Troy Cooper
About Troy Cooper
Independent director at RXO since June 10, 2024 (became independent January 1, 2025); age 55. Former President of XPO’s global operations, with deep operating, integration, and accounting leadership across transportation and equipment rental; B.S. in Accounting from Marietta College. Currently serves on RXO’s Audit and Compensation Committees; no other public company directorships disclosed. Independence determination: not independent during 2024; classified as independent effective January 1, 2025 under RXO’s Corporate Governance Guidelines and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XPO Logistics | SVP Operations; launched flagship Charlotte brokerage hub | Sep 2011 – May 2014 | Built and scaled core brokerage operations |
| XPO Logistics Europe | COO & CEO (Europe) | May 2014 – (date not specified) | Led “highly successful integration” in Europe |
| XPO Logistics (Global) | President, Global Operations | Apr 2018 – Jan 2022 (retired) | Executive leadership of global operations |
| United Rentals | VP & Group Controller | 1997 – 2009 | Instrumental in integration of 200+ acquisitions across U.S./Canada/Mexico |
| United Waste Systems | Division Controller | 1996 – 1997 | Built integrated organization across 25 states |
| Arthur Anderson | Public Accounting | 1991 – 1993 | Early career foundation in accounting |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
| Other public company boards: None . |
Board Governance
- Current RXO committee assignments: Audit Committee member; Compensation Committee member (appointed January 1, 2025). Not a committee chair .
- Independence: Independent effective January 1, 2025; not independent during 2024 under RXO’s Guidelines/NYSE standards .
- Attendance: In 2024, the Board held nine meetings; the Board reported 100% attendance at every meeting except one. All committees reported 100% attendance by each committee member at every committee meeting .
- Executive sessions/leadership: RXO maintains a lead independent director; executive sessions of independent directors occur at least annually per Governance Guidelines .
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| 2024 Cash fees (earned) | $49,231 | Partial year as he became a non-employee director on June 10, 2024 . |
| 2024 Stock awards (grant date fair value) | $109,854 | Pro-rated equity for 2024 service; RSUs time-based . |
| 2024 Total | $159,085 | Sum of cash and equity grant-date fair value . |
| Standard annual director cash retainer | $80,000 | Paid quarterly in arrears . |
| Standard annual director equity | $190,000 in time-based RSUs | Granted first business day each calendar year; number determined by 10-day average price before grant . |
| Chair/lead/vice-chair adders | Audit Chair: $25,000; Comp Chair: $20,000; NGS Chair: $20,000; Lead/ Vice Chair: $25,000 each | Payable quarterly; not applicable to Cooper (not a chair/lead/vice) . |
Performance Compensation
- Non-employee director equity is time-based only; no performance-conditioned metrics disclosed for directors (RSUs vest based on service, e.g., 2024 unvested RSUs vested January 2, 2025) .
| Performance Metric(s) Applied to Director Pay | Weight/Target | Outcome |
|---|---|---|
| None disclosed for non-employee directors (time-based RSUs only) | — | — |
RSU vesting illustration: As of December 31, 2024, Cooper held 4,119 unvested RSUs; these vested on January 2, 2025 .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None | — | RXO disclosure lists no other public company boards for Cooper . |
Potential network considerations: Cooper’s prior executive roles at XPO and earlier work at companies founded/led by Brad Jacobs indicate historical professional overlap; RXO’s Board nevertheless determined Cooper to be independent effective January 1, 2025, following its Guidelines/NYSE criteria and review of relationships not requiring Item 404(a) disclosure .
Expertise & Qualifications
- Industry/operations: More than a decade leading truck brokerage operations and integrations at XPO; deep understanding of brokered transportation .
- Accounting/finance: Over a decade in accounting management; VP/Group Controller United Rentals; early public accounting experience .
- Strategic integration: Led major integrations in Europe and across multi-acquisition platforms .
- Board’s skills matrix: Business operations, corporate governance, capital allocation, financial statements/capital structures, M&A/integration, transportation/logistics, risk management, talent management .
Equity Ownership
| Holder | Shares Owned | RSUs Counted | Deferred RSUs | % of Shares Outstanding |
|---|---|---|---|---|
| Troy Cooper | 267,099 | 7,745 | — | <1% |
| Notes: As of March 26, 2025 record date; percentage per RXO’s ownership table methodology (RSUs include those vested/will vest within 60 days) . | ||||
| Additional detail: As of December 31, 2024, Cooper held 4,119 unvested RSUs; these vested on January 2, 2025 . | ||||
| Pledging/hedging: RXO’s insider trading policy prohibits pledging and hedging of company stock . | ||||
| Stock ownership guideline (directors): 5x annual cash retainer; directors have five years to comply; all covered individuals are compliant or on track within the required period . |
Governance Assessment
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Strengths
- Committee roles on Audit and Compensation provide direct oversight of financial reporting, controls, and pay practices; both committees are composed solely of independent directors .
- Independence status achieved January 1, 2025 after board-level review; mitigates perceived conflicts from prior executive roles elsewhere .
- Board and committees reported robust attendance in 2024, supporting engagement and effectiveness .
- Director pay structure balanced: standard cash retainer plus time-based RSUs; no meeting fees or excessive perquisites; adders restricted to leadership roles .
- Strong compensation governance: clawback policy; stock ownership requirements; no hedging/pledging; independent compensation consultant (Pearl Meyer); no interlocks .
- Shareholder alignment signal: 2024 say-on-pay received >91% approval .
-
Watch items / potential yellow flags (no explicit red flags disclosed)
- Newly independent as of Jan 1, 2025 (not independent in 2024); continue monitoring for any related-party dynamics as board transitions leadership roles post-2025 meeting .
- Historic professional overlap with other leaders from prior companies (e.g., XPO/United Rentals ecosystems) warrants routine scrutiny, though RXO disclosed no related-party transactions involving Cooper and confirmed committee independence .
-
No red flags disclosed
- No related-party transactions involving Cooper disclosed; Audit Committee oversees and screens such transactions .
- Section 16(a) compliance: all required filings completed for 2024 .
- Securities policy restricts pledging/hedging; code of ethics and governance guidelines in force .