J. Wes Frye
XPOAbout J. Wes Frye
Independent director of XPO since March 8, 2023; age 77. Former Senior Vice President and Chief Financial Officer of Old Dominion Freight Line (ODFL), retiring in 2015 after a 30‑year tenure with 18 years as CFO; MBA in finance from UNC Charlotte and bachelor’s in business administration from Appalachian State University. Current XPO board committees: Nominating, Corporate Governance and Sustainability Committee (member) and Operational Excellence Committee (member); classified as independent by the board. Each director attended at least 75% of aggregate board/committee meetings in 2024; all directors standing for re‑election except Mr. Taylor attended the 2024 annual meeting, indicating Frye’s engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Dominion Freight Line, Inc. | Senior Vice President & Chief Financial Officer | 18 years as CFO; retired 2015 after 30 years at ODFL | Operationally oriented CFO; deep LTL finance/operations experience relevant to XPO’s strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | XPO discloses no current other public company boards for Frye |
Board Governance
- Independence: Board determined Frye is independent under NYSE rules; six of eight directors are independent; all three standing committees (Audit; Compensation & Human Capital; Nominating, Corporate Governance & Sustainability) are fully independent.
- Committee assignments (2024-2025): Member, Nominating, Corporate Governance & Sustainability (NCGSC); Member, Operational Excellence Committee (OEC). OEC met 5 times in 2024; NCGSC met 2 times.
- Attendance and engagement: Board met 4 times; each director attended ≥75% of aggregate meetings; all directors standing for re‑election except Mr. Taylor attended the 2024 annual meeting.
- Leadership roles: No chair roles disclosed for Frye.
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 183,341 | 283,341 |
Director pay structure (2024):
- Annual cash retainer $80,000; OEC non‑employee members receive $20,000, aligning to Frye’s $100,000 cash. No meeting fees. Vice Chair/Lead Independent Director add $25,000; committee chair retainers: Audit $25,000, Compensation $20,000, NCGSC $20,000.
- 2024 annual director equity grant: time‑based RSUs (2,160 units) granted Jan 2, 2024 with fair value $183,341; vested Jan 2, 2025.
Performance Compensation
Directors are not granted performance‑based equity; Frye’s 2024 award is time‑based RSUs that vest over time.
| Grant Date | Instrument | Units/Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 2, 2024 | Time‑Based RSUs | 2,160 | 183,341 | Vested Jan 2, 2025 |
Stock ownership/retention policy for directors:
- Ownership guideline: 6x annual cash retainer; 70% of net shares from equity settlements must be retained until compliant; time to comply extended to 5 years for new directors. As of the record date, all board members were in compliance. Hedging and pledging of XPO stock are prohibited.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | No current public company directorships, reducing interlock risk |
Expertise & Qualifications
- Thirty years of direct LTL operational experience, including 18 years as ODFL CFO, brings industry expertise critical to XPO’s pure‑play LTL strategy.
- Extensive finance and accounting knowledge as an operationally oriented CFO supports board oversight of financial undertakings and risk.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | % of Outstanding |
|---|---|---|---|
| J. Wes Frye | 9,607 | 6,607 direct + 3,000 in IRA | <1% |
| RSUs held (12/31/2024) | 2,160 | Time‑based RSUs granted 1/2/2024; vested 1/2/2025 | — |
Additional alignment/controls:
- Director ownership policy compliance affirmed by the board as of record date.
- Hedging and pledging prohibited by insider trading policy, reducing misalignment and collateral risk.
Insider Trades
| Filing Date | Transaction Date | Form | Type | Shares | Price/Share ($) | Source |
|---|---|---|---|---|---|---|
| Mar 17, 2023 | Mar 10, 2023 | Form 4 | Open market purchase | 1,500 | 35.74 | |
| Nov 8, 2023 | Nov 6, 2023 | Form 4 | Open market purchase | 1,500 | 79.71 | |
| Mar 14, 2023 | — | Form 3 | Initial statement of beneficial ownership | — | — |
No Form 4 sales by Frye are visible on XPO’s investor filings page since his appointment; purchases in March and November 2023 increase “skin‑in‑the‑game.”
Related-Party Transactions
- XPO disclosed a 2024 sublease to Jacobs Private Equity (managed by Executive Chairman Brad Jacobs) totaling $131,164; the Audit Committee approved this transaction. No related‑party transactions involving Frye were disclosed.
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 97%; directors averaged 99% support, signaling strong investor confidence in governance and compensation programs.
Governance Assessment
- Strengths
- Independent director with deep LTL industry and CFO experience; brings operational finance rigor aligned to XPO’s LTL strategy. Committee roles (NCGSC, OEC) focus on governance/sustainability and operational performance.
- Strong alignment/controls: meaningful director ownership policy (compliant), hedging/pledging prohibited; open‑market purchases in 2023 demonstrate personal capital at risk.
- Attendance and engagement: ≥75% aggregate attendance; attended 2024 annual meeting; committees met regularly (OEC 5x; NCGSC 2x).
- No disclosed related‑party transactions involving Frye; board/committee independence robust.
- Watch items
- Prior senior executive role at ODFL (a major LTL competitor) could present perceived competitive sensitivities; mitigated by retirement in 2015 and XPO’s Code/insider policies.
- Director equity is time‑based (no performance hurdles), standard for directors but offers less direct pay‑for‑performance linkage than PSU structures used for executives.
Notes:
- Director compensation benchmarking for 2024 used independent consultant Exequity; no changes recommended as pay was competitive with peers; reinforces process integrity.