~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership of our voting securities as of the Record Date by: (i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any class of our outstanding voting securities, (ii) each director, (iii) each NEO, and (iv) all executive officers and directors as a group. None of the foregoing persons beneficially owned any shares of equity securities of our subsidiaries as of the Record Date.

Under applicable SEC rules, a person is deemed to be the ~~“beneficial owner”~~"beneficial owner" of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial ~~owner’s~~owner's percentage ownership is determined by assuming that options, warrants and convertible securities that are held solely by the beneficial owner, ~~but not those held by any other person,~~ and which are exercisable or convertible within 60 days, have been exercised or converted.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all voting securities shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table below is care of XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831.

   Shares of    Percentage of Shares of Series    Percentage of
   Common Stock    Common Stock A Preferred Stock    Series A Preferred
  Name of Beneficial Owner


Beneficially Owned


Outstanding⁽¹⁾

Beneficially Owned⁽²⁾


Stock Outstanding

  Beneficial Ownership of 5% or more:

  Orbis Investment Management Limited⁽³⁾

  Orbis House, 25 Front Street

  Hamilton Bermuda HM11
   19,845,091    16.5% –        –

  Jacobs Private Equity, LLC



19,285,714

⁽⁴⁾



13.8%

67,500



94.4%

  The Vanguard Group⁽⁵⁾
  100 Vanguard Blvd.

  Malvern, PA 19355
   10,740,976    8.9% –        –
  Spruce House Investment Management LLC⁽⁶⁾
  435 Hudson Street, 8^th Floor, New York, NY 10014
   7,797,055    6.5% –        –
  Directors:

  Gena L. Ashe
   6,686 ⁽⁷⁾    * –        –
  Louis DeJoy
   1,134,686 ⁽⁸⁾    * –        –
  AnnaMaria DeSalva
   810    * –        –
  Michael G. Jesselson
   345,693 ⁽⁹⁾    * 725 ⁽¹⁰⁾    1.0%
  Adrian P. Kingshott
   131,942 ⁽¹¹⁾    * 300    *
  Jason D. Papastavrou
   240,817 ⁽¹²⁾    * 650 ⁽¹³⁾    *
  Oren G. Shaffer
   64,728 ⁽¹⁴⁾    * –        –
  NEOs:

  Bradley S. Jacobs+
   19,799,601 ⁽¹⁵⁾    14.1% 67,500    94.4%
  Troy A. Cooper
   178,396 ⁽¹⁶⁾    * –        –
  John J. Hardig
   165,598 ⁽¹⁷⁾    * –        –
  Scott B. Malat
   171,525 ⁽¹⁸⁾    * –        –
  Mario A. Harik
   220,163 ⁽¹⁹⁾    * –        –
  Current Executive Officers and

  Directors as a Group:(12 People)
   22,460,646 ⁽²⁰⁾    15.9% 69,175    96.7%

*	~~Less than 1%~~

+	~~Director and Executive Officer~~

~~(1)~~

	Beneficially Owned	Outstanding(1)

Name of Beneficial Owner	Shares of Common Stock	Percentage of Common Stock

Beneficial Ownership of 5% or more:
Jacobs Private Equity, LLC	18,518,926 ⁽²⁾	16.6 %
Orbis Investment Management Limited⁽³⁾ Orbis House, 25 Front Street Hamilton Bermuda HM11	13,980,053	12.5 %
BlackRock, Inc.⁽⁴⁾ 55 East 52nd street New York, NY 10055	8,327,934	7.5 %
The Vanguard Group⁽⁵⁾ 100 Vanguard Blvd., Malvern, PA 19355	8,095,381	7.2 %
Directors:
Gena Ashe	14,398 ⁽⁶⁾	*
Marlene Colucci	5,029 ⁽⁷⁾	*
AnnaMaria DeSalva	8,522 ⁽⁸⁾	*
Michael Jesselson	289,380 ⁽⁹⁾	*
Adrian Kingshott	96,182 ⁽¹⁰⁾	*
Jason Papastavrou	201,899 ⁽¹¹⁾	*
Oren Shaffer	58,576 ⁽¹²⁾	*
NEOs:
Brad Jacobs+	18,906,342 ⁽¹³⁾	16.9 %
Troy Cooper	139,315	*
Mario Harik	123,548	*
David Wyshner	6,193 ⁽¹⁴⁾	*
Sarah Glickman	3,602 ⁽¹⁵⁾	*
Kurt Rogers	3,853 ⁽¹⁶⁾	*
Current Directors and Executive Officers as a Group: (11 People)	19,849,384 ⁽¹⁷⁾	17.8 %

*: Less than 1%
+: Director and Executive Officer
(1): For purposes of this column, the number of shares of the class outstanding for each person reflects the sum of: (i) 111,676,088 shares of our common stock that were outstanding as of the Record Date, and (ii) the number of RSUs held, if any, that are or will become vested within 60 days of the Record Date.
(2): Mr. Jacobs has indirect beneficial ownership of the shares of our common stock beneficially owned by JPE as a result of being its managing member. In addition, Mr. Jacobs directly owns 387,416 shares of our common stock following the vesting of equity incentive awards and exercise of stock options. See footnote(13) below.


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(3): Based on Amendment No. 8 to the Schedule 13G filed on January 11, 2021 by Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS") and Allan Gray Australia Pty Ltd ("AGAPL"), which reported that, as of December 31, 2020, OIML beneficially owned 13,853,375 shares of our common stock, OIMUS beneficially owned 119,113 shares of our common stock, and AGAPL beneficially owned 7,565 shares of our common stock. The group has sole voting and sole dispositive power over such shares of our common stock.
(4): Based on Amendment No. 2 to the Schedule 13G filed on February 1, 2021 by BlackRock, Inc., which reported that, as of December 31, 2020, BlackRock, Inc. beneficially owned 8,327,934 shares of our common stock, with sole voting power over 7,764,109 shares of our common stock and sole dispositive power over 8,327,934 shares of our common stock.
(5): Based on Amendment No. 6 to the Schedule 13G filed on February 10, 2021 by The Vanguard Group, which reported that, as of December 31, 2020, The Vanguard Group beneficially owned 8,095,381 shares of our common stock with shared voting power over 83,351 shares of our common stock, sole dispositive power over 7,889,423 shares of our common stock and shared dispositive power over 205,958 shares of our common stock.
(6): Consists of 14,398 RSUs that are or will become vested within 60 days of the Record Date.
(7): Includes 2,392 RSUs that are or will become vested within 60 days of the Record Date.
(8): Includes 5,641 RSUs that are or will become vested within 60 days of the Record Date.
(9): Includes: (i) 5,000 shares of our common stock held in an individual retirement account of Mr. Jesselson, (ii) 6,000 shares of our common stock owned by Mr. Jesselson's spouse, (iii) 201,001 shares of our common stock beneficially owned by the Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust, of which trusts Mr. Jesselson is the beneficiary, (iv) 8,000 shares of our common stock beneficially owned by the JJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (v) 8,000 shares of our common stock beneficially owned by the RAJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (vi) 8,000 shares of our common stock beneficially owned by the SJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (vii) 21,057 shares of our common stock beneficially owned by Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson, and (viii) 6,041 RSUs that are or will become vested within 60 days of the Record Date.
(10): Includes 22,440 RSUs that are or will become vested within 60 days of the Record Date.
(11): Consists of (i) 180,208 shares of our common stock beneficially owned by Springer Wealth Management LLC, of which Dr. Papastavrou is the owner of 100% of the equity securities, and (ii) 21,691 RSUs that are or will become vested within 60 days of the Record Date.
(12): Includes 27,440 RSUs that are or will become vested within 60 days of the Record Date.
(13): Mr. Jacobs has indirect beneficial ownership of the shares of our common stock beneficially owned by JPE as a result of being its managing member. See footnote(2). Also includes 387,416 shares of our common stock held directly by Mr. Jacobs following the vesting of equity incentive awards and exercise of stock options.
(14): Mr. Wyshner became chief financial officer of the company on March 2, 2020.
(15): Ms. Glickman stepped down from her position as acting chief financial officer of the company on March 2, 2020 and left the company on April 13, 2020. Her beneficial ownership information is based on the company's records as of the Record Date.
(16): Mr. Rogers became chief legal officer of the company on February 3, 2020 and stepped down on March 11, 2020. His beneficial ownership information is based on the company's records as of the Record Date.
(17): Includes 100,043 RSUs that are or will become vested within 60 days of the Record Date.


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EXECUTIVE COMPENSATION

LETTER FROM THE COMPENSATION COMMITTEE

Dear Fellow Stockholder,

Throughout this past year, our entire company, from the Board of Directors and senior management to our frontline employees, worked together to ensure that critical supplies of food, consumables, medical gear and other goods reached the people who needed them. Our management team not only led XPO through the pandemic; they kept our organization focused on implementing technology and other profit improvement initiatives that have the ability to drive sustainable share gains.

While 2020 brought a novel set of challenges, as a Compensation Committee, we remained committed to our strategic philosophy of setting ambitious targets for executives, incentivizing them to drive long-term value creation, and aligning these awards with long-term performance.

Stockholder Engagement on 2020 Compensation and Say-on-Pay Vote

Each spring, members of our Board and management team engage with many of our top stockholders to discuss matters that will be voted on at our annual meeting. These conversations have been instructive in helping the Compensation Committee make informed decisions regarding aspects of our executive compensation program. While our say-on-pay vote received majority support in 2020, we continually strive for improvement, and we value the opportunity to hold ongoing discussions with stockholders throughout the year.

This past winter, AnnaMaria DeSalva, vice chairman, Dr. Jason Papastavrou, chairman of the Compensation Committee, and members of senior management conducted an additional round of outreach to stockholders to discuss our 2020 say-on-pay vote and compensation changes that had been made following the 2020 Annual Meeting. By soliciting feedback on these changes, we also gained insights into how the program can be more responsive to concerns moving forward.

For each of spring and winter engagement, we reached out to stockholders representing greater than 60% of outstanding shares. We ultimately met with stockholders representing 45% (spring) and 50% (winter) of outstanding shares, with XPO directors leading over half of the meetings (winter). The conversations covered our compensation practices, pay-for-performance alignment, disclosure enhancements, plan design and incorporation of environmental, social and corporate governance ("ESG") factors into company compensation strategy and feedback was shared with the Compensation Committee.

Enhancements Made in Response to Stockholder Feedback

The company made a number of responsive changes to the executive compensation program over the past year. This Proxy Statement describes the Compensation Committee's decision-making process in greater detail and provides enhanced disclosure about those changes, including information on the impact of COVID-19 and the evolution of the executive compensation program.

Stockholder feedback gained during the past year helped to inform the design of a new long-term cash incentive award (the "2020 LTI"), which was granted in July 2020 in connection with new employment agreements entered into with Mr. Jacobs, Mr. Cooper and Mr. Harik.

Notably, we believe the 2020 LTI takes into account four key elements of stockholder feedback:

■: Stockholders asked for more insight into our award timing, given that XPO does not employ an annual grant cycle for the long-term incentive program. In response, the Compensation Committee has committed to not grant additional awards to Mr. Jacobs, Mr. Cooper or Mr. Harik while the 2020 LTI remains outstanding, barring unforeseen circumstances, and excluding any potential modifications to existing awards in connection with the company's plan to spin off our global logistics business.
■: Stockholders have expressed concern that awards based on all-or-nothing goals have the potential to incentivize risk-taking. In response, the 2020 LTI has a sliding scale payout, as well as three separately weighted metrics.
■: Several stockholders expressed a preference for inclusion of metrics relative to peers. In response, 25% of the 2020 LTI is based on growth in adjusted cash flow per share relative to peers.
■: Many stockholders highlighted the importance of integrating ESG into company strategy and incorporating ESG metrics into our executive compensation program. In response to this feedback, which aligns with our long-term strategy, an ESG scorecard has been introduced, worth 25% of the 2020 LTI. The scorecard encompasses goals tied to performance on employee safety, sustainability, information security, diversity and human capital management, among other areas of ESG.


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XPO's Continued Evolution

In 2021, the Board and senior management remain focused on ensuring a safe and satisfying employment experience for our people, helping our customers operate greener supply chains, operating as a good corporate citizen and creating long-term value for our stockholders. We believe that the spin-off planned for later this year has the potential to advance all of these objectives.

The planning for the spin-off requires an evaluation of all company practices, including compensation plan design. We can commit to stockholders that we will remain faithful to our philosophy of aligning executives' interests with the interests of stockholders and maintaining a pay-for-performance culture based on achieving ambitious goals. Our Board looks forward to continuing to engage with stockholders in 2021 to discuss the current executive compensation program and the plans for our future.

Sincerely,

Jason Papastavrou Ph.D. (Committee Chairman)
Marlene Colucci
Michael Jesselson

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes XPO's executive compensation program for 2020. The Compensation Committee of our Board of Directors (the "Committee") oversees our executive compensation program and practices. In this section, we explain the Committee's 2020 compensation decisions for the following named executive officers ("NEOs").


NEO		2020 ROLE
Brad Jacobs		Chairman and Chief Executive Officer
Troy Cooper		President
Mario Harik		Chief Information Officer
David Wyshner		Chief Financial Officer
Sarah Glickman		Acting Chief Financial Officer (served as Acting Chief Financial Officer until March 2, 2020)
Kurt Rogers		Chief Legal Officer (served as Chief Legal Officer until March 11, 2020)

2020 COMPANY PERFORMANCE HIGHLIGHTS

Overview

In 2020, our NEOs navigated our company through the pandemic by prioritizing the safety of our employees while ensuring continuity of service for our customers. The leadership of our NEOs and the resilience of our business model preserved value for our stockholders—the company generated positive earnings for the full year, as well as significant revenue, adjusted EBITDA and free cash flow. In the fourth quarter, we reported record results in several key financial metrics, as described below.

Highlights of our full-year 2020 performance include:

■: $16.25 billion of revenue;
■: $79 million of net income attributable to common shareholders;
■: $0.78 of diluted EPS, and $2.01 of adjusted diluted EPS*;
■: $1.39 billion of adjusted EBITDA*;
■: $885 million of cash flow from operations;
■: $554 million of free cash flow*;
■: $2.1 billion of cash and cash equivalents, and $1.0 billion of available borrowing capacity, as of December 31, 2020;
■: For the fourth quarter: the highest adjusted EBITDA of any fourth quarter in the company's history, and the highest revenue of any quarter; and
■: An absolute one-year total stockholder return ("TSR") of 50% as of December 31, 2020—more than triple the average of the corresponding TSRs for the S&P 400 MidCap (14%) and Dow Jones Transportation Average (17%)—extending the company's track record of TSR outperformance.

* See Annex A for reconciliations of non-GAAP measures


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In addition to these results, three highlights of our 2020 performance demonstrate our NEOs' outstanding ability to balance risks and opportunities:

First, our NEOs acted decisively to protect our employees from COVID-19, with rigorous safety protocols and personal protective equipment. Supply chain operations are critically important to the economy and to quality of life, particularly when consumer access to goods is disrupted. In 2020, our frontline workers had the strong support of management in providing essential services throughout the pandemic, including the delivery of healthcare supplies. Our company invested over $70 million in the safety of workers, including the purchase of 8.75 million facemasks, 5.5 million pairs of gloves and 105,000 gallons of hand sanitizer.

Second, by ensuring that the business operated safely, our NEOs helped the company strengthen ties with key customers and expand those relationships. This was true across a range of verticals in 2020—not only with e-commerce and omnichannel, where customers sought our help to manage growth, but also with supply chains challenged by disruptions in demand. We enhanced our position as a strategic partner by providing these customers with viable solutions that showcase our strengths.

And third, the complementary strengths of our NEOs led to the most compelling aspect of our performance in 2020—our company's dramatic rebound in the second half of the year. By mid-year, we had begun to nimbly recover from the April trough of the COVID-19 impact. By the third quarter, one of our key businesses, truck brokerage, was on a strong upward trajectory and two others, less-than-truckload and logistics, had started to follow suit. By the fourth quarter, we saw robust momentum in all three areas of the business, buoyed by consumer demand and signs of an industrial recovery.

Strong Focus on Stability and Liquidity

As operating conditions deteriorated in the early part of 2020, our NEOs demonstrated prudent capital management by reducing capital expenditures, while continuing to invest in key growth initiatives. This balanced approach led to $3.1 billion of total liquidity at year-end, including a $554 million contribution to liquidity from free cash flow*. Importantly, we maintained our near-term service capacity and long-term competitive positioning for profitable growth.

As the economy continues to recover, our strengths are aligned with major industry tailwinds that emerged in 2020: logistics automation, the ongoing growth in e-commerce and supply chain outsourcing. Increasingly, customers want the efficiencies of automation and data-driven visibility to reduce risk. In the consumer sectors, customers need partners with the technological capability to manage high-volumes of e-commerce orders and consumer packaged goods. Due in large part to the exemplary leadership of our NEOs in 2020, XPO is well-positioned to capitalize on all these opportunities for the benefit of our stockholders.

Our full year 2020 performance was impacted by macroeconomic volatility, resulting in a year-over-year decline in adjusted EBITDA. Notably, the skilled leadership of our NEOs led to a financial rebound for the company in the second half of the year and created momentum leading into 2021.


$ in millions


(1)		Free cash flow performance improved year-over-year in the first half of 2020, as a result of disciplined working capital management and the conservation of capital expenditures during the peak of the ~~class outstanding reflects~~COVID-19 pandemic.
(2)		Free cash flow performance declined year-over-year in the ~~sum of: (i) 120,597,574 shares~~second half of ~~our common stock that were outstanding~~2020, as of the Record Date, (ii) the number of shares of our common stock into which the outstanding shares of our preferred stock held by the relevant person, if any, were convertible on the Record Date, (iii) the number of shares of our common stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of the Record Date,company used cash for working capital when revenue rebounded and ~~(iv) the number of RSUs, if any, held by the relevant person that are or will become vested within 60 days of the Record Date.~~capital expenditures increased.

* See Annex A for reconciliations of non-GAAP measures

Delivering Significant Total Stockholder Return

The primary focus of our company's leadership team is to deliver meaningful value to our stockholders and other stakeholders through the execution of our strategy. Our steadfast commitment to long-term value creation, operational excellence and disciplined capital allocation has resulted in the continued outperformance of our total stockholder return (TSR) relative to comparative indices, as illustrated below. In 2020, despite the macroeconomic impacts of COVID-19, our one-year TSR of 50% and three-year TSR of 30% both exceeded the returns generated by relevant indices. In addition to the comparative indices


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below, we outperformed our core peer group median for one-year TSR, three-year TSR and five-year TSR of 23%, 22% and 95%, respectively.

Notes:

Our core peer group is described in more detail under the heading "Key Factors Considered in Determining Executive Compensation."

TSR calculations reflect the trading price of XPO common stock and that of the relevant indices/companies as of the last trading day of calendar years 2020, 2019, 2018, 2017, 2016 and 2015, as supplied by Research Data Group. The graph above is not the annual performance graph required by Item 201(e) of Regulation S-K; the required graph can be found in Part II, Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021.

OUR COMPENSATION PHILOSOPHY AND EXECUTIVE COMPENSATION PROGRAM OBJECTIVES

XPO's executive compensation philosophy is founded on the following core objectives:

■: Attract high-impact, results-oriented executives in a competitive job market who will contribute to XPO's goal of maximizing stockholder value.
■: Ensure that each executive receives total compensation that encourages his or her long-term retention through business and individual performance assessments, coupled with market benchmarking.
■: Maintain executive focus on the company's top priorities of profitable growth, innovation, operational excellence and customer satisfaction, as well as increased focus on ESG matters including employee safety and engagement.
■: Set ambitious targets that incentivize our executives to drive long-term stockholder value creation without unnecessary risk.
■: Align the interests of our executives with those of our stockholders by emphasizing high growth and high returns in our long-term, performance-based incentives.
■: Incorporate stockholder feedback into the Committee's decision-making process.

Our Commitment to Stockholder Value Creation and Alignment with Pay-for-Performance

The Committee regularly analyzes pay-for-performance alignment to ensure that our compensation plan is achieving its intended outcomes.

In 2020, the Committee reviewed the pay-for-performance alignment of our compensation program on a realizable basis, using a four-year period to correspond with XPO's performance periods for prior awards. A realizable pay analysis allows the Committee to assess whether the value of the compensation received by our CEO and other executive officers is rightsized relative to stockholder return on investment in the company over time.

As shown below, the Committee's most recent analysis demonstrated that CEO pay has been strongly aligned with performance over the past four years. From 2016 to 2019, XPO's realizable pay was at the 82^nd percentile versus core peers, while TSR performance was at the 91^st percentile. By taking a strategic approach to the timing of grants, which are not made on a typical annual cycle but are heavily performance-based, the Committee has been able to tie awards closely to the company's progress on long-term results. Our method of award design also allows for continuous incorporation of stockholder feedback into the design of subsequent awards. This approach to granting awards has successfully aligned pay outcomes with performance and sustainable value creation.


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Note:

Realizable pay reflects the impact of performance on target pay and is calculated as the sum of (i) salary paid; (ii) bonus paid; (iii) the value of equity compensation that vested, calculated using the closing stock price on 12/31/2019; (iv) the value of cash-settled performance awards at the settlement value; and (v) the annualized realizable target value of outstanding equity awards using the closing stock price on 12/31/2019.

STOCKHOLDER OUTREACH AND ENGAGEMENT

We believe that regular stockholder engagement is key to strong corporate governance, and we recognize the value of engaging in constructive dialogue with stockholders on numerous topics, including business strategy, governance, executive compensation, corporate sustainability reporting and other important matters. We strive to continually improve in these areas, and we value the opportunity to hold ongoing engagement discussions with stockholders throughout the year. We have traditionally met with stockholders in the spring prior to our annual meeting to discuss proxy proposals, as well as ESG topics. In addition, throughout the year, our investor relations team and chief strategy officer engage extensively with our stockholders, often together with our CEO. This engagement includes dialogue immediately following our quarterly earnings calls, participation at investor conferences and other channels of communication.

In 2020, XPO engaged with stockholders to discuss these matters in two separate periods—in the weeks leading up to our 2020 Annual Meeting and in the latter months of the year, continuing into early 2021. While the meetings during spring 2020 were primarily focused on items on the ballot at the annual meeting, the discussions provided significant insights on a range of topics and on executive compensation in particular. Collectively, our outreach and engagement activities allow us to better understand the views of our stockholders by soliciting their feedback and sharing our perspectives through dialogue.


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Following the 2020 Annual Meeting, at which 67% of stockholders voted for the Say-On-Pay proposal, stockholder feedback was shared with the Committee. The Committee met again in late spring 2020 to discuss the feedback and the potential design of long-term awards in connection with new employment agreements for Mr. Jacobs, Mr. Cooper and Mr. Harik. These awards were granted in July, consistent with our typical cadence for years in which long-term awards are granted. The following chart demonstrates the ways in which the Committee sought to address stockholder feedback through the design, metrics and cadence of these awards.




Topic	Stockholder Feedback	Our Response

Goal Achievement and Metrics	■ Stockholders raised retention questions around the "hit or miss" construct of prior long-term awards, particularly when used with high-growth, long-term goals that are challenging to realize ■ Stockholders expressed a preference for a sliding scale as a retentive and risk-reducing measure ■ Stockholders expressed a preference for inclusion of a metric relative to peers in the long-term plan	■ The Committee introduced a graduated sliding scale, providing opportunity for executives to earn a payout only if performance is at or above target; no award amounts will be earned for below-target performance ■ Maximum goals were set to reflect stretch goals while target goals were set to represent ambitious but reasonably attainable growth ■ The award is balanced among three weighted performance conditions, providing more stability in the award structure, versus being "hit or miss" on attainment of all goals ■ The Committee added a relative adjusted cash flow growth metric to ensure balance between absolute and relative performance	21	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
				©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~(2)~~	Each share of our Series A Preferred Stock that was outstanding on the Record Date has an initial liquidation preference of $1,000 per share and is convertible into approximately 143 shares of our common stock at an effective conversion price of $7.00 per share of our common stock. Our Series A Preferred Stock votes together as a single class with our common stock on an
	~~as-converted~~ ~~basis, except with respect to certain matters that impact the rights of holders of our Series A Preferred Stock, in which case our Series A Preferred Stock votes separately as a single class.~~	36	©2021 XPO Logistics, Inc.

