Drew Wilkerson
About Drew Wilkerson
Drew Wilkerson is RXO’s Chief Executive Officer and a director since November 1, 2022; he is a transportation brokerage veteran who held senior roles at XPO and C.H. Robinson, and is expected to be appointed Chairman of the Board following the 2025 Annual Meeting. He is 41 and holds a degree in public relations from the University of South Carolina . RXO’s pay-versus-performance disclosure shows positive TSR since the spin-off and emphasizes Adjusted EBITDA as the most important performance measure linking compensation to company performance .
Key Performance Indicators (pay-versus-performance reference)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Year-end value of $100 invested on 11/01/2022 in RXO ($) | 90.24 | 122.04 | 125.08 |
| Year-end value of $100 invested on 11/01/2022 in Dow Jones Transportation Average ($) | 99.05 | 117.59 | 117.56 |
| Net Income (Loss) ($ millions) | 92 | 4 | (290) |
| Adjusted EBITDA ($ millions) | 306 | 132 | 118 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XPO | Led Charlotte brokerage hub growth | May 2012–May 2014 | Scaled flagship hub; foundation for RXO’s brokerage talent base |
| XPO | Regional Vice President (major brokerage ops, strategic accounts) | May 2014–Mar 2017 | Oversaw large brokerage operations and key accounts |
| XPO | President, North American Brokerage | Mar 2017–Feb 2020 | Drove brokerage growth; platform leadership |
| XPO | President, North American Transportation Division (P&L for truck brokerage, expedite, intermodal, drayage, managed transportation, last mile, freight forwarding) | Feb 2020–RXO separation in 2022 | Multi-modal P&L leadership and integration across transport services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C.H. Robinson Worldwide | Leadership positions in sales, operations, customer/carrier relationship management | Prior to 2012 (not specified) | Grounded in brokerage execution and carrier/customer networks |
| Public company boards | None disclosed | — | — |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 467,389 | 650,000 | 663,000 |
| Target STI (% of salary) | — | 135% (prior target) | 150% (increased for 2024) |
| Target STI ($) | — | — | 994,500 |
| STI Range | — | — | 0–200% of target; paid in cash; employment condition applies |
Performance Compensation
Annual STI Outcomes (FY 2024)
| Executive | Annualized Base Salary ($) | Target STI ($) | Actual Achievement (%) | Actual Payout ($) |
|---|---|---|---|---|
| Drew Wilkerson | 663,000 | 994,500 | 50.0% | 497,250 |
- FY 2024 STI metrics: Consolidated Adjusted EBITDA threshold at 80% of target; RXO achieved 61% (below threshold), and incremental cost synergies from the Coyote Logistics acquisition achieved 204% of target, yielding a discretionary 50% payout to reflect strategic achievements .
Long-Term Incentives (2024 design and grants)
| Element | Design | Grant metrics and scale | Vesting |
|---|---|---|---|
| PRSUs (50% of LTI) | 100% based on relative TSR vs S&P Transportation Select Industry Index; three one-year performance periods (2024–2026); cap of 100% if absolute TSR negative | Payout scale: 0% below 55th percentile; 100% at 55th; up to 225% at 90th percentile; straight-line interpolation | 100% cliff vest on Mar 22, 2027, subject to continued employment |
| RSUs (50% of LTI) | Time-based | — | One-third on each of the first three anniversaries of grant |
| 2024 Grants (Grant Date 3/22/2024) | PRSU Target (#) | RSU (#) | Fair Value ($) |
|---|---|---|---|
| Drew Wilkerson | 158,305 | 158,305 | PRSU: 3,264,249; RSU: 3,250,002 |
| 2024 PRSU Tranche 1 (FY 2024) | RXO TSR | Comparator Ranking | Percentile | Earned % | Earned Shares (#) |
|---|---|---|---|---|---|
| Wilkerson | 19.02% | 15th of 43 | 67th | 142% | 74,932 (from 52,769 target) |
- April 5, 2024 modification: PRSU design revised to remove adjusted EBITDA modifier; threshold raised to 55% from 45%; max reduced to 225% from 300%; independent Monte Carlo revaluation showed lower post-modification fair value, resulting in no incremental compensation expense .
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 312,379 | Less than 1% of outstanding |
| RSUs held | 607,532 | As of record date in beneficial ownership table |
| Unvested stock awards (#) | 677,436 | Market value $16,150,074 at $23.84/share on 12/31/2024 |
| Unearned PRSUs (#) | 105,536 | Vest subject to 2025–2026 TSR, cliff vest 3/22/2027 |
| Options outstanding | None | No stock options outstanding |
| Shares acquired on vesting in 2024 | 133,218 | Value realized $2,810,145 |
| Stock ownership guideline | 6x base salary for CEO | Compliance achieved or on track within 5-year window |
| Hedging/pledging policy | Prohibited | Insider trading policy prohibits pledging/hedging; retention requirements in place |
Vesting Schedule Detail (as of 12/31/2024)
| Date | Instrument | Shares |
|---|---|---|
| Feb 23, 2025 | RSU | 80,867 |
| Mar 10, 2025 | RSU | 2,105 |
| Mar 22, 2025 | RSU | 52,769 |
| Nov 14, 2025 | RSU | 1,565 |
| Feb 23, 2026 | RSU | 80,867 |
| Mar 22, 2026 | RSU | 52,768 |
| Mar 22, 2027 | RSU | 52,768 |
| Mar 22, 2027 | PRSU (2024 tranche vesting; earned) | 74,932 |
- Additional PRSUs from pre-spin awards continue to vest in equal installments on May 2, 2025, 2026, and 2027 .
