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Allison Landry

Vice Chair at XPOXPO
Board

About Allison Landry

Allison Landry, age 46, is an independent director of XPO and has served as vice chair of the Board since November 1, 2022; she joined the Board on August 2, 2021 after a 16-year career as a senior transportation research analyst at Credit Suisse covering trucking, railroads, airfreight, and logistics, preceded by finance roles at OneBeacon Insurance. She holds an MBA from Boston University’s Questrom School of Business and a BA in psychology from College of the Holy Cross .

Past Roles

OrganizationRoleTenureCommittees/Impact
Credit SuisseSenior Transportation Research AnalystSep 2005 – Jul 2021Covered trucking, railroad, airfreight, logistics; investor-focused analysis expertise
OneBeacon Insurance (now Intact Insurance Specialty Solutions)Financial Analyst; Senior AccountantPrior to Credit SuisseEarly finance/accounting foundation

External Roles

OrganizationRoleTenureNotes
QXO, Inc. (NYSE: QXO)Lead Independent DirectorSince Jun 2024Interlocks with XPO Executive Chairman Brad Jacobs, who is QXO’s Chairman & CEO

Board Governance

ItemDetail
IndependenceIndependent director (affirmed under NYSE and XPO Guidelines)
Board LeadershipVice Chair of the Board since Nov 1, 2022; supports lead independent director and executive chairman in governance and stockholder engagement
Current CommitteesAudit (Member); Compensation & Human Capital (Member); Operational Excellence (Member)
Prior Committee ChairNominating, Corporate Governance & Sustainability Committee Chair from Jan 1, 2024 to Jun 6, 2024; post-reconstitution, Bella Allaire became Chair
AttendanceBoard met 4 times; Audit met 6; CHCC met 6; OEC met 5 in 2024. Each director attended at least 75% of aggregate Board and applicable committee meetings; all directors standing for re-election except Mr. Taylor attended the 2024 annual meeting (Landry attended)
Committee CompositionAudit, CHCC, and NCGS committees are composed entirely of independent directors; OEC is a standing committee formed in Apr 2023
Say-on-Pay Support2024 say-on-pay approval 97%; directors received 99% support on average, signaling strong investor confidence

Fixed Compensation

ComponentPolicy/Amount2024 Amount Earned (Cash)
Annual Director Cash Retainer$80,000 paid quarterly in arrears $80,000 (component of total)
Vice Chair RetainerAdditional $25,000 annual cash retainer $25,000 (component of total)
Operational Excellence Committee (non-employee members)$20,000 annual cash retainer $20,000 (component of total)
Committee Chair FeesAudit Chair $25,000; CHCC Chair $20,000; NCGS Chair $20,000 (not applicable to Landry in 2H 2024) N/A for 2H 2024 (was NCGS Chair until Jun 6, potential partial period)
Total Fees Earned in Cash (2024)Reflects components above and any proration; fees paid in arrears $130,275

No meeting fees; out-of-pocket expenses reimbursed; cash paid quarterly in arrears .

Performance Compensation

Award TypeGrant DateShares/UnitsGrant Date Fair ValueVesting
Time-Based RSUs (annual director grant)Jan 2, 20242,160$183,341Vested Jan 2, 2025

XPO’s non-employee director equity is time-based RSUs only; no disclosed director PSUs/options in 2024 .

Other Directorships & Interlocks

CompanyRoleInterlock/Conflict Consideration
QXO, Inc.Lead Independent DirectorInterlock with Brad Jacobs (QXO Chairman & CEO; XPO Executive Chairman). XPO’s Guidelines mandate advance notice for new public boards and NCGS review of capacity; Board reconstitutions and independence assessments conducted annually

Expertise & Qualifications

  • 15+ years equity research coverage across transport subsectors (trucking, rail, airfreight, logistics), adding investor perspective and valuation acumen to XPO’s Board .
  • Financial analysis and capital markets expertise; supports Audit and CHCC work and strategic evaluation of LTL growth opportunities .
  • MBA (Boston University) and psychology BA (Holy Cross) .

Equity Ownership

MetricAmountNotes
Common Shares Beneficially Owned (Record Date 3/25/2025)9,125Direct ownership; less than 1% of outstanding
RSUs Held as of Dec 31, 20242,160Annual director RSUs; vested Jan 2, 2025
Ownership % of Shares Outstanding<1%“*” indicates less than 1% per proxy
Stock Ownership Guidelines6x annual cash retainer for non-employee directors; retain 70% of net shares until compliant; 5-year compliance horizon; all directors compliant as of Record Date
Hedging/PledgingProhibited by Insider Trading Policy (no hedging, pledging, margin)

Governance Assessment

  • Independence and Roles: Landry is independent, serves as vice chair, and sits on Audit, CHCC, and OEC, indicating strong engagement in oversight of financial reporting, pay practices, and operational execution .
  • Attendance and Engagement: Met at least the 75% attendance threshold across Board/committee meetings and attended the 2024 annual meeting, supporting board effectiveness .
  • Compensation Alignment: Director pay combines cash retainer with time-based RSUs; 2024 total director compensation was $313,616 (cash $130,275; stock awards $183,341), consistent with market benchmarking and equity alignment; no meeting fees, minimizing pay inflation .
  • Ownership Alignment: Holds 9,125 shares and annual RSUs; Board-wide compliance with stringent ownership guidelines (6x cash retainer; retention requirements), and robust clawbacks for executives; hedging/pledging prohibited—positive alignment signals .
  • Other Directorships/Interlocks: Lead independent director at QXO; interlocks with Brad Jacobs across XPO/QXO networks. Governance mitigants include annual independence determinations, outside directorship capacity reviews, majority voting, and NCGS oversight of political activity and sustainability .
  • Related-Party Transactions: No Landry-specific RPTs disclosed; the only RPT noted is XPO’s sublease to Jacobs Private Equity ($131,164 in 2024), reviewed/approved by the Audit Committee—important context for oversight rigor .
  • Investor Confidence: High say-on-pay (97%) and director support (99%) in 2024 reflect broad shareholder endorsement of governance and compensation frameworks; CHCC uses independent consultant (Exequity), with no conflicts .

RED FLAGS and Monitoring Points

  • Interlocks: Dual service at QXO alongside Brad Jacobs creates potential perception of influence overlap; continue monitoring NCGS oversight, independence determinations, and any XPO-QXO transactions for related-party exposure .
  • Capacity: Outside directorships reviewed for load; none of XPO’s directors serve on >3 public company boards; maintain watch as responsibilities evolve .

Overall signal: Independent vice chair with strong investor/transport expertise, active committee roles, solid attendance, and equity-aligned compensation. Interlocks with QXO merit ongoing monitoring but are mitigated by formal independence reviews and robust committee governance .