Adrian Kingshott

About Adrian Kingshott

Adrian Kingshott, 65, is an independent director of RXO, serving since November 1, 2022. He is Managing Director at Spotlight Advisors (since September 2015), previously CEO of AdSon (2005–2021), and earlier co‑head of Goldman Sachs’ Global Leveraged Finance business, with subsequent roles as Managing Director and Portfolio Manager at Amaranth Advisors; he was an adjunct professor at Fordham’s Gabelli School of Business (2009–2023) and holds an MBA from Harvard Business School and a Master of Jurisprudence from Oxford University. He has no current other public company directorships.

Past Roles

External Roles

Board Governance

• Committee assignments (current): Chairman, Compensation Committee; Member, Nominating, Governance and Sustainability Committee (NGSC) .
• Prior committee assignments: Audit Committee member (2023); NGSC member (2023) .
• Independence status: Independent director since 2022 .
• Board structure: Non-Executive Chairman of the Board (Brad Jacobs); Kingshott serves as one of the independent directors .
• Board declassification: RXO plans to declassify the board so all directors stand for one-year terms by 2026 .

Shareholder voting support (2025 Annual Meeting):

Committee activity disclosure (context):

• 2023 Audit Committee met 5 times; NGSC met 2 times; Audit oversight includes related‑party transactions review .

Fixed Compensation

Director fee program (policy):

• Annual cash retainer: $80,000; annual time‑based RSUs: $190,000; additional annual retainers: Vice Chair $25,000; Lead Independent Director $25,000; Committee Chairs: Audit $25,000, Compensation $20,000, NGSC $20,000. No per‑meeting fees; expenses reimbursed .

Kingshott’s director compensation (RXO):

Notes: In November 2022, certain non‑employee directors received a prorated grant of 1,848 RSUs vesting January 3, 2023; XPO equity awards granted in 2022 that converted at spin are discussed in footnotes (not counted as RXO grants for 2022) .

Performance Compensation

• Non‑employee director equity is time‑based RSUs; there are no performance‑based metrics, options, or PSU awards for directors. The annual grant value is set by policy at $190,000 and vests on a time basis, typically over one year from the RSU grant date .

Director stock ownership guidelines:

• Directors must hold RXO stock equal to 5x the annual cash retainer; compliance measured over five years from board entry. As of the record date, each covered individual complied or was on track within the required timeframe .

Other Directorships & Interlocks

Expertise & Qualifications

• More than 25 years in investment banking and investment management; expertise in governance, M&A, debt/equity financing, and corporate financial management .
• Advanced degrees (MBA, HBS; Master of Jurisprudence, Oxford), and adjunct academic experience in capital markets .

Equity Ownership

As reported RSU holdings (director alignment):

Stock ownership policy for directors: minimum 5x annual cash retainer, counting unvested time‑based RSUs and vested deferred RSUs; five‑year compliance window .

Governance Assessment

Positives for investor confidence:

• Independent status, deep capital markets expertise, and chair role on Compensation Committee align with RXO’s stated emphasis on governance and pay oversight. Board declassification by 2026 further improves accountability .
• Strong shareholder support in 2025 director election (over 144M votes “For”) and approval of say‑on‑pay indicate broad investor endorsement of governance and compensation approach .
• Director compensation structure is standard market practice (cash + time‑based RSUs) with meaningful ownership guidelines (5x retainer), and Kingshott’s substantial vested/deferred RSU holdings suggest alignment via long‑term equity exposure .

Potential risks/monitoring items:

• External affiliations (Spotlight Advisors; prior Centre Lane directorship) create theoretical related‑party sensitivities; however, RXO’s Audit Committee explicitly oversees related‑party transactions and no specific Kingshott‑related transactions are disclosed in cited materials. Continue to monitor disclosures and 8‑Ks for any engagements involving firms with which he is affiliated .
• Committee transition dynamics: He became Compensation Committee Chair by 2025; the committee previously modified PRSU design for executives in April 2024 to focus on relative TSR with lower max payout (225%) and higher threshold (55%). While this change pre‑dates his chairmanship, continued scrutiny of metric rigor and payout scales is warranted under his leadership .

Say‑on‑Pay (context under Compensation Chair oversight):

Compensation structure analysis (directors):

• Program continuity with modest fluctuation in grant‑date fair value of annual RSUs due to pricing mechanics (10‑day average), e.g., $190,014 (2023) to $185,437 (2024); cash retainer moved from $80,000 to $85,437 (reflecting additional chair/member retainers) .

Related‑party oversight framework:

• RXO policy requires Audit Committee review/approval of related person transactions; Audit also oversees related‑party transactions as part of its chartered responsibilities .

Fixed Compensation (Program Details)

Performance Compensation (Director‑Specific)

Other Directorships & Interlocks

Equity Ownership

Governance Assessment (Summary)

• Strengths: Independence; deep financing and governance expertise; leadership role on Compensation Committee; strong shareholder voting outcomes; robust stock ownership guidelines; meaningful equity alignment through deferred RSUs .
• Watch items: Maintain vigilance on potential conflicts from external advisory affiliations; ensure continuous rigor in executive incentive design under his Compensation Committee chairmanship (e.g., metric selection, caps, threshold rigor) .