Employment Terms
Severance and Change-in-Control Economics (as of 12/31/2024)
| Event | Cash Severance ($) | Health Coverage ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination | 1,989,000 | 27,654 | 5,944,146 | 7,960,800 |
| Qualifying CIC Termination | 5,138,250 | 27,654 | 18,666,052 | 23,831,956 |
| Disability | — | — | 3,773,991 | 3,773,991 |
| Death | — | — | 18,666,052 | 18,666,052 |
- Severance plan participation; equity awards feature double-trigger vesting upon change-in-control (either qualifying termination or failure of buyer to assume awards) .
- Clawback policy compliant with Rule 10D-1; additional SOX 304 provisions apply to CEO/CFO; covers last three completed fiscal years of incentive-based compensation .
- Restrictive covenants include comprehensive non-compete and other restrictions; no golden parachute excise tax gross-ups; no option repricing; trading policy prohibits pledging/hedging .
Compensation Summary (Multi-year)
| Year | Salary ($) | Bonus ($) | Stock Grants ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 467,389 | 19,500 | 9,262,804 | 1,273,230 | 12,749 | 11,035,672 |
| 2023 | 650,000 | 0 | 5,000,007 | 0 | 15,184 | 5,665,191 |
| 2024 | 659,500 | 0 | 6,514,251 | 497,250 | 23,386 | 7,694,387 |
Board Governance
- Board positions: CEO and Director since 2022; expected to be appointed Chairman after the 2025 Annual Meeting; does not serve on any Board committees .
- Independent oversight: Seven of nine current directors are independent; lead independent director (Michelle Nettles) and independent vice chair (Mary Kissel) roles in place; committees (Audit, Compensation, Nominating/Governance/Sustainability) composed entirely of independent directors .
- Attendance: Board had nine meetings in 2024; 100% attendance except one meeting; committees had 100% attendance by each member .
- Director compensation: As CEO-director, Wilkerson receives no additional director compensation .
- Committee leadership and rotation: Active periodic reconstitution of committees and chairs; independent compensation consultant retained by Compensation Committee .
Director Compensation and Shareholder Feedback
- Non-employee director policy: $80,000 annual cash retainer; $190,000 in time-based RSUs; additional retainers for vice chair ($25,000), lead independent director ($25,000), and committee chairs ($25,000 Audit; $20,000 Compensation; $20,000 Nominating/Governance/Sustainability) .
- Say-on-Pay: 2024 advisory vote received more than 91% approval .
Performance & Track Record
- Strategic execution: Completed acquisition of Coyote Logistics (Sept 16, 2024), forming the third-largest brokered freight provider in North America; doubled initial annual cost synergy target to at least $50 million; technology integration into RXO Connect largely expected to complete in 2025 .
- Business metrics: Managed Transportation onboarding ~$600 million new freight under management; ~$2 billion sales pipeline at year-end; Last Mile stops +8% YoY in 2024 despite soft freight environment .
Compensation Structure Analysis
- Pay mix: Approximately 92% of CEO target compensation at risk in 2024, emphasizing equity and performance linkage .
- STI recalibration: CEO target STI increased from 135% to 150% of salary to align with peer median and increase at-risk pay; 2024 payout 50% based on strategic synergy achievements despite EBITDA below threshold .
- LTI risk profile: Shift to sole TSR-based PRSU (with cap if absolute TSR negative), higher threshold and lower max payout post-modification—reduces overlap with STI EBITDA and tightens pay-for-stock-performance alignment .
- Governance safeguards: Clawback, ownership guidelines, hedging/pledging prohibitions, double-trigger vesting, no tax gross-ups, and no option repricing .
Equity Ownership & Alignment Signals
- Skin-in-the-game: Direct ownership plus substantial RSU/PRSU holdings; meaningful unvested equity value ($16.15 million) aligns long-term incentives with TSR outcomes .
- Pledging/hedging risk: Prohibited by policy (mitigates misalignment and forced selling risk) .
- Upcoming vesting cadence: Multiple RSU tranches vest through 2025–2027 and PRSU cliff in 2027—potentially relevant to trading windows and liquidity events, subject to insider trading policy and employment conditions .
Employment Terms Highlights
- Severance continuity: Standard severance for qualifying termination with pro-rata equity acceleration; materially higher CIC package with accelerated equity—key retention lever amid integration and market cyclicality .
- Policy overlays: Clawback spans three completed fiscal years of incentive comp; restrictive covenants and double-trigger features align with investor-friendly practices .
Investment Implications
- Alignment: High proportion of at-risk pay (92%), TSR-centric PRSUs, and robust ownership guidelines suggest strong alignment with shareholder outcomes; prohibition of pledging/hedging and clawback reduce governance risk .
- Retention and integration: CIC/severance economics and multi-year vesting support leadership retention through Coyote integration and technology migration, with PRSU cliff vest in 2027 anchoring long-term focus .
- Trading signals: The defined vesting schedule and sizable unvested equity value may create periodic liquidity events around vest dates; 2024 vesting realized $2.81 million value, but any dispositions will be filtered through policy and window constraints .
- Governance watchpoints: Expected transition to Chairman alongside CEO role warrants monitoring of independent oversight balance, though lead independent and vice chair structures, plus fully independent committees, mitigate dual-role risks; continued strong say-on-pay (>91%) evidences shareholder support .