~~(3)~~

Based on Amendment No. 4 to the Schedule 13G filed on February 14, 2018 by Orbis Investment Management Limited (“OIML”), Orbis Investment Management (U.S.), LLC (“OIMUS”) and Allan Gray Australia Pty Ltd (“AGAPL”), which reported that, as of December 31, 2017, OIML beneficially owned 19,592,121 shares, OIMUS beneficially owned 248,657 shares, and AGAPL beneficially owned 4,313 shares. The group has sole voting and sole dispositive power over such shares.

~~(4)~~

Consists of 9,642,857 shares of our common stock issuable upon the exercise of 9,642,857 warrants at an exercise price of $7.00 per share of common stock, and 9,642,857 shares of our common stock issuable upon conversion of 67,500 shares of our Series A Preferred Stock. Mr. Jacobs has indirect beneficial ownership of the shares of our common stock and our Series A Preferred Stock beneficially owned by JPE as a result of being its Managing Member. In addition, Mr. Jacobs beneficially owns 263,887 shares of our common stock held directly following the vesting of equity incentive awards and 250,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date. See footnote⁽¹⁵⁾ ~~below.~~

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~~(5)~~

Based on Amendment No. 2 to the Schedule 13G filed on February 9, 2018 by The Vanguard Group, which reported that, as of December 31, 2017, The Vanguard Group beneficially owned 10,740,976 shares with sole voting power over 60,850 shares, shared voting power over 17,538 shares, sole dispositive power over 10,672,069 shares and shared dispositive power over 68,907 shares.

~~(6)~~

Based on Amendment No. 2 to the Schedule 13G filed on February 14, 2017, filed by Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LP, Zachary Sternberg, and Benjamin Stein, which reported that, as of December 31, 2016, Spruce House Investment Management LLC beneficially owned 7,750,000 shares, Spruce House Capital LLC beneficially owned 7,750,000 shares, The Spruce House Partnership LP beneficially owned 7,750,000 shares, Zachary Sternberg beneficially owned 7,795,000 shares and Benjamin Stein beneficially owned 7,797,055 shares. Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LP, Zachary Sternberg and Benjamin Stein have shared voting and dispositive power over 7,750,000 shares of common stock. Zachary Sternberg has sole voting and dispositive power over 45,000 shares. Benjamin Stein has sole voting and dispositive power over 47,055 shares.

~~(7)~~

~~Consists of 6,686 RSUs that are or will become vested within 60 days of the Record Date.~~

~~(8)~~

Includes: (i) 192,086 shares of our common stock beneficially owned by The Louis DeJoy Family Partnership, LLC, of which Mr. DeJoy is the managing member, and (ii) 484,340 shares of our common stock owned by the Louis DeJoy and Aldona Z. Wos Family Foundation, of which Mr. DeJoy is the president.

~~(9)~~

Includes: (i) 12,000 shares of our common stock beneficially owned by the SJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (ii) 12,000 shares of our common stock beneficially owned by the RAJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (iii) 12,000 shares of our common stock beneficially owned by the JJJ Irrevocable Trust, of which Mr. Jesselson is a trustee, (iv) 10,000 shares of our common stock beneficially owned by the Michael G. Jesselson and Linda Jesselson 6/30/93 Trust, of which Mr. Jesselson is a trustee, (v) 10,000 shares of our common stock owned by Mr. Jesselson’s spouse, (vi) 103,572 shares of our common stock issuable upon the exercise of 103,572 warrants at an exercise price of $7.00 per share of our common stock, which warrants are beneficially owned by the Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust, of which trusts Mr. Jesselson is the beneficiary, (vii) 21,322 shares of our common stock issuable upon the exercise of 21,322 warrants at an exercise price of $7.00 per share of our common stock, which warrants are beneficially owned by the Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson, of which Mr. Jesselson is the beneficiary, (viii) 103,571 shares of our common stock issuable upon conversion of 725 shares of our Series A Preferred Stock, which shares of our Series A Preferred Stock are beneficially owned by the Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust, of which trusts Mr. Jesselson is the beneficiary, (ix) 24,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (x) 3,970 RSUs that are or will become vested within 60 days of the Record Date.

~~(10)~~

~~See clause (viii) of footnote~~⁽⁹⁾.

~~(11)~~

Includes: (i) 42,857 shares of our common stock issuable upon the exercise of 42,857 warrants at an exercise price of $7.00 per share of our common stock, (ii) 42,857 shares of our common stock issuable upon conversion of 300 shares of our Series A Preferred Stock, (iii) 24,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable on within 60 days of the Record Date, and (iv) 14,728 RSUs that are or will become vested within 60 days of the Record Date.

~~(12)~~

Includes: (i) 1,375 shares of our common stock beneficially owned by the Brett A. Athans Declaration of Trust, of which Dr. Papastavrou is the trustee, (ii) 92,857 shares of our common stock issuable upon the exercise of 92,857 warrants at an exercise price of $7.00 per share of our common stock, which warrants are beneficially owned by Springer Wealth Management LLC, of which Dr. Papastavrou is the owner of 100% of the equity securities, (iii) 92,857 shares of our common stock issuable upon conversion of 650 shares of our Series A Preferred Stock, which shares of Series A Preferred Stock are beneficially owned by Springer Wealth Management LLC, of which Dr. Papastavrou is the owner of 100% of the equity securities, (iv) 24,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (v) 17,228 RSUs that are or will become vested within 60 days of the Record Date.

~~(13)~~

~~See clause (iii) of footnote~~⁽¹²⁾.

~~(14)~~

Includes: (i) 8,500 shares of our common stock issuable upon the exercise of 8,500 warrants at an exercise price of $7.00 per share of common stock, (ii) 24,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (iii) 19,728 RSUs that are or will become vested within 60 days of the Record Date.

~~(15)~~

Mr. Jacobs has indirect beneficial ownership of the shares of our common stock and our Series A Preferred Stock beneficially owned by JPE as a result of being its Managing Member. See footnote (4). Also includes 263,887 shares of our common stock held directly by Mr. Jacobs following the vesting of equity incentive awards and 250,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

~~(16)~~

Includes: (i) 10,000 shares of common stock issuable upon the exercise of 10,000 warrants at an exercise price of $7.00 per share of common stock, and (ii) 25,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

~~(17)~~

~~Includes 50,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.~~

~~(18)~~

Includes: (i) 12,750 shares of our common stock issuable upon the exercise of 12,750 warrants at an exercise price of $7.00 per share of common stock, and (ii) 48,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.

~~(19)~~

~~Includes 135,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date.~~

~~(20)~~

Includes: (i) 9,934,715 shares of our common stock issuable upon the exercise of 9,934,715 warrants at an exercise price of $7.00 per share of our common stock, (ii) 9,882,142 shares of our common stock issuable upon conversion of 69,175 shares of our preferred stock, (iii) 604,000 shares of our common stock issuable upon the exercise of options that are or will become exercisable within 60 days of the Record Date, and (iv) 62,340 RSUs that are or will become vested within 60 days of the Record Date.




Topic	Stockholder Feedback	Our Response

ESG Alignment and Metrics	■ Stockholders discussed the company's potential incorporation of ESG metrics in its executive compensation plan to better align corporate goals with long-term strategy for corporate sustainability and societal impact	■ The Committee added an ESG scorecard to the long-term incentive awards, weighted at 25%, with measurable targets set for workforce safety, environmental sustainability, information security, diversity and human capital management, among other categories ■ Approximately 80% of the ESG initiatives in the scorecard are quantitative; non-quantitative measures require achievement of pre-determined hurdles or binary milestones in order to be certified

Pay-for-Performance Alignment	■ Stockholders inquired about XPO's benchmarking review process, including the pay positioning the company seeks to achieve against peer performance	■ The Committee commissioned studies by both its independent advisor and a management consultant to evaluate realizable pay and performance on total stockholder return; both studies found top pay-for-performance alignment ■ The Committee's view is that sustained performance on stockholder returns at the top quartile warrants pay at the top quartile

Outstanding Awards and Cadence	■ Stockholders requested clarity around the timing and frequency of executive grants and stated a preference for regularity and predictability in award-granting practices ■ Stockholders inquired why the August 2018 award had not been cancelled when granting the new June 2019 award and how the awards interact with each other	■ The Committee has committed to not grant additional long-term awards to Mr. Jacobs, Mr. Cooper or Mr. Harik while the 2020 LTI remains outstanding, barring unforeseen circumstances, and excluding any potential modifications to existing awards in connection with the company's plan to spin off our global logistics business ■ The Committee determined to leave the previously granted PSU awards in place given that, if achieved and earned, the target metric values would generate extraordinary stockholder value creation

This winter, we undertook a comprehensive effort to engage with stockholders to: (i) better understand the sources of concern regarding our executive compensation program; (ii) address areas of stockholder interest; (iii) update stockholders on our current business strategy, including our plan to spin off our global logistics business, and (iv) discuss the 2020 LTI structure. These discussions included independent directors of our Board, including our Compensation Committee Chair, Dr. Jason Papastavrou, and Board Vice Chairman, AnnaMaria DeSalva, as well as senior members of our management team. We sought feedback from stockholders who voted in favor of our executive compensation program, as well as from those who opposed it.

In these meetings, we also discussed XPO's ongoing areas of focus as we seek to operate as a safe, innovative and inclusive company. Key topics included:

■: Our business strategy, performance and profit goals, including our plan to spin off our global logistics business, anticipated to occur later this year
■: The impact of COVID-19 across the business and our strong commitment to employee health, safety and well-being
■: Our 2020 say-on-pay vote; our 2020 LTI award structure; our overall executive compensation program, including our approach of incentivizing outperformance against financial and strategic goals; and our historical alignment of pay-for-performance and plan design, as linked to strategy
■: Our emphasis on maintaining a diverse workforce, with proactive human capital management initiatives to advance diversity, equity and inclusion
■: Our leveraging of technology to drive better outcomes for our customers, employees, operations, stockholders and the planet, as documented through corporate sustainability reporting
■: Our thoughtful approach to Board composition, including our commitment to enhancing Board diversity, refreshment and risk oversight, such as the formal addition of ESG oversight by the Nominating, Corporate Governance and Sustainability Committee


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In these conversations, we discussed several compensation-specific topics, including the structure of the 2020 LTI, our historical granting practices, disclosure enhancements and overall compensation plan design.



	Topic	Summary of Discussion

	2020 LTI Award	■ Directors and management discussed the 2020 LTI at length. As previously disclosed, the awards are denominated in cash, which was chosen in part because of the significant equity holdings of our executives as well as the macroeconomic uncertainty and stock volatility at the time of the grant. ■ Discussions focused on the form of the award, the structure of the performance periods, vesting terms, ESG metrics and potential disclosure of ESG targets.	22

	Historical Granting Practices	©■~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
Stockholders expressed that while they understood the Committee's rationale for prior long-term awards and appreciated the strong link between pay and performance, they had concerns regarding the predictability and unique structure of these grants. ■ Based on these and prior discussions, the Committee has committed to not grant additional long-term awards to Mr. Jacobs, Mr. Cooper or Mr. Harik while the 2020 LTI remains outstanding, barring unforeseen circumstances and excluding any potential modifications to existing awards in connection with the company's plan to spin off our global logistics business.

	Disclosure Enhancements and Overall Plan Design	■ Stockholders indicated that, given the non-standard form of the company's executive compensation program, additional disclosure would be useful in providing insight into how each element of compensation aligns pay and performance and ties to company strategy. ■ Based on these and prior discussions, the Committee has taken steps to provide greater disclosure throughout this 2021 Proxy Statement, including more detail on the Committee's process and rationale for compensation decisions, enhanced disclosure of our stockholder engagement efforts and the role of stockholder input into plan design. ■ The Committee has reaffirmed its commitment to conducting rigorous analysis of the link between pay and performance across the compensation program, and to continue to be flexible in plan design, so that the program continues to reflect ambitious long-range goals and evolve to address the needs of all stakeholders, including executives, employees and stockholders.

COMPENSATION GOVERNANCE HIGHLIGHTS

The company has adopted a compensation governance framework that includes the components described below, each of which the Committee believes reinforces the company's executive compensation philosophy.





WHAT WE DO		WHAT WE DON'T DO

~~EXECUTIVE COMPENSATION~~ Significant emphasis on variable compensation. Our executive compensation program is heavily weighted toward variable compensation, including long-term incentives that are primarily performance-based, and annual short-term cash incentives. This allows the Committee to closely align total compensation values with both company and individual performance on an annual and long-term basis.		No exceptional perquisites. Our NEOs have no guaranteed bonuses, relocation benefits or supplemental pension or retirement savings beyond what is provided broadly to all XPO employees. In addition, our NEOs have no perquisites such as personal use of company aircraft, executive health services, club memberships, stipends or financial planning services.


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Table of Contents~~Compensation Discussion and Analysis~~

This Compensation Discussion and Analysis describes XPO’s executive compensation program for 2017. The Compensation Committee of our Board (referred to as the “Committee” in this section) oversees our executive compensation program and practices. In this section, we explain how and why the Committee made its 2017 compensation decisions for the following NEOs:





WHAT WE DO		WHAT WE DON'T DO

Substantial portion of compensation subject to creation of stockholder value. Performance-based awards are, and have been, subject to meaningful stock price and/or earnings-related performance goals measured over service-based vesting periods. The Committee also continually reviews the full portfolio of XPO stockholdings for each NEO to ensure there is a sufficient amount of compensation at risk and aligned with stockholder returns and value creation, while sustaining the NEO's focus on the company's strategic objectives.		No pledging or hedging of company stock, without preclearance. Under our insider trading policy, our company's directors and executive officers, including the NEOs, are prohibited from pledging or holding company securities in a margin account without preclearance. In addition, they are prohibited from engaging in hedging transactions without preclearance, such as prepaid variable forwards, equity swaps, collars and exchange funds or any other transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of company equity securities.

Stock ownership policies. The Board has established stock ownership guidelines and stock retention requirements that encourage the strong ownership mindset that exists among our executives.		No guaranteed annual salary increases or bonuses. Salary increases are not guaranteed annually and are benchmarked against market data. We do not guarantee bonus payouts.

Clawback policy. Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation.		No stock option repricing or discounted exercise price. Our company's equity incentive plan does not permit either stock option repricing without stockholder approval or stock option awards with an exercise price below fair market value.

Restrictive covenants. Our NEOs are subject to comprehensive non-competition and other restrictive covenants.		No golden parachute excise tax gross-ups. XPO does not provide golden parachute excise tax gross-ups.

Engage with stockholders. Our Board values stockholder feedback and carefully considers investor perspectives for incorporation into its decision-making process around governance, compensation and sustainability practices.		No consultant conflicts. The Committee retains an independent compensation consultant who performs services only for the Committee, as described in more detail below under the heading "Role of the Committee's Independent Compensation Consultant."

~~NEO~~

THE COMMITTEE'S COMPENSATION DECISION-MAKING PROCESS

The Committee met 11 times during 2020 to discuss executive compensation and other items pursuant to its charter. In addition to the regular responsibilities of the Committee, all members of the Board were invited to attend internal quarterly operating review meetings with business unit management; these meetings included in-depth reviews of the company's financial results, as well as discussions about COVID-19, operational execution, sales, customer service, technology initiatives, process innovation, human capital management, safety, the market landscape and business growth trajectories. The meetings also included a review of key performance indicators that track the company's achievement of financial and non-financial objectives for each business line. Multiple Committee members attended these three-day sessions throughout the year in order to remain well-informed of the company's financial and operational performance. In addition, the Board met nine times between March and May to discuss the impact of COVID-19 and the company's response in depth.

The Committee believes that its holistic approach to evaluating individual and company performance results in greater alignment with stockholder interests than do overly formulaic programs, which may skew incentives. The decision-making process incorporates an element of discretion, allowing the Committee to utilize a balanced, multi-dimensional approach to NEO compensation that includes a review of performance against goals set at the beginning of the year, as described below.

��	~~TITLE~~
~~Bradley S. Jacobs~~		~~Chairman and Chief Executive Officer~~	39	©2021 XPO Logistics, Inc.
~~Troy A. Cooper~~		~~Chief Operating Officer~~
~~John J. Hardig~~

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~~Chief Financial Officer~~NEO Compensation-Setting Process

The Committee resets the stage for executive compensation determinations at the start of each year, using a decision-making framework that includes the five key factors described below.


~~Scott B. Malat~~	~~Chief Strategy Officer~~	40	©2021 XPO Logistics, Inc.
~~Mario A. Harik~~

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~~Chief Information Officer~~Pay Elements

~~Executive Summary~~

~~2017 Highlights~~

~~Throughout 2017, our NEOs executed our strategy for high growth~~Our executive compensation program consists of three primary elements: base salary, annual short-term incentive awards and ~~high returns, successfully meeting rigorous financial performance goals and continuing to grow XPO as one of the ten largest logistics companies~~long-term incentive awards. These elements are described in the world. During this period, we continued to execute our strategy and optimize our operations as a highly efficient, integrated network of people, technology and physical assets; we enhanced our leadership positions in high-growth sectors such as last mile logistics and~~e-commerce~~ ~~order fulfillment; we helped~~ more than 50,000 customers manage their goods more efficiently throughout their supply chains; we refinanced all of our bank debt at lower rates; and we completed a public equity offering that has provided additional funding for future acquisitions. Our success is a result of having strong leadership, excellent operators, a motivated workforce engaged in our vision, a culture of accountability and meticulous growth plans for each line of business. As of December 31, 2017, our network encompassed over 95,000 employees and 1,455 locations in 32 countries, primarily in North America and Europe.detail below.

~~For the full year 2017, our company:~~

∎

~~Reported net income attributable to common stockholders of $312.4 million, compared with $63.1 million for 2016;~~

∎

~~Achieved an absolute total stockholder return (“TSR”) of 112%, well above the TSRs of the S&P 500 (22%) and the Dow Jones Transportation Average (19%); and~~

∎

Created approximately $6.7 billion of stockholder value in 2017, measured based on the price per share of our common stock of $91.59 and $43.16 on December 29, 2017 and December 30, 2016, respectively.

The significant progress made by our NEOs in 2017 has put us in a position of considerable strength to continue to execute our strategy for high growth and high returns in 2018 and beyond. Our focus remains on further enhancing the value we bring to customers, while optimizing our existing operations by growing our sales force, implementing advanced technology, cross-selling our services, leveraging our company-wide capacity and considering strategic acquisitions.

In 2018, we will continue to benefit from the numerous efficiencies we implemented throughout 2017 in procurement, real estate, back-office operations and workplace technologies. We have more savings to realize in each of these areas. We will also achieve further savings with cross-dock and warehouse automation, labor productivity, and the global adoption of best practices. We are marketing our services with a high-caliber sales organization that draws on our total supply chain offering to help customers operate more efficiently. On the technology front, we have exciting developments underway with intelligent machines, customer service mobility, our digital freight marketplace and the use of dynamic data science.

We have met or exceeded every financial target we have issued from 2012 through 2017. We expect our 2018 performance to once again outpace the industry and deliver at least 17% adjusted EBITDA growth. Our full-year target for adjusted EBITDA is at least $1.6 billion for 2018. We expect our 2017–2018 cumulative free cash flow to be approximately $1 billion, which is $100 million higher than our original target.




	ELEMENT		PURPOSE		PAY-FOR-PERFORMANCE DESIGN

	BASE SALARY		■ To attract and retain high-performing executives		■ Fixed cash compensation corresponds to experience and job scope, and is aligned with market levels

	SHORT-TERM INCENTIVE	23	■ To reward annual performance and individual contributions that support strategy and results		■ Executives become eligible for a bonus if adjusted EBITDA is at least 90% of the full-year forecast level ■ Payouts are determined based on an evaluation of performance across key financial metrics, including adjusted EBITDA, free cash flow, TSR and individual performance, with awards ranging from zero to a cap of 200% of target

	LONG-TERM INCENTIVES		■ To focus executives on the execution of our strategy and long-term value creation, and to align their compensation with outcomes for our stockholders	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
■ Since 2014, awards for our chief executive officer, president, and chief information officer, have been 100% performance-based and subject to the achievement of ambitious goals ■ The Committee designs long-term incentive awards to motivate executives to achieve goals over an extended period of time; the Committee takes a strategic approach to the timing of grants in order to align awards with the company's strategy and stockholder returns


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~~2017 Profit Growth~~

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EXECUTIVE COMPENSATION ELEMENTS AND OUTCOMES FOR 2020

Annual Base Salary

Annual base salary provides a fixed incentive that corresponds to an executive's experience and job scope. The ~~fourth quarter~~Committee reviews base salaries each year. In order to bring base salaries in line with current market levels, the last increase was in 2019, after remaining unchanged since 2016 for each of ~~2017 marked~~Mr. Jacobs, Mr. Cooper and Mr. Harik.

Annual Short-term Incentive

Each NEO is eligible for a target short-term incentive ("STI") amount. Target STI amounts were not increased in 2020, consistent with the ~~company’s seventh consecutive profitable quarter~~decision to not increase NEO base salaries. The table below reflects the 2020 annual target STI opportunities.

Note:

Ms. Glickman and Mr. Rogers were not eligible for a STI payment for 2020, given that they were not employed for the ~~completion~~full year.

Gating Threshold to Establish Eligibility for Short-Term Incentive Payout

For the 2020 performance year, the Committee determined that the company's adjusted EBITDA must equal or exceed 90% of the ~~sixth year~~2020 full-year revised guidance in order for each NEO to become eligible for a ~~row in which we met or exceeded our financial targets. Key financial highlights are summarized below.~~short-term incentive award, assuming they remained employed on the payment date. This is the same gating threshold used for 2019.

~~(in millions, except per share data)~~

* As defined in Annex A

~~Total Stockholder Return~~

Maximum Amount of Bonus

The evaluation of short-term incentive payouts is based on a review of key performance measures that are of preeminent ~~focus of our company’s leadership team is~~importance to ~~deliver meaningful value to~~the company and our stockholders, ~~through~~as well as on the ~~execution~~respective contributions of ~~our strategy. Our operational excellence and effective implementation~~each NEO. Based on the Committee's 2020 decision-making framework, cash bonuses are subject to a payout range of our strategy over the past five-plus years has resulted in significant outperformance in stockholder return. XPO’s 112% TSR over 2017 ranked first among its peers and outperformed both the S&P 500 and Dow Jones Transportation Average indices (refer0% to ~~the list~~a cap of ~~peers delineated under “The Committee’s Compensation Decision-making Process”, Key Factor number 3).~~200% of target.

Financial Results Relative to Publicly Disclosed Targets for 2020

~~Note: TSR calculations reflect the relevant trading price of our common stock and that~~As part of the ~~relevant indices as of~~company's forecasting process for 2020, senior executives established goals for two key performance indicators, which were reviewed with the ~~last trading day of~~Board: adjusted EBITDA and free cash flow, shown below. Performance against these financial measures, together with annual TSR, was considered by the ~~calendar years 2017, 2016, 2015, 2014, 2013 and 2012, as reported by Bloomberg Finance L.P.~~Committee when determining the 2020 annual incentive amounts for our NEOs.

(1)

©Pre-pandemic guidance for 2020 adjusted EBITDA of $1.785 billion to $1.835 billion and free cash flow of $600 million to $700 million was provided on February 10, 2020, suspended in April due to the pandemic and reissued with new targets in the third quarter; 2020 targets above reflect the updated guidance provided in the third quarter.~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

See Annex A for reconciliations of non-GAAP measures

Our full year 2020 performance was impacted by macroeconomic volatility, resulting in a year-over-year decline in adjusted EBITDA. Despite this macroeconomic disruption, our performance surpassed that of many of our core industry competitors based on multiple operational and financial measures, and we exceeded our ultimate adjusted EBITDA target for 2020. Notably, the skilled leadership of our NEOs led to a financial rebound for the company in the second half of the year and created momentum leading into 2021.

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~~Result~~Table of ~~Stockholder Advisory Vote and Stockholder Outreach~~Contents
~~We conducted our~~
Assessment of Performance and Contributions In 2020
In considering the NEOs' annual ~~stockholder advisory vote on executive compensation at our 2017 annual meeting of stockholders on May 10, 2017. While this vote was not binding on our company, our Board or~~short-term incentive awards for 2020, the Committee ~~we believe~~also evaluated the company's performance against its strategic objectives, the importance of each NEO's role in relation to the holistic operation of the company, and the CEO's assessment of each NEO's performance and contributions to the company. The chart below summarizes key 2020 achievements of each of our continuing NEOs. Ms. Glickman and Mr. Rogers are excluded, due to their departures from the company during 2020.

