Thomas Szlosek
About Thomas Szlosek
Thomas (Tom) Szlosek, age 61, has served as an independent director of RXO since November 1, 2022. He is Chief Financial Officer of AutoNation, Inc. (joined August 2023), and previously served as CFO of Avantor (December 2018–August 2023) and Senior Vice President & CFO of Honeywell (April 2014–December 2018). He is a CPA, began his career at Price Waterhouse (now PwC), held finance leadership roles at GE in Asia and Europe, and currently chairs RXO’s Audit Committee; the Board has designated him an “audit committee financial expert.” He holds a bachelor’s degree from SUNY Geneseo.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | Chief Financial Officer | Since Aug 2023 | Public company CFO; extensive financial leadership experience |
| Avantor, Inc. | Chief Financial Officer | Dec 2018–Aug 2023 | Public company CFO; capital markets and operating finance |
| Honeywell | SVP & Chief Financial Officer | Apr 2014–Dec 2018 | Fortune 500 CFO; global operations oversight |
| General Electric (GE) | Finance leadership roles (e.g., CFO GE Medical Systems Asia; CFO GE Consumer Finance Europe) | Prior to Honeywell | International finance leadership (Japan, Ireland) |
| Price Waterhouse (PwC) | Audit practice | Early career | CPA foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janus International Group, Inc. (NYSE: JBI) | Director; Audit Committee Chair | Since June 2021 | Board oversight; audit chair responsibilities |
Board Governance
- Committee assignments and chair roles (2024–2025):
- Audit Committee: Chair (Tom Szlosek). 2024 membership: Szlosek (chair), Breves, Kingshott; reconstituted Sept 23, 2024 to Szlosek (chair), Breves, Nettles. The Audit Committee met five times in 2024 and took one action by unanimous written consent. Board determined Szlosek is an “audit committee financial expert.”
- Current Audit Committee composition in 2025 proxy materials lists: Szlosek (Chair), Breves, Cooper, Nettles.
- Compensation Committee (not a member): 2024 members, meeting frequency.
- Nominating, Governance & Sustainability Committee (not a member): 2024 members, meeting frequency.
- Independence status: The Board affirmatively determined all directors who served during any part of 2024—except Mr. Jacobs, Mr. Wilkerson and Mr. Cooper—are independent under NYSE standards; Audit Committee members (including Szlosek) also meet heightened SEC independence standards.
- Board/committee attendance: RXO’s Board held nine meetings in 2024; “all nine persons currently serving as directors attended all our board meetings except for one meeting.” Each current director attended all meetings of the committees on which they served. All directors attended the 2024 annual meeting.
- Tenure/classification: Class I director; term expiring at the 2026 Annual Meeting (transitioning to annual elections by 2026).
- Audit oversight context: Audit Committee pre-approves all auditor services; 2024 auditor (Deloitte) fees totaled $3,007,836 (Audit fees $3,004,046; All Other Fees $3,790; no audit-related or tax fees).
Fixed Compensation (Non-Employee Director Compensation)
| Year | Cash Retainer (Base) | Chair Fee | Total Cash | Equity (Time-Based RSUs, Grant-Date Fair Value) | Total |
|---|---|---|---|---|---|
| 2024 | $80,000 (policy) | $25,000 (Audit Chair, policy) | $105,000 (actual fees earned) | $185,437 (grant-date fair value) | $290,437 |
- Policy detail: Non-employee directors receive an $80,000 annual cash retainer and Time-Based RSUs valued at $190,000 each year, granted on the first business day of the calendar year; Audit Committee chair receives an additional $25,000 cash retainer (vice chair and lead independent director: $25,000; Compensation and Nominating committee chairs: $20,000).
Performance Compensation (Structure for Directors)
| Component | Performance Metric(s) | Weight | Vesting/Timing | Notes |
|---|---|---|---|---|
| Time-Based RSUs (annual director equity) | None (time-based only) | N/A | Annual grant; unvested RSUs outstanding at 12/31/2024 vested on Jan 2, 2025 | Number of units set by dividing $190,000 by 10-day avg price before grant date |
RXO’s director equity is time-based RSUs only; no options or performance share units are disclosed for directors in 2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Notes |
|---|---|---|---|
| Janus International Group, Inc. (NYSE: JBI) | Director | Audit Committee Chair | External board role noted in RXO proxy |
- Independence safeguards: RXO’s Board confirmed independence under NYSE standards; Audit Committee members also satisfy SEC independence rules. Related-party transactions are reviewed/approved by the Audit Committee per charter.
Expertise & Qualifications
- Designated “audit committee financial expert” by the Board.
- 30+ years of financial management across automotive, life sciences, medical, technology, and manufacturing; Fortune 500 CFO experience; international finance leadership (Asia, Europe); CPA.
Equity Ownership
| As-Of Date | Common Shares Beneficially Owned | RSUs | Deferred RSUs | % Outstanding |
|---|---|---|---|---|
| Record Date (Mar 26, 2025) | 13,034 | 7,745 | 19,582 | <1% |
| Dec 31, 2024 (holdings detail) | — | 8,045 unvested RSUs (vested Jan 2, 2025) | 11,537 fully vested deferred RSUs | — |
Stock Ownership Guidelines (alignment): Directors must hold five times the annual cash retainer; compliance counts time-based unvested RSUs and vested deferred RSUs for directors; five-year window to comply. As of the Record Date, each covered individual complied or was on track within the required period.
Securities Trading Policy: RXO maintains a securities trading policy for directors, officers and employees (see Exhibit 19 to the 2024 Form 10-K).
Governance Assessment
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Strengths
- Financial stewardship: Audit Committee chaired by a seasoned public-company CFO designated as an audit committee financial expert, with clear oversight over internal controls, auditor independence, and related-party transactions. 2024 audit workload included five committee meetings; robust pre-approval regime for auditor services.
- Independence and attendance: Board independence affirmed (excluding named insiders); each current director attended all committee meetings on which they served; full director attendance at the 2024 annual meeting.
- Ownership alignment: Director compensation is weighted to equity via annual time-based RSUs; directors required to hold 5x cash retainer with five-year compliance window; covered individuals collectively in compliance or on track.
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Potential risks/monitoring items
- External commitments: Concurrent executive role (CFO of AutoNation) and external board (Janus) increase time demands; however, RXO affirms independence and committee effectiveness. Continue to monitor workload and attendance disclosures in future proxies.
- Related-party exposure: No specific Item 404 transactions involving Mr. Szlosek are disclosed in the sections cited; Audit Committee retains explicit oversight of any such transactions.
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RED FLAGS
- None disclosed regarding low attendance, related-party transactions, pledging, or option repricing in the cited materials. Independence affirmed for Szlosek; committee attendance reported as complete for those serving.