Stephen Renna
About Stephen Renna
Stephen Renna (age 66) is an independent director of RXO, serving since November 1, 2022; he is a Class I director with a term expiring at the 2026 Annual Meeting . He serves on the Compensation Committee and the Nominating, Governance and Sustainability Committee (NGSC) and is classified as independent under RXO’s Corporate Governance Guidelines and NYSE standards . Renna’s background spans senior public- and private-sector finance roles: Principal of Federal Agency Finance Advisors, LLC since February 2025; Senior Managing Director at Ankura (May 2021–Feb 2025); Chief Banking Officer at U.S. EXIM (Aug 2019–Jan 2021); Executive Director at the U.S. Department of Commerce Advocacy Center (Sep 2017–Aug 2019); and President/CEO of the Commercial Real Estate Finance Council (May 2011–Apr 2016) . He holds a JD from Catholic University and a BA from Fairfield University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Agency Finance Advisors, LLC | Principal | Feb 2025–present | Advises companies seeking loans from federal agencies |
| Ankura Consulting Group (Global Strategic Advisory) | Senior Managing Director | May 2021–Feb 2025 | Strategic advisory on finance, capital formation |
| U.S. Export-Import Bank | Chief Banking Officer | Aug 2019–Jan 2021 | Oversaw execution of EXIM trade financing arrangements |
| U.S. Dept. of Commerce – The Advocacy Center | Executive Director | Sep 2017–Aug 2019 | Led advocacy for U.S. exporters; government engagement |
| Commercial Real Estate Finance Council | President & CEO | May 2011–Apr 2016 | Industry leadership; finance/structuring focus |
| National Association of Real Estate Investment Managers | President | Earlier tenure (not dated) | Industry association leadership |
External Roles
| Category | Organization/Board | Role | Notes |
|---|---|---|---|
| Public Company Boards | None | — | RXO proxy lists no other public company directorships for Renna |
| Professional/Advisory | Federal Agency Finance Advisors, LLC | Principal | Advises companies on federal agency finance |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating, Governance and Sustainability Committee .
- Chair roles: None (Compensation Committee chaired by Adrian Kingshott; NGSC chaired by Michelle Nettles) .
- Independence: Affirmatively determined independent (all directors except Jacobs, Wilkerson and Cooper during 2024; Cooper became independent effective Jan 1, 2025) .
- Attendance and engagement: Board held nine meetings in 2024; directors had 100% attendance at every board meeting except one; committees had 100% attendance by each committee member at every committee meeting .
- Executive sessions: Lead Independent Director presides over executive sessions of independent directors at least once per year; Vice Chair provides support on governance and shareholder engagement .
| Committee | Role | 2024–2025 Membership Details |
|---|---|---|
| Compensation Committee | Member | 2024 comp committee reconstituted Sep 23, 2024 to Kingshott (Chair), Kissel, Renna; Troy Cooper added Jan 1, 2025 |
| Nominating, Governance & Sustainability (NGSC) | Member | Reconstituted Sep 23, 2024: Breves, Nettles (Chair), Kingshott, Renna |
| Audit Committee | — | Not a member; Audit chaired by Thomas Szlosek; committee consists solely of independent directors |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Standard non-employee director retainer |
| Committee chair fees | 0 | No chair roles (Audit: $25k; Compensation: $20k; NGSC: $20k for chairs only) |
| Lead Independent Director fee | 0 | Not applicable; Renna is not Lead Independent Director |
| Vice Chair fee | 0 | Not applicable |
| Meeting fees | 0 | Company does not pay additional meeting fees |
| Total cash | 80,000 | Fees earned in cash for 2024 |
Performance Compensation
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (Director) | Jan 2, 2024 | 8,045 | 185,437 | Vested on Jan 2, 2025 | Annual grant under director policy ($190k target; RSU count based on 10-day average price); unvested as of Dec 31, 2024, vested Jan 2, 2025 |
| RSUs (Director) | Jan 2, 2025 | 7,745 | — | Vests on Jan 2, 2026 | Reported on Form 4; each RSU converts to one share or cash at settlement; vest one year later |
- Equity vehicle: Time-based RSUs only; no stock options or PSUs disclosed for directors .
- Performance metrics tied to director compensation: Not applicable—director equity awards are time-based, not performance-based .
Other Directorships & Interlocks
- Other public company boards: None listed for Renna .