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2020 Short-Term Incentive (STI) Payout
Our short-term incentives are designed to reward annual performance and individual contributions that support strategy and results. Each NEO is eligible for a bonus if adjusted EBITDA is at least 90% of the full-year forecast. The maximum annual short-term incentive payout opportunity is capped at 200% of target. In making annual short-term incentive decisions, the Committee considers key financial measures that are important to the company and our stockholders, as well as individual performance and the overall funding for the corporate bonus pool. Award amounts are not based on a formulaic approach, as the Committee believes it is important to maintain flexibility, including the ability to adjust downward, in determining short-term incentive payouts.
In making annual short-term incentive decisions for ~~our stockholders to have an opportunity to vote on this proposal on an annual basis as~~NEOs, the Committee first established that the company's adjusted EBITDA exceeded the 90% threshold required for a means to express their views on our executive compensation philosophy, our executive compensation program and policies, and our decisions regarding executive compensation, all as disclosed in our proxy statement. At our 2017 annual meeting, approximately 62.2% ofSTI payout. For the ~~votes cast on~~2020 performance year, the ~~advisory vote on executive compensation were in favor of our NEO compensation program.~~
~~We were disappointed by~~company's adjusted EBITDA* was $1.39 billion, reflecting the significant percentage of negative votes, even though the advisory vote obtained majority support. In response, we organized a stockholder outreach effort to gather direct, constructive feedback about executive compensation and other governance matters. We asked twelve of our most significant stockholders – who collectively held 56% of our outstanding common stock – to discuss executive compensation and other governance matters with us. Four of these stockholders responded with interest in having a dialogue on executive compensation and subsequently engaged in discussions with representativesstrong performance of the company in a challenging year and exceeding the external guidance for $1.35 billion of adjusted EBITDA, provided during the second half of 2020. The company had temporarily suspended guidance in April and issued new guidance in the third quarter, reflecting the expected impact of COVID-19 on 2020 financial results.
The Committee believes that STI decisions for NEOs should be aligned with the payout for bonus-eligible employees, which was based on the achievement of adjusted EBITDA targets in 2020. Quarterly adjusted EBITDA performance resulted in an aggregate bonus funding of 165% of target for corporate bonus-eligible employees, reflecting significantly higher achievement against goals throughout 2020, including ~~our Chief Human Resources Officer, our Senior Vice President, Corporate Counsel, and our Senior Vice President of Compensation and Benefits, and,~~outperformance in ~~one case, upon~~ the ~~request of one stockholder, the Chair~~second half of the ~~Committee.~~year, despite continued macroeconomic pressures.
* See Annex A for reconciliations of non-GAAP measures

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In consideration of the above factors, Mr. Jacobs, Mr. Cooper and Mr. Harik each received a short-term incentive payout of 165% of target, in line with the average payout for bonus eligible employees in the corporate function. Mr. Wyshner who began his service in March 2020, received a payout of 129% of target. The short-term incentive awards for our NEOs reflect their exemplary work in effectively leading XPO through the pandemic to a dramatic recovery, with the best fourth quarter performance in our history and a strong trajectory into 2021.
Below is a summary of our NEOs' total annual STI compensation at target, and with respect to 2020 final outcomes.
LONG-TERM INCENTIVES
XPO's incentive compensation is weighted toward long-term incentives that are tied to ambitious goals for key operational indicators. The Committee's pay-for-performance philosophy is focused on rewarding our NEOs for performance that creates substantial, long-term value for our stockholders; long-term incentive awards for our chief executive officer, president and chief information officer have been fully performance-based since 2014. Additionally, the Committee has taken a strategic approach to the timing of grants, which are not made on a typical annual cycle but are tied closely to the company's long-term results and awarded on a strategic cadence. Outstanding long-term incentive awards do not have overlapping payouts.
Recently Completed and Currently Outstanding Long-Term Awards
XPO's fully-performance-based long-term incentive program is designed to align NEO performance with the interests of our stockholders and incentivize outperformance through achievement of long-term goals. The Committee takes the view that long-term awards should incorporate ambitious strategic goals, with payouts tied to meeting rigorous measures that are tailored to the drivers of future outperformance. The Committee's long-term award structure incentivizes our NEOs to achieve sustainable value creation.
Note:
Outstanding awards do not have overlapping settlements; the settlements for the August 2018 and June 2019 PSU awards, if earned, would occur within the first quarter in the years 2023 and 2025, respectively, with no settlements scheduled in these years for the 2020 LTI grant. Also, all references to adjusted EPS refer to adjusted diluted EPS, unless otherwise noted.

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July 2020 Long-Term Incentive Cash Compensation
The 2020 LTI was granted to each of Mr. Jacobs, Mr. Cooper and Mr. Harik in connection with the execution of new, four-year employment agreements, as their previous employment agreements expired in February 2020. Mr. Wyshner was granted performance-based restricted stock units and time-based restricted stock units upon his hire on March 2, 2020, and did not receive the 2020 LTI. The performance-based restricted stock unit award for Mr. Wyshner has a six-year performance period ending on December 31, 2024 and is earned if both goals are met: (i) exceed the S&P Transportation Select Industry Index TSR by at least 34% and (ii) adjusted EPS of $9.08.
The structure of the 2020 LTI incorporates stockholder feedback received prior to our 2020 Annual Meeting. The target value for each tranche is $10 million, $3.35 million and $2.25 million for Mr. Jacobs, Mr. Cooper and Mr. Harik, respectively. The Committee decided to denominate the 2020 LTI in cash, in part because of the significant equity holdings of our executives as well as the macroeconomic uncertainty and stock volatility at the time of the grant.
These awards are fully performance-based and include four tranches vesting through January 2026. To earn the award, the executives must attain and maintain performance levels that have already been set for the end of 2020, 2021, 2022 and 2023, with additional vesting periods (if the award is earned) of up to two years following the end of each performance period. Each tranche may be earned at a level ranging from zero to 200% of target value, depending on the degree of achievement of goals tied to both absolute and relative adjusted cash flow per share and ESG performance. If a goal for a given tranche is not achieved, the portion of the award associated with that goal will be forfeited (that is, the forfeited portion cannot be carried forward and earned in a future year). Awards are based on rigorous performance targets, with no payouts for below-target performance.
The award structure contains three multi-year performance metrics: absolute adjusted cash flow per share, relative growth in adjusted cash flow per share (as compared to a defined peer group in the transportation industry), and ESG scorecard deliverables.

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2020 LTI Structure
Below are details of the three performance metrics underlying the 2020 LTI, chosen by the Committee for their alignment with value creation over time.

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ESG Scorecard Overview
Our ESG scorecard is designed to provide a progressive means of evaluating the management of ESG initiatives and incentivizing long-term, successive ESG achievements. The company commissioned a management consultant to conduct a gap analysis relative to our core peer group, so that we could better understand the optimal ESG tracking methods and disclosures. Using these insights, management identified the most relevant initiatives as the basis for measurable ESG improvements over four years, taking into account lead time requirements, category weighting and target variances. The Committee agreed with the inputs from management and incorporated these recommendations into the scorecard.
The resulting scorecard initiatives encompass a range of material issues at the corporate and business unit levels in our Sustainability Report materiality matrix. The ESG scorecard metrics are a combination of annual and multi-year goals that span the total performance cycle of the award, with many building to full achievement at the end of the four-year period. The Committee uses the scorecard to objectively assess performance, and the company uses it to monitor ESG progress.
Our ESG scorecard is organized into six categories, with an average of approximately 40 initiatives per year, and with each initiative weighted equally within the year.
(1) May reflect rounded values
ESG Scorecard Structure and Content Summary
The following ~~themes emerged~~tables use examples to provide a summary of our ESG scorecard methodology. The targets do not reflect the full set of goals for each performance period.

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Performance and Vesting Schedule
The graphic below depicts the performance and vesting schedules of the 2020 LTI, demonstrating that multi-year performance goals reward cumulative growth in steps over the defined time period, with the full vesting of the award not completed until January 2026.
(1) The award is earned in four installments and vests on the first anniversary of grant (July 31, 2021) and each of January 15, 2022, 2024 and 2026.
Sliding Scale Payout
The 2020 LTI features a sliding scale payout structure in place of the "hit or miss" construct used in prior long-term awards. This change was made in response to stockholder feedback that overly rigorous goals may pose a retention risk or encourage excessive risk-taking. The payout scales are formulated as shown below.
2020 LTI Outcomes—First Performance Period
The first performance period of the 2020 LTI was completed on December 31, 2020 and resulted in a blended outcome of 175% payout earned for the 2020 performance period. The 2020 consolidated outcome from ~~these stockholder discussions~~the three weighted performance goals was as follows: absolute adjusted cash flow per share (200% earned at 50% weighting); relative growth in ~~relation to executive compensation:~~adjusted cash flow per share (100% earned at 25% weighting); and the ESG scorecard (200% earned at 25% weighting). The Committee certified performance achievement in March 2021 with an expected vest date in July 2021.
The following tables detail the first performance period achievement for our NEOs, each of the performance metrics and the associated payout scales.

∎

~~The provision~~

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2020 LTI Outcome by Metric—First Performance Period

Absolute Adjusted Cash Flow Per Share
50% weighting
Linear interpolation
Second half of ~~additional context~~2020 measurement period

■
Calculated as adjusted EBITDA (determined in accordance with the company's monthly operating reports and ~~transparency~~for external reporting purposes, and adjusted for the impact of stock and long-term cash-based compensation) less gross capital expenditures and net interest; divided by diluted shares outstanding, provided that the Committee may, in its discretion, adjust the number of diluted shares outstanding to neutralize the impact of changes in capital structure (including stock splits, reverse stock splits or stock dividends)
■
Actual achievement in adjusted cash flow per share for the second half of 2020 was significantly above the target of $3.04, resulting in earned payout at 200%

Relative Growth in Adjusted Cash Flow Per Share
25% weighting
Linear interpolation
Second half of 2020 measurement period

■
Calculated as the percentile rank of the company's growth in adjusted cash flow per share relative to the growth in adjusted cash flow per share of the companies in the peer group for the first performance period
■
Growth, with respect to the ~~factors that were considered by~~2020 performance period, refers to the ~~Committee when determining~~percent change between the ~~annual incentive awards~~adjusted cash flow per share for the second half of ~~our NEOs, along with~~2020 and the ~~process by which~~second half of 2019 for XPO, and for each company in the ~~Committee arrived at its decisions, would assist stockholders in evaluating our executive compensation program. This includes providing additional information about~~ peer group ~~comparisons used~~
■
Actual achievement relative to the peer group was at the 55th percentile rank for ~~market alignment on pay levels.~~the second half of 2020, resulting in earned payout at 100%

ESG Scorecard
25% weighting
Full year 2020 measurement period

■
Calculated as the aggregate outcome of 43 equally-weighted initiatives for 2020, with each initiative worth a rounded value of 2.3 points (initiatives add up to 100 points)
■
Actual achievement of 90.7 out of 100 points resulted in earned payout at 200%

∎

The supplemental disclosure provided in 2017 contained helpful clarifications regarding the structure of both our short-term and long-term executive pay programs, and similar types of descriptions should be included more formally in the Compensation Discussion and Analysis section

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Impact of the ~~proxy statement going forward.~~Announced Plan to Spin Off Our Global Logistics Business
In light of the announced plan to spin off our global logistics business, the Committee will review the 2020 LTI structure to recalibrate the targets so that they reflect the remaining company's strategy and financial metrics on a post-separation basis, including the initiatives that underlie the ESG scorecard goals. Similarly, the Committee will consider treatment of the remaining outstanding long-term incentive awards in the context of: (i) the value created for stockholders through the spin-off transaction; (ii) the appropriate incentive structure to encourage retention of the remaining executives; (iii) stockholder feedback from engagement sessions; and (iv) the ability to recreate similarly situated, high-growth goals that are aligned with the Committee's original intentions.
∎ Greater clarity should be provided regarding the purpose of the multi-year performance-based restricted stock unit (“PRSU”) awards that were granted to our NEOs in 2016. While there was no objection made to the structure of the program itself, suggestions were made with respect to designing, at an appropriate time in the future, a more conventional annual program for long-term incentives, rather than awarding periodic longer-term grants.
OUR EXECUTIVE COMPENSATION GOVERNANCE FRAMEWORK
Stock Ownership Policies
We believe that executive equity ownership in the company mitigates a number of risks, including risks related to executive attrition and undue risk-taking.
Guidelines
Stock ownership guidelines are expressed as a multiple of each NEO's annual base salary:
■
CEO: 6x annual base salary

■
Other NEOs: 3x annual base salary
Compliance with our stock ownership guidelines is generally determined using the aggregate count of shares of common stock held directly or indirectly by the NEO, plus unvested restricted stock units ("RSUs") subject solely to time-based vesting. Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions, are not counted toward meeting stock ownership guidelines until they have settled or been exercised, as applicable.
Until the stock ownership guidelines are met, an executive is required to retain 70% of the net shares (after tax withholding) received upon settlement of equity-based awards. A newly appointed executive is required to reach his or her stock ownership guideline no later than three years from the date of appointment.
As of the most recent record date of April 8, 2021, Mr. Jacobs, Mr. Cooper and Mr. Harik were in compliance with our stock ownership guidelines, and Mr. Jacobs exceeded the guidelines by a significant degree: his ownership as a multiple of salary was equal to 2,303. Ownership as a multiple of salary for Mr. Cooper and Mr. Harik as of the same date was 26 and 30, respectively. Mr. Wyshner is required to meet his stock ownership guidelines no later than March 2023, three years from his appointment as chief financial officer.
Clawback Policy
Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation. The Committee ~~reviewed~~is focused on mitigating risk associated with the company's compensation program for NEOs and ~~considered these stockholder perspectives~~believes that clawback provisions are an important tool to achieve this.
Long-term incentive compensation
The NEO employment agreements include a clawback provision under which the NEO may be required, upon certain triggering events, to repay all or a portion of long-term incentive compensation that was previously paid (including proceeds from previously-exercised and ~~in response,~~vested equity-based awards) and to forfeit unvested equity-based awards during the ~~discussion that follows provides a more comprehensive review~~term of the ~~Committee’s approach~~employment agreements. These clawback provisions are generally triggered if any of the following conditions apply—the NEO:
■
Has engaged in fraud or other willful misconduct that contributes materially to ~~executive pay decisions, including detailed performance results~~any significant financial restatement or material loss to our company or any of our affiliates;

■
Is terminated for cause, as defined in the employment agreement; or

■
Breaches the restrictive covenants that ~~were considered for each NEO.~~ are applicable under the employment agreement.
Annual short-term incentive compensation
In addition, if a NEO has engaged in fraud or other willful misconduct that contributes materially to any financial restatement or material loss to the ~~Committee has not authorized~~company or any of its affiliates, the company may: (i) require repayment by the NEO of any cash bonus or annual bonus previously paid, net of any taxes paid by the NEO on such bonus; (ii) cancel any earned but unpaid cash bonus or annual bonus; and/or (iii) adjust the NEO's future compensation in order to recover an appropriate amount with respect to the restated financial results or the material loss.

