Bella Allaire

About Bella Allaire

Bella Allaire, 71, has served as an independent director of XPO since November 1, 2022. She is Chief Administrative Officer of Raymond James Financial (since October 2024) and previously served as Raymond James’ EVP of Technology & Operations (June 2011–October 2024). Earlier roles include Managing Director and CIO of UBS Wealth Management Americas and EVP/CIO and other technology leadership roles at Prudential Securities. She holds a bachelor’s degree from Lviv University, Ukraine .

Past Roles

External Roles

Board Governance

• Independence: The Board affirms Ms. Allaire’s independence under XPO’s Corporate Governance Guidelines and NYSE standards; all committee members on Audit, Compensation & Human Capital (CHCC), and Nominating, Corporate Governance & Sustainability (NCGSC) are independent .
• Committees and roles (2025 proxy date): Chair, NCGSC; not a member of Audit, CHCC, or Operational Excellence Committee (OEC) .
• Committee transitions: NCGSC chair rotated mid-2024—Landry chaired through June 6, 2024; Allaire has chaired since June 6, 2024 (with Frye and Moshouris as members) .
• Board/Committee attendance: Board met 4 times in 2024; each current director attended at least 75% of the Board and applicable committee meetings. All directors standing for re‑election, except Mr. Taylor, attended the 2024 annual meeting (implies Allaire attended) .
• NCGSC activity: NCGSC met twice in 2024 and acted once by unanimous written consent; oversees governance, sustainability strategy/disclosure, director nominations, committee assignments, and annual board/committee evaluations .
• Stockholder support context: Average director support 99% and Say‑on‑Pay support 97% at 2024 annual meeting .

Committee Membership Snapshot (as of Proxy date)

Fixed Compensation

• Structure (2024 policy): Non‑employee directors receive $80,000 annual cash retainer; additional retainers—Vice Chair $25,000; Lead Independent Director $25,000; Committee Chairs: Audit $25,000, CHCC $20,000, NCGSC $20,000; non‑employee OEC members $20,000. No meeting fees; cash paid quarterly; expenses reimbursed .
• Ms. Allaire’s 2024 cash fees earned: $91,374 (reflecting mid‑year elevation to NCGSC chair on June 6, 2024, below the full‑year $100,000 that would apply if chair for the entire year) .

Mix note: Based on 2024 totals below, her compensation mix is weighted toward equity (time‑based RSUs). The overall structure is standard and market‑benchmarked by the CHCC with Exequity LLP; no 2024 changes were recommended .

Performance Compensation

• Directors receive annual time‑based RSUs; no performance conditions disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep technical and operational expertise from senior roles overseeing technology transformation and operations at major financial institutions .
• Significant experience in cybersecurity, enterprise risk management, and talent management—capabilities the Board cites as aligned with XPO’s technology and service ecosystems and operational excellence focus .

Equity Ownership

Governance Assessment

• Strengths: Independent director and Chair of the NCGSC with relevant technology, cybersecurity, ERM, and talent expertise; stable, market‑aligned director pay structure with majority equity; ownership guidelines enforced and directors in compliance; hedging/pledging prohibited; strong shareholder support (99% average for directors; 97% Say‑on‑Pay) enhances confidence in governance .

• Engagement/attendance: Board met 4 times in 2024; each current director met the 75% attendance threshold; Allaire attended the 2024 annual meeting (only Mr. Taylor did not) .

• Conflicts/related parties: No Item 404 related‑party transactions disclosed involving Ms. Allaire; the only disclosed related‑party item in 2024 was a sublease to Jacobs Private Equity (JPE) approved by the Audit Committee. The Board explicitly evaluated relationships for independence determinations and affirmed independence (except for the Executive Chair and CEO) .

• Compensation oversight environment: CHCC comprised of independent directors (Taylor—Chair, Landry, Moshouris), met six times in 2024; retains Exequity LLP as independent consultant; no interlocks or material related‑party transactions involving CHCC members in 2024 .

• RED FLAGS: None identified in XPO’s latest proxy for Ms. Allaire (no related‑party transactions, hedging/pledging prohibited, compliance with ownership guidelines, and adequate attendance) .

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Citations
Director matrix and committee memberships (independence flag).
Stockholder engagement; 2024 average director support and Say‑on‑Pay result.
Allaire biography, age, education, external employment, skills alignment (no other public boards).
Committee membership table; committees comprised of independent directors.
Committee responsibilities, CHCC meeting count and remit.
NCGSC composition change (June 6, 2024), NCGSC meeting count, Board meeting count and annual meeting attendance.
2024 Director Compensation Table; Allaire’s cash fees, stock awards; RSU counts and vesting.
Director compensation program details (retainers, chair fees, OEC fee, no meeting fees, benchmarking/consultant).
Stock ownership guidelines (6x cash retainer; 70% retention; 5‑year compliance; all in compliance; hedging/pledging prohibitions; no CHCC interlocks).
Director independence determinations (Board‑level affirmation).
Related‑party transactions section (only JPE sublease disclosed; Audit Committee oversight).
Beneficial ownership table (Allaire share count and <1% indicator).