Torsten Pilz
GXO LogisticsAbout Torsten Pilz
Age 59; independent director nominee at GXO, expected to be elected at the May 13, 2025 Annual Meeting. He was Honeywell International’s Senior Vice President and Chief Supply Chain Officer (Jul 2018–May 2025 appointment to 3M), previously VP Supply Chain at SpaceX (Jan 2017–Jul 2018) and VP Worldwide Operations at Amazon (Oct 2013–Jan 2017). Pilz will become Group President, Enterprise Supply Chain at 3M Company effective May 2025. He holds BS, MS, and Ph.D. degrees in chemical engineering from Karlsruhe Institute of Technology. The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International (HON) | Senior Vice President & Chief Supply Chain Officer | Jul 2018–May 2025 (through appointment to 3M) | Oversaw integrated supply chain, procurement, plant efficiency, working capital, quality and delivery improvements |
| SpaceX | Vice President, Supply Chain | Jan 2017–Jul 2018 | Led planning, purchasing, materials management, logistics; supported Falcon/Falcon Heavy, Dragon, satellite program; built/developed team for dozens of launches per year |
| Amazon.com | Vice President, Worldwide Operations | Oct 2013–Jan 2017 | Global operations leadership across omnichannel logistics and fulfillment |
| Henkel AG & Co. / Schwarzkopf & Henkel Production Europe GmbH | Senior Vice President, Global Operations; CEO (Production Europe) | ~8 years (prior to 2013) | Senior operations leadership in Europe across manufacturing network |
| Strategy& (PwC) | Consultant | Prior period | Strategy and operations advisory |
| Clariant AG | Role not specified | Prior period | Chemical industry operations experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| 3M Company (MMM) | Group President, Enterprise Supply Chain | Effective May 2025 | Senior operating executive role (not a board directorship) |
Board Governance
- Committee assignments (pending election): Chair, Operational Excellence Committee (OEC); members expected alongside Cooper, Nemeth, Wilkin. OEC becomes effective at the Annual Meeting.
- Independence: Board determined all director nominees (excluding CEO Wilson) satisfy NYSE independence; for Pilz, ordinary-course transactions with entities where he serves as an executive were analyzed and did not trigger Item 404(a) related-party disclosure.
- Attendance norms: Board held 11 meetings in 2024; every current director attended >80% of Board meetings and >90% of their committee meetings. Pilz is a 2025 nominee, so 2024 attendance does not apply.
- OEC mandate: Reviews strategies and objectives on quality/service, efficiency, cost control, safety, environmental compliance, technological innovation; reviews KPIs and achievements versus objectives.
Fixed Compensation
| Component | Amount/Structure | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | 2024 program | Paid quarterly in arrears |
| Equity retainer (time-based RSUs) | $190,000 grant-date value | 2024 program | RSUs are time-based; grant date moved to annual meeting from 2024 onward |
| Total 2024 director equity grant-date fair value example | $269,294 | 2024 | Illustrative total including timing transition grant; RSUs time-based |
| Committee chair fees | Audit $25,000; Compensation $20,000; NCGS $20,000 | 2024 | Paid quarterly |
| Operational Excellence Committee chair fee | $20,000 | Effective May 13, 2025 | Applies to OEC chair role (Pilz) |
| Meeting fees | None | Ongoing | No per-meeting fees; expenses reimbursed |
- Director stock ownership guidelines: Non-employee directors must hold at least 6x annual cash retainer; until met, must retain 70% of net shares from equity awards; compliance required within 5 years from appointment. As of the proxy date, all non-employee directors are in compliance (Pilz will be subject to these guidelines upon election).
Performance Compensation
| Item | Detail | Notes |
|---|---|---|
| Performance-linked director pay | None disclosed | GXO director compensation uses time-based RSUs; no performance metrics or options disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board memberships; biography lists operating roles at Honeywell and 3M (management positions, not board directorships) |
Expertise & Qualifications
- Deep supply chain, operations, procurement, and manufacturing expertise across multinational environments (Honeywell, SpaceX, Amazon, Henkel).
- European market exposure and global leadership experience relevant to GXO’s core geographies.
- Advanced technical credentials (Ph.D. in chemical engineering, Karlsruhe Institute of Technology).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Torsten Pilz (Director Nominee) | — | <1% (*) | Not applicable (no GXO awards disclosed) | No pledging/hedging disclosed; policy prohibits pledging or hedging without preclearance |
(*) Less than 1% as shown in Security Ownership table.
Governance Assessment
- Positive signals:
- Independence affirmed; any ordinary-course relationships were reviewed and did not necessitate Item 404(a) related-party disclosure.
- Appointment as Chair of newly formed Operational Excellence Committee aligns his operating expertise with board oversight of KPIs on quality, efficiency, cost control, safety, and innovation.
- Strong governance framework at GXO: majority-independent board and committees; annual evaluations; majority voting; robust insider trading and clawback policies.
- Potential risk indicators:
- Zero beneficial ownership at Record Date suggests initial alignment is via retainer RSUs and guideline ramp-up; the 6x retainer stock ownership guideline mitigates over a 5-year compliance period.
- Senior operating role at 3M may create counterpart exposure; board noted ordinary-course transactions and maintained independence, but continued monitoring via Audit Committee related-party review remains prudent.
Related-party transactions: GXO disclosed no transactions >$120,000 since Jan 1, 2024 involving directors, officers, 5% holders, or their immediate family members.