash retainer; 70% net shares retention until met; five‑year compliance window; applies to non‑employee directors |
Governance Assessment
- Strengths: Independent nominee with deep global operations and supply chain expertise; positioned to chair Compensation Committee and serve on Audit and Operational Excellence, enhancing board effectiveness in pay governance, financial oversight and operational KPIs . Board structure emphasizes independence (8/9 independent), robust refreshment, majority voting, annual evaluations, and high attendance—supportive of investor confidence .
- Compensation governance: Committee retains independent consultant (F.W. Cook); strong framework with stock ownership guidelines, clawback policy, no option repricing/discounts, and prohibitions on pledging/hedging without preclearance; 2024 say‑on‑pay approval ~90% indicates shareholder support .
- Watchpoints: Cooper’s employment at Celestica while chairing GXO’s Compensation Committee intersects with a peer group that includes Celestica—requires transparent governance, rigorous conflict management and potential recusal protocols when relevant; Board has affirmed Compensation Committee independence under NYSE standards . As of the Record Date, Cooper had no reported GXO share ownership; alignment will build via RSU grants and policy‑driven retention over the five‑year guideline period .
- Conflicts/related‑party: GXO reports no related‑party transactions >$120,000 since Jan 1, 2024; independence reviews noted ordinary‑course relationships for other directors, not for Cooper .