Jeff Firestone
About Jeff Firestone
Jeff Firestone, age 54, is RXO’s Chief Legal Officer and Corporate Secretary, appointed at the 2022 spin-off after serving as CLO for XPO’s North American transportation division; he previously spent 22 years at UPS in senior legal and finance roles and began his career at Gibson, Dunn & Crutcher LLP . During his RXO tenure, company TSR (value of $100 invested since spin-off) rose to 125.08 in 2024 from 90.24 in 2022, with revenue increasing to $4.55B in 2024 (from $3.9B in 2023), while Adjusted EBITDA was $118M in 2024 versus $132M in 2023; Firestone also acted as interim president of Last Mile in 2024 amid the Coyote Logistics acquisition and synergy execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RXO | Interim President, Last Mile; Chief Legal Officer & Corporate Secretary | 2024; 2022–present | Led Last Mile through soft market with 8% YoY stop growth; stewarded legal/corporate governance post-Coyote integration . |
| XPO (North American Transportation) | Chief Legal Officer | Aug 2022–Nov 2022 | Supported separation planning and transition of legal frameworks ahead of RXO spin-off . |
| UPS | Deputy General Counsel, Regulatory Compliance & Risk | Feb 2022–Aug 2022 | Oversight of compliance and risk across UPS enterprise . |
| UPS | SVP, Business Unit Finance | Aug 2020–Jan 2022 | Finance leadership aligned legal risk with unit economics . |
| UPS | SVP, Domestic Finance, Business Analytics & Transformation | Aug 2018–Jul 2020 | Drove analytics/transformation in domestic operations . |
| Gibson, Dunn & Crutcher LLP | Attorney | Earlier | Foundation in corporate litigation and advisory . |
External Roles
No public company directorships or external board roles disclosed for Firestone .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $181,731 | $525,000 | $532,673 |
| Stock Grants ($) | $2,999,664 | $1,000,018 | $1,453,191 |
| Non-Equity Incentive Plan ($) | $721,875 | $0 | $714,893 |
| All Other Compensation ($) | $442 | $1,326 | $18,007 |
| Total Compensation ($) | $4,619,462 | $1,526,344 | $2,718,764 |
Base salary calibration:
- Annual base salary held at $525,000 in 2023, increased to $535,500 effective March 31, 2024 .
Perquisites:
- 2024 All Other Compensation comprised $17,250 in 401(k) match and $757 life insurance; company policy states no exceptional perquisites for NEOs .
Performance Compensation
Annual Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Last Mile Adjusted EBITDA | 75% | Not disclosed | 116% of target | 178% for this portion | Firestone eligible due to dual role leading Last Mile . |
| RXO Consolidated Adjusted EBITDA | 25% | Not disclosed | 61% of target (below threshold) | 0% for this portion | STI threshold at 80% for CEO/CFO; specific threshold handling noted . |
| Total STI Outcome | — | Target: $535,500 | — | 133.5% of target = $714,893 | Paid in cash; max cap 200% . |
STI structure (targets and caps):
- Firestone’s 2024 STI target 100% of base salary ($535,500) and maximum 200% of target ($1,071,000) .
Long-Term Incentive (LTI) – 2024 Design and Grants
- Mix: 50% PRSUs (relative TSR vs S&P Transportation Select Industry Index), 50% time-based RSUs; PRSUs vest 100% on third anniversary of grant (cliff), RSUs vest one-third annually over three years .
- PRSUs payout scale: threshold 55th percentile; max 90th percentile at 225%; cap at 100% if absolute TSR negative; April 5, 2024 modification removed adjusted EBITDA modifier and reduced max to 225% (Monte Carlo revaluation, no incremental expense) .
| Grant Date | Instrument | Target Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| Mar 22, 2024 | PRSU | 35,315 | $728,195 |
| Mar 22, 2024 | RSU | 35,314 | $724,996 |
2024 PRSU Tranche 1 performance (earns/vests in 2027):
- RXO TSR: 19.02%; ranking 15th of 43; 67th percentile; earned 142% of target PRSUs (Firestone: 11,772 granted, 16,717 earned for tranche 1), vesting Mar 22, 2027 subject to continued employment .
| FY 2024 PRSU Tranche 1 | RXO TSR | Comparator Ranking | Percentile | Earned % | Firestone PRSUs (Granted → Earned) |
|---|---|---|---|---|---|
| One-third of award | 19.02% | 15/43 | 67th | 142% | 11,772 → 16,717 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date: March 26, 2025)
| Holder | Common Shares Owned | RSUs | Deferred RSUs | % of Common Outstanding |
|---|---|---|---|---|
| Jeff Firestone | 58,023 | 177,712 | — | <1% |
Stock ownership guidelines and policies:
- NEO ownership requirement: 3x base salary; compliance “achieved or on track” within five-year window .
- Hedging/pledging prohibited by insider trading policy; no option repricing; no evergreen share replenishment .
