Mary Kissel

About Mary Kissel

Mary Kissel, age 48, has served as an independent director of RXO since November 1, 2022, and is the Board’s Vice Chair. She is Executive Vice President and Senior Policy Advisor at Stephens Inc.; previously she was Senior Advisor to the U.S. Secretary of State (Oct 2018–Jan 2021), served on The Wall Street Journal editorial board and as its Asia-Pacific editorial page editor, and began her career at Goldman Sachs. She holds a master’s from Johns Hopkins SAIS and a bachelor’s in government from Harvard. She serves on RXO’s Compensation Committee and is also a director of QXO, Inc. (NYSE: QXO) .

Past Roles

External Roles

Board Governance

• Role/leadership: Independent Vice Chair since November 1, 2022; duties include presiding when the chair/lead independent director are not present and investor engagement as needed .
• Committee assignments: Compensation Committee member; committee reconstituted Sept 23, 2024 (Chair: Adrian Kingshott; Members: Kissel, Stephen Renna). Troy Cooper added Jan 1, 2025 .
• Independence: RXO identifies Kissel as independent; all standing committees comprise only independent directors .
• Attendance: The Board held 9 meetings in 2024; only one meeting across all directors was missed, and each current director attended all committee meetings on which they served; all directors attended the 2024 Annual Meeting .
• Executive sessions/lead independent director: Executive sessions of independent directors occur at least annually; lead independent director (Michelle Nettles) presides .
• Risk oversight: Compensation Committee oversees incentive-compensation risk; insider trading policy prohibits pledging/hedging .

Fixed Compensation

• Director pay policy: Annual cash retainer $80,000; Time-Based RSUs valued at $190,000, granted first business day of each year; Vice Chair receives additional $25,000; committee chair retainers: Audit $25,000, Compensation $20,000, Nominating/Governance/Sustainability $20,000; Lead Independent Director $25,000 .
• Meeting fees: No additional meeting fees are paid to directors .

Performance Compensation

• Director equity consists of time-based RSUs under the non-employee director policy; no options or PSUs are described for directors in the policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Geopolitics, risk advisory, public policy and its impact on the business environment .
• Strategic communications, media, and government affairs; international experience (eight years in Europe and Asia) .
• Education: M.A. Johns Hopkins SAIS; B.A. Harvard University (government) .

Equity Ownership

• Ownership guidelines: Directors must hold 5× annual cash retainer; compliance measured using common plus time-based and deferred RSUs (not performance awards/options). Covered individuals are in compliance or on track within five years .
• Hedging/pledging: Insider trading policy prohibits pledging/hedging of company securities .

Insider Trades (Form 4)

Notes: “Post-Transaction Holdings” reflects the securitiesOwned field from the filed Form 4s. Beneficial ownership table as of Mar 26, 2025 shows 27,392 common and 7,745 RSUs, consistent with the Jan 2, 2025 vesting/award pattern .

Governance Assessment

• Strengths:

  • Independent Vice Chair with defined shareholder-facing duties; member of an all-independent Compensation Committee .
  • Committee governance practices include use of an independent compensation consultant and annual risk assessments; insider policy prohibits hedging/pledging; strong ownership guidelines for directors (5× retainer) with compliance/on-track status .
  • Engagement signal: Say-on-pay support exceeded 91% in 2024, indicating favorable investor sentiment on pay governance .
  • Attendance/engagement: Only one Board meeting missed across all directors in 2024; 100% committee-meeting attendance by each current director; full Annual Meeting attendance .

• Watch items / potential conflicts:

  • Interlock risk to monitor: Kissel serves on QXO’s board while Brad Jacobs, RXO’s Chair through the 2025 meeting, is QXO’s Chairman & CEO, and Executive Chairman at XPO—overlapping ecosystems can raise perceived influence/independence questions even with formal independence in place .
  • Related-party review: Proxy highlights registration rights with Jacobs Private Equity and the 2024 Private Placement to MFN/Orbis; no related-party transactions disclosed involving Kissel, and Audit Committee oversees any such matters .

• Director pay alignment: Cash retainers are modest relative to equity grants, aligning director incentives with shareholder outcomes (time-based RSUs granted annually) .

• Committee effectiveness signal: Compensation Committee reconstitution in Sept 2024 and 2025 expansion suggests active board refresh; Kissel remained a core member through these changes, and is a signatory to the 2025 Compensation Committee Report .

Appendix References

• Board/committee structure, independence, attendance, vice chair role:
• Biography, age, education, external roles (Stephens, QXO, CFR, AACC, Hudson):
• Director compensation tables/policy, RSU vesting detail:
• Beneficial ownership (Kissel holdings; RSUs; %):
• Ownership guidelines; compliance; hedging/pledging prohibitions:
• Say-on-pay approval (91%):
• Related-party governance and disclosed transactions:
• Interlock context (QXO/XPO leadership):