Christine Breves
About Christine Breves
Christine Breves, age 69, has served as an independent director of RXO since November 1, 2022. She retired from United States Steel Corporation in December 2022 after senior roles including EVP, Business Transformation and SVP & CFO (Nov 2019–Aug 2022). She holds a B.S. in Business Administration from the College of Charleston and an MBA from The Citadel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel Corporation | EVP, Business Transformation | 2022 | Led transformation initiatives; oversight of procurement/S&OP/IT/commercial pricing |
| United States Steel Corporation | SVP & Chief Financial Officer | Nov 2019–Aug 2022 | Responsibility for all financial processes and strategic materials, global procurement, S&OP, IT, commercial pricing |
| United States Steel Corporation | SVP – Manufacturing Support & Chief Supply Chain Officer; VP & Chief Supply Chain Officer; VP & Chief Procurement Officer | 2013–2019 | Accountable for global procurement, S&OP, Transtar railroad subsidiary; IT, engineering, maintenance improvement, commercial coordination |
| Alcoa Corporation | Various executive roles including Chief Procurement Officer | ~1998–2013 | Executive leadership in procurement/supply chain |
| Alumax Inc. | Accounting, procurement, maintenance roles | Pre-1998 | Progressively responsible roles prior to Alcoa acquisition |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Sylvamo Corporation (NYSE: SLVM) | Director | Audit; Management Development & Compensation |
| MPLX LP (NYSE: MPLX) | Director | Audit; Conflicts Committee |
| CAPS Research | Advisory Board Chair | Governance/Research advisory |
| Institute for Supply Management | Former National Board Member; Shipman Medal recipient | Recognition for supply management leadership |
| Goose Creek Rotary | Past President | Community leadership |
Board Governance
- Committee assignments (current): Audit Committee member; Nominating, Governance & Sustainability Committee member .
- Independence: The Board affirmatively determined she is independent under NYSE and RXO guidelines; Audit and Compensation committees consist entirely of independent directors .
- Attendance and engagement: The Board held nine meetings in 2024; directors had 100% attendance except one meeting, and each director had 100% attendance at the committees on which they served .
- Years of service on RXO Board: Director since 2022; standing for election as a Class II director in 2025 (Board declassifying by 2026) .
| Governance Item | Status/Detail |
|---|---|
| Audit Committee | Member |
| Nominating, Governance & Sustainability Committee | Member |
| Independence | Independent director |
| 2024 Board Meetings | 9 total; near-perfect overall attendance |
| Committee Attendance (2024) | 100% by each committee member |
Fixed Compensation
| Year | Cash Retainer ($) | Additional Chair/Lead/Vice Fees ($) | Stock Awards ($, grant-date fair value) | Notes |
|---|---|---|---|---|
| 2024 | 80,000 | 0 (not chair/lead/vice) | 185,437 | Annual policy: $80,000 cash + Time-Based RSUs ~$190,000; chairs receive extra retainers (Audit $25k; Comp $20k; NGSC $20k); Lead/Vice receive $25k each |
- As of Dec 31, 2024, she held 8,045 unvested RXO RSUs; these RSUs vested on January 2, 2025 .
Performance Compensation
- RXO’s non-employee director pay is time-based RSUs; no performance-conditioned director equity awards disclosed (no PRSU or option program for directors) .
| Component | Metric | Target/Trigger | Vesting |
|---|---|---|---|
| Time-Based RSUs (Directors) | N/A (time-based) | Annual grant sized to ~$190,000 | One-year vest (annual grant; 2024 RSUs vested Jan 2, 2025) |
No director stock options, no cash bonuses, and no meeting fees; directors are reimbursed for reasonable expenses .
Other Directorships & Interlocks
| External Company | Potential RXO Interlock/Exposure | Notes |
|---|---|---|
| Sylvamo (SLVM) | Customer/supplier exposure not disclosed | Paper producer; no RXO related-party transactions disclosed |
| MPLX (MPLX) | Energy midstream; conflicts oversight role | Serves on MPLX Conflicts Committee; no RXO related-party transactions disclosed |
- Related-party review: RXO’s Audit Committee oversees related party transactions; 2024–2025 disclosed items include a Registration Rights Agreement with Jacobs Private Equity (Brad Jacobs) and a private placement for Coyote funding; no transactions involving Ms. Breves were disclosed .
Expertise & Qualifications
- Executive experience: Strategy development, financial management, capital allocation, business transformation, risk management, procurement/supply chain, manufacturing operations .
- Financial oversight: Audit committee service; critical analysis of financial statements; corporate governance expertise .
- Education: B.S., College of Charleston; MBA, The Citadel .
Equity Ownership
| Holder | Common Shares Beneficially Owned | RSUs Counted (within 60 days) | Deferred RSUs | % of Outstanding |
|---|---|---|---|---|
| Christine Breves | 26,530 | 7,745 | — | <1% |
- As of Dec 31, 2024: 8,045 unvested RSUs vested on Jan 2, 2025 .
- Ownership guidelines: Directors must hold 5x annual cash retainer; compliance assessed using common shares, time-based RSUs, and vested deferred RSUs. As of the Record Date, covered individuals complied or were on track within the required five-year period .
- Hedging/pledging: Insider trading policy prohibits pledging or holding RXO securities in margin accounts, and prohibits hedging transactions .
Governance Assessment
- Board effectiveness: Strong committee placement for Ms. Breves (Audit; NGSC), aligning with her finance and supply chain expertise; committees are fully independent .
- Independence and engagement: Affirmed independent; 2024 committee attendance at 100% for members, supporting active oversight .
- Alignment signals: Director compensation is balanced and largely equity-based via RSUs; director stock ownership guidelines require 5x retainer; broad compliance indicated .
- Shareholder support: 2024 say-on-pay received >91% approval, signaling investor confidence in governance and pay practices .
- Potential conflicts/RED FLAGS:
- External boards at MPLX and Sylvamo present normal informational interlocks, but no RXO related-party transactions involving Ms. Breves were disclosed .
- RXO prohibits pledging/hedging, reducing alignment risks .
- No director-specific legal proceedings, tax gross-ups, option repricing, or related-party transactions disclosed for Ms. Breves .
Overall: Ms. Breves brings deep CFO-level financial discipline and procurement/supply chain oversight to RXO’s Audit and NGSC committees, with robust independence and attendance. Her compensation structure and ownership guidelines support alignment, and absence of related-party exposures enhances investor confidence .