Mario Harik
XPOAbout Mario Harik
Mario Harik (age 44) is Chief Executive Officer of XPO and a member of the Board since November 1, 2022; he holds a master’s degree in engineering (IT) from MIT and a computer and communications engineering degree from the American University of Beirut . In 2024 under his leadership, XPO delivered a 50% total shareholder return (TSR) and materially improved operating results: operating income $660M (+51% YoY), net income $387M (+105%), adjusted EBITDA $1,266M (+27%), and diluted EPS $3.23 (+102%) . XPO’s North American LTL segment (the core of the business) grew revenue ex-fuel 7.9%, posted operating income of $735M (+36%), improved adjusted operating ratio by 260 bps to 84.8%, and expanded adjusted EBITDA margin by 430 bps to 22.8% in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| XPO | President, North American LTL | Oct 2021 – Oct 2022 | Ran the core LTL unit ahead of CEO transition, building operational discipline behind margin expansion . |
| XPO | Chief Information Officer | Nov 2011 – Oct 2022 | Led global innovation and proprietary tech development foundational to LTL productivity gains . |
| XPO | Chief Customer Officer | Feb 2021 – Jan 2022 | Customer-centric commercial focus supporting yield and service improvements . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| QXO, Inc. (NYSE: QXO) | Director | Jun 2024 – present | Public company board experience alongside XPO’s Executive Chairman, Brad Jacobs (QXO CEO/Chair) . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 557,857 | 850,000 | 850,000 |
| Target annual bonus (%) | — | — | 200% |
| Target annual bonus ($) | — | — | 1,700,000 |
| Actual annual bonus payout ($) | 1,075,334 | 2,438,650 | 2,495,430 |
| All other comp ($) | 13,463 | 14,463 | 15,480 |
| Total reported comp ($) | 9,027,723 | 12,387,611 | 14,042,700 |
Notes:
- 2024 short-term incentive (STI) design: 100% based on company adjusted EBITDA; achievement was 146.8% of target, producing Harik’s payout of $2,495,430 .
Performance Compensation
2024 Annual STI (cash)
| Metric | Weight | Target | Actual | Payout factor | Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $1,158M | $1,266M | 146.8% | 2,495,430 |
Long-Term Incentives (granted 2024)
| Instrument | Weight | Grant value ($) | Performance/vesting details |
|---|---|---|---|
| PSUs | 80% | 7,840,000 | 3-year performance period; metrics: 35% LTL adjusted EBITDA growth, 40% LTL adjusted OR improvement, 25% relative TSR vs S&P Transportation Select; targets include ≥12% LTL EBITDA growth, ≥450 bps OR improvement, ≥55th percentile TSR; 0–200% payout; vests March 1, 2027 . |
| RSUs | 20% | 1,960,000 | Time-based vesting ratably over 3 years (March 15, 2025/2026/2027) . |
| Total LTI grant | 9,800,000 | Granted above target in recognition of 2024 performance . |
LTI design shift in 2024 increased operating discipline: weight on LTL adjusted operating ratio improvement rose to 40% (from 20% in 2023), with modest reductions to EBITDA growth and relative TSR weights, aligning with stockholder feedback for greater use of operating metrics .