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Additional provision
To the extent that the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act are broader than the clawback provisions contained in our NEO employment agreements, and to the extent the company is required to implement a clawback policy pursuant to applicable law, the NEOs will each be subject to additional ~~long-term incentive grants~~clawback provisions pursuant to ~~our NEOs since 2016 and,~~such rules as described under the heading “Executive Compensation Outcomes for 2017—Long-Term Incentive Program,” the equity awards granted in 2016 continue to be subject to high growth financial targets, vesting conditions, and clawback, both during the vesting period and after payout based on the circumstances specified in the terms of the awards."Employment Agreements with NEOs—Clawbacks."
~~Our Executive Compensation Governance Framework~~
~~Compensation Structure~~
The general framework for our compensation packages includes fixed base salaries and variable incentive compensation consisting of annual cash incentives and equity grants that emphasize pay for performance and, in the case of equity-based grants, achievement of long-term performance goals. The Committee has tended to heavily weight our NEOs’ compensation towards variable incentive compensation rather than base salary. The Committee believes that its emphasis on variable annual cash incentives and long-term equity-based awards allows it to retain significant flexibility and discretion from year to year in order to strongly motivate our NEOs. Specifically, the total reward package for each of our NEOs reflects assessments of individual responsibilities, contributions to corporate performance, the company’s trend on total stockholder return and overall company success in reaching strategic goals.
Role of the Committee
The Committee is responsible for approving our compensation ~~philosophy~~practices and overseeing our executive compensation program in a manner consistent with ~~such~~XPO's compensation philosophy. The Committee is tasked ~~with~~with: (i) reviewing the annual and long-term performance goals for our ~~NEOs, evaluating and~~NEOs; (ii) approving ~~award grants~~awards under incentive compensation and equity-based ~~plans,~~plans; and ~~reviewing and~~(iii) approving all other compensation and benefits for our ~~NEOs on an ongoing basis.~~NEOs. The Committee acts independently but works closely with ~~our~~the full Board and executive management in making many of its decisions. To assist it in discharging its responsibilities, the Committee has retained the services of ~~Semler Brossy,~~an independent compensation consultant, as discussed further below.
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©Role of Management ~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Role of Management~~
Executive management provides input to the Committee, ~~as it establishes, reviews and evaluates executive compensation packages and policies,~~ including with respect to the ~~design~~Committee's evaluation of ~~our~~ executive compensation ~~program.~~practices. In particular, our ~~CEO,~~chief executive officer, Mr. Jacobs, provides recommendations ~~as to~~for proposed compensation actions with respect to our executive team, but not with respect to his own compensation. The Committee carefully and independently reviews the recommendations of management without members of management present and consults its independent advisor before making ~~its~~ final determinations. We believe this process ensures that our executive compensation program effectively aligns with ~~our~~XPO's compensation philosophy and ~~our stockholders’~~stockholder interests.
~~Role of the Committee’s~~
Role of the Committee's Independent Compensation Consultant
The Committee directly retained Semler Brossy as its independent advisor ~~in 2011 and continues to work with it on all compensation governance matters. During 2017, Semler Brossy supported~~until September 2020, at which time the Committee ~~in: reviewing~~decided to retain Exequity. Among other things, the ~~reasonableness of the 2017~~Committee's independent advisor consults on compensation ~~packages~~ and long-term incentive grants for the NEOs and our other senior officers; providing analysis and guidance on the CEO’s pay level relative to performance; reviewing this Compensation Discussion and Analysis and the related tables and narratives; assessing the risks associated with the company’s overall compensation policies and practices; monitoringgovernance matters, monitors trends and evolving market practices in executive ~~compensation;~~compensation and ~~providing~~provides general advice and support to the Committee and ~~Committee Chair.~~Committee's chairman. Specifically, for 2020, Semler Brossy ~~does not~~supported the Committee by reviewing long-term incentive awards for NEOs, and Exequity supported the Committee by providing guidance regarding the annual STI awards and by reviewing the content of this Compensation Discussion and Analysis. Neither Semler Brossy nor Exequity provide any other services to the ~~Committee or the~~ company.
~~As part of the annual performance evaluation of its independent compensation consultant, the~~The Committee considered the independence of both Semler ~~Brossy’s independence~~Brossy and Exequity in light of applicable SEC rules and NYSE listing standards. After taking into ~~account: (i) Semler Brossy’s~~account the absence of any relationships with management and ~~the~~ members of the Committee, ~~(ii)~~as well as Semler ~~Brossy’s~~Brossy and Exequity's internal policies and ~~(iii)~~ other information provided to the Committee, ~~by Semler Brossy,~~ the Committee determined that ~~Semler Brossy’s work did not raise any~~no conflicts of interest existed that would prevent iteither firm from serving as an independent compensation consultant to the Committee.
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©OTHER COMPENSATION-RELATED ITEMS ~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Our Compensation Philosophy~~
Our executive compensation philosophy is to align the interests of our NEOs with the interests of our stockholders and to ensure that the total compensation paid to our NEOs is reasonable, competitive and provides appropriate incentives to motivate and retain our executive leadership.
~~KEY OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM~~
  1
~~Align executive compensation with long-term stockholder value~~
∎
We place significant emphasis on long-term, forward-looking, performance-based compensation that is dependent on the successful growth of our stock price, and that requires attainment of rigorous financial and strategic execution goals.
∎
~~Our long-term focus promotes unified emphasis on the execution of our strategy, which we believe will create long-term stockholder value.~~
2
~~Strongly correlate pay with financial and individual performance~~
∎
The Committee considers four key company metrics in determining the total reward for our NEOs (among other supplemental measures), and monitors progress against these metrics through regular engagement with the CEO throughout the year, and open attendance at companywide quarterly operating review meetings:
1 ~~Adjusted EBITDA (as defined in Annex A)~~
2 ~~Organic Revenue Growth (as defined in Annex A)~~
3 ~~Free Cash Flow (as defined in Annex A)~~
4 ~~TSR~~
∎
~~Additionally, individual NEO performance and contributions relative to both financial andnon-financial~~ ~~leadership goals are considered in determining annual incentive payouts as described under the heading “Assessment of Other NEOs’ Performance and Contributions for 2017.”~~
∎
The Committee also reviews and certifies performance attainment on outstanding performance-based stock grants previously awarded to the NEOs, which are pegged to a variety of financial indicators, including stock price, adjusted earnings per share and adjusted free cash flow per share.
3
~~Attract, retain and motivate high- performing executive talent~~
∎
We operate in a highly competitive market for executive talent; as such, we believe it is essential to attract, retain and motivate a high-performing executive team with market-competitive pay opportunities that deliver the majority of pay in~~at-risk~~ ~~elements.~~
∎
In order to inform its decision-making, the Committee reviews market analysis of total reward levels for our NEO positions at similarly sized companies (from a revenue perspective) across diverse industries, using data from proprietary competitive analysis provided by Willis Towers Watson (“WTW”), a compensation consultant that specializes in conducting general industry compensation surveys. Semler Brossy also provides supporting analysis using the prior year’s annual proxy statement disclosures of our peer group companies.
∎
XPO continues to attract top talent at executive levels to lead key positions throughout the company, as we strive to be the best in the industry at delivering high-quality service to our customers, increasing value for our stockholders, and demonstrating the highest regard for our employees. Numerous executives from highly regarded companies in the Fortune 500 have been hired into key leadership positions at XPO in both business unit and corporate functions in 2017.
~~HOW WE MEET THESE OBJECTIVES: ENSURING SOUND GOVERNANCE IN EXECUTIVE COMPENSATION~~
The company has adopted a compensation governance framework that includes the components described below, each of which the Committee believes reinforces the company’s executive compensation philosophy and objectives.
  1
~~Significant Emphasis on Variable Compensation:~~Our executive compensation program is heavily weighted towards variable compensation, including long-term incentives, such as cash-settled PRSUs and annual short-term cash incentives. See “Executive Compensation Structure–Total Reward Component Mix”.
2
~~Substantial Portion of Compensation Subject to Creation of Stockholder Value:~~All of the long-term incentive awards granted to our NEOs are subject to meaningful stock price and/or earnings-related performance goals with service-based vesting periods. Collectively, our NEOs hold approximately 690,000 vested shares, subject to~~lock-up~~ ~~restrictions through September 2, 2018.~~
27 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
  3
~~Stock Ownership Guidelines and Stock Retention Requirements:~~Our Board has established stock ownership guidelines for our NEOs to further align the interests of our executives with those of our stockholders. In addition, we believe that maintaining equity ownership in our company will mitigate a number of risks, including risks related to executive retention and undue risk- taking. The following guidelines for equity ownership are expressed as a multiple of each executive’s annual base salary:
~~NEO~~
~~Stock Ownership Requirement~~
    ~~(as a multiple of annual base salary)~~
~~CEO~~
6
~~Other NEOs~~
3
~~To determine compliance with these guidelines, generally, the following count towards meeting the stock ownership guidelines:~~
∎
~~Common shares held directly or indirectly, and~~
∎
~~Unvested restricted stock units subject solely to time-based vesting.~~
~~Stock options, whether vested or unvested, and equity-based awards subject to performance-based vesting conditions, are not~~
~~counted towards meeting the stock ownership guidelines until they have settled or been exercised, as applicable.~~
~~Until the guidelines are met, 70% of the net shares (after tax withholding) received upon settlement of equity-based awards are~~
~~required to be retained by the executive.~~
~~Currently, each of our NEOs is in compliance with our stock ownership guidelines and, in particular, Mr. Jacobs exceeds the~~
~~guidelines by a very significant degree, thereby closely aligning the interests of our NEOs with the interests of our stockholders.~~
  4
~~Lock-up~~ ~~Restrictions on All Equity Awards:~~~~Our NEOs have been subject tolock-up~~ ~~restrictions that generally prohibit the sale of any shares of our common stock delivered pursuant to equity awards granted by our company after 2013 until September 2, 2018.~~
  5
~~Clawback Policy:~~Our NEOs are subject to clawback restrictions with respect to long-term and annual short-term incentive compensation. The Committee is focused on mitigating risk associated with the company’s compensation program for NEOs and believes that clawback provisions are an important tool.
~~Long-Term Incentive~~
~~Each NEO’s employment agreement includes a clawback provision under which the NEO may be required, upon certain triggering~~
~~events, to repay all or a portion of long-term incentive compensation that was previously paid (including proceeds from previously-~~
~~exercised and vested equity-based awards), and to forfeit unvested equity-based awards. These clawback provisions are generally~~
~~triggered if the NEO:~~
∎
~~Has engaged in fraud or other willful misconduct that contributes materially to any significant financial restatements or material~~
~~loss to our company or any of our affiliates;~~
∎
~~Is terminated for Cause (as defined in the employment agreement); or~~
∎
~~Breaches the restrictive covenants that are applicable under his employment agreement.~~
~~Annual Short-Term Incentive~~
In addition, if the NEO has engaged in fraud or other willful misconduct that contributes materially to any financial restatements or material loss to the company or any of its affiliates, the company may require repayment by the NEO of any cash bonus or annual bonus previously paid (net of any taxes paid by the NEO on such bonus), or cancel any earned but unpaid cash bonus or annual bonus, or adjust the future compensation of the NEO, in order to recover an appropriate amount with respect to the restated financial results or the material loss. Furthermore, a portion of the NEOs’ 2016 short-term incentive award continues to be subject to repayment if the NEO leaves the Company for any reason (other than following a change in control) prior to April 2019.
~~Additional Provision~~
To the extent that the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act are broader than the clawback provisions contained in the employment agreements that are applicable to our NEOs, our NEOs will be subject to additional clawback provisions pursuant to such rules as described under the heading “Employment Agreements with NEOs—Clawbacks”.
  6
~~Restrictive Covenants:Our NEOs are subject to comprehensivenon-competition~~ ~~and other restrictive covenants.~~
  7
~~No Stock Option Repricing or Discounted Exercise Price:Our company’s equity incentive plan does not permit either stock option repricing without stockholder approval or stock option grants with an exercise price below fair market value.~~
  8
~~No TaxGross-Ups:~~~~Our company does not provide taxgross-ups~~ ~~on any benefits or perquisites, including severance payments and other benefits received in connection with, or following, a change in control.~~
28 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
  9
~~No Pledging or Hedging of Company Stock:Under our insider trading policy, our company’s directors and executive officers, including the NEOs, are prohibited from pledging or holding company securities in a margin account withoutpre-clearance.~~ ~~In addition, such persons are prohibited from engaging in hedging transactions withoutpre-clearance,~~ such as prepaid variable forwards, equity swaps, collars and exchange funds or any other transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities.
10
No~~Exceptional Perquisites:~~Our NEOs have no guaranteed bonuses, no supplemental pension or retirement savings beyond what is provided broadly to all XPO employees, and no additional perquisites such as executive health services, club memberships, relocation assistance, stipends or financial planning services.
11
~~Independent Compensation Consultant:~~ ~~The Committee retains an independent compensation consultant who performs services only for the Committee, as discussed more fully in “Our Executive Compensation Governance Framework”.~~
~~Executive Compensation Structure~~
Our executive compensation program consists of three primary elements: base salary, annual short-term incentive awards and long-term incentive awards. Each of these elements is described in more detail below:
~~ELEMENT~~
~~OBJECTIVE~~
~~MECHANICS~~
  1
~~Base Salary~~
~~Provide a competitive fixed component of compensation for services performed during the year, commensurate with the scope and scale of role.~~
Reviewed against the executive’s experience and responsibilities, and for competitiveness against XPO’s peer group and broader market data as described below under “The Committee’s Compensation Decision-Making Process”.
  2
~~Annual Short-Term Incentive~~
~~Offer an annual cash compensation opportunity based upon achievement of both financial and strategic objectives at the company, business unit and individual levels.~~
Target bonuses are established as a percentage of base salary, with the ultimate outcome based on individual and company performance (including a focus on TSR), and are subject to clawback under certain conditions.
  3
~~Long-Term Incentive~~
~~Align the interests of our executives with those of our stockholders through the use of long- term incentive awards that reward executives for achievement ofpre-determined~~ ~~financial goals and increases in our stock price over time.~~
The NEOs were granted PRSUs in 2016 with performance goals based on annual adjusted cash flow per share for the multi-year period from 2016 to 2019. The PRSUs are subject to clawback under certain conditions.
~~No additional long-term incentive grants have been made to our NEOs since 2016.~~
~~TOTAL REWARD COMPONENT MIX~~
Because the Committee feels strongly that executive compensation should be tightly linked to both company and individual performance, the executive compensation for our NEOs is heavily weighted towards equity-based and variable cash incentive awards. The Committee believes that the mix outlined below is appropriate to drive execution of our long-term strategy and to further align the interests of our NEOs with those of our stockholders.
~~CEO’s 2017 Target Total Reward Mix~~
~~Other NEOs’ 2017 Target Total Reward Mix~~
~~Note: Long-Term Incentive reflects annualized cash PRSU grant-date value~~
∎    ~~At target, 90% of our CEO’s 2017 total reward is incentive-based, and 80% is based on the achievement of long-term performance goals~~
∎    ~~For other NEOs, on average, 75% of the 2017 target total reward is incentive-based, and 50% is based on achievement of long-term performance goals~~
29 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~The Committee’s Compensation Decision-Making Process~~
The Committee believes that its holistic approach to evaluating individual and company performance promotes greater alignment than overly formulaic programs, which may skew incentives. Using discretion to make its determinations on the NEOs’ total pay levels allows the Committee to enforce a balanced, multi-dimensional approach to executive compensation that incorporates a review of achievement against goals established at the beginning of the year, as described below.
~~KEY FACTORS CONSIDERED IN DETERMINING EXECUTIVE COMPENSATION~~
1
~~The company’s financial results relative to Board-reviewed and publicly disclosed targets for 2017~~
∎ Overall, under the persistent leadership of our NEOs, XPO generated record results in 2017 on nearly all financial measures, reaching or exceeding the high-growth financial targets established by management and the Board.
∎ ~~As part of the company’s budget and forecast processes, management set goals, reviewed and agreed to by the Board, on several key measures, as outlined below in Key Measures1-3.~~ Achievement against these measures was considered by the Committee when determining 2017 annual incentives for the NEOs. In addition, TSR performance—both in absolute and relative terms—forms a strong underpinning to the Committee’s decision-making framework.
                ~~Measure~~
            ~~2017 Forecast~~
~~Achievement~~
~~Key~~
~~Measures~~
1. Adjusted EBITDA, excluding our divested North American truckload unit *
~~$1.365 billion~~
✓
~~$1.367 billion~~
~~(+17% versus 2016)~~
2. Organic Revenue Growth*
~~Mid-single~~ ~~digit year over year growth~~
✓
~~Up 7% versus 2016~~
3. Free Cash Flow*
~~At least $350 million~~
✓
~~$374 million~~
~~(+77% versus 2016)~~
4. ~~Annual TSR~~
~~Expectation: Alignment with relevant indices~~
✓
~~XPO: 112%~~
~~Dow Jones Transportation Average: 19%~~
~~S&P 500 Index: 22%~~
~~Ranked #1 relative to peer group~~
* As defined in Annex A
∎~~Gating threshold to establish eligibility for short-term incentive payout:~~In March 2017, for each NEO, the Committee established a target annual cash incentive award for 2017 under the terms of our 2016 Omnibus Incentive Compensation Plan. Pursuant to the terms of the awards, the Committee set a performance goal that the company’s adjusted EBITDA for 2017 must equal or exceed approximately 75% of the forecasted adjusted EBITDA for 2017 in order for each NEO to become eligible for any short-term incentive award. Therefore, achievement of this EBITDA threshold, which ultimately occurred, was a requirement for payment of any annual short-term incentive in 2017.
∎ The Committee also evaluated and certified goal attainments associated with previously-awarded stock grants that had vesting events relevant to performance year 2017, representing a strong composite profile of overall company performance:
                ~~Measure~~
        ~~2017 Performance Goal~~
~~Achievement~~
~~Certification of Performance for Prior~~ Equity ~~Awards~~
~~Adjusted Free Cash Flow Per Share~~
~~$3.96~~
✓
~~Surpassed goal~~
~~Adjusted Earnings Per Share~~
~~$2.75~~
✓
~~Surpassed goal~~
~~Stock Price at $60 or above for 20 consecutive trading days prior to April 2, 2018~~
~~Achieve minimum target share price~~
✓
~~Surpassed $60 stock~~
~~price goal well in advance~~
~~of the April 2, 2018 date~~
30 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
2
~~The current value of realized and future realizable payouts of previously awarded stock compensation~~
∎    ~~The Committee evaluated the current values of the PRSUs granted in 2016 for each NEO at various stock price levels.~~
∎    ~~In particular, attention was focused on the current value of theone-quarter~~ ~~tranche of the 2016 PRSUs that was due to settle in February 2018 upon the Committee’s certification.~~
∎    The Committee considered the substantial appreciation in the value of this PRSU award relative to the sizing of the 2017 short-term annual incentive and moderated the short-term annual incentive payout percentage relative to target opportunity, despite the record results noted above for 2017.
~~In addition, no incremental equity compensation was granted for performance in 2017, in light of:~~
• The significant grant value and current value of the 2016 PRSU awards, which were granted in connection with the NEOs’ February 2016 employment agreements and were intended to cover a multi-year period; and
~~• The current value of other vested and unvested equity awards held by the NEOs, which are restricted from sale until September 2, 2018 and hold sufficient retentive value at present.~~
3
~~Analysis of total reward levels for our NEO positions relative to core peer group and general industry~~
∎    The Committee, with input from management and Semler Brossy, reviewed and approved the peer group used in evaluating executive compensation to ensure that the selected companies continue to reflect certain characteristics comparable to XPO.
∎    ~~These peer group characteristics include being in the transportation and logistics industry and having annual revenue greater thanone-quarter~~ ~~of XPO’s revenue. The peers comprising the 2017 peer group represent most of our publicly traded competitors and, in the Committee’s view, were reasonable given the revenue scale of XPO in 2017.~~
∎    While we monitor the structure of our peers’ pay programs, the Committee does not target a specific percentile positioning against the peer group. In addition, the Committee does not target a specific mix between cash and equity or short-term and long-term compensation relative to the mix used by peer group companies. The peer group for 2017 consisted of the following logistics and distribution or trucking companies:
~~Peer Name~~
    ~~Ticker Symbol~~

    ~~2017 Annual Revenue~~
~~($ in millions)~~

~~United Parcel Service, Inc.~~
~~UPS~~
~~$65,872~~
~~FedEx Corp.~~
~~FDX~~
~~$60,319~~
~~Union Pacific Corp.~~
~~UNP~~
~~$21,240~~
~~C.H. Robinson Worldwide, Inc.~~
~~CHRW~~
~~$14,869~~
~~CSX Corp.~~
~~CSX~~
~~$11,408~~
~~Norfolk Southern Corp.~~
~~NSC~~
~~$10,551~~
~~Ryder System, Inc.~~
R
~~$7,330~~
~~J.B. Hunt Transport Services, Inc.~~
~~JBHT~~
~~$7,190~~
~~Expeditors International of Washington, Inc.~~
~~EXPD~~
~~$6,921~~
~~YRC Worldwide, Inc.~~
~~YRCW~~
~~$4,891~~
~~Swift Transportation Co.~~
~~SWFT~~
$*
~~XPOLogistics, Inc. (as reported)~~
~~XPO~~
~~$15,381~~
~~Percent Rank~~
~~64P~~
* 2017 annual revenue data not available due to the merger of Swift Transportation Co. and Knight Transportation, Inc. in 2017.
∎    For 2017, based on the advice of Semler Brossy, the Committee removed two companies from the peer group (Hub Group Inc. and Landstar Systems, Inc.) and added five companies (CSX Corp., FedEx Corp., Norfolk Southern Corp., Union Pacific Corp. and United Parcel Service, Inc.). These actions were undertaken to ensure that the size of companies in the peer group accurately reflected XPO’s significant increase in scale following the integration of our completed acquisitions.
∎    Semler Brossy analyzed competitive pay levels of comparable NEOs using the most recent annual proxy statement disclosures for our peer group companies. To supplement this data, management provided a competitive market analysis retrieved from the WTW general industry executive compensation survey, which offered insight into the lower quartile, median and upper quartile of all compensation components for executive positions spanning 39 companies that ranged from $15 billion to $20 billion in total net revenues, excluding companies in the Banking industry. Given the significant number of senior executives hired into the company across diverse industries, management felt that comparing our NEOs to other companies of similar size and scale would provide a more comprehensive and multi-dimensional view of the market landscape.
∎    The analysis across these two data sets was reviewed with the Committee, and demonstrated lower quartile alignment with respect to total cash compensation and more competitive levels of pay when incorporating current value of the annualized PRSU grant from 2016.
31 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
  4
~~NEOs’ Individual Performance and Contributions to the Company during 2017~~
∎
~~The Committee, in consultation with our CEO (except with respect to his own performance assessment), assessed the performance of each NEO.~~
∎
For 2017, the Committee determined that our company accomplished and exceeded its key financial and strategic objectives for the year, as outlined above in key factor number one. Under the leadership and guidance of our NEOs, in 2017 we met rigorous financial performance goals, grew the company with exceptionally strong TSR, and continued to optimize our existing operations.
∎
~~Each of the NEOs was determined to have contributed significantly to the company’s achievements during 2017.~~
∎
In determining the 2017 total reward for the NEOs, the Committee’s goal was to recognize and reward each NEO’s performance, while also awarding short-term incentive awards that had the effect of relatively balancing total cash compensation across the group of NEOs, with consideration to each NEO’s job responsibilities and position.
∎
In determining Mr. Jacobs’ 2017 total reward, the Committee considered the strong financial results achieved by the company under Mr. Jacobs’ leadership, including achievements in addition to the measures noted above, such as EPS and net income growth. The Committee also considered Mr. Jacobs’ achievements on other 2017 strategic objectives, including those summarized in the table below.
~~The Committee’s Assessment of CEO Performance and Contributions for 2017~~
  1
~~PROFIT GROWTH~~
The fourth quarter of 2017 marked the company’s seventh consecutive profitable quarter and the completion of the sixth year in a row in which we met or exceeded our financial targets. Record achievements were generated in adjusted EBITDA, revenue, cash flow and EPS. Key financial highlights for full year 2017 include:
∎
~~Adjusted EBITDA, excluding our divested North American truckload unit*, increased 17% year-over-year to $1.37 billion~~
∎
~~Adjusted net income growth* of 104.5% year-over-year to $248.5 million~~
∎
~~Overall year-over-year revenue increase of $761.4 million (7% organic revenue growth* since 2016)~~
∎
~~Free cash flow* achievement of $374 million, 77% higher than 2016~~
∎
~~Adjusted EPS* increase of 95% and GAAP EPS increase of more than 360% versus 2016~~
∎
~~One-year~~ ~~TSR of 112%, along with three-year and five-year returns of 124% and 427% respectively~~
* As defined in Annex A
  2
~~BUSINESS~~
~~GROWTH~~
~~Mr. Jacobs successfully managed the company’s rapid growth while earning multiple accolades inside and outside of the industry, including:~~
∎
~~XPO’s rise to #191 on the Fortune 500, while being recognized as the fastest-growing U.S. transportation company on the list (after first ranking in the Fortune 500 in 2016)~~
∎
~~XPO named the top performer on Forbes’ Global 2000 list of the world’s largest companies~~
∎
~~XPO named the largest logistics company in the world by~~~~Transport Topics~~~~, based on 2016 net revenue~~
  3
~~LEADERSHIP OF~~
~~THE COMPANY~~
~~Under Mr. Jacobs’ leadership, we continued to build a global culture and a deep bench ofbest-in-class~~ ~~operators leading our lines of business, all focused on driving results.~~
∎
~~Mr. Jacobs has led the company to a position as the industry’s foremost champion of technology, creating the foundation for an important competitive moat~~
∎
~~Fortune~~~~magazine named XPO one of the “World’s Most Admired Companies”~~
∎
~~Forbes~~~~magazine named XPO one of “America’s Best Employers” in its annual survey of more than 30,000 workers from all industries~~
∎
~~Numerous executives from highly regarded companies in the Fortune 500 were hired into key leadership positions at XPO in both business unit and corporate roles~~
32 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
  4
~~EMPLOYEE~~
~~ENGAGEMENT~~
Mr. Jacobs conducts quarterly employee engagement surveys which are sent to approximately 36,000 employees across our global workforce. In these surveys, he solicits feedback on employee satisfaction and encourages ideas for improvement. Employee satisfaction ratings and the percentage of satisfied employees increased meaningfully between the first and fourth quarters of 2017.
  5
~~INCLUSION OF~~
~~OUR BOARD~~
~~Mr. Jacobs engages Board members in internal business reviews, enabling real-time interaction and discussion:~~
∎
~~Board members are invited to attend quarterly business reviews and hear firsthand the status of each~~
~~major business and function against quarterly and annual business goals~~
∎
~~Directors engage in discussions with management on topics such as existing and future strategies for~~
~~advancing the quality and profitability of the business~~
Based on the accomplishments noted above, Mr. Jacobs’ short-term incentive was awarded at 120% of target opportunity. The Committee believes that this decision appropriately aligns Mr. Jacobs’ 2017 short-term pay with 2017 performance. Additionally, as with all other NEOs, Mr. Jacobs did not receive an additional equity award for performance in 2017.
33 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Assessment of Other NEOs’ Performance and Contributions for 2017~~
In reviewing the CEO’s recommendations and approving the NEOs’ annual short-term incentive awards for 2017, the Committee considered the overall performance of the company, the company’s achievement of its strategic objectives, the importance of each NEO’s position in relation to the holistic operation of the company, and the CEO’s assessment of each NEO’s performance and contributions to the company. Below are highlights of the NEO achievements for 2017:
~~NEO~~
~~2017 ACHIEVEMENTS~~
~~TROY A. COOPER~~
~~Chief Operating Officer~~Granting Policy
~~As Chief Operating Officer and, for the first half of 2017, Chief Operating Officer and Chief Executive Officer for Europe, Mr. Cooper:~~
~~STI Outcome vs. Target:120%~~
∎ Focused on accelerating the growth and momentum of the company and its transportation segment. This required a particular emphasis on driving sales organizational change and effectiveness in small freight shipping, Europe and the global strategic account management organization
∎ ~~Oversaw operations, resulting in strong returns and record earnings, particularly across the company’s transportation segment, including:~~
•
~~Full-year revenue increase of 4%, to $9.8 billion;~~
•
~~Adjusted EBITDA* increase of 10%, to $1.028 billion; and~~
•
~~Operating income increase of 23%, to $538.8 million for full year and increase of 58%, to $132.8 million for the fourth quarter~~
∎ ~~Expanded the company’s position as the largeste-commerce~~ fulfillment provider in Europe and the largest last mile provider for heavy goods in North America, leading to 21% North American revenue growth in last mile in the fourth quarter and the launch of last mile operations in Europe
∎ Accomplished numerous key strategic initiatives, including harmonizing the company’s North America transport businesses under one management structure and upgrading the sales organization across North America and Europe
* As defined in Annex A
~~JOHN J. HARDIG~~
~~Chief Financial Officer~~
As Chief Financial Officer, Mr. Hardig has led the company’s cost management initiatives and identified long-term cost management opportunities throughout the organization, resulting in significant savings. In 2017, Mr. Hardig:
~~STI Outcome vs. Target:116%~~ ∎ ~~Presided over an increase in the company’s cash flow from operations and free cash flow to record levels~~
∎ ~~Renegotiated the terms of outstanding loans to reflect the company’s significant growth in size, financial stability and free cash flow~~
∎ ~~Actively managed the company’s real estate portfolio~~
∎ ~~Established a shared services model for the company’s financial operations with lower-cost locations throughout the United States, Europe and Asia~~
∎ ~~Streamlined the company’s financial operations through the implementation of more efficient systems and processes~~
∎ ~~Achieved an annual run rate of over $120 million in procurement savings~~
∎ ~~Evaluated multiple acquisition opportunities to ensure that any impending transaction is optimal for the company’s business model and long-term earnings potential~~
~~SCOTT B. MALAT~~
~~As Chief Strategy Officer, Mr. Malat:~~
~~Chief Strategy Officer~~
∎ ~~Engaged with important customers to strengthen company relationships as the key transportation and logistics provider~~
~~STI Outcome vs. Target:115%~~ ∎ ~~Took a leading role in the execution of our equity fundraising transaction in July 2017~~
∎ ~~Conducted research and analysis in connection with the company’s efforts to identify, refine and evaluate potential acquisition opportunities~~
∎ Held over 700 discussions with stockholders throughout 2017 to promote transparency and dialogue surrounding the company’s business strategy, plans for future growth, and its commitment to demonstrating a high regard for all stakeholders
34 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~MARIO A. HARIK~~
~~Chief Information Officer~~
~~As Chief Information Officer, Mr. Harik:~~
~~STI Outcome vs. Target:115%~~
∎ ~~Led the strategy to build and adopt cutting-edge technological solutions for the company’s internal operations to deliverend-to-end~~ ~~logistics solutions to customers~~
∎ ~~Implemented efficient technological solutions that kept the company under the allotted budget for technology in 2017~~
∎ Furthered the company’s scientific data analysis and data protection initiatives by hiring a new Chief Information Security Officer, IT leads for infrastructure and business units, and over 100 big data scientists
∎ ~~Implemented an industry-first approach to transportation management, supporting customer visibility of all lines of business through a single, unified technology platform~~
∎ ~~Launched Drive XPO, a mobile app for carriers that streamlines the experience of locating, bidding on, securing and transporting loads~~
∎ Facilitated the implementation of more than 14,000 handheld devices and inspection tablets for small freight drivers and dock workers, enhancing productivity and revenue collection from accessorial services
∎ ~~Launched a new less-than-truckload interface for customers, including tools for delivery management,pick-up~~ ~~management, planning and budgeting~~
~~Executive Compensation Outcomes for 2017~~
∎ ~~Base Salary:~~~~No change was made to our NEO base salaries in 2017. NEO base salaries have remained the same since they were increased in 2016 in connection with the renewal of our NEO employment agreements.~~
∎ ~~Annual Short-Term Incentive:~~Our company’s strong financial performance and TSR, and the Committee’s assessment of both company and individual performance during 2017 led to above-target annual short-term incentive payouts for the NEOs, as shown in the tables below.
∎ ~~Long-Term Incentive~~: NEOs earned the second of four tranches of the 2016 PRSU awards because our company’s actual 2017 adjusted cash flow per share exceeded the goal of $3.96. No additional long-term incentive grants have been made to our NEOs since 2016. The impact of the 2016 PRSU grant on each NEO’s total direct compensation (which we sometimes refer to as “total reward”) is shown in the column titled “Total Direct Compensation / Total Reward” in the tables below. A recapitulation of the key features and original grant amounts of the 2016 PRSU program is also delineated under the heading “Long-Term Incentive Program”.
~~NEO Total Compensation~~
The tables below show the Committee’s compensation decisions for 2017 for the NEOs, and differ from the SEC required disclosure in the “Summary Compensation Table”, which does not capture previously awarded long-term incentive compensation that is considered by the Committee in its view of total reward value for the NEOs.
As a result of the above-described key factors and performance assessments, and taking into account the indicated total cash compensation payable to each NEO, the Committee approved the cash incentive award amounts shown immediately below to our NEOs for 2017. The subsequent table shows the impact of these cash bonus decisions on the total direct incentive compensation, or total reward, for each NEO.
We believe this offers a fulsome view of the total compensation value of each executive role and portrays the mix of pay that the Committee believes is appropriate for the NEOs. The PRSU figures represented below reflect the annualized grant value of the cash-settled PRSUs awarded in 2016, one quarter of which vests annually over the four-year period from the initial grant date.