Outstanding Equity Awards at FY-End (Dec 31, 2024)
| Metric | Amount |
|---|---|
| Unvested Stock Awards (#) | 178,788 |
| Market Value of Unvested Stock ($) | $4,262,306 (at $23.84) |
| Unearned PRSUs Not Yet Vested (#) | 25,543 |
| Payout Value of Unearned PRSUs ($) | $608,945 (at $23.84) |
| Stock Options Outstanding | None |
Scheduled Vesting (Key Dates and Units)
| Date | Units |
|---|---|
| Feb 23, 2025 | 16,173 RSUs |
| Mar 22, 2025 | 11,772 RSUs |
| Aug 31, 2025 | 17,262 RSUs |
| Feb 23, 2026 | 16,174 RSUs |
| Mar 22, 2026 | 11,771 RSUs |
| Mar 22, 2027 | 11,771 RSUs + earned PRSUs (incl. 16,717 from FY24 tranche) |
Employment Terms
Severance plan summary (non-CIC and CIC):
- Non-CIC involuntary termination: 12 months base for NEOs, prorated target bonus, 12 months healthcare continuation; pro-rata acceleration of equity .
- CIC double-trigger: lump-sum 2x (salary + target bonus) for NEOs, prorated bonus, healthcare continuation; equity fully accelerates if awards not assumed, otherwise on qualifying termination post-CIC; best-net 280G cutback (no excise tax gross-up) .
Potential payments (as of Dec 31, 2024 scenario):
| Event | Cash Severance ($) | Health ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (non-CIC) | 1,071,000 | 4,100 | 1,307,767 | 2,382,867 |
| Qualifying CIC Termination | 2,677,500 | 4,100 | 4,823,547 | 7,505,147 |
| Disability | — | — | 1,919,501 | 1,919,501 |
| Death | — | — | 4,823,547 | 4,823,547 |
Clawback and restrictive covenants:
- Clawback policy adopted for incentive-based compensation under Rule 10D-1; additional SOX 304 provisions for CEO/CFO; NEOs subject to comprehensive non-compete, confidentiality, non-solicit, and related covenants .
Compensation Structure Analysis
- Cash vs equity mix: Firestone’s pay remains heavily equity-based, with time-based RSUs and PRSUs; no stock options outstanding, consistent with shift to RSUs/PRSUs industry standard .
- STI cyclicality: No STI paid for 2023; 2024 STI paid at 133.5% of target driven by Last Mile performance (178% component), with consolidated EBITDA below threshold; indicates role-specific KPI emphasis and discretion within AIP scales .
- PRSU design tightened in 2024: Removed EBITDA modifier, raised threshold to 55th percentile, lowered max to 225%—stronger alignment to shareholder returns and reduced payout risk overlap with STI .
- Governance safeguards: Clawback, no hedging/pledging, double-trigger vesting, no excise tax gross-up, independent comp consultant, say-on-pay approval >91% in 2024 .
Equity Ownership & Alignment
- Skin-in-the-game: 58,023 common shares plus significant RSU/PRSU holdings; upcoming vesting schedule through 2027 suggests continued alignment and potential supply from scheduled settlements (subject to insider policies and trading windows) .
- Ownership guidelines: 3x salary requirement for NEOs, with compliance status noted as achieved or on track within the five-year window; pledging/hedging prohibited—reduces misalignment risk .
Performance & Track Record
- Strategic execution: Completed Coyote acquisition (Sept 16, 2024) and doubled realized annual cost synergy target to at least $50M; technology integration to be largely complete in 2025, with Last Mile stops +8% YoY under challenging conditions—Firestone’s STI metrics reflected Last Mile outcomes .
- Company performance context: Revenue $4.55B in 2024 (peer table), Adjusted EBITDA $118M (2024) vs $132M (2023); TSR cumulative value 125.08 (2024) vs 122.04 (2023) since spin-off—supporting PRSU TSR outperformance in FY24 tranche .
Compensation Peer Group and Say‑on‑Pay
- Peer group includes logistics and transport leaders (e.g., CH Robinson, J.B. Hunt, Landstar); Uber removed for 2025 peer set refinement .
- Say‑on‑pay received >91% approval in 2024, indicating shareholder support for pay design and outcomes .
Investment Implications
- Alignment and retention: Significant unvested RSU/PRSU balance, strict anti-pledging/hedging, and ownership guidelines suggest high alignment and lower hedging-related risk; double-trigger CIC treatment balances retention and shareholder protection .
- Performance levers: 2024 STI emphasized division-level EBITDA and synergy realization; PRSU shift to pure TSR strengthens capital-market alignment—positive for investors seeking pay-for-performance constructs .
- Near-term supply dynamics: Multiple vesting dates through 2027 could create episodic selling windows; no options outstanding reduces repricing risk; governance features (clawback, say‑on‑pay support) mitigate red flags .
- Execution risk: Company-level Adjusted EBITDA declined in 2024; however, Last Mile execution and cost synergy delivery underpin Firestone’s STI payout, highlighting targeted operational impact amid integration—monitor 2025–2026 TSR tranches for sustained relative outperformance .