Outstanding Equity and Vesting Schedules (as of 12/31/2024)
| Type | Amount | Vesting schedule | Notes |
|---|---|---|---|
| Time-based RSUs (unvested) | 183,352 units (aggregate) | 27,579 RSUs: 50% on Mar 15, 2025; 50% on Mar 15, 2026; plus 16,252 RSUs: 1/3 on Mar 15, 2025/2026/2027 | Includes RSUs converted from prior PSU certifications; market value $24,046,615 at $131.15 (12/31/2024) . |
| PSUs (target) | 165,472 | Eligible to vest Mar 6, 2026, per 3-year operating + TSR goals | Shown at maximum in the table; payout 0–200% . |
| PSUs (target) | 172,871 | Eligible to vest Aug 5, 2026, TSR goal vs S&P Midcap 400 plus TSR multiplier vs selected transport peers | Restricted from sale for one year post-settlement (except death/CIC) . |
| PSUs (target) | 65,008 | Eligible to vest Mar 1, 2027, with 2024 metric weights: 35% LTL EBITDA growth, 40% OR improvement, 25% relative TSR | 0–200% payout . |
| Certified PSUs → RSUs | 22,298 (150%) and 89,192 (200%) | Vest Feb 9, 2025 as time-based RSUs after performance certification | Adds near-term share delivery; subject to blackout and trading policy . |
| RXO converted awards | 28,031 RXO PSUs certified at 52% and converted to time-based RXO RSUs (value $668,259 at 12/31/2024) | Continue through original vesting schedule | RXO values excluded from XPO outstanding equity table . |
Implication for vesting-related supply: Significant RSU deliveries occur on Feb 9, 2025 and mid-March each year, which can create episodic selling capacity subject to XPO’s insider trading policy, blackout periods, and pre-clearance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 337,536 XPO shares (<1% of outstanding) . |
| Ownership guidelines | CEO must hold ≥6x base salary; all NEOs were in compliance as of the record date . |
| Hedging/pledging | Company policy prohibits hedging and pledging (including margin accounts); short sales and options trading are also prohibited . |
| Director pay | Employee directors (including Harik) receive no additional compensation for Board service . |
Employment Terms
| Topic | Key terms |
|---|---|
| Agreement effective date/term | CEO agreement effective Nov 1, 2022; 4-year term . |
| Restrictive covenants | Non-compete: 3 years; non-solicit: 2 years; confidentiality and non-disparagement apply . |
| Clawbacks | Robust clawback provisions on STI/LTI for fraud, willful misconduct, breaches of covenants; company-wide Dodd-Frank/NYSE-compliant clawback policy also applies . |
| Non-Change-of-Control severance | If terminated without cause: 24 months base salary (paid over 12 months, mitigation applies), pro rata target bonus, 12 months medical/dental; equity per award agreements . |
| Change-of-Control severance (double trigger) | 2.99x (base + target bonus) lump sum, pro rata target bonus, unpaid prior bonus, 24 months medical/dental; equity per award agreements . |
As of 12/31/2024 illustrative payouts (estimates) if terminated upon/within 2 years after a Change of Control: total $86,328,384 for Harik, including cash continuation $9,324,500, equity acceleration $76,946,098, and benefits $57,786 (valued using XPO share price $131.15 at 12/31/2024 and assuming target for PSUs) .
Board Governance (Harik-specific)
- Board service and role: Director since 2022; Chair of the Operational Excellence Committee (OEC) .
- Independence: Not independent due to executive role; six of eight directors are independent; all Audit, Compensation and Human Capital (CHCC), and Nominating, Corporate Governance & Sustainability (NCGSC) committees are fully independent .
- Leadership structure and dual-role implications: CEO (Harik) is separate from Executive Chairman (Brad Jacobs); Board also has a Lead Independent Director and an independent Vice Chair, supporting independent oversight of management; this structure was implemented at the 2022 spin to ensure continuity and oversight during CEO transition .
- Board attendance: Each director attended at least 75% of applicable meetings in 2024; Board held four meetings in 2024 .
- Say-on-pay: 97% shareholder support at 2024 annual meeting, reflecting strong endorsement of the program .
Compensation Program Mechanics (context)
- Pay mix emphasizes at-risk compensation (~77% at-risk for CEO at target); 2024 design is base salary + formulaic STI (100% adj. EBITDA) + LTI (PSUs/RSUs) .
- Good practices: no hedging/pledging, no option repricing/discounted options, no exceptional perquisites, no golden parachute excise tax gross-ups; strong stock ownership requirements; independent consultant (Exequity) advises CHCC .