ANNUAL CASH COMPENSATION FOR 2017 PERFORMANCE YEAR

NEO

    Annual Base
Salary

  Target STI Award
(% of Salary)

  Target STI Award
in Dollars

    Earned STI
in Dollars

Total Target Annual
  Cash Compensation

  Total Earned Cash
Compensation

Bradley S. Jacobs

$625,000 100% $625,000 $750,000 $1,250,000 $1,375,000

Troy A. Cooper

$537,500 100% $537,500 $645,000 $1,075,000 $1,182,500

John J. Hardig

$515,000 100% $515,000 $595,000 $1,030,000 $1,110,000

Scott B. Malat

$500,000 100% $500,000 $575,000 $1,000,000 $1,075,000

Mario A. Harik

$425,000 100% $425,000 $490,000   $850,000   $915,000
35 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

ANNUAL TOTAL DIRECT COMPENSATION

NEO
Total Earned Cash
    Compensation for 2017

      Annualized Target PRSU
Award at Grant Value

    Total Direct
Compensation /
Total Reward

Bradley S. Jacobs

$1,375,000 $5,000,000 $6,375,000

Troy A. Cooper

$1,182,500 $1,125,000 $2,307,500

John J. Hardig

$1,110,000 $1,000,000 $2,110,000

Scott B. Malat

$1,075,000 $1,000,000 $2,075,000

Mario A. Harik

   $915,000    $812,500 $1,727,500

NEO

Original 2016-2019
    Target PRSU Award

    Annualized Target Award

Bradley S. Jacobs

$20,000,000 $5,000,000

Troy A. Cooper

  $4,500,000 $1,125,000

John J. Hardig

  $4,000,000 $1,000,000

Scott B. Malat

  $4,000,000 $1,000,000

Mario A. Harik

  $3,250,000    $812,500
~~Long-Term Incentive Program~~
No long-term incentive awards were made to our NEOs in 2017, in light of the continuing effectiveness of the multi-year award granted in 2016 to incentivize superior performance and retention. In 2016, the Committee determined that it would be advisable to make PRSU awards to our leadership team to maximize retention and incentivize a unified focus on execution of our long-term strategy. The Committee designed our 2016 long-term equity incentive awards to align the interests of our executives with those of our stockholders by tying a substantial portion of our executives’ compensation to XPO’s stock price over time. The PRSU awards have high-growth adjusted cash flow per share targets and payment requires significant achievement in the company’s financial performance every single year from 2016 to 2019. The Committee considered these awards as grants that would cover a multi-year period, and no additional grants have been made since 2016.
~~KEY FEATURES OF THE PRSU PROGRAM~~
  1
~~��~~

~~The PRSUs, granted in February 2016, will vest 25% annually over four years only if thepre-determined~~ ~~performance~~
~~goals for adjusted cash flow per share are achieved.~~

•
~~The first and second tranches vested upon the company exceeding adjusted cash flow per share targets of $2.93 for~~
~~2016 and $3.96 for 2017, with certification by the Committee in February 2017 and February 2018, respectively.~~
•
~~Based on XPO’s stock price on the vesting dates, Messrs. Jacobs, Cooper, Hardig, Malat and Harik received cash~~
~~payments specified by the terms of the awards.~~
•
~~The targets for the remaining two years are rigorous, with high double-digit growth rates expected for adjusted cash~~
~~flow per share over the next two years:~~
~~2016: $2.93~~
~~2017: $3.96~~
~~2018: $5.38~~
~~2019: $6.39~~
~~>    +35%~~
~~>    +36%~~
~~>    +19%~~

∎  ~~Using multipleone-year~~ ~~performance periods reinforces the incentive to put forth steady and strong annual performance.~~
∎  This structure also mitigates the risk that our NEOs under-perform for several years and “make up” the goal achievement in the final stretch, as could happen with a single multi-year measurement period.
2
∎

~~Adjusted cash flow per share, for the purposes of the PRSU awards, means (i) adjusted EBITDA (determined in~~
~~accordance with the company’s monthly operating reports and for external reporting purposes and adjusted for the~~
~~impact of stock and phantom stock compensation) less any capital expenditures and interest divided by (ii) diluted shares~~
~~outstanding.~~

∎
~~The adjusted cash flow per share metric was selected to align with the company’s strategy of driving efficiency as we~~
~~continue to scale up in size and scope.~~

36 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
  3
∎
The targeted annual award values were determined with reference to each NEO’s contributions to our company as of the grant date, their anticipated contribution to the achievement of our strategic objectives and TSR performance in the future, and prior equity- based awards granted to the NEO. No particular weighting was assigned to any of these considerations.
∎
~~In granting the PRSUs, the Committee also determined that the structure of the award, with achievement of the final~~
~~adjusted cash flow per share performance goal not possible until after the end of 2019, provided an important retentive~~
~~element and increased long-term focus for our NEOs.~~
∎
~~The PRSUs were intended to cover a multi-year period, and no additional grants have been made since 2016.~~
4
∎
~~There is zero payout if the established financial targets are not attained (i.e., no minimum achievement threshold upon which any portion of the award would be earned).~~
5
∎
~~There is no upside leverage if the target is exceeded in any given year; the maximum achievement is the target itself (100%).~~
6
∎
Payouts are tied directly to stock price performance, in direct alignment with stockholder interests. If our stock price increases from grant date to vesting date, the award will pay out at a higher amount than the original grant. Conversely, if the stock price declines in that same period, the original grant will decline in value at the same rate as the stock price.
7
∎
Going forward, we are aiming for our NEOs to lead a 17% year-over-year increase in adjusted EBITDA in 2018, well beyond the forecast for the industry, with cash generation growing at a faster pace than EBITDA and expected to reach a targeted approximately $625 million over the course of 2018.
∎
~~These high-growth targets demonstrate management’s and the Committee’s confidence that the company is well-~~
~~positioned to demonstrate continued progress.~~
8
∎
~~Awards are subject to clawback both during the vesting period and after payout based on the circumstances as specified by the terms of the awards.~~
~~Other Compensation-Related Items~~
~~Equity Granting Policy~~
All equity ~~grants~~awards to NEOs are approved by the Committee with a grant date determined at the time of ~~the~~ approval. The Committee does not target a specific time during the year to make equity grants, but ~~equity~~ grant dates are always on or after the date of Committee ~~approval and in full compliance with applicable laws.~~approval.
Benefits
Our NEOs are provided with the same benefits as are generally offered to other eligible employees, including participation in the XPO Logistics, Inc. 401(k) Plan and insurance benefit programs. Our NEOs receive minimal perquisites, as shown in the ~~“All~~"All Other Compensation" table following this Compensation ~~Table” below.~~Discussion and Analysis.
Employment Agreements
We believe that it is in the best interests of our company to enter into multi-year employment agreements with our NEOs, ~~because~~as the agreements promote long-term retention while allowing the Committee to exercise discretion in designing incentive compensation programs. The material compensation-related terms of these agreements are described under the heading ~~“Employment~~"Employment Agreements with ~~NEOs”~~NEOs" and the tables that follow this Compensation Discussion and Analysis.
~~Effective February 9, 2016,~~
Severance Arrangements with Mr. Rogers and Ms. Glickman
Following the termination of Mr. Rogers from the company ~~entered into new employment agreements with each of the NEOs. Each of these 2016 employment agreements has a term through February 9,~~on March 11, 2020, and ~~expires~~as a result of his termination without cause, Mr. Rogers received a cash severance payment of $164,038. As a result of Mr. Rogers' subsequent re-employment at the end of the term without automatic renewal. The 2016 employment agreements contain comprehensive restrictive covenants which are described under the heading “Employment Agreements with NEOs—Restrictive Covenants”.





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Table of Contents
Stericycle Inc. in April 2020, in accordance with the terms of his employment agreement, he did not receive continued medical and dental coverage.
Following Ms. Glickman's termination from the company on April 13, 2020, and as a result of her termination without cause, Ms. Glickman received: (i) a cash severance payment of $300,769 and (ii) medical and dental coverage for six months.
Tax Considerations
Section 162(m) of the Internal Revenue Code ~~has historically disallowed~~of 1986 as amended (the "Code") disallows a federal income tax deduction to public companies for compensation greater than $1 million paid in any tax year to covered executive ~~officers unless~~officers. Under prior law, there was an exception to the $1 million deduction limitation for compensation ~~meets~~that met the requirements of ~~the “qualified~~"qualified performance-based ~~compensation” exemption under that section. In 2017 and in prior years, certain of our compensation plans were designed to permit us to grant awards that may qualify~~compensation." However, for the “qualified performance-based compensation” exemption. However, this exemption was eliminated by recent tax legislation, effective for taxable years beginning after December 31, 2017. The legislation also expanded the group of executives covered by Section 162(m). Therefore, we expect that compensation awarded to our covered executive officers in excess of $1 million in 2018 and later tax years ~~will not be deductible by the company unless it qualifies for~~after 2017, this exception has been eliminated, subject to limited transition relief ~~that applies to~~for certain ~~arrangements~~grandfathered arrangements.
As a general matter, while tax deductibility is one of several relevant factors considered by the Committee in place as of November 2, 2017. Because of uncertainties in the application and interpretation of Section 162(m), and the absence at this juncture of regulatory guidance on the scope of the transition relief, no assurance can be given that awards paid in 2018 and later years that were originally intended to qualify for the “qualified performance-based compensation” exemption, or that were otherwise expected to be deductible prior to the recent tax legislation, will in fact be deductible.
Wedetermining compensation, we believe that the tax deduction limitation imposed by Section 162(m) should not compromise the ~~company’s ability~~company's access to ~~design and maintain executive~~ compensation arrangements that will attract and retain a high level of executive talent. Accordingly, the Committee and our Board will take into consideration a multitude of factors in making executive compensation decisions and may approve ~~and authorize~~ executive compensation that is not tax deductible.
Risk Assessment of Incentive Compensation Programs
The Committee has concluded that the company's compensation plans and programs are not reasonably likely to have a material adverse effect on the company.
For the 2019 plan year, in ~~consultation~~partnership with ~~Semler Brossy, have assessed~~a third-party compensation advisory group, the company performed an assessment for the Committee in order to determine whether there were material risks that could arise from our ~~employee~~ compensation ~~policies~~plans and doprograms. This assessment included a review of material elements of non-executive and executive compensation plans.
For the 2020 plan year, non-executive compensation plans and programs did not ~~believe~~materially deviate from those in place during 2019. For executive compensation plans and programs, the Committee considered the fact that ~~such policies are reasonably likely~~executive officer long-term incentives, which were reviewed by the Committee's independent advisor, as well as a third-party compensation advisory group, continued to use metrics that undergo a rigorous goal-setting process, were linked to strategic goals and have ~~a materially adverse effect on our company.~~longer-term performance periods.
~~Compensation Committee Report~~
COMPENSATION COMMITTEE REPORT
The following statement made by ~~our~~the Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate such statement by reference.
The Committee ~~has~~ reviewed ~~and discussed with management~~ the Compensation Discussion and Analysis with management as required by Item 402(b) of RegulationS-K, as set forth above. Based on ~~such~~this review and the resulting discussions with management, the Committee recommended to ~~the~~our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the ~~company’s~~company's Annual Report on Form10-K for the fiscal year ended December 31, ~~2017.~~2020.
~~Committee:~~
COMPENSATION COMMITTEE:
~~Adrian P. Kingshott (Committee Chair)~~
~~Michael G. Jesselson~~
Jason D. Papastavrou, chairman (since April 17, 2020)
Marlene M. Colucci, member
Michael G. Jesselson, member





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Table of Contents
~~Compensation Tables~~
COMPENSATION TABLES
Summary Compensation Table
~~Summary Compensation Table~~
The following table sets forth information concerning the total compensation awarded to, earned by, or paid to our NEOs for the year ended December 31, ~~2017.~~2020.

Option   Non-Equity
Name and Principal   Stock   Awards⁽²⁾   Incentive Plan All Other
Position

Year

Salary ($)

Bonus⁽¹⁾($)

Awards⁽²⁾($)

($)

Compensation⁽³⁾($)

Compensation⁽⁴⁾ ($)

Total ($)

Bradley S. Jacobs⁽⁵⁾
2017   $625,000   –   –   – $750,000 $9,021 $1,384,021
Chairman and
2016   $607,000   $1,375,000   $19,999,992 ⁽⁶⁾   – – $2,456 $21,984,448
Chief Executive Officer

2015

$495,000

–

$2,948,108

–

$2,325,000

$3,614

$5,771,722

Troy A. Cooper
Chief Operating Officer

2017   $537,500   –   –   – $645,000 $9,021 $1,191,521
2016   $511,539   $1,075,000   $4,499,998 ⁽⁶⁾   – – $2,337 $6,088,874
2015

$350,000

–

$491,361

–

$1,850,000

$3,760

$2,695,121

John J. Hardig
Chief Financial Officer

2017   $515,000   –   –   – $595,000 $9,021 $1,119,021
2016   $498,385   $915,000   $3,999,998 ⁽⁶⁾   – – $2,512 $5,415,895
2015

$395,000

$200,000

$491,361

–

$1,650,000

$32,982

$2,769,343

Scott B. Malat
Chief Strategy Officer

2017   $500,000   –   –   – $575,000 $9,021 $1,084,021
2016   $472,308   $500,000   $3,999,998 ⁽⁶⁾   – – $2,317 $4,974,623
2015

$300,000

$200,000

$491,361

–

$1,650,000

$3,916

$2,645,277

Mario A. Harik
Chief Information Officer

2017

$425,000

–

–

–

$490,000

$9,021

$924,021

⁽¹⁾ ~~The amounts reflected in this column for 2015 represent a $200,000one-time~~ discretionary cash incentive award paid on June 30, 2015, to each of Messrs. Hardig and Malat in recognition of their contributions in connection with the company’s acquisition of Norbert Dentressangle SA and the related financing transactions.
⁽²⁾
Name and Principal Position
Year Salary ($) Bonus(1) ($) Stock
Awards(2) ($) Non-Equity
Incentive Plan
Compensation(3) ($) All Other
Compensation(4) ($) Total ($)

Brad Jacobs(5)
2020 $1,000,000 $3,300,000 — $17,500,000 $12,660 $21,812,660
Chairman and Chief
2019 $838,462 — $7,007,415(6) — $12,460 $7,858,337
Executive Officer
2018 $625,000 — $12,690,463(7) — $12,008 $13,327,471
Troy Cooper
2020 $650,000 $2,145,000 — $5,862,500 $12,660 $8,670,160
President
2019 $601,539 — $3,751,031(6) — $12,460 $4,365,030
2018 $537,500 — $2,460,008(7) — $12,008 $3,009,516
Mario Harik
2020 $500,000 $1,031,250 — $3,937,500 $12,660 $5,481,410
Chief Information Officer
2019 $467,692 — $1,648,799(6) — $12,271 $2,128,762
2018 $425,000 $276,300 $1,230,004(7) — $11,857 $1,943,161
David Wyshner
2020 $525,096 $1,225,000 $3,032,212(8) — $1,050 $4,783,358
Chief Financial Officer

Sarah Glickman(9)
2020 $124,231 — $3,389      — $324,568 $452,188
Former Acting Chief
2019 $425,000 — $537,660(6) — $17,274 $979,934
Financial Officer
2018 $246,827 $207,200 $3,528,923 — $79,369 $4,062,319
Kurt Rogers(10)
2020 $59,231 — $3,549,732(8) — $195,358 $3,804,321
Former Chief Legal Officer

(1)
The amounts reflected in this column for 2020 represent annual cash bonus awards earned in respect of 2020 for Mr. Jacobs, Mr. Cooper, Mr. Harik and Mr. Wyshner. No cash bonus awards were earned in respect of 2019. The amounts reflected in this column for 2018 represent an annual cash bonus award earned in respect of 2018 for Mr. Harik and Ms. Glickman.

(2)
The amounts reflected in this column represent the aggregate grant date fair value of the awards made during each respective year, as computed in accordance with ASC 718. For a further discussion of the assumptions used in the calculation of the grant date fair values for each year, please see “Notes to Consolidated Financial Statements–Note 13. Stock-Based Compensation” of our company’s Annual Report on Form~~10-K~~ ~~for the year ended December 31, 2017. Cash-settled PRSU awards are measured at fair value initially based on the closing price of the Company’s common stock at the date of grant and arere-measured~~ ~~to fair value at each reporting date until settlement.~~
⁽³⁾ The amounts reflected in this column for 2017 represent an annual cash bonus award earned in respect of 2017, which is described in more detail under the heading “Executive Compensation Outcomes for 2017–NEO Total Compensation.”
⁽⁴⁾ ~~The components of “All Other Compensation” for 2017 are detailed below in the “All Other Compensation” table.~~
⁽⁵⁾ ~~Mr. Jacobs did not receive any additional compensation for his services as a director.~~
⁽⁶⁾ ~~This amount:~~
~~Reflects~~ the aggregate grant date fair value of the ~~PRSUs granted~~awards made during each respective year, as computed in ~~2016–~~accordance with FASB ASC Topic 718, and for Ms. Glickman, the 2020 amount includes incremental compensation earned in respect of RSUs that were accelerated in connection with her termination of employment with the ~~PRSU payout~~company. For information related to Ms. Glickman's incremental compensation see footnote 9 of this table. For additional information related to the measurement of stock-based compensation awards, see Note 15 to the financial statements included in ~~each~~our Annual Report on Form 10-K for the year ~~is dependent on~~ended December 31, 2020.

(3)
On July 31, 2020, the ~~company’s stock price at the time the award is settled;~~
~~Assumes the~~Committee awarded Mr. Jacobs, Mr. Cooper and Mr. Harik 2020 six-year cash LTI awards that require achievement of ~~the applicable performance goals at the target level–there is no payout under these awards if the relevant annual financial target is not met; and~~
~~Reflects full vesting of the award–only 25% of each PRSU award will vest annually if the relevant~~(i) an absolute adjusted cash flow per share goal, (ii) a relative growth in adjusted cash flow per share goal and (iii) a scorecard related to ESG goals. The award is composed of four tranches, and, subject to performance and continuing service, such tranches may be earned on the first anniversary of grant (July 31, 2021) and each ~~year~~of January 15, 2022, 2024 and 2026, respectively. The goals underlying the 2020 LTI are subject to both performance-based and service-based conditions. The target award can be earned based on attainment of the absolute adjusted cash flow per share goals of $3.04, $6.03, $6.93 and $7.63 for each of the second half of 2020 and full year 2021, 2022 and 2023, respectively (50% of award); the relative growth in adjusted cash flow per share goal at the 55th percentile (25% of award); or achievement against goals related to ESG as outlined in a comprehensive scorecard (25% of award). The award is earned based on a sliding scale with a minimum payout of 0% and a maximum payout of 200%.

(4)
The components of "All Other Compensation" for 2020 are detailed in the "All Other Compensation" table.

(5)
Mr. Jacobs did not receive any additional compensation for his service as a director.

(6)
In June 2019, the Committee awarded Mr. Jacobs, Mr. Cooper, Mr. Harik and Ms. Glickman PRSUs that require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets. The amount for Ms. Glickman also includes an equity award of 1,900 time-based RSUs with respect to 2018 granted on April 18, 2019.

(7)
In August 2018, the Committee awarded Mr. Jacobs, Mr. Cooper and Mr. Harik PRSUs that require achievement of both a high-growth performance and stock price goal, and cannot be earned until after the four-year ~~vesting~~performance period ending December 31, 2022. The goals underlying these PRSUs include: (i) achievement of an average stock price of $225 over a 20-trading day period by December 31, 2022, and (ii) Adjusted Cash Flow Per Share (as defined in the relevant award agreements) of $14.00 by December 31, 2022. Both goals must be attained for the award to be earned; there is ~~achieved.~~no threshold level of payment for below-target performance and no upside leverage for exceeding the targets.

(8)
The amounts for Mr. Wyshner and Mr. Rogers reflect RSU and PRSU awards granted upon hire on March 2, 2020 and February 3, 2020, respectively. The Committee awarded Mr. Wyshner and Mr. Rogers PRSUs that require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets.

(9)
Effective April 13, 2020, Ms. Glickman terminated employment with the company without cause. Between March 2, 2020 and her termination, Ms. Glickman served as SVP, Corporate Finance and Transformation. As a result of her termination without cause, 1,430 RSUs from the award granted on April 18, 2019 and 11,793 RSUs from the award granted on June 8, 2018 were accelerated and became fully vested. The April 2019 RSUs had (i) an intrinsic value of $97,812 on the acceleration date and (ii) a grant date fair value of $94,423 on the grant date (which amount is included in this table under 2019 and in the Summary Compensation Tables in the prior year proxy statement). As a result, the table above includes $3,389 of incremental compensation for Ms. Glickman in respect of the April 2019

55

©2021 XPO Logistics, Inc.

Table of Contents
RSUs. The June 2018 RSUs had (i) an intrinsic value of $806,641 on the acceleration date and (ii) a grant date fair value of $1,312,325 on the grant date (which amount is included in this table under 2018 and in the Summary Compensation Tables in prior year proxy statements). As a result, the table above does not include incremental compensation for Ms. Glickman in respect of the June 2018 RSUs.
(10)
Effective March 11, 2020, Mr. Rogers terminated employment with the company without cause. As a result of his termination without cause, 4,968 RSUs from the award granted on February 3, 2020 were accelerated and became fully vested. The February 2020 RSUs had (i) an intrinsic value of $288,790 on the acceleration date and (ii) a grant date fair value of $448,064 on the grant date (which amount is included in this table under 2020). As a result, the table above does not include incremental compensation for Mr. Rogers in respect of the February 2020 RSUs.
We compensate our NEOs pursuant to the terms of their respective employment agreements and the information reported in the Summary Compensation Table reflects the terms of such agreements. For more information about our ~~NEOs’~~NEOs' employment agreements, see the discussion in this proxy statement under the heading ~~“Employment~~"Employment Agreements with NEOs.”"
All Other Compensation Table
~~All Other Compensation Table~~
The following table ~~outlines~~sets forth the amounts included in the ~~“All~~"All Other ~~Compensation”~~Compensation" column in the ~~“Summary Compensation”~~"Summary Compensation" table for our NEOs in ~~2017.~~2020.
Name
Matching
Contributions
to
401(k) Plan(1)
($) Company-
Paid Life
Insurance
Premiums(2)
($) Perquisites
and Other
Personal
Benefits
($) Payout
of Paid
Time Off(3)
($) Severance(4)
($) Relocation(5)
($) Relocation
Gross-up(6)
($) Continuation
of Medical /
Dental
Benefits(7)
($) Total
($)

Brad Jacobs
$11,400 $1,260 — — — — — — $12,660
Troy Cooper
$11,400 $1,260 — — — — — — $12,660
Mario Harik
$11,400 $1,260 — — — — — — $12,660
David Wyshner
— $1,050 — — — — — — $1,050
Sarah Glickman
$5,907 $358 — $7,100 $300,769 — — $10,434 $324,568
Kurt Rogers
— $210 — — $164,038 $23,317 $7,793 — $195,358

(1)
Amounts in this column represent matching contributions made by XPO to the company's 401(k) plan. Only amounts contributed directly by our NEOs are eligible for matching contributions, and our NEOs are eligible for matching contributions on the same basis as all other eligible employees of our company.

(2)
Amounts in this column include the company-paid premiums for basic life insurance.

(3)
Amounts in this column reflect a payout of paid time off provided to Ms. Glickman in connection with her termination of employment with the company.

(4)
Amounts in this column reflect a payout of severance provided to each of Ms. Glickman and Mr. Rogers in connection with their termination of employment with the company.

(5)
Amounts in this column reflect relocation benefits provided by the company to Mr. Rogers in connection with his commencement of employment in 2020.

(6)
Amounts in this column reflect the tax gross-up provided to Mr. Rogers in respect of the relocation benefits provided by the company.

(7)
Amounts in this column reflect the continuation of medical and dental benefits provided by the company to Ms. Glickman in connection with her termination of employment with the company.

      Matching Contributions to           Company-Paid Life Insurance           Perquisites and Other                   Total
  Name

401(k) Plan ($)⁽¹⁾

Premiums ($)⁽²⁾

Personal Benefits ($)

($)

Bradley S. Jacobs

$8,100

$921

–

$9,021

Troy A. Cooper

$8,100

$921

–

$9,021

John J. Hardig

$8,100

$921

–

$9,021

Scott B. Malat

$8,100

$921

–

$9,021

Mario A. Harik

$8,100

$921

–

$9,021

⁽¹⁾ Amounts in this column represent matching contributions made by XPO to the company’s 401(k) plan. Only amounts contributed directly by our NEOs are eligible for matching contributions, and our NEOs are eligible for matching contributions on the same basis as all other eligible employees
Grants of our company. The 2017 401(k) matching amounts are larger than in previous years due to the increase in the 401(k) company match percentage for all eligible participants in the XPO Logistics, Inc. 401(k) Plan.

