Irene Moshouris
XPOAbout Irene Moshouris
Independent director (age 64) at XPO since November 1, 2022; currently Chair of the Audit Committee, and member of the Compensation and Human Capital Committee (CHCC) and the Nominating, Corporate Governance and Sustainability Committee (NCGSC). Former Senior Vice President–Treasurer at United Rentals; earlier treasury/tax roles at Avon, GTE, Sterling Winthrop, and Arthur Andersen. Holds LL.M. (Taxation) from NYU School of Law, J.D. from Brooklyn Law School, and B.A. from Queens College; designated Audit Committee Financial Expert by XPO’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Rentals, Inc. (NYSE: URI) | Senior Vice President–Treasurer | Apr 2011–Jun 2023 | Senior financial leadership; treasury oversight |
| United Rentals, Inc. (NYSE: URI) | Vice President & Treasurer | Aug 2006–Apr 2011 | Treasury leadership |
| Avon Products, Inc. | Vice President & Deputy Treasurer | Not disclosed | International treasury experience |
| GTE Corporation | Corporate Tax Manager | Not disclosed | Tax management |
| Sterling Winthrop Inc. | Tax Director, Pharmaceutical Group | Not disclosed | Tax leadership |
| Arthur Andersen & Co. | Tax Manager | Not disclosed | Tax advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. (NYSE: SUM) | Director | Jan 2024–Feb 2025 | Not disclosed |
| Current public company boards | None | — | — |
Board Governance
- Independence: Affirmatively determined independent under NYSE and XPO guidelines; Audit, CHCC, and NCGSC are entirely independent.
- Committee assignments: Audit Committee Chair; CHCC member; NCGSC member; Audit Financial Expert designation.
- Attendance: Board met 4 times in 2024; each current director attended at least 75% of aggregate Board/committee meetings served. Audit met 6 times (+1 written consent); CHCC met 6 times (+3); NCGSC met 2 times (+1); Operational Excellence Committee (OEC) met 5 times.
- Committee rotation: Audit chair role transitioned to Moshouris on June 6, 2024 (post-resignation of prior chair).
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 6 meetings; 1 unanimous written consent | Financial reporting, internal controls, related-party reviews |
| Compensation & Human Capital Committee | Member | 6 meetings; 3 unanimous written consents | Executive/director compensation oversight; consultant independence; ownership guidelines |
| Nominating, Corporate Governance & Sustainability Committee | Member | 2 meetings; 1 unanimous written consent | Board composition, governance, sustainability oversight |
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly in arrears |
| Committee chair retainers | Audit: $25,000; CHCC: $20,000; NCGSC: $20,000 | Applied pro rata based on service; chair roles change may impact totals |
| Board vice chair / lead independent director retainers | $25,000 each (if applicable) | Not applicable to Moshouris |
| OEC non-employee member retainer | $20,000 | Not applicable to Moshouris |
| Director | 2024 Fees Earned in Cash ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Irene Moshouris | 94,217 | 183,341 | 277,558 |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs (annual director grant) | Jan 2, 2024 | 2,160 | 183,341 | Vested Jan 2, 2025 |
- Directors receive time-based RSUs (no performance conditions); no PSUs/options as part of director compensation.
- Stock ownership guidelines: Non-employee directors must hold 6x annual cash retainer; 70% of net shares must be retained until guidelines met; compliance period extended to 5 years for new directors; all directors in compliance as of Record Date.
| Performance Metrics for Director Compensation | Status |
|---|---|
| Performance-conditioned equity or cash metrics | None (time-based RSUs only) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| CHCC Interlocks and insider participation | None; no material reportable transactions with CHCC members in 2024; no cross-comp committee interlocks disclosed. |
| Outside directorship load review | NCGSC reviews capacity; no XPO director serves on more than three other public boards; all nominees deemed able to serve effectively. |
Expertise & Qualifications
- Senior financial leadership (treasury/tax) and international finance experience (Europe, Latin America); directly relevant to chairing Audit and overseeing global risk/controls.
- Audit Committee Financial Expert; able to read/understand financial statements; meets SEC/NYSE independence and expertise standards.
- Governance alignment: Board emphasizes risk oversight (including related-party transactions), sustainability, and cybersecurity; committees structured for independent oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Held (12/31/2024) | Notes |
|---|---|---|---|---|
| Irene Moshouris | 8,542 | <1% | 2,160 | Director grant vested 1/2/2025 |
- Hedging/pledging: Prohibited under XPO’s Insider Trading Policy (no derivatives, margin, or pledging).
- Ownership guideline compliance: All directors compliant as of Record Date.
Insider Trades
| Filing Date | Document Date | Form | Summary/Link |
|---|---|---|---|
| Jan 6, 2025 | Jan 2, 2025 | Form 4 | Statement of changes in beneficial ownership; SEC filing page and PDF available. |
| Jan 3, 2024 | Jan 2, 2024 | Form 4 | RSU grant disclosure; 2,160 RSUs represent contingent right to receive one share per unit. |
| Feb 10, 2025 | Not stated | Form 4 | Additional Section 16 filing reference (PDF). |
Governance Assessment
- Board effectiveness: As Audit Chair and designated Financial Expert, Moshouris leads oversight of financial reporting, internal controls, and related-party transactions; Audit Committee reviewed and approved a modest related-party office sublease with Jacobs Private Equity ($131,164 in 2024). Oversight mitigates conflict risk and supports investor confidence.
- Independence and attendance: Independent director with committee service across Audit/CHCC/NCGSC; met Board’s ≥75% attendance threshold; committees met frequently in 2024 (Audit 6; CHCC 6; NCGSC 2), indicating strong engagement.
- Pay and alignment: 2024 director pay is balanced (cash + time-based RSUs) with ownership guidelines (6x cash retainer) and robust prohibitions on hedging/pledging; enhances alignment but lacks performance-conditioned director awards (common for governance best practice to preserve independence).
- Shareholder signals: Directors averaged 99% support and say-on-pay received 97% support at 2024 Annual Meeting, reflecting strong investor endorsement of governance and compensation frameworks.
- Red flags: No CHCC interlocks, no material related-party transactions involving Moshouris disclosed; insider trading controls in place with blackout and preclearance; no hedging/pledging permitted. Overall, low conflict profile and high governance quality.