- Compensation Committee interlocks: None—members were independent; no material transactions; no cross-committee interlocks involving RXO executives .
Expertise & Qualifications
- More than 30 years in public/private-sector finance, investment structuring, business planning, capital formation, and federal agency functions; practiced tax law and spent 15 years in tax policy .
- Board’s skills matrix includes corporate governance, capital allocation, financial analysis, risk management, and multinational management—areas where Renna contributes expertise .
Equity Ownership
| Ownership Detail (Record Date: Mar 26, 2025) | Amount | Notes |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 23,130 | Direct ownership; less than 1% of shares outstanding |
| RSUs (unvested at Record Date) | 7,745 | 2025 director RSU grant; vests Jan 2, 2026 |
| Deferred RSUs | — | None |
| Percent of Common Stock Outstanding | <1% | As disclosed |
- Vested vs. unvested detail: As of Dec 31, 2024, Renna held 8,045 unvested RSUs that vested on Jan 2, 2025; as of the Record Date, he held 7,745 RSUs scheduled to vest on Jan 2, 2026 .
- Stock ownership guidelines: Directors must hold at least 5x annual cash retainer; compliance assessed including time-based RSUs and vested deferred RSUs; company states all covered individuals complied or were on track within the required period .
- Hedging/pledging: Company insider trading policy prohibits pledging/hedging of company stock .
Insider Trades
| Date (Trade/Report) | Security/Type | Qty/Price | Ownership | Notes |
|---|---|---|---|---|
| Jan 2, 2025 (filed Jan 6, 2025) | RSUs – grant (A) | 7,745 (n/a) | Direct | RSUs vest Jan 2, 2026; each RSU settles into 1 share or cash equal to FMV |
| Jan 2, 2025 (filed Jan 6, 2025) | Common – RSU vest (M) | 8,045 (0.00) | Direct | RSUs vested and converted; footnotes confirm vest date and nature |
| Nov 9, 2023 (filed Nov 13, 2023) | Common – open market purchase (P) | 1,700 @ $17.59 | Direct | Individual share purchase; Form 4 confirms details |
Governance Assessment
- Independence and committee roles: Renna is independent and serves on Compensation and NGSC—two core governance committees—supporting board oversight of pay, governance, and sustainability .
- Attendance: Board and committees recorded strong attendance in 2024 (board: 100% except one meeting; committees: 100% for members), indicating engagement .
- Director pay structure: Mix is aligned with shareholder interests—modest cash retainer and annual time-based RSUs; no meeting fees; no options; no high-risk instruments or tax gross-ups for directors .
- Ownership alignment: Renna holds common shares and unvested RSUs; company imposes 5x retainer ownership guidelines and prohibits pledging/hedging, which supports alignment and mitigates risk .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Renna; Compensation Committee interlocks explicitly reported as none .
- Shareholder signals: 2024 say-on-pay received over 91% approval, suggesting broad investor support for RXO’s compensation governance framework overseen by the Compensation Committee (of which Renna is a member) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None | — | No public company interlocks disclosed for Renna |
Expertise & Qualifications
- Finance, investment structuring, capital formation, federal agencies; tax law/policy experience enhances oversight of complex transactions, government interactions, and risk management .
- Skills matrix coverage includes corporate governance, financial analysis, risk, talent management, and M&A—areas relevant to RXO’s strategy and oversight needs .
Equity Ownership
| Metric | Detail |
|---|---|
| Shares owned | 23,130 (direct), <1% of outstanding |
| RSUs | 7,745 unvested (2025 grant), vest Jan 2, 2026 |
| Pledging/Hedging | Prohibited by company policy |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Leadership Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 80,000 | 0 | 80,000 |
Performance Compensation
| Year | Equity Type | Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | 8,045 | 185,437 | Vested on Jan 2, 2025 |
| 2025 | RSUs | 7,745 | — | Vests on Jan 2, 2026 |
- No stock options or performance-based equity for directors disclosed .
Governance Quality Notes
- Compensation Committee composition and independence maintained; independent consultant (Pearl Meyer) retained with no conflicts identified .
- Risk oversight processes span Audit (enterprise risk, related-party review), Compensation (pay-risk balance), and NGSC (governance and sustainability), with documented charters and responsibilities .
RED FLAGS: None disclosed specific to Renna. No related-party transactions, no pledging/hedging, no meeting-fee inflation, and strong attendance support investor confidence .