Jamie Harris
About Jamie Harris
James “Jamie” E. Harris is Chief Financial Officer of RXO and one of the company’s three named executive officers. RXO’s FY 2024 Form 10‑K lists him as age 62 and CFO among current executive officers . Prior to RXO’s spin-off period, Harris served as CFO of XPO’s North American transportation division beginning September 2022; earlier roles include CFO/Treasurer of SPX Technologies (2020–2022) and CFO then interim CEO of Elevate Textiles (2019–2020), with a decade at Coca‑Cola Consolidated (including eight years as CFO) and earlier career at EY . Under management that includes Harris, RXO reports a post–spin TSR equivalent to $125.08 for $100 invested on 11/01/2022 vs. $117.56 for the Dow Jones Transportation Average, with Net income (loss) of $(290)M and Adjusted EBITDA of $118M in 2024 versus $4M and $132M in 2023 (Adjusted EBITDA is the pay linkage metric) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| XPO (North American Transportation Division) | Chief Financial Officer | Sep 2022 – until RXO spin separation | Led finance for the division that became RXO; then transitioned to RXO leadership at separation |
| SPX Technologies | CFO and Treasurer | Aug 2020 – Sep 2022 | Public-company CFO experience in B2B sector |
| Elevate Textiles | CFO; later Interim CEO | Apr 2019 – Aug 2020 | Senior finance leadership culminating in interim CEO role |
| Coca‑Cola Consolidated | Various executive roles incl. 8 yrs CFO; 2 yrs EVP Business Transformation | 2008 – 2018 | Finance and transformation leadership at the largest independent Coca‑Cola franchisee in the U.S. |
| Ernst & Young LLP | Began career | n/a | Public accounting foundation |
External Roles
| Organization | Role | Years |
|---|---|---|
| Appalachian State University | Board of Trustees | Current (as disclosed) |
| Coca‑Cola Consolidated | Director (public company board) | 2003 – 2008 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 150,001 | 600,002 | 608,771 |
| Base Salary (Committee-set effective 3/31/2024) | — | — | 612,002 |
| Target Annual Bonus (% of Salary) | — | — | 100% |
Notes:
- 2024 base salary increased to $612,002 effective March 31, 2024 per Compensation Committee review; proxy summary salary figure reflects amounts paid in period .
- Other NEO target STI percentages were unchanged in 2024; Harris’ target remained 100% of salary .
Performance Compensation
Annual Short‑Term Incentive (STI) – 2024 Design and Outcome
| Metric | Weighting | Target/Threshold | Actual | Payout | Form/Vesting |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | Not disclosed; initially eligibility required >80% of target | Threshold: 80% of target | 61% of target (below threshold) | 0% for this metric | Cash, paid after year‑end (subject to employment on pay date) |
| Strategic: Coyote Logistics cost synergies | Portion of STI reallocated by Committee | Target (not disclosed); measured on incremental cost synergies | 204% of target | Committee set total STI at 50% of target for Harris | Cash, paid after year‑end (subject to employment on pay date) |
| Harris STI Details | Value |
|---|---|
| 2024 Target STI Opportunity ($) | 612,002 |
| 2024 Actual STI Achievement (%) | 50.0% |
| 2024 Actual STI Payout ($) | 306,001 |
Long‑Term Incentive (LTI) – 2024 Grants and PRSU Design
| Grant (3/22/2024) | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Performance RSUs (PRSUs) | 38,968 target | 803,520 | 100% cliff vest on 3/22/2027, based on Relative TSR vs Comparator Index; payout 0–225% (threshold 55th percentile; 100% cap if absolute TSR negative); design modified 4/5/2024 to remove EBITDA modifier and lower max to 225% (no incremental fair value) |
| Time‑based RSUs | 38,967 | 799,993 | 1/3 each on 1st, 2nd, 3rd anniversaries of grant (2025–2027) |
2024 PRSU Tranche‑1 Performance Result (for shares vesting in 2027):
- 2024 Relative TSR tranche earned at 142% for Harris; PRSUs earned 18,446 vs. 12,990 target (Tranche 1) .
Multi‑Year Summary Compensation (Total Pay Mix Context)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 150,001 | 600,002 | 608,771 |
| Bonus | 218,000 | 0 | 0 |
| Stock Grants (grant‑date value) | 3,999,100 | 1,350,017 | 1,603,513 |
| Non‑Equity Incentive Plan (STI) | 825,000 | 0 | 306,001 |
| All Other Compensation | 379 | 2,515 | 19,115 |
| Total | 5,192,480 | 1,952,534 | 2,537,400 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date per 2025 Proxy)
| Holder | Shares Beneficially Owned | RSUs (Unvested) | Ownership % |
|---|---|---|---|
| Jamie Harris | 67,286 | 297,728 | <1% |
- No stock options outstanding for NEOs; none exercised in 2024 .
- 2024 share vesting realized by Harris: 53,898 shares; value realized $1,342,302 (closing price on vest dates) .
Outstanding Awards and Vesting Schedule (as of 12/31/2024)
| Award Type | Shares/Units | Vesting Detail |
|---|---|---|
| PRSUs (spin‑off conversion; performance condition satisfied) | 192,388 | Vests in equal installments on 9/23/2025, 9/23/2026, 9/23/2027 |
| PRSUs (2024 relative TSR tranche earned for 2024 performance) | 18,446 | Vests 3/22/2027 (subject to continued service) |
| RSUs (time‑based) | 82,636 | 21,835 on 2/23/2025; 12,989 on 3/22/2025; 21,834 on 2/23/2026; 12,989 on 3/22/2026; 12,989 on 3/22/2027 |
| PRSUs (remaining unearned target for 2025–2026 performance periods) | 25,978 target | Will vest 3/22/2027 based on FY2025–2026 relative TSR performance |
Ownership Policy, Hedging/Pledging, and Clawbacks:
- NEO ownership guideline: 3x base salary; five years to comply; as of Record Date, each covered individual complied or was on track within the period .
