Michelle Nettles
About Michelle Nettles
Michelle Nettles, age 53, has served as RXO’s lead independent director since November 1, 2022 and is currently Chair of the Nominating, Governance and Sustainability Committee and a member of the Audit Committee . She is the Global Chief People and Culture Officer at ManpowerGroup (since July 2019), and as of January 2025 is also responsible for ManpowerGroup’s legal and corporate governance functions; previously, she spent ~20 years at Molson Coors, culminating as Chief People and Diversity Officer (Oct 2016–Jul 2019) and earlier served as Assistant General Counsel leading labor and employment . Nettles holds a JD from the University of Wisconsin–Madison and a BA from Florida A&M University; she has no other public company board roles, is a board member of the Thurgood Marshall College Fund, and serves as board chair of Dr. Howard Fuller Collegiate Academy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup | Global Chief People & Culture Officer; added oversight of legal and corporate governance | Jul 2019–present | Responsibility for global HR, learning, culture, diversity; added legal/governance remit in Jan 2025 |
| Molson Coors Brewing Company | Chief People & Diversity Officer | Oct 2016–Jul 2019 | Led HR strategy including executive compensation, talent management, diversity & inclusion |
| Molson Coors Brewing Company | Assistant General Counsel | Various years within 20-year tenure | Led labor and employment legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thurgood Marshall College Fund | Board Member | Not disclosed | Non-profit governance role |
| Dr. Howard Fuller Collegiate Academy | Board Chair | Not disclosed | Non-profit governance role |
| Other public company boards | None | N/A | No public company directorships |
Board Governance
- Lead Independent Director since November 1, 2022; presides over executive sessions and meetings when the chair is not present, and serves as liaison between independent directors and chair .
- Current committees (as of Record Date): Chair, Nominating, Governance & Sustainability (NGSC); Member, Audit; not on Compensation Committee currently .
- Committee rotations: In 2024, Nettles initially chaired Compensation Committee (with Kissel and Renna); on Sept 23, 2024, Compensation was reconstituted to Kingshott (chair), Kissel, Renna; NGSC reconstituted to Breves, Nettles (chair), Kingshott, Renna; Audit reconstituted to Szlosek (chair), Breves, Nettles .
- Board classification and elections: Class III director term expiring 2025; standing for election at 2025 Annual Meeting alongside Mary Kissel (Class III); board to declassify by 2026 .
- Independence: Board determined all directors except Jacobs, Wilkerson and Cooper (until Jan 1, 2025) were independent; Audit and Compensation Committees comprised entirely of independent directors .
- Attendance: Board held 9 meetings in 2024; the Board had 100% attendance at every meeting except one, and each director attended all committee meetings on which they served; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in arrears per policy |
| Lead Independent Director retainer | $25,000 | Paid quarterly in arrears per policy |
| NGSC Chair retainer | $20,000 | Paid quarterly in arrears per policy |
| Fees earned (cash) – 2024 | $125,000 | Actual for Nettles in 2024 |
| Annual equity grant (Time-Based RSUs) – policy | $190,000 | Granted first business day of each calendar year; units based on 10-day average price |
| Stock awards – grant-date fair value – 2024 | $185,437 | ASC 718 fair value in 2024 |
| Unvested RSUs (as of Dec 31, 2024) | 8,045 | Vested on Jan 2, 2025 |
- No meeting fees are paid; directors may be reimbursed for travel and related expenses .
Performance Compensation
- RXO’s non-employee directors receive time-based RSUs; no director performance-based equity awards or cash bonuses are disclosed for directors .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards | None | Reduces risk of interlocks |
| Compensation Committee interlocks | None | No officer/employees served; no material transactions in 2024 with committee members |
Expertise & Qualifications
- Corporate culture-building, ESG, labor/employment law, and HR with executive compensation and talent management experience .
- Board’s skills matrix highlights her strengths across governance, risk management, human resources, talent management, M&A/optimization, and multinational corporate management relevant to RXO .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (Record Date) | 23,230 | Less than 1% of outstanding shares |
| RSUs counted in beneficial ownership (Record Date) | 7,745 | Per beneficial ownership table |
| Unvested RSUs outstanding (12/31/2024) | 8,045 | Vested on Jan 2, 2025 |
| Ownership as % of shares outstanding | <1% | Denoted “* less than 1%” |
| Director stock ownership guideline | 5x annual cash retainer | Directors have five years to comply; time-based RSUs and vested deferred RSUs count |
| Compliance status | In compliance or on track | As of Record Date, all covered individuals complied or were on the way to complying |
| Hedging/pledging | Prohibited | Insider trading policy prohibits pledging or hedging company securities |
Insider Trades
| Trade Date | Filing Date | Type | Shares | Price | Source |
|---|---|---|---|---|---|
| Nov 12, 2024 | Nov 14, 2024 | Open market purchase (P) | 1,800 | $27.89 |
Governance Assessment
- Strengths:
- Lead Independent Director role enhances independent oversight, with explicit responsibilities for executive sessions and Board coordination .
- Committee leadership and rotation: moved from Compensation Chair to NGSC Chair and Audit member in Sept 2024, aligning skills with ESG/governance oversight and strengthening audit oversight .
- Strong attendance and engagement: Board had near-perfect attendance; committee attendance was 100% by each member; directors attended Annual Meeting .
- No public company interlocks; no Item 404 related-party transactions disclosed involving Compensation Committee members in 2024 .
- Stock ownership expectations (5x cash retainer) and compliance/on-track status; hedging/pledging prohibited; say-on-pay approval ~91% indicates broad shareholder support for compensation framework .
- Potential Risks/Considerations:
- Significant external role: Expanded remit at ManpowerGroup to include legal and corporate governance as of Jan 2025 may increase time commitments; continued Board monitoring of attendance and engagement mitigates this concern .
- Audit Committee quality relies on financial expert Szlosek; Nettles contributes HR/legal/ESG expertise rather than accounting specialization, which is appropriate given committee’s composition and designated financial expert .
Notes on Committee Structure and Meetings
| Committee | Members (as of Record Date) | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Szlosek, Breves, Cooper, Nettles | Szlosek | 5 meetings; 1 unanimous written consent |
| Compensation | Kingshott, Kissel, Renna (Cooper added Jan 1, 2025) | Kingshott | 6 meetings; 1 unanimous written consent |
| NGSC | Breves, Nettles, Kingshott, Renna | Nettles | 2 meetings; 1 unanimous written consent |
Director Compensation Policy Reference
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in arrears |
| Time-Based RSUs | $190,000 | Granted first business day each year; units based on 10-day average price |
| Vice Chair retainer | $25,000 | Paid quarterly in arrears |
| Lead Independent Director retainer | $25,000 | Paid quarterly in arrears |
| Audit Chair retainer | $25,000 | Paid quarterly in arrears |
| Compensation Chair retainer | $20,000 | Paid quarterly in arrears |
| NGSC Chair retainer | $20,000 | Paid quarterly in arrears |
Additional Governance Policies
- Majority voting in uncontested director elections; failure to receive majority requires resignation tender .
- Board declassification expected by 2026; annual elections thereafter .
- Clawback policy for incentive-based compensation applies to NEOs per Rule 10D-1; directors subject to stock ownership guidelines and insider trading policy; no golden parachute tax gross-ups .
- Board oversight of sustainability via NGSC; IT/cyber risk oversight with regular updates and benchmarks .
Overall, Michelle Nettles presents strong governance credentials and independence, with deep HR/legal/ESG expertise, consistent committee leadership, and aligned ownership, alongside an open-market share purchase that signals confidence; no related-party or interlock red flags are disclosed .