Johnny C. Taylor, Jr.
XPOAbout Johnny C. Taylor, Jr.
Johnny C. Taylor, Jr., 56, has served on XPO’s board since August 2, 2021 and as Lead Independent Director since November 1, 2022. He is President & CEO of the Society of Human Resources Management (SHRM) (since December 2017) with 25+ years in senior HR, legal and business roles, and holds a JD and master’s from Drake University and a bachelor’s from the University of Miami . He is independent under NYSE standards and XPO’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thurgood Marshall College Fund | President & CEO | May 2010–Dec 2017 | Led national higher education nonprofit; workforce & DEI focus |
| President’s Advisory Board on HBCUs | Chair | Prior service (ended by Jan 2021) | Federal advisory leadership on HBCU issues |
| White House American Workforce Policy Advisory Board | Member | Feb 2018–Jan 2021 | Workforce policy advisory role |
| iCIMS, Inc. | Director | Mar 2021–Jan 2023 | Human capital tech governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SHRM | President & CEO | Dec 2017 | Global HR association leadership |
| Guild Education | Director | Feb 2021 | Private company board |
| Flores & Associates, LLC | Director | Jan 2023 | Private company board |
| University of Miami | Trustee | Jun 2017 | Governance at major research university |
| Jobs for America’s Graduates | Corporate Member | Jan 2018 | Workforce development org |
| American Red Cross | National Board of Governors | Jun 2018 | National nonprofit governance |
Board Governance
- Independence: Independent director; all three key committees (Audit; Compensation & Human Capital; Nominating, Corporate Governance & Sustainability) are fully independent .
- Roles: Lead Independent Director since Nov 1, 2022; Chair, Compensation & Human Capital Committee (CHCC) .
- Committee composition: CHCC members in 2024—Taylor (Chair), Allison Landry, Irene Moshouris .
- Meeting cadence and engagement: Board met 4 times in 2024; CHCC met 6 times and acted 3 times via unanimous written consent; each director attended ≥75% of aggregate Board/committee meetings while serving .
- Annual meeting attendance: All then‑serving directors standing for re‑election except Mr. Taylor attended the 2024 Annual Meeting (he was the sole exception) .
- Lead Independent Director responsibilities include presiding over executive sessions, coordinating agendas and materials with the chair, calling independent director sessions, serving as liaison with the chair, and engaging major stockholders as required .
- Director elections and support: Directors received ~99% average support at 2024 AGM; Say‑on‑Pay received 97% support .
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Standard non‑employee director retainer |
| Lead Independent Director retainer | 25,000 | Additional cash retainer for LID |
| CHCC Chair retainer | 20,000 | Committee chair fee |
| Total Cash Earned (Taylor) | 125,000 | Matches reported fees earned in cash for 2024 |
| Meeting fees | 0 | No separate meeting fees in 2024 |
2024 Director Compensation reported for Mr. Taylor: $125,000 cash and $183,341 stock awards; total $308,341 .
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-Based RSUs | Jan 2, 2024 | 2,160 | 183,341 | Vested Jan 2, 2025 |
- Performance-conditioned equity for directors: None disclosed; director equity in 2024 consisted of time-based RSUs only .
- Equity grant policy: Non-employee directors received RSUs equivalent to $190,000 divided by 10‑day average closing price preceding grant date; fair value recognized as $183,341; vests over one year .
Other Directorships & Interlocks
| Category | Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None | — | No other public directorships disclosed |
| Private company boards | Guild Education; Flores & Associates, LLC | Director | Routine capacity reviewed under outside directorship policy; no >3 public boards threshold triggered |
| Nonprofit/academic | University of Miami (Trustee); American Red Cross (National Board); Jobs for America’s Graduates (Corporate Member) | Various | Governance and civic roles; not related-party per disclosures . Board analyzed ordinary-course transactions where he serves in a leadership capacity and deemed not material/required to be disclosed . |
Expertise & Qualifications
- Human capital strategy, labor relations, executive compensation, DEI, and leadership development—identified by the board as critical skills aligned to XPO’s focus on human capital oversight .
- Legal and business experience supports governance and oversight of operations with legal considerations .
- As Lead Independent Director, provides independent agenda-setting, executive session leadership, and investor engagement—a governance enhancer for board effectiveness .
Equity Ownership
| Item | Amount | As Of | Notes |
|---|---|---|---|
| Common shares directly owned | 12,600 | Record Date (Mar 25, 2025) | Beneficial ownership table lists 12,600; <1% of outstanding |
| RSUs held | 6,200 | Dec 31, 2024 | Unvested/vested RSUs outstanding at year-end 2024 |
| Ownership guidelines | 6x annual cash retainer | Policy in effect | Applies to non‑employee directors; 70% net shares retention until met; 5‑year window for compliance |
| Compliance status | In compliance | Record Date | All directors were in compliance with ownership policy |
| Hedging/Pledging | Prohibited | Policy in effect | No hedging or pledging allowed under Insider Trading Policy |
Governance Assessment
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Strengths
- Independent leadership: Lead Independent Director role with robust responsibilities; independent chairing of CHCC; all key committees fully independent .
- High investor support under his CHCC oversight: 97% Say‑on‑Pay approval in 2024; significant outreach (contacted holders of 69% of shares; engaged 37%) .
- Active CHCC agenda: 6 meetings plus actions; addressed goal certification, benchmarking, risk assessments, advisor independence, stock ownership compliance, and CD&A inclusion .
- Aligned director pay structure: Majority equity via RSUs; clear ownership guidelines and anti‑hedging/pledging to align with shareholders .
-
Watch items / RED FLAGS
- Annual meeting attendance: Mr. Taylor did not attend the 2024 Annual Meeting while other then‑serving directors did—may raise optics questions on engagement despite overall ≥75% meeting attendance compliance .
- Related‑party review note: Board analyzed ordinary‑course commercial relationships tied to his external leadership roles; none required disclosure—low risk but warrants monitoring for any evolution into related‑party transactions .
-
Compensation and independence safeguards
- CHCC interlocks: None; no insider participation; independent consultant (Exequity LLP) retained; no conflicts identified .
- Director compensation competitive and formulaic (cash retainer + RSUs); no meeting fees; benchmarking against peer practices; no 2024 changes deemed necessary .
Overall, Taylor’s profile (human capital and compensation expertise), independent leadership as LID and CHCC chair, and strong Say‑on‑Pay outcomes support investor confidence; the 2024 AGM absence is a minor engagement flag to watch going forward .
Appendix: Director Compensation (Reference)
| Name | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Johnny C. Taylor, Jr. | 125,000 | 183,341 | 308,341 |