Plan-Based Awards

⁽²⁾	~~Amounts in this column represent the company-paid premiums for basic life insurance and accidental death and dismemberment (AD&D) insurance.~~


						39						©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
						39						©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~Grants of Plan-Based Awards~~

The following table ~~provides~~sets forth additional ~~detail~~details regarding grants of equity andnon-equity plan-based awards. ~~No equity~~


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity	All Other Stock Awards: Number of	Grant Date

Name	Grant Date	Grant Type	Threshold ($)	Target ($)	Maximum ($)	Incentive Plan Awards(2) Target (#)(3)	Shares of Stock or Units (#)	Fair Value of Stock Awards ($)(4)

Brad Jacobs	7/31/2020	Cash LTI	—	$40,000,000	$80,000,000	—	—	—
Troy Cooper	7/31/2020	Cash LTI	—	$13,400,000	$26,800,000	—	—	—
Mario Harik	7/31/2020	Cash LTI	—	$9,000,000	$18,000,000	—	—	—
David Wyshner	3/2/2020	PSU	—	—	—	26,319	—	$1,032,231
	3/2/2020	RSU	—	—	—	—	26,319	$1,999,981
Sarah Glickman(5)	5/11/2020	RSU	—	—	—	—	1,430	$3,389
Kurt Rogers(6)	2/3/2020	PSU	—	—	—	27,719	—	$1,549,769
	2/3/2020	RSU	—	—	—	—	22,175	$1,999,963

(1)

On July 31, 2020, the Committee awarded Mr. Jacobs, Mr. Cooper and Mr. Harik 2020 six-year cash LTI awards ~~were made~~that require achievement of (i) an absolute adjusted cash flow per share goal, (ii) a relative growth in adjusted cash flow per share goal and (iii) a scorecard related to ~~NEOs during 2017.~~

All Other
Stock
Awards:
Number of

All Other
Option
Awards:
Number of

Exercise
or Base
Price of

Grant Date
Fair
Value of
Estimated Future Payouts Under Estimated Future Payouts
Non-Equity Incentive Plan Awards⁽¹⁾ Under Equity Incentive Plan Awards⁽²⁾

Shares of   Securities   Option   Stock and
Grant   Stock or   Underlying   Awards   Option
Name

Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Units (#)

Options (#)

($/Sh)

Awards⁽²⁾

Bradley S. Jacobs

n/a

–

625,000

–

–

–

–

–

–

–

–

Troy A. Cooper

n/a

–

537,500

–

–

–

–

–

–

–

–

John J. Hardig

n/a

–

515,000

–

–

–

–

–

–

–

–

Scott B. Malat

n/a

–

500,000

–

–

–

–

–

–

–

–

Mario A. Harik

n/a

–

425,000

–

–

–

–

–

–

–

–

ESG goals. The award is composed of four

⁽¹⁾	~~Amounts represent the target award for each NEO. For actual payout information, see “Executive Compensation Outcomes for 2017—NEO Total Compensation.”~~
		56	©2021 XPO Logistics, Inc.

⁽²⁾	~~No equity grants were made to any of the NEOs in 2017.~~

Table of Contents

tranches, and, subject to performance and continuing service, such tranches may be earned on the first anniversary of grant (July 31, 2021) and each of January 15, 2022, 2024 and 2026, respectively. The goals underlying the 2020 LTI are subject to both performance-based and service-based conditions. The target award can be earned based on attainment of the absolute adjusted cash flow per share goals of $3.04, $6.03, $6.93 and $7.63 for each of the second half of 2020 and full year 2021, 2022 and 2023, respectively (50% of award); the relative growth in adjusted cash flow per share goal at the 55th percentile (25% of award); or achievement against goals related to ESG as outlined in a comprehensive scorecard (25% of award). The award is earned based on a sliding scale with a minimum payout of 0% and a maximum payout of 200%.

(2): The amount for Mr. Wyshner reflects awards granted upon hire on March 2, 2020. The amount for Mr. Rogers reflects awards granted upon hire on February 3, 2020.
(3): PRSUs are reflected at the target level, which is also the threshold and maximum level. There is no threshold level of payment for below target performance and no upside leverage for exceeding the targets.
(4): Amounts in this column reflect the grant date fair value of awards calculated in accordance with FASB ASC Topic 718, using the valuation methodology set forth in Note 15 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, and for Ms. Glickman, the 2020 amount includes incremental compensation earned in respect of RSUs that were accelerated in connection with her termination of employment with the company. For information related to Ms. Glickman's incremental compensation see footnote 5 of this table.
(5): Effective April 13, 2020, Ms. Glickman terminated employment with the company without cause. Between March 2, 2020 and her termination, Ms. Glickman served as SVP, Corporate Finance and Transformation. As a result of her termination without cause, 1,430 RSUs from the award granted on April 18, 2019 and 11,793 RSUs from the award granted on June 8, 2018 were accelerated and became fully vested. The April 2019 RSUs had (i) an intrinsic value of $97,812 on the acceleration date and (ii) a grant date fair value of $94,423 on the grant date (which amount is included in this table under 2019 and in the Summary Compensation Tables in the prior year proxy statement). As a result, the table above includes $3,389 of incremental compensation for Ms. Glickman in respect of the April 2019 RSUs. The June 2018 RSUs had (i) an intrinsic value of $806,641 on the acceleration date and (ii) a grant date fair value of $1,312,325 on the grant date (which amount is included in this table under 2018 and in the Summary Compensation Tables in prior year proxy statements). As a result, the table above does not include incremental compensation for Ms. Glickman in respect of the June 2018 RSUs.
(6): Effective March 11, 2020, Mr. Rogers terminated employment with the company without cause. As a result of his termination without cause, 4,968 RSUs from the award granted on February 3, 2020 were accelerated and became fully vested. The February 2020 RSUs had (i) an intrinsic value of $288,790 on the acceleration date and (ii) a grant date fair value of $448,064 on the grant date (which amount is included in this table under 2020). As a result, the table above does not include incremental compensation for Mr. Rogers in respect of the February 2020 RSUs.

Additional information relevant to the awards ~~that are~~ shown in the above table (including a discussion of the applicable performance criteria and the actual payouts under such awards) is included inunder the ~~“Compensation Discussion and Analysis” section of this proxy statement.~~

~~Outstanding~~heading "Outstanding Equity Awards at Fiscal ~~Year End~~Year-End".

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, ~~2017.~~2020.


	Stock Awards

	Number of Shares or Units of Stock	Market Value of Shares or Units of Stock	Equity Incentive Plan Awards: Number of Unearned Shares Units or	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Name	That Have Not Vested (#)	That Have Not Vested ($)	Other Rights That Have Not Vested (#)	Units or Other Rights That Have Not Vested ($)(1)

Brad Jacobs	—	—	710,930(2)	$84,742,856(2)
Troy Cooper	—	—	299,260(3)	$35,671,792(3)
Mario Harik	—	—	134,332(4)	$16,012,374(4)
David Wyshner	—	—	52,638(5)	$6,274,450(5)
Sarah Glickman	—	—	19,262(6)	$2,296,030(6)
Kurt Rogers	—	—	587(7)	$69,970(7)

Option Awards Stock Awards

Equity Incentive
Number of   Number of Equity Incentive Equity Incentive Plan Awards:
Securities   Securities Plan Awards: Number of Market Value Plan Awards: Market or Payout
Underlying   Underlying Number of Securities Shares or of Shares or   Number of Unearned   Value of Unearned
Unexercised   Unexercised Underlying Option Units of Stock Units of Stock Shares, Units or Shares, Units or
Options (#)   Options (#) Unexercised Exercise Option That Have That Have Not Other Rights That Other Rights That
Name Exercisable     Unexercisable     Unearned Options (#)   Price ($) Expiration Date     Not Vested (#)   Vested ($)⁽¹⁾ Have Not Vested (#)   Have Not Vested ($)⁽¹⁾

Bradley S. Jacobs

250,000

–

–

$9.28

11/21/2021

471,179

⁽²⁾

$43,155,285

⁽²⁾

436,300

⁽³⁾

$39,960,717

⁽³⁾

Troy A. Cooper

25,000

–

–

$11.46

1/16/2022

136,208

⁽⁴⁾

$12,475,291

⁽⁴⁾

98,168

⁽⁵⁾

$8,991,207

⁽⁵⁾

John J. Hardig

50,000

–

–

$14.09

2/13/2022

105,560

⁽⁶⁾

$9,668,240

⁽⁶⁾

87,260

⁽⁷⁾

$7,992,143

⁽⁷⁾

$10.65

10/21/2021

124,091 ⁽⁸⁾ $11,365,495 ⁽⁸⁾ 87,260 ⁽⁹⁾ $7,992,143 ⁽⁹⁾

Scott B. Malat

48,000

–

–

$18.07

3/5/2022

Mario A. Harik

135,000

–

–

$9.79

11/14/2021

70,420⁽

¹⁰⁾

$6,449,768

⁽¹⁰⁾

70,899

⁽¹¹⁾

$6,493,639

⁽¹¹⁾

Note: Vesting of all outstanding equity awards is subject to continued employment by the NEO on the applicable vesting date, subject to certain exceptions in connection with a qualifying termination of employment.

(1)

The values reflected in this column were calculated using $119.20, the closing price of a company share on the NYSE on December 31, 2020, the last trading day of our fiscal year 2020.

(2)

Consists of 238,095 PRSUs which vest on December 31, 2022, and 472,835 PRSUs which vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets, generally reflecting the same features included in previously awarded performance-based equity grants.

a.: The PRSUs noted as vesting on December 31, 2022 require achievement of both a high-growth performance and stock price goal, and cannot be earned until after the four-year performance period ending December 31, 2022. The goals underlying these PRSUs include: (i) achievement of an average stock price of $225 over a 20-trading day period by December 31, 2022, and (ii) Adjusted Cash Flow Per Share (as defined in the relevant award agreements) of $14.00 by December 31, 2022.
b.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

⁽¹⁾	~~The values reflected in this column were calculated using $91.59, the closing price of a company share on the NYSE on December 29, 2017, the last trading day of our fiscal year 2017.~~

⁽²⁾	Consists of 218,150 cash-settled PRSUs which vested on February 9, 2018, and 253,029 PRSUs which vested on February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

⁽³⁾	Consists of 436,300 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

⁽⁴⁾	Consists of 49,084 cash-settled PRSUs which vested on February 9, 2018, 5,000 PRSUs which vested on February 15, 2018, and 82,124 PRSUs which vested on February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

⁽⁵⁾	Consists of 98,168 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

⁽⁶⁾	Consists of 43,630 cash-settled PRSUs which vested on February 9, 2018, and 61,930 PRSUs which vested on February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

⁽⁷⁾	Consists of 87,260 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

⁽⁸⁾	Consists of 43,630 cash-settled PRSUs which vested on February 9, 2018, 5,714 PRSUs which vested on February 15, 2018, and 74,747 PRSUs which vested on February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

⁽⁹⁾	Consists of 87,260 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.

⁽¹⁰⁾	Consists of 35,450 cash-settled PRSUs which vested on February 9, 2018, and 34,970 PRSUs which vested on February 19, 2018, upon Committee certification of the achievement of the applicable performance criteria.

⁽¹¹⁾	Consists of 70,899 cash-settled PRSUs which will vest in two installments on February 9, 2019 and February 9, 2020, subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level.


57	40	©2021 ~~2018~~ XPO Logistics, Inc.
		©2021 ~~2018~~ XPO Logistics, Inc.

~~Option Exercises~~Table of Contents

(3)

Consists of 46,154 PRSUs which vest on December 31, 2022, and ~~Stock Vested~~253,106 PRSUs which vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets, generally reflecting the same features included in previously awarded performance-based equity grants.

a.: The PRSUs noted as vesting on December 31, 2022 require achievement of both a high-growth performance and stock price goal, and cannot be earned until after the four-year performance period ending December 31, 2022. The goals underlying these PRSUs include: (i) achievement of an average stock price of $225 over a 20-trading day period by December 31, 2022, and (ii) Adjusted Cash Flow Per Share (as defined in the relevant award agreements) of $14.00 by December 31, 2022.
b.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

(4)

Consists of 23,077 PRSUs which vest on December 31, 2022, and 111,255 PRSUs which vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets, generally reflecting the same features included in previously awarded performance-based equity grants.

a.: The PRSUs noted as vesting on December 31, 2022 require achievement of both a high-growth performance and stock price goal, and cannot be earned until after the four-year performance period ending December 31, 2022. The goals underlying these PRSUs include: (i) achievement of an average stock price of $225 over a 20-trading day period by December 31, 2022, and (ii) Adjusted Cash Flow Per Share (as defined in the relevant award agreements) of $14.00 by December 31, 2022.
b.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

(5)

Consists of 26,319 RSUs which vest ratably on March 2, 2021, 2022 and 2023. Consists of 26,319 PRSUs which vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. Both goals must be attained for the award to be earned; there is no threshold level of payment for below-target performance and no upside leverage for exceeding the targets, generally reflecting the same features included in previously awarded performance-based equity grants.

a.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

(6)

Consists of 13,311 PRSUs which remain eligible to vest on August 9, 2021, and 5,951 PRSUs which remain eligible to vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. There is no threshold level of payment for below target performance and no upside leverage for exceeding the targets.

a.: The PRSUs noted as vesting on August 9, 2021 require achievement of a closing stock price of $200 per share over a period of 20 consecutive trading days prior to August 2023.
b.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

(7)

Consists of 587 PRSUs which remain eligible to vest on December 31, 2024 subject to achievement of certain performance criteria. PRSUs are reflected at the target level, which is also the threshold and maximum level. There is no threshold level of payment for below target performance and no upside leverage for exceeding the targets.

a.: The PRSUs noted as vesting on December 31, 2024 require achievement of both a high-growth performance and TSR goal, and cannot be earned until after the six-year performance period ending December 31, 2024. The goals underlying these PRSUs include: (i) $9.08 adjusted earnings per share (CAGR of 19%) by December 31, 2024, and (ii) exceed the S&P Transportation Select Industry Index TSR by at least 34% (CAGR of 500 basis points) by December 31, 2024. Both goals must be attained for the award to be earned.

Option Exercises and Stock Vested

The following table sets forth the ~~RSUs that~~options exercised and stock vested for our NEOs during ~~2017. There~~2020.


	Option Awards		Stock Awards


Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)

Brad Jacobs	250,000	$26,985,000	218,150	$21,263,081
Troy Cooper	25,000	$2,644,000	49,084	$4,784,217
Mario Harik	135,000	$14,503,050	35,450	$3,455,312
David Wyshner	—	—	—	—
Sarah Glickman⁽²⁾	—	—	16,108	$1,072,158
Kurt Rogers⁽³⁾	—	—	5,544	$318,414

(1)

The values reflected in this column were nocalculated by multiplying the number of shares that vested in 2020 by the closing price of one share of XPO common stock ~~option exercises by our NEOs during 2017.~~

Option Awards Stock Awards

Name

Number of Shares
        Acquired on Exercise (#)

          Value Realized on
Exercise ($)

          Number of Shares
Acquired on
Vesting (#)

          Value Realized on
Vesting ($)⁽¹⁾

  Bradley S. Jacobs
– – 218,150   10,737,343

  Troy A. Cooper
– – 54,083 2,668,315

  John J. Hardig
– – 43,630 2,147,469

  Scott B. Malat
– – 49,344 2,435,968

  Mario A. Harik
– – 35,449 1,744,800

on the NYSE on each applicable vesting or settlement date. In the case of the cash-settled PRSUs, for each of Mr. Jacobs, Mr. Cooper and Mr. Harik, which settled on February 19, 2020, the closing price of one share of XPO common stock on the NYSE was $97.47.

(2)

Effective April 13, 2020, Ms. Glickman terminated employment with the company without cause. As a result of her termination without cause, Ms. Glickman received 1,900 RSUs of the award granted on April 18, 2019 and 14,208 RSUs of the award granted on June 8, 2018.

(3)

Effective March 11, 2020, Mr. Rogers terminated employment with the company without cause. As a result of his termination without cause, Mr. Rogers received 5,544 RSUs, reflecting a pro-rated portion of the award granted on February 3, 2020.

⁽¹⁾	The values reflected in this column were calculated by multiplying the number of shares that vested in 2017 by the closing price of a company share on the NYSE on each applicable vesting or settlement date.


58	41	©2021 ~~2018~~ XPO Logistics, Inc.
		©2021 ~~2018~~ XPO Logistics, Inc.

~~Potential Payments Upon Termination or Change of Control~~

Table of Contents

Potential Payments Upon Termination or Change of Control

The following table ~~reflects~~sets forth the amounts of compensation that would be due to ~~each of our NEOs~~Messrs. Jacobs, Cooper, Harik and Wyshner pursuant to their respective employment agreements, as applicable, upon the termination events as summarized below, as if each such event had occurred on December 31, ~~2017.~~2020. The amounts shown below are estimates of the payments that each NEO would receive in certain instances. The actual amounts payable will only be determined upon the actual occurrence of any such event. For Ms. Glickman and Mr. Rogers, the following table sets forth the amounts of compensation that were due in connection with their actual terminations of employment.

Event

Bradley S. Jacobs


Troy A. Cooper


John J. Hardig


Scott B. Malat


Mario A. Harik

Termination without Cause:

Cash severance^(1)(2)(3)(4)
   $312,500          $268,750          $257,500          $250,000          $212,500

Acceleration of equity-based awards⁽⁵⁾
   $39,416,856          $11,491,523          $8,862,706          $10,487,788          $5,891,069

Continuation of medical / dental benefits⁽⁶⁾
   $9,660          $6,899          $9,660          $9,660          $9,479

Total


39,739,016


$11,767,171


$9,129,866


$10,747,448


$6,113,048

Voluntary Termination with Good Reason:



Cash severance^(1)(2)(4)
   –                  –                  –                  –                  –

Acceleration of equity-based awards⁽⁵⁾
   $21,571,368          $7,018,359          $5,293,627          $6,395,363          $2,991,146

Continuation of medical / dental benefits
   –                  –                  –                  –                  –

Total


$21,571,368


$7,018,359


$5,293,627


$6,395,363


$2,991,146

Termination for Cause or Voluntary Termination without Good Reason:

Cash severance^(1)(2)(4)
   –                  –                  –                  –                  –

Acceleration of equity-based awards
   –                  –                  –                  –                  –

Continuation of medical / dental benefits
   –                  –                  –                  –                  –

Total


–


–


–


–


–

Disability:

Cash severance^(1)(2)(4)
   –                  –                  –                  –                  –

Acceleration of equity-based awards⁽⁵⁾
   –                  $457,950          –                  $523,345          –

Continuation of medical / dental benefits
   –                  –                  –                  –                  –

Total


–


$457,950


–


$523,345


–

Death:

Cash severance⁽²⁾
   –                  –                  –                  –                  –

Acceleration of equity-based awards⁽⁵⁾
   $83,116,002          $21,466,498          $17,660,384          $19,357,638          $12,943,407

Continuation of medical / dental benefits
   –                  –                  –                  –                  –

Total


$83,116,002


$21,466,498


$17,660,384


$19,357,638


$12,943,407

Change of Control and No Termination:



Cash severance⁽²⁾
   –                  –                  –                  –                  –

Acceleration of equity-based awards⁽⁵⁾
   $83,116,002          $21,466,498          $17,660,384          $19,357,638          $12,943,407

Continuation of medical / dental benefits
   –                  –                  –                  –                  –

Total


$83,116,002


$21,466,498


$17,660,384


$19,357,638


$12,943,407

Change of Control and Termination without Cause or for Good Reason:

Cash severance⁽²⁾
   $3,125,000          $2,687,500          $2,575,000          $2,500,000          $2,125,000

Acceleration of equity-based awards⁽⁵⁾
   $83,116,002          $21,466,498          $17,660,384          $19,357,638          $12,943,407

Continuation of medical / dental benefits⁽⁶⁾
   $38,640          $27,594          $38,640          $38,640          $37,917

Total


$86,279,642


$24,181,592


$20,274,024


$21,896,279


$15,106,324


	Brad Jacobs	Troy Cooper	Mario Harik	David Wyshner	Sarah Glickman(1)		Kurt Rogers(2)
Termination without Cause:
Cash severance(3)(4)(5)	$1,000,000	$650,000	$500,000	$635,000	$300,769		$164,038
Acceleration of equity-based awards(6)	$32,996,110	$12,814,000	$5,798,842	$2,235,954	$1,075,547	(7)	$318,414
Outstanding performance-based equity awards(8)	—	—	—	—	$2,296,030		$69,970
Acceleration of 2020 LTI(9)	$10,000,000	$3,350,000	$2,250,000	—	—		—
Continuation of medical / dental benefits(10)	$7,932	$7,932	$11,076	$9,786	$10,434		—
Total	$44,004,042	$16,821,932	$8,559,918	$2,880,740	$3,682,781		$552,422
Voluntary Termination with Good Reason:
Cash severance(3)(5)	—	—	—	—	—		—
Acceleration of equity-based award	—	—	—	—	—		—
Acceleration of 2020 LTI	—	—	—	—	—		—
Continuation of medical / dental benefits	—	—	—	—	—		—
Total	—	—	—	—	—		—
Termination for Cause or Voluntary Termination without Good Reason:
Cash severance(3)(5)	—	—	—	—	—		—
Acceleration of equity-based awards	—	—	—	—	—		—
Acceleration of 2020 LTI	—	—	—	—	—		—
Continuation of medical / dental benefits	—	—	—	—	—		—
Total	—	—	—	—	—		—
Disability:
Cash severance(3)(5)	—	—	—	—	—		—
Acceleration of equity-based award	—	—	—	—	—		—
Acceleration of 2020 LTI	—	—	—	—	—		—
Continuation of medical / dental benefits	—	—	—	—	—		—
Total	—	—	—	—	—		—
Death:
Cash severance(3)	—	—	—	—	—		—
Acceleration of equity-based awards(6)	$84,742,856	$35,671,792	$16,012,374	—	—		—
Acceleration of 2020 LTI(9)	$40,000,000	$13,400,000	$9,000,000	—	—		—
Continuation of medical / dental benefits	—	—	—	—	—		—
Total	$124,742,856	$49,071,792	$25,012,374	—	—		—
Change of Control and No Termination:
Cash severance(3)	—	—	—	—	—		—
Acceleration of equity-based awards(6)	$84,742,856	$35,671,792	$16,012,374	—	—		—
Acceleration of 2020 LTI(9)	$40,000,000	$13,400,000	$9,000,000	—	—		—
Continuation of medical / dental benefits	—	—	—	—	—		—
Total	$124,742,856	$49,071,792	$25,012,374	—	—		—
Change of Control and Termination without Cause or for Good Reason:
Cash severance(3)	$8,970,000	$3,900,000	$2,250,000	$3,175,000	—		—
Acceleration of equity-based awards(6)	$84,742,856	$35,671,792	$16,012,374	$6,274,450	—		—
Acceleration of 2020 LTI(9)	$40,000,000	$13,400,000	$9,000,000	—	—		—
Continuation of medical / dental benefits(10)	$31,728	$31,728	$44,304	$39,144	—		—
Total	$133,744,584	$53,003,520	$27,306,678	$9,488,594	—		—']

(1): Effective April 13, 2020, Ms. Glickman terminated employment with the company without cause. The values reflected in this column are the actual payments made in connection with her separation. The value reflected for the acceleration of equity-based awards is calculated using $58.13, the closing price of a company share on the NYSE on April 15, 2020, and $68.40, the closing price of a company share on the NYSE on May 11, 2020, the respective dates of settlement.
(2): Effective March 11, 2020, Mr. Rogers terminated employment with the company without cause. The values reflected in this column are the actual payments made in connection with his separation. The value reflected for the acceleration of equity-based awards is calculated using $51.43, the closing price of a company share on the NYSE on March 31, 2020, and $58.13, the closing price of a company share on the NYSE on April 15, 2020, the respective dates of settlement.
(3): Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation.
(4): In the event of a termination by our company without Cause, cash severance payable to each of Mr. Jacobs, Mr. Cooper, Mr. Harik and Mr. Wyshner may be reduced, dollar for dollar, by other income earned by such NEO in accordance with the terms of their employment agreement. The calculations of severance pay in the above table for Mr. Jacobs, Mr. Cooper, Mr. Harik and Mr. Wyshner use the NEO's base salary effective as of December 31, 2020.
(5): In the event of a termination for any reason, our company has the right to extend the period during which each of our NEOs is bound by the non-competition covenant in their employment agreement for up to 12 additional months, which would extend the non-compete period from three years to four years following termination for Mr. Jacobs, Mr. Cooper and Mr. Harik and from two years to three years following termination for Mr. Wyshner, Ms. Glickman and Mr. Rogers. During

⁽¹⁾

Upon a termination of employment for any reason (other than death), whether with or without Cause, within two years after the payment date, a portion of the NEO’s 2015 and 2016 cash bonuses must be reimbursed to the company. This repayment obligation is not reflected in the amounts shown in this table. The repayment obligation does not apply after a Change of Control.