- Peer group used for benchmarking includes large transportation/logistics carriers and railroads (e.g., ODFL, JBHT, NSC, UNP, CHRW, KNX, R, EXPD, LSTR, TFI, etc.); no changes to the 2024 peer set .
Performance & Track Record (selected 2024 highlights)
- Company-level performance: Adj. EBITDA $1,266M (+27%), net income $387M (+105%), TSR +50%, top-performing surface transport stock in the S&P Transportation Select Index in 2023 and 2024 .
- LTL operational levers: 7.8% ex-fuel yield growth; record damage claims ratio (0.2% in Q4); 25 service centers integrated (303 total); purchase transportation reduced 32% YoY; linehaul miles outsourced reduced to 14.7% full-year and 10.7% in Q4 (best in company history) .
- Strategic actions: Board approved acquisition of 28 LTL service centers formerly operated by Yellow; supports long-term profitable network expansion .
Director Compensation (for completeness)
- Employee directors (Harik, Jacobs) receive no additional compensation for Board service; non-employee directors receive cash retainers and time-based RSUs that vest after one year .
Compensation & Human Capital Committee (CHCC) Oversight
- CHCC composition: Johnny C. Taylor, Jr. (Chair), Allison Landry, Irene Moshouris; all independent .
- Independent advisor: Exequity LLP; engagement includes design reviews, benchmarking, and disclosure review; no conflicts identified .
- Stockholder engagement: Extensive outreach (69% of shares contacted; 37% by holdings met), with feedback leading to formulaic STI and multi-year LTI structures; 97% say-on-pay approval in 2024 .
Equity Ownership & Vesting Detail (expanded)
| Category | Detail |
|---|---|
| Beneficial ownership (Harik) | 337,536 shares; less than 1% of outstanding . |
| Unvested RSUs (XPO) | 27,579 (50% Mar 15, 2025; 50% Mar 15, 2026) and 16,252 (1/3 Mar 15, 2025/2026/2027) . |
| Target PSUs scheduled | 165,472 (Mar 6, 2026); 172,871 (Aug 5, 2026 – TSR with multiplier); 65,008 (Mar 1, 2027) . |
| Certified-to-RSU 2025 event | 22,298 (150%) and 89,192 (200%) vest as RSUs on Feb 9, 2025 . |
| Trading policy | Pre-clearance required; blackout periods; hedging/pledging prohibited . |
Employment Economics Summary (Harik)
| Scenario (as of 12/31/2024) | Cash continuation | Equity accel. | Benefits | Total |
|---|---|---|---|---|
| Termination without cause (non-CoC) | $3,400,000 | $49,564,339 | $28,893 | $52,993,232 |
| CoC + termination without cause/for good reason | $9,324,500 | $76,946,098 | $57,786 | $86,328,384 |
Assumptions: XPO price $131.15 (12/31/2024); PSUs at target unless otherwise specified by award notes; standard equity agreement pro-rata provisions apply .
Investment Implications
- Alignment and retention: High at-risk mix (STI + multi-year PSUs) tied to LTL EBITDA growth, operating ratio improvement, and relative TSR, plus 6x salary ownership guideline and no hedging/pledging, underscore strong alignment with shareholders and promote retention .
- Vesting calendar and liquidity cadence: Large RSU deliveries (Feb 9, 2025 certification-related RSUs and mid-March annual RSU tranches) can create periodic insider selling capacity, subject to blackouts and pre-clearance, which may influence short-term float dynamics around those dates .
- Change-in-control accelerants: Significant CIC equity acceleration (illustrative $76.9M of equity value as of 12/31/2024) creates a meaningful retention hook in normal course but implies substantial dilution/cost in a takeover scenario; no tax gross-ups and mitigation apply elsewhere, which is shareholder-friendly .
- Execution track record: 2023–2024 top-tier relative stock performance and substantial operating improvements in LTL (yield, OR, network expansion, insourcing) support confidence in execution, though continued performance depends on sustaining OR gains and demand normalization .