- Insider trading policy prohibits pledging, margining, and hedging of company stock .
- Clawback policy aligned with Rule 10D‑1 (covers incentive-based comp for last three completed fiscal years); SOX 304 recoupment applies to CEO/CFO if restatement due to misconduct .
Employment Terms
Severance Plan (non‑CIC vs. CIC)
- Non‑CIC involuntary termination without cause (for non‑CEO execs): 12 months base salary continuation; prorated target bonus; up to 12 months healthcare continuation at active-employee rates or cash in lieu; subject to release and restrictive covenants (confidentiality, IP, non‑hire, non‑solicit employees/customers, non‑compete, non‑disparagement) .
- CIC double‑trigger (termination without cause or resignation for good reason within 2 years post‑CIC): 2x (base salary + target bonus) as lump sum; prorated bonus; healthcare continuation; 280G cut‑down vs. full pay alternative, whichever yields higher after‑tax value .
- Equity under 2022 Omnibus Plan: assumed with double‑trigger vesting on qualifying termination post‑CIC; if not assumed, awards generally accelerate pre‑CIC .
Estimated Payments if Terminated on 12/31/2024 (Harris)
| Scenario | Cash Severance ($) | Health Continuation ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | 1,224,004 | 18,436 | 1,533,007 | 2,775,447 |
| Qualifying CIC Termination (double‑trigger) | 3,060,010 | 18,436 | 7,615,616 | 10,694,062 |
| Disability | — | — | 1,988,018 | 1,988,018 |
| Death | — | — | 7,615,616 | 7,615,616 |
Other governance/compensation guardrails:
- No golden parachute excise tax gross‑ups; ownership and retention requirements; prohibition on option repricing; caps on incentive plans; independent consultant (Pearl Meyer) retained by the Compensation Committee .
Performance & Track Record
- Post‑spin performance: Year‑end value of $100 invested at spin (11/01/2022) equals $125.08 for RXO vs. $117.56 for the Dow Jones Transportation Average as of 2024 year‑end .
- Pay‑versus‑Performance linkage: Adjusted EBITDA and TSR identified as most important measures linking compensation actually paid to company performance .
- FY performance context: 2024 Net income (loss) $(290)M and Adjusted EBITDA $118M vs. 2023 Net income $4M and Adjusted EBITDA $132M .
- Strategic execution: Completed acquisition of Coyote Logistics (announced 6/24/2024; closed 9/16/2024), doubling initial annual cost synergy target to at least $50M; technology integration largely targeted for 2025; Managed Transportation onboarding ~$600M new freight under management with ~$2B pipeline; Last Mile stops +8% YoY in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay advisory vote approval exceeded 91% .
- 2025 proxy again recommends “FOR” say‑on‑pay and describes advisory nature of vote .
Compensation Structure Analysis
- 2024 STI reweighted to include strategic synergy achievement from the Coyote acquisition; despite EBITDA below threshold (61% of target), Harris received 50% of target STI due to 204% achievement on incremental cost synergies .
- Shift in LTI risk mix: 2024 PRSU design modified on 4/5/2024 to be 100% relative TSR (with 100% cap if absolute TSR negative) and a reduced max payout (225% vs 300% prior), removing the adjusted EBITDA modifier to avoid overlap with STI and improve stock‑price alignment; no incremental fair value from the modification .
- No stock options outstanding or exercised, indicating full reliance on RSUs/PRSUs rather than options .
Equity Ownership & Alignment (Trading Overhang and Pledging)
- Upcoming vesting cadence is concentrated around February 23, March 22, and September 23 through 2027, including sizable PRSU and RSU tranches (see schedule above), which are standard vesting dates that may create routine liquidity events for tax and diversification, subject to policy and plans .
- Pledging and hedging are prohibited under the insider trading policy, mitigating misalignment and margin‑call risk .
- Ownership guideline of 3x salary, with compliance “met or on track” as of the Record Date, supports long‑term alignment .
Expertise & Qualifications
- Over 36 years of B2B experience with two decades at public companies; multiple public‑company CFO roles and board experience; early career in public accounting .
Investment Implications
- Alignment: Harris’ pay structure is predominantly at‑risk with a greater emphasis on relative TSR in LTI and prohibitions on pledging/hedging; ownership guidelines foster alignment with shareholders .
- Retention: Double‑trigger CIC protections and multi‑year vesting through 2027 (notably PRSUs converted at spin and 2024 grants) reduce near‑term departure risk; non‑CIC severance covers salary/bonus/benefits for 12 months .
- Performance sensitivity: 2024 STI outcome demonstrates willingness to use discretion to reward strategic execution (Coyote synergies) despite EBITDA below threshold; LTI’s pure‑TSR design increases direct sensitivity to stock performance, with a cap in down markets .
- Trading signals: Concentrated vesting dates (Feb 23, Mar 22, Sep 23 each year into 2027) provide visibility into potential routine insider liquidity windows, while there are no options overhang concerns; actual trading behavior remains subject to plans and policies .