⁽²⁾	~~Amounts shown do not include any payments for accrued and unpaid salary, bonuses or vacation.~~

⁽³⁾	In the event of a termination by our company without Cause, cash severance payable to the NEO will be reduced, dollar for dollar, by other income earned by such NEO. The calculations of severance pay in the above table use the NEO’s base salary effective as of December 31, 2017.


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		©2021 ~~2018~~ XPO Logistics, Inc.

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⁽⁴⁾

~~In the event of a termination for any reason, our company has the right to extend the period during which the applicable NEO is bound by thenon-competition~~ ~~covenant in his employment agreement for up to 12 additional months, which would extend thenon-compete~~ ~~period from two years to three years following termination. During the period thenon-compete~~ is extended, the NEO would be entitled to receive cash compensation equal to his monthly base salary as in effect on the date his employment terminated, reduced dollar for dollar by any other income earned at the time by the NEO. Fully extending the~~non-compete~~ provision would increase the amounts shown as “Cash Severance” by up to $625,000 for Mr. Jacobs, $537,500 for Mr. Cooper, $515,000 for Mr. Hardig, $500,000 for Mr. Malat, and $425,000 for Mr. Harik. This extended~~non-compete~~ ~~provision does not apply after a Change of Control.~~

the period the non-compete is extended, the NEO would be entitled to receive cash compensation equal to his or her monthly base salary as in effect on the date employment is terminated, reduced dollar for dollar by any other income earned at the time by the NEO. Fully extending the non-compete provision would increase the amounts shown as "Cash Severance" by up to $1,000,000 for Mr. Jacobs, $650,000 for Mr. Cooper, $500,000 for Mr. Harik, $635,000 for Mr. Wyshner, $425,000 for Ms. Glickman and $550,000 for Mr. Rogers.

⁽⁵⁾

The values reflected in this column were calculated using $91.59, the closing price of a company share on the NYSE on December 29, 2017, the last trading day of our fiscal year 2017. The amounts shown for PRSUs have been estimated assuming that the applicable performance goals are met at target levels. Although the PRSUs would no longer be subject to a continued service requirement upon the occurrence of a termination by our company without Cause, payment of such award would remain subject to the actual achievement of the applicable performance goals. As of December 31, 2017, none of the NEOs had any unvested RSUs or stock options.

(6): The values reflected in this column were calculated using $119.20, the closing price of a company share on the NYSE on December 31, 2020, the last trading day of our fiscal year 2020. The amounts shown for PRSUs have been estimated assuming that the applicable performance goals are met at target levels. Although the PRSUs would no longer be subject to a continued service requirement upon the occurrence of a termination by our company without Cause, payment of such award would remain subject to the actual achievement of the applicable performance goals. As of December 31, 2020, none of the NEOs had any unvested stock options.
(7): Includes $3,389 of incremental compensation for Ms. Glickman that was earned in connection with the acceleration of her April 2019 RSUs. For additional information related to the incremental compensation see footnote 9 of the Summary Compensation Table.
(8): Amount shown for Ms. Glickman consists of 13,311 PRSUs which remain eligible to vest on August 9, 2021, and 5,951 PRSUs which remain eligible to vest on December 31, 2024 subject to achievement of certain performance criteria (for further details related to the performance criteria see footnote 6 in the Outstanding Equity Awards Table at Fiscal Year-end table). Amount shown for Mr. Rogers consists of 587 PRSUs which remain eligible to vest on December 31, 2024 subject to achievement of certain performance criteria (for further details related to the performance conditions see footnote 7 in the Outstanding Equity Awards Table at Fiscal Year-end table). The amounts shown for Ms. Glickman and Mr. Rogers assume that all performance criteria are actually met or are deemed met pursuant to the terms of the PRSUs.
(9): The amounts shown for 2020 LTI have been estimated assuming that the applicable performance goals are met at target levels. Although the 2020 LTI would no longer be subject to a continued service requirement upon the occurrence of a termination by our company without Cause, payment of such award would remain subject to the actual achievement of the applicable performance goals.
(10): The amounts of continued medical and dental benefits shown in the table (i) have been calculated based upon our current actual costs of providing the benefits through COBRA and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and dental benefits would cease when the NEO commences employment with a new employer.

⁽⁶⁾

The amounts of continued medical and dental benefits shown in the table (i) have been calculated based upon our current actual costs of providing the benefits through COBRA and (ii) have not been discounted for the time value of money. In the event of a termination without Cause, continued medical and dental benefits would cease when the NEO commences employment with a new employer.

~~Each NEO’s~~As of December 31, 2020, each of Mr. Jacobs', Mr. Cooper's, Mr. Harik's and Mr. Wyshner's employment agreement, which is described in detail in this ~~proxy statement~~Proxy Statement under the heading ~~“Employment~~"Employment Agreements with NEOs,”" generally ~~provides~~provided that, in the event of a termination without Cause (as defined below) either prior to a Change of Control (as defined below) or more than two years following a Change of Control, cash severance payments and continued benefits ~~will~~would be made ratably over the~~six-month~~ six month period following the ~~executive’s~~executive's termination (subject to any delays required pursuant to Section 409A of the Code). The employment agreements generally dodid not provide for payments other than accrued benefits if employment is terminated due to death or disability. Generally, in the event of a termination upon or within two years following a Change of Control, cash severance payments ~~will~~would be made in one lump sum (subject to any delays required pursuant to Section 409A of the Code). The equity-based awards granted to our NEOs will generally accelerate vesting in the event of a termination due to disability or death or upon a Change of Control, except that the 2014 and 2015 PRSU award agreements do not specifically address vesting in the event that the termination of employment is due to disability and for purposes of these calculations we have assumed no accelerated vesting. The severance payments set forth in the table are generally subject to and conditioned upon the NEO signing ~~an irrevocable~~and not revoking a waiver and release and continued compliance with certain restrictive covenants.

For more information regarding the payments and benefits to which our NEOs are entitled upon certain termination events or upon a Change of Control, see the discussion in this ~~proxy statement~~Proxy Statement under the heading ~~“Employment~~"Employment Agreements with NEOs.”"

~~CEO Pay Ratio Disclosure~~

CEO PAY RATIO DISCLOSURE

As required by ~~SEC rules,~~Item 402(u) of the SEC's Regulation S K, we are providing the following information about the relationship of the annual total compensation of our CEO to that of our median employee. The pay ratio and annual total compensation amount disclosed in this section are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules.

~~Median Employee Determination~~

Identifying the Median Employee

~~We identified~~Although there was no change to XPO's employee population or compensation arrangements that the company believes would significantly impact the pay ratio disclosure, we reidentified our median employee ~~by calculating~~due to a change in our 2019 median employee's circumstances in 2020. Our 2019 median employee received a salary increase as a result of his promotion to supervisor which the ~~2017 cash~~company believes would result in a significant change to the pay ratio disclosure. As permitted under the SEC executive compensation disclosure rules, we elected to identify a new median employee using our December 31, 2019 analysis used to identify our 2019 median employee. For the 2020 median employee, we chose an adjacent employee whose compensation is substantially similar to the 2019 median employee based on the compensation measures used to select the 2019 median employee as follows:

■: Our original analysis selected December 31, 2019 as the date on which to determine our 2019 median employee, which we continued to utilize for ~~all~~the selection of our 2020 median employee.
■: As of December 31, 2019, we had 96,985 employees globally, including 44,750 US employees and 52,235 non-US employees. In determining the identity of our median employee, we excluded 911 employees from: China (431), Hong Kong (23), Ireland (174), and Singapore (283). After excluding the ~~CEO, who were employed by us on December 31, 2017. This~~countries and employees described above, we determined the identity of our median employee from a population of 96,074 employees (44,750 US employees and 51,324 non-US-employees); this employee group included ~~88,891 employees globally, and included all~~ full-time, part-time and seasonal employees.


				60				©2021 XPO Logistics, Inc.

Table of Contents

■: The ~~calculation included~~median employee was identified by calculating the 2019 cash compensation for the population of 96,074 employees ~~who were active on December 31, 2017 but not employed for all of 2017 and~~excluding the ~~calculation did not annualize their compensation. Although the SEC allows companies to exclude up to 5% of theirnon-U.S.~~ ~~employees, we chose to include all employees globally to ensure that all countries had representation in the calculation. Cash~~CEO. For this purpose, cash compensation included all earnings paid to each employee during the calendar year, including base salary and wages, bonuses, commissions, overtime and holiday or PTO pay. Compensation was converted into ~~U.S.~~US dollars using currency conversion rates as of December 31, ~~2017.~~2019.

~~Annual Compensation of Median Employee Using~~

Annual Compensation of Median Employee using Summary Compensation Table Methodology

After identifying the median employee as described above, we calculated annual total compensation for this employee using the same methodology we use for our CEO in the ~~2017~~2020 Summary Compensation Table. This compensation calculation includes, where applicable, base salary and wages, bonuses, commissions, overtime, holiday or PTO pay, equity awards, 401(k) company match and company-paid life insurance premiums, as applicable. The compensation for our median employee was ~~$36,885~~$34,663 and the compensation for ~~the~~our company's CEO was ~~$1,384,021.~~$21,812,660.

~~2017~~

2020 Pay Ratio

Based on the above information, the ratio of the annual total compensation of our CEO to the median employee is ~~38:~~629:1. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, due to variances in business mix, proportion of seasonal and part-time employees and distribution of employees across geographies. In comparison to peer firms, XPO has a unique business mix with approximately ~~50%~~60% of our employee population working in our supply chain business; in addition, XPO operates globally with approximately ~~50%~~55% of our population located outside of the United States. We seek to attract, incentivize and retain our employees through a combination of competitive base pay, bonus opportunities, 401(k) contributions, the opportunity to participate in our employee stock purchase plan and other benefits.

~~Employment Agreements with NEOs~~

EMPLOYMENT AGREEMENTS WITH MESSRS. JACOBS, COOPER, HARIK, AND WYSHNER

Effective as of ~~February 9, 2016,~~July 31, 2020, we entered into employment agreements with Messrs. Jacobs, Cooper and Harik that replace the 2016 employment agreements between XPO and each ~~of the NEOs (the “2016 Employment Agreements”),~~such NEO, which ~~replace and supersede the prior~~expired by their terms on February 9, 2020. On March 2, 2020, we entered into an employment agreement with Mr. Wyshner. The employment agreements with ~~our NEOs that were originally scheduled~~Messrs. Jacobs, Cooper, Harik and Wyshner are referred to ~~expire on September 2, 2016.~~ in this section as the "NEO Employment Agreements".

Term

The ~~primary purposes of the 2016~~NEO Employment Agreements ~~are to: (i) incentivize the NEOs to be aligned~~ with ~~our corporate goals~~Messrs. Jacobs, Cooper and ~~stockholders’ interests, (ii)~~Harik each provide ~~financial incentives~~ for ~~the NEOs to increase stockholder value and focus~~a four-year term commencing on ~~the integration of recent acquisitions, and (iii) strengthen the linkage between pay and performance in our executive compensation program.~~

~~Term.~~ ~~Each 2016~~July 31, 2020. The NEO Employment Agreement with Mr. Wyshner provides for ~~the NEO’s employment from the effective date of February 9, 2016, until February 9,~~a three-year term commencing on March 2, 2020.

~~Lock-up Restrictions.~~ Pursuant to the 2016 Employment Agreements, any shares of our common stock issued to a NEO upon exercise or vesting of any equity compensation award (whether before, on or after the date of the 2016 Employment Agreement) will be subject to a~~lock-up~~ ~~until the earliest of September 2, 2018, a Change of Control or the NEO’s death. Under the prior employment agreements, such shares were subject tolock-up~~ ~~until September 2, 2016.~~

Severance Payments and Benefits

~~Benefits and Business Expense Reimbursement.~~ Under the 2016 Employment Agreements, each of our NEOs is eligible to participate in our benefit plans and programs that are generally available to other members of our senior executive team and is eligible for reimbursement of all reasonable and necessary business expenses incurred in the performance of duties during the term of the 2016 Employment Agreement.

~~Termination Events.~~The severance payments pursuant to the ~~2016~~NEO Employment Agreements ~~described below~~ are generally subject to and conditioned upon the applicable NEO signing ~~an irrevocable~~and not revoking a waiver and general release and also complying with the restrictive covenants contained in his ~~2016~~NEO Employment ~~Agreement (as described below).~~Agreement.

In the event that ~~any of our NEOs dies during the term of the 2016 Employment Agreement, or if~~ we terminate the ~~NEO’s~~applicable NEO's employment without ~~Cause,~~cause (as defined in the applicable 2020 NEO Employment Agreement), either prior to a ~~Change~~change of ~~Control~~control (as defined in the company's 2016 Omnibus Incentive Compensation Plan) or more than two years following a ~~Change~~change of ~~Control,~~control, such NEO will be entitled ~~to:~~

~~Accrued~~to the following severance payments and ~~unpaid salary, vacation benefits and unreimbursed business expenses;~~

benefits:

~~Solely in the case of a termination by the company without Cause: six (6) months’~~
■
Twelve months' base salary, at the level in effect on the date of termination, which will be paid in equal installments over the 6six months following the date of termination (subject to any delay required by Section 409A of the Code), and which generally will be reduced,dollar-for-dollar, by other earned ~~income, plus any annual bonus that the company has notified the employee in writing that the employee has earned prior to the date of termination, but is unpaid as of the date of termination;~~income; and

~~Solely in the case of a termination by the company without Cause: medical~~

■
Medical and dental coverage for a period of up to six ~~(6)~~ months from the date of ~~termination, or, if earlier, until the NEO secures other employment.~~

termination.
The ~~2016~~NEO Employment Agreements do not provide for accelerated vesting of equity, equity-based or other long term incentive compensation awards other than as set forth in the applicable award agreements. The 2016 Employment Agreements modified the terms of PRSUs granted to the NEOs during 2014 and 2015. Specifically, the 2016 Employment Agreements provide that, notwithstanding the original award agreements for PRSUs granted during 2014 and 2015, in the event an NEO is terminated without Cause, a prorated portion of the PRSU award will vest only if the applicable performance goal is achieved. The original award agreements with respect to PRSUs granted during 2014 and 2015 to the NEOs provided that, upon a termination without Cause prior to April 2, 2018, such PRSUs would vest on a prorated basis without regard to whether the applicable performance goal was satisfied.
~~Definitions of Cause and Good Reason.~~
~~“Cause,” for the purpose of the 2016 Employment Agreements, generally means the NEO’s:~~
~~Gross negligence or willful failure to perform his duties;~~
~~Abuse or dependency on alcohol or drugs that adversely affects the NEO’s performance of duties;~~
~~Commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of our company;~~
~~Breach of any term of the NEO’s 2016 Employment Agreement or any agreement governing any equity-based awards or breach of his fiduciary duties;~~
~~Any willful act, or failure to act, in bad faith to the detriment of our company;~~
~~Willful failure to cooperate in good faith with a governmental or internal investigation if such cooperation is requested;~~
44 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~Failure to follow our company’s code of conduct or ethics policies; and~~

~~Conviction of, or plea of nolo contendere to, a felony or any serious crime;~~

~~provided that, in cases where cure is possible, the NEO has a cure period of 15 days before he or she can be terminated for Cause.~~

~~The 2016 Employment Agreements allow a NEO to terminate employment for Good Reason only upon or during thetwo-year~~ ~~period following a Change of Control. “Good Reason,” for purposes of the 2016 Employment Agreements, generally means, without first obtaining the NEO’s written consent:~~

~~Our material breach of the terms of the NEO’s 2016 Employment Agreement or a reduction in base salary or target bonus;~~

~~Our material diminishment of the NEO’s title, duties, authorities, reporting relationships, responsibilities or position;~~

~~Our requirement that the NEO be based in a location that is more than 50 miles from his initial work location immediately prior to the Change of Control; or~~

With regard to Mr. Jacobs, our requirement that he no longer reports directly to the Board; and with regard to each of Messrs. Cooper, Hardig, Malat, and Harik, our requirement that he reports to someone other than the Chief Executive Officer.

~~In each case, the NEO’s Good Reason right is subject to our company’s30-day~~ ~~cure period.~~

~~Change of Control.~~In the event that, upon or within two years following a ~~Change~~change of ~~Control, Messrs. Jacobs’, Cooper’s, Hardig’s, Malat’s, or Harik’s~~control, the applicable NEO's employment is terminated by our company without ~~Cause~~cause or such NEO resigns for ~~Good Reason,~~good reason (as defined in the applicable NEO Employment Agreement), he will ~~receive:~~

~~Accrued~~receive the following severance payments and ~~unpaid salary, vacation benefits and unreimbursed business expenses;~~

benefits:

■: Alump-sum cash payment equal to two (or 2.99, in the case of the Mr. Jacobs) times the sum of his annual base salary and target annual bonus, in each case at the level in effect on the date of termination (subject to any delay required by Section 409A of the Code);

■
A prorated target bonus for the year of termination; and

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■
Medical and dental coverage for a period of 24 months from the date of termination.
In the event that any amounts payable to the applicable NEO in connection with a ~~Change~~change of ~~Control~~control constitute ~~“parachute payments”~~"parachute payments" within the meaning of Section 280G of the Code, then any such amounts will be reduced to avoid triggering the excise tax imposed by Section 4999 of the Code, if itsuch reduction would be more favorable to the NEO on a netafter-tax basis. ~~The~~No NEO is ~~not~~ entitled to agross-up payment for excise taxes imposed by Section 4999 of the Code on ~~“excess~~"excess parachute payments,”" as defined in Section 280G of the Code.
~~Clawbacks.~~
Clawbacks
Under the ~~2016~~NEO Employment Agreements, ~~each of our NEOs~~the applicable NEO is subject to ~~equity~~certain long-term incentive compensation forfeiture and ~~annual bonus~~ clawback provisions in the event of: (1) a breach of the restrictive covenants, (2) termination of his employment by our company for ~~Cause,~~cause, or (3) his engagement in fraud or willful misconduct that contributes materially to any financial restatement or material loss to our company or its affiliates. If any such event occurs, we generally may terminate or cancel any awards granted to such NEO by our company (whether vested or unvested), and require him to forfeit or remit to our company any amount payable (or the net~~after-tax~~ ~~amount paid or received by such NEO) in respect of any such awards.~~
Furthermore, under the ~~2016~~NEO Employment Agreements, the applicable NEO is subject to certain annual bonus forfeiture and clawback provisions in the event that anthe applicable NEO engages in fraud or other willful misconduct that contributes materially to any financial restatement or material loss to our company, our company may generally require such NEO to repay any annual bonus (net of any taxes paid by him) previously paid to him, cancel any earned but unpaid annual bonus or adjust any future compensation such that he will only retain the amount that would have been payable to him after giving effect to the financial restatement or material loss. company.
In addition, in the event that the applicable NEO breaches any restrictive covenant, such NEO will be required, upon written notice from us, to forfeit or repay to our company his severance payments.
In certain circumstances, the ~~breach or fraudulent conduct~~triggering event must have occurred within a certain period in order for us to be able to cause the forfeiture or clawback the equity-based awards, annual bonus or severance payments. ~~In addition, the~~
Each NEO shall also be subject to any other clawback or recoupment policy of the company as may be in effect from time to time or any clawback or recoupment as may be required by applicable law.
~~Restrictive Covenants.~~
Restrictive Covenants
Under the ~~2016~~NEO Employment Agreements, ~~each of our NEOs~~the applicable NEO is generally subject to the following restrictive covenants: employee and customernon-solicitation during ~~his~~employment and for a period of two years thereafter (in the case of Messrs. Jacobs, Cooper and Harik) or three years thereafter (in the case of Mr. Wyshner); confidentiality and non-disparagement during employment and thereafter; and non-competition during employment and for a period of three years ~~thereafter; confidentiality~~thereafter (in the case of Messrs. Jacobs, Cooper and~~non-disparagement~~ ~~during his employment and thereafter; andnon-competition~~ ~~during his employment and for a period of~~ Harik) or two years ~~following his termination for any reason.~~thereafter (in the case of Mr. Wyshner). In addition, we have the option to extend thenon-competition period for up to an additional year following a termination for any reason, provided that we continue to pay the ~~NEO’s~~applicable NEO's base salary as in effect on the date of termination during the extendednon-competition period.
45 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~Equity~~

EMPLOYMENT AGREEMENT WITH MS. GLICKMAN

Ms. Glickman and the company entered into an employment agreement effective June 5, 2019 with terms and conditions substantially similar to those described above for Mr. Wyshner, except that Ms. Glickman's employment agreement provided for a severance payment of six months' base salary upon termination of employment without cause (other than during the two years following a change of control). In connection with her termination of employment with the company on April 13, 2020, Ms. Glickman received cash severance equal to 12 months' base salary (consistent with the level of severance payment provided for in the NEO Employment Agreements), the medical and dental benefit continuation provided for her in her employment agreement, and certain equity award vesting. For further details related to the equity award vesting see footnote 9 in the Summary Compensation ~~Plan Information~~Table.

EMPLOYMENT AGREEMENT WITH MR. ROGERS

Mr. Rogers and the company entered into an employment agreement in February 2020, which was subsequently amended in April 2020. The amended agreement includes terms and conditions substantially similar to those described above for Mr. Wyshner, except that Mr. Rogers's amended agreement provided for a severance payment of nine months' base salary upon termination of employment without cause and employee and customer nonsolicitation provisions that apply during employment and for two years thereafter. In connection with his termination of employment with the company on March 11, 2020, Mr. Rogers received the severance payments and benefits due under his amended employment agreement upon a termination of employment without cause, and certain equity award vesting. For further details related to the equity award vesting see footnote 10 in the Summary Compensation Table.

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EQUITY COMPENSATION PLAN INFORMATION
The following table gives information as of December 31, ~~2017,~~2020, with respect to the ~~company’s~~company's compensation plans under which equity securities are authorized for issuance.

Plan Category

Number of Securities to be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
(a)

Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights⁽¹⁾
(b)

Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))
(c)

Equity compensation plans
approved by security holders

3,681,354⁽²⁾                      $13.15                         4,460,289⁽³⁾

Equity compensation plans not
approved by security holders

50,000⁽⁴⁾                    $14.09                         0

Total

3,731,354                     $13.21                         4,460,289

  Plan Category
Number of Securities to be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
(a) Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights(1)
(b) Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))
(c)

Equity compensation plans approved by security holders
3,515,128 ⁽²⁾ $21.01 3,558,921 ⁽³⁾
Equity compensation plans not approved by security holders
— — —
Total
3,515,128 $21.01 3,558,921
(1)
The weighted average exercise price is based solely on the outstanding options.

(2)
Includes 42,755 stock options outstanding under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan. Also includes an aggregate of 3,381,599 RSUs and PRSUs granted under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan and 90,774 RSUs granted under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan.

(3)
Includes 1,782,110 securities available for issuance under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan and 1,776,811 securities available for issuance under the XPO Logistics, Inc. Employee Stock Purchase Plan.

⁽¹⁾

~~The weighted average exercise price is based solely on the outstanding options.~~

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⁽²⁾ Includes 735,355 stock options outstanding under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan, 41,937 stock options outstanding under the Segmentz, Inc. 2001 Stock Option Plan, and 24,281 stock options outstanding under the~~Con-way~~ Inc. 2006 Equity and Incentive Plan. Also includes an aggregate of 935,807 RSUs and PRSUs granted under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan, 1,790,623 RSUs and PRSUs granted under the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan and 153,351 RSUs and PRSUs granted under the~~Con-way~~ ~~Inc. 2012 Equity and Incentive Plan.~~
⁽³⁾ Includes 2,460,289 securities available for issuance under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan and 2,000,000 securities available for issuance under the XPO Logistics, Inc. Employee Stock Purchase Plan.
⁽⁴⁾ ~~These securities were granted to our Chief Financial Officer in February 2012 outside the security holder-approved plan as employee inducement grants. These securities represent 50,000 stock options.~~
AUDIT-RELATED MATTERS 46 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and~~greater-than-ten-percent~~ stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to us, or written representations from our directors and executive officers, we believe that during 2017, our executive officers, directors and greater than~~ten-percent~~ ~~beneficial owners complied with all applicable Section 16(a) filing requirements.~~


						47						©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
						47						©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~AUDIT-RELATED MATTERS~~

~~Report of the Audit Committee~~

AUDIT COMMITTEE REPORT

The following statement made by our Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such statement by reference.

The Audit Committee ~~(“we”~~("we" in this ~~Report of the~~ Audit ~~Committee)~~Committee Report) currently consists of Mr. Shaffer ~~(Chair)~~(chairman), Ms. Ashe, Mr. ~~Kingshott~~Jesselson and Dr. Papastavrou.

The Board of Directors has determined that each current member of the Audit Committee has the requisite independence and other qualifications for audit committee membership under SEC rules, the listing standards of NYSE, our Audit Committee ~~Charter,~~charter, and the independence standards set forth in the XPO Logistics, Inc. Corporate Governance Guidelines. The Board of Directors has also determined that Mr. Shaffer and Dr. Papastavrou each qualify as an ~~“audit~~"audit committee financial ~~expert”~~expert" as defined under Item 407(d)(5) of RegulationS-K ~~under~~ of the Exchange Act. As described more fully ~~described~~ below, in carrying out its responsibilities, the Audit Committee relies on management and ~~XPO’s~~XPO's independent registered public accounting firm (the ~~“outside auditors”~~"outside auditors"). The Audit Committee members are not professionally engaged in the practice of accounting or auditing. The Audit Committee operates under a written charter that is reviewed annually and is available atwww.xpo.com.

In accordance with our charter, the Audit Committee assists the Board of Directors in fulfilling its responsibilities in a number of areas. These responsibilities include, among others, oversight of: (i) ~~XPO’s~~XPO's accounting and financial reporting processes, including ~~XPO’s~~the company's systems of internal controls over financial reporting and disclosure controls, (ii) the integrity of ~~XPO’s~~XPO's financial statements, (iii) ~~XPO’s~~XPO's compliance with legal and regulatory requirements, (iv) the qualifications and independence of ~~XPO’s~~XPO's outside auditors, and (v) the performance of ~~XPO’s~~XPO's outside auditors and internal audit function. Management is responsible for ~~XPO’s~~XPO's financial statements and the financial reporting process, including the system of internal ~~control~~controls over financial reporting. We are solely responsible for selecting and reviewing the performance of ~~XPO’s~~XPO's outside auditors and, if we deem appropriate in our sole discretion, terminating and replacing the outside auditors. We also are responsible for reviewing and approving the terms of the annual engagement of ~~XPO’s~~XPO's outside auditors, including the scope of audit andnon-audit services to be provided by the outside auditors and the fees to be paid for such services, and discussing with the outside auditors any relationships or services that may impact the objectivity and independence of the outside auditors.

In fulfilling our oversight role, we met and held discussions, both together and separately, with the ~~company’s~~company's management and our outside auditor KPMG. Management advised us that the ~~company’s~~company's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and we reviewed and discussed the consolidated financial statements and key accounting and reporting issues with management and KPMG, both together and separately, in advance of the public release of operating results and filing of annual and quarterly reports with the SEC. We discussed with KPMG the matters required to be discussed ~~pursuant to~~by the applicable requirements of the Public Company Accounting Oversight Board Auditing ~~Standard No. 1301, Communications with Audit Committees,~~("PCAOB") and the Commission, and reviewed a letter from KPMG disclosing such matters.

KPMG also provided us with the written disclosures and letter required by applicable requirements of the ~~Public Company Accounting Oversight Board~~PCAOB regarding the outside ~~auditors’~~auditors' communications with the Audit Committee concerning independence, and we discussed with KPMG matters relating to their independence and considered whether their provision of certainnon-audit services is compatible with maintaining their independence. KPMG has confirmed its independence, and we determined that ~~KPMG’s~~KPMG's provision ofnon-audit services to XPO is compatible with maintaining its independence. We also reviewed a report by KPMG describing the ~~firm’s~~firm's internal quality-control procedures and any material issues raised in the most recent internal quality-control review or external peer review or inspection performed by the ~~Public Company Accounting Oversight Board.~~PCAOB.

Based on our review of XPO's audited consolidated financial statements with management and KPMG, ~~of XPO’s audited consolidated financial statements~~ and ~~KPMG’s~~KPMG's report on such financial statements, and based on the discussions and written disclosures described above, and our business judgment, we recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be included in ~~XPO’s~~XPO's Annual Report on Form10-K for the year ended December 31, ~~2017,~~2020, for filing with the SEC.

~~Audit Committee:~~

AUDIT COMMITTEE:

Oren Shaffer (chairman)

~~Oren G. Shaffer (Committee Chair)~~Gena Ashe

~~Adrian P. Kingshott~~Michael Jesselson

Jason D. Papastavrou

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~~Policy RegardingPre-Approval~~ ~~of Services Provided by the Outside Auditors~~
POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY THE OUTSIDE AUDITORS
The Audit ~~Committee’s~~Committee's charter requires review andpre-approval by the Audit Committee of all audit services provided by our outside auditors and, subject to thede minimis exception under applicable SEC rules, all permissiblenon-audit services provided by our outside auditors. The Audit Committee has delegated to its ~~chair~~chairman the authority to approve, within guidelines and limits established by the Audit Committee, specific services to be provided by our outside auditors and the fees to be paid. Any such approval must be reported to the Audit Committee at the next scheduled meeting. As required by Section 10A of the Exchange Act, the Audit Committeepre-approved all audit andnon-audit services provided by our outside auditors during ~~2017~~2020 and ~~2016,~~2019, and the fees paid for such services.
~~Services Provided by the Outside Auditors~~
SERVICES PROVIDED BY THE OUTSIDE AUDITORS
As described above, the Audit Committee is responsible for the appointment, compensation, oversight, evaluation and termination of our outside auditors. Accordingly, the Audit Committee retained KPMG to serve as our independent registered public accounting firm for fiscal year ~~2017~~2021 on April ~~12, 2017.~~8, 2021.
The following table shows the fees for audit and other services provided by KPMG for fiscal years ~~2017~~2020 and ~~2016.~~2019.

Fee Category 2020 2019

Audit Fees   $5,849,335 $5,315,000
Audit-Related Fees     8,664,528      753,500
Tax Fees —      265,322
All Other Fees — —
Total Fees $14,513,863 $6,333,822

Fee Category

2017
2016

Audit Fees

$6,400,000

$7,300,000

Audit-Related Fees

300,000

400,000

Tax Fees

1,700,000

200,000

All Other Fees

–

–
Total Fees

$8,400,000

$7,900,000

Audit Fees.  This category includes fees for professional services rendered by KPMG for ~~2017~~2020 and ~~2016~~2019, for the audits of our financial statements included in our Annual Report on Form10-K, and reviews of the financial statements included in our Quarterly Reports on Form10-Q.
Audit-Related Fees.  The ~~2016~~2019 fees include ~~financial due diligence services provided by KPMG in connection with dispositions during 2016. The 2017 fees include~~comfort letters, accounting consultation related to new accounting ~~standards.~~standards, and other audit related services. The 2020 fees include transaction-related carve-out audit and other work, comfort letters and other audit related services.
Tax Fees.  This category includes fees billed for professional services rendered by KPMG in connection with tax consultation and tax compliance services in ~~2017 and 2016, respectively.~~2019.
All Other Fees.  This category represents fees for all other services or products provided ~~that are~~and not covered by the categories above. There were no such fees for ~~2017~~2020 and ~~2016.~~2019.

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PROPOSALS TO BE PRESENTED
49 AT THE ANNUAL MEETING ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING~~
~~Proposal 1: Election of Directors~~
Proposal 1: Election of Directors
Our Board of Directors has nominated for election at the ~~annual meeting~~Annual Meeting each of the following persons to serve until the ~~2019 annual meeting~~2022 Annual Meeting of ~~stockholders~~Stockholders or until their successors are duly elected and qualified:
~~Bradley S.~~Brad Jacobs

Gena L. Ashe

Marlene Colucci
AnnaMaria DeSalva
Michael Jesselson
Adrian Kingshott
Jason Papastavrou
Oren Shaffer
~~Michael G. Jesselson~~
~~Adrian P. Kingshott~~
~~Jason D. Papastavrou~~
~~Oren G. Shaffer~~
~~Except for Ms. DeSalva, all~~All of the nominees for ~~directors~~director listed above were elected by our stockholders at our ~~2017 annual meeting~~2020 Annual Meeting of stockholders. Bradley Jacobs, our Chairman and Chief Executive Officer, identified Ms. DeSalva as a director nominee and presented such nomination to the Nominating and Corporate Governance Committee as a highly qualified candidate who brings relevant experience and diverse perspectives to the Board.Stockholders. Information about the nominees is set forth above under the heading ~~“Board~~"Board of Directors and Corporate Governance—Directors.”"
In the event that any of these nominees is unable or declines to serve as a director at the time of the ~~annual meeting,~~2021 Annual Meeting, the proxies voting for his or her election will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. As of the date of this ~~proxy statement,~~Proxy Statement, we are not aware that any of the nominees is unable or will decline to serve as a director if elected.
~~Required Vote~~
REQUIRED VOTE
The election of each of the ~~seven (7)~~eight (8) director nominees named in this ~~proxy statement~~Proxy Statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted ~~“for”~~"for" a nominee must exceed the number of shares voted ~~“against”~~"against" such nominee) by holders of shares of our common stock (including those shares that would be issued if all of our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date). If any incumbent director standing for election receives a greater number of votes ~~“against”~~"against" his or her election than votes ~~“for”~~"for" his or her election, our bylaws require that such person must promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors.
~~Recommendation~~
RECOMMENDATION
Our Board of Directors recommends a vote ~~“FOR”~~"FOR" the election of each of the nominees listed above to our Board of Directors.





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~~Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2018~~
Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2021
The Audit Committee of our Board of Directors has appointed KPMG LLP ("KPMG") to serve as our independent registered public accounting firm for the year ending December 31, ~~2018.~~2021. KPMG has served in this capacity since 2011.
We are asking our stockholders to ratify the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, ~~2018.~~2021. Although ratification is not required by our bylaws or otherwise, our Board of Directors is submitting the appointment of KPMG to our stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the appointment of KPMG, the Audit Committee will consider whether it is appropriate and advisable to appoint a different independent registered public accounting firm. Even if our stockholders ratify the appointment of KPMG, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time if it determines that such a change would be in the best interests of our company and our stockholders.
Representatives of KPMG are expected to be present at the annual meeting and will have an opportunity to make a statement and to respond to appropriate questions.
~~Required Vote~~
REQUIRED VOTE
Ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, ~~2018~~2021 requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted ~~“for”~~"for" such proposal must exceed the number of shares voted ~~“against”~~"against" such proposal) by holders of shares of our common stock (including those shares that would be issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum is present.
~~Recommendation~~
RECOMMENDATION
Our Board of Directors recommends a vote ~~“FOR”~~"FOR" the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year ~~2018.~~2021.





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~~Proposal 3: Advisory Vote to Approve Executive Compensation~~
Proposal 3: Advisory Vote to Approve Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, and Section 14A of the Securities Exchange Act of 1934, require that we provide our stockholders with the opportunity to vote to approve, on anon-binding advisory basis, the compensation of our NEOs as disclosed in this ~~proxy statement~~Proxy Statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we are asking our stockholders to approve the following advisory resolution:
“"RESOLVED, that the stockholders of XPO Logistics, Inc. (the ~~“Company”~~"company") hereby approve, on an advisory basis, the compensation of the ~~Company’s~~company's named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement for the ~~Company’s 2018~~company's 2021 Annual Meeting of Stockholders.”"
We encourage stockholders to review the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosures included in this ~~proxy statement.~~Proxy Statement. As described in detail under the heading ~~“Executive~~"Executive Compensation—Compensation Discussion and Analysis,”" we believe that our compensation programs appropriately reward executive performance and align the interests of our NEOs and key employees with the long-term interests of our stockholders, while also enabling us to attract and retain talented executives.
This resolution, commonly referred to as a~~“say-on-pay”~~ "say-on-pay" resolution, is~~non-binding~~ not binding on our Board of Directors. Althoughnon-binding, our Board of Directors and the Compensation Committee will ~~review and~~ consider the voting results when making future decisions regarding our executive compensation program.
At the ~~2012 annual meeting~~2018 Annual Meeting of ~~stockholders,~~Stockholders, our stockholders voted to approve an annual holding of the advisory vote on executive compensation. ~~Pursuant to the SEC rules, public companies are required to hold a“say-on-frequency”~~ ~~vote every six years to give stockholders the opportunity to determine whether a“say-on-pay”~~ ~~vote to approve executive compensation should be held every year, every two years or every three years. The company is holding the“say-on-frequency”~~ ~~vote this year. Accordingly, based on the results of thenon-binding,~~ ~~advisory“say-on-frequency”~~ ~~vote, the Board of Directors will determine when we will hold future,non-binding,~~ ~~advisory votes on executive compensation.~~ This frequency will continue until the next requirednon-binding, advisory vote is held on the frequency of advisory votes on executive ~~compensation.~~compensation in 2024, as per the SEC rules.
~~Required Vote~~
REQUIRED VOTE
Approval of this advisory resolution, commonly referred to as a~~“say-on-pay”~~ "say-on-pay" resolution, requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted ~~“for”~~"for" such proposal must exceed the number of shares voted ~~“against”~~"against" such proposal) by holders of shares of our common stock (including those shares that would be issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date) at the annual meeting at which a quorum is present.
RECOMMENDATION
Our Board of Directors recommends a vote "FOR" approval of the advisory resolution to approve executive compensation set forth above.

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Proposal 4: Stockholder Proposal Regarding Additional Disclosure of the Company's Political Activities
We have been notified that the Service Employees International Union Pension Plans Master Trust, 1800 Massachusetts Ave NW, Suite 301, Washington, D.C. 20036, expects to introduce and support the following proposal at the 2021 Annual Meeting. This stockholder proponent has provided certification indicating that, as of December 16, 2020, it was the beneficial owner of 2,915 shares of the company's common stock, with an approximate value of $360,260, and that it intends to maintain such ownership through the date of the Annual Meeting. We are not responsible for the content of the stockholder proposal and the stockholder proponent's supporting statement, which are set forth below as they were submitted to us.
PROPOSAL
WHEREAS, we believe full disclosure of XPO's direct and indirect lobbying activities and expenditures is required to assess whether XPO's lobbying is consistent with its expressed goals and in stockholder interests.
RESOLVED: The stockholders of XPO request the preparation of a report, updated annually, disclosing:
1.
Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2.
Payments by XPO used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3.
XPO's membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4.
Description of management's and the Board's decision-making process and oversight for making payments described in section 2 and 3 above.
For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which XPO is a member.
Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee and posted on XPO's website.
SUPPORTING STATEMENT:
XPO spent $360,000 on federal lobbying in 2019. This does not include state lobbying, where XPO also lobbies but disclosure is uneven or absent. The need for transparency has been heightened by scrutiny of former XPO CEO Louis DeJoy's role as Postmaster General.¹
XPO belongs to the Business Roundtable (BRT), which spent $43,150,000 on federal lobbying for 2018 and 2019, and also the Road Haulage Association (RHA) in the United Kingdom. XPO does not disclose its memberships in, or payments to, trade associations and social welfare organizations, or the amounts used for lobbying, including grassroots. Grassroots lobbying does not get reported at the federal level under the Lobbying Disclosure Act, and disclosure is uneven or absent in states.
We are concerned XPO's payments to third party groups may be used for undisclosed grassroots lobbying. For example, XPO belongs to the American Legislative Exchange Council, which supports ending government regulation over private contracting.²
We believe XPO's lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, CEO Jacobs signed the BRT's Statement on the Purpose of a Corporation, committing to invest in its employees with fair wages and important benefits, yet XPO has been accused of a business model "based on exploitation, illegal underpayments, and a callous approach to safety" for workers.³
And, XPO is committed to environmental sustainability, yet the RHA has reportedly lobbied to undermine clean air goals in the UK.⁴
We believe the reputational damage stemming from these misalignments harms long-term value creation, and we urge XPO to expand its lobbying disclosure.
1
https://www.nytimes.com/article/general-louis-dejoy-postmaster.html

2
https://www.exposedbycmd.org/2020/12/03/alec-holds-virtual-states-and-national-policy-summit/.

3
https://www.jacobinmag.com/2020/10/xpo-logistics-worker-report-delivering-injustice.

4
https://www.desmog.co.uk/2020/10/05/revealed-lobby-groups-backed-big-brands-fighting-against-air-pollution.

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STATEMENT IN OPPOSITION BY OUR BOARD OF DIRECTORS
The XPO Board of Directors Unanimously Recommends a Vote Against Stockholder Proposal No. 4
The Board of Directors recommends a vote AGAINST this proposal for the reasons outlined below. XPO regularly reviews its disclosures relating to political activity and lobbying expenditures and believes these disclosures are appropriate and adequate. The additional detailed disclosures contemplated by this proposal represent an unnecessary expenditure of resources and would, in the opinion of the Board, not provide a corresponding benefit to stockholders. The company notes that contrary to the assertions in the supporting statement, Louis DeJoy never served as CEO of XPO and our CEO Jacobs did not sign the BRT's Statement on the Purpose of a Corporation.
XPO's Participation in the Public Policy Making Process is Limited
XPO is fully committed to providing transparency to stockholders on matters material to the company. XPO does not participate in direct political activities and its very minimal government affairs activities are limited to supporting initiatives that are relevant to the company's business almost exclusively through participation in relevant trade associations. The company does not have a political action committee and does not make corporate contributions to groups organized under section 501(c)(4) or section 527 of the Internal Revenue Code.
XPO does participate, on a limited basis, in organizations that represent the industries of which we are a part, as well as organizations that represent broader interests that are relevant to our business where we believe it is beneficial to stockholders. Our participation is oriented toward the ways in which such organizations can help promote and protect long-term stockholder value, and the company regularly evaluates the effectiveness of these organizations toward that goal. These organizations provide important insight into industry concerns and policy issues critical to our industry, our company, our customers and our communities. These organizations may also represent other interests not relevant to XPO, and the organizations and other members may take positions with which XPO, or individual stockholders, do not agree. Our participation in these organizations is evaluated appropriately with these considerations in mind..
XPO Maintains a Rigorous Oversight Process of Advocacy Efforts
XPO's advocacy efforts are managed by our vice president, corporate affairs, who reviews relevant legislative and regulatory initiatives with members of senior management. At least annually, XPO conducts a review of any trade association participation. Any material or significant issues that arise from these reviews are shared with the Board of Directors, which oversees lobbying expenditures as part of its oversight role of risks associated with the company's broader stakeholder engagement efforts.
XPO Complies with Reporting Requirements
XPO is subject to extensive federal, state and local lobbying registration and public disclosure requirements, with which the company fully complies. XPO's service partners file required federal Lobbying Disclosure Act reports with Congress, and these reports are publicly available at http://disclosures.house.gov. These reports provide XPO's total federal lobbying expenditures, the issue that is the topic of the stockholder proposal, disclosure of XPO individuals who act as lobbyists on behalf of the company and identification of the legislative body or executive branch agency that was contacted.
The Board believes that the company currently provides stockholders with adequate transparency and visibility into the company's political activities, and the Board does not believe that additional detailed disclosures would be beneficial to stockholders.
For these reasons, the Board of Directors unanimously urges stockholders to vote AGAINST Proposal No. 4.
REQUIRED VOTE
Approval of a requirement that the company issue an annual report disclosing the company's political activities and related expenditures requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted "for" such proposal must exceed the number of shares voted "against" such proposal) by holders of shares of our common stock (including those shares that would be issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date) at the Annual Meeting at which a quorum is present.
RECOMMENDATION
Our Board of Directors recommends a vote "AGAINST" this stockholder proposal.

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Proposal 5: Stockholder Proposal Regarding the Requirement that the Chairman of the Board be an Independent Director
We have been notified that the International Brotherhood of Teamsters, 25 Louisiana Avenue, NW, Washington, D.C. 20001, expects to introduce and support the following proposal at the 2021 Annual Meeting. This stockholder proponent has provided certification indicating that, as of December 18, 2020, it was the beneficial owner of 160 shares of the company's common stock, with an approximate value of $14,000, and that it intends to maintain such ownership through the date of the Annual Meeting. We are not responsible for the content of the stockholder proposal and the stockholder proponent's supporting statement, which are set forth below as they were submitted to us.
PROPOSAL
RESOLVED: That shareholders of XPO Logistics, Inc. ("the Company"), urge the Board of Directors (the "Board") to take the steps necessary to adopt a policy, with amendments to governing documents as needed, so that, to the extent feasible, the Chairman of the Board shall be an independent director who has not previously served as an executive officer of the Company. The policy should be implemented so as not to violate any contractual obligations and should specify the process for selecting a new independent chairman if the chairman ceases to be independent between annual meetings of shareholders or if no independent director is available and willing to serve as chairman.
SUPPORTING STATEMENT: XPO's CEO currently serves as Board Chairman. In our view, the chairman should be an independent director, who has not previously served as an executive, in order to provide robust oversight and accountability of management, and to facilitate effective deliberation of corporate strategy, which we believe, is difficult to accomplish when the CEO serves as chairman. Even with robust responsibilities, we believe the position of a lead independent director is inadequate to this task because ultimate responsibility for board leadership remains with the chairman/CEO. We also do not believe the recent creation of a vice-chair role remedies the situation, with the position confusing rather than enhancing the board leadership structure.
In our opinion, these considerations are especially critical at XPO given concerns over the company's governance, culture and human capital management practices.
We note that at three of the past four annual shareholder meetings, "Say-on-Pay" has received less that seventy percent support from the votes cast. Incredibly, despite approximately thirty three percent of shares being against Say-on-Pay last year, XPO, nevertheless, went ahead and granted, in July, an award worth up to $80 million to the CEO.
XPO also continues to face considerable political and media scrutiny over allegations of pregnancy discrimination, sexual harassment and hazardous working conditions in its operation, following a New York Times investigation, in 2018, into a spate of miscarriages at an XPO facility in Memphis, TN. Similar concerns, we note, are raised by XPO's response to the COVID-19 pandemic. Workers, for instance, at an XPO facility in the United Kingdom were "terrified" to go back to work after 64 workers contracted Covid-19 and the company refused to quarantine the facility (https://www/bbc/com/news/uk-england-wiltshire-53610084).
Finally, the fairness and economic sustainability of XPO's use of independent contractors raise serious risks for investors. XPO faces numerous lawsuits and government enforcement actions alleging driver misclassification, wage theft, and the violation of labor law protections. XPO has already paid millions to drivers for similar past cases, including $16.5 million in June 2019. Critically, in its 10-K, XPO concedes that misclassification claims or changes to state law governing worker classification could have "material adverse" effect on the company's financial condition.
We urge fellow shareholders to vote FOR this proposal.
STATEMENT IN OPPOSITION BY OUR BOARD OF DIRECTORS
The XPO Board of Directors Unanimously Recommends a Vote Against the Stockholder Proposal No. 5
XPO Has a Robust Governance Structure that Ensures Independent Oversight of Management
XPO has a robust corporate governance structure that enables the Board to strike the right balance between decisive leadership, effective decision-making and rigorous independent oversight of management. The current composition of our Board is highly independent. Currently seven out of XPO's eight directors are independent, three of whom have been added to the Board since 2016. Furthermore, the Board's committees and the committee chairs are comprised solely of independent directors. The charter of each committee requires that all members be independent, with the sole exception of the Acquisition Committee. However, the current members of the Acquisition Committee are also all independent.
To complement the roles of the committees and the committee chairs in providing effective independent oversight, the Board has established two leadership positions for independent directors—the lead independent director and the vice chairman.
The authorities and duties of the lead independent director include, among others: (i) presiding at executive sessions of outside directors and at meetings of the Board where the chairman is not present; (ii) coordinating with the chairman with respect to meeting agendas and approving final meeting agendas; (iii) coordinating with the chairman as to appropriate Board

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meeting schedules to ensure sufficient time for discussion of all agenda items; (iv) coordinating with the chairman on the materials sent to the Board and approving final meeting materials; (v) calling and chairing sessions of the independent directors; (vi) ensuring availability for direct stockholder communication as appropriate, if requested by major stockholders; and (vii) serving as a liaison between the chairman and the non-management directors.
Michael Jesselson, an independent director who has an exemplary record as a director of XPO and who has substantial public company board experience, has served as our lead independent director since 2016. The Board believes that the position of lead independent director has served as an effective balance to the dual role served by Brad Jacobs.
In early 2019, the Board established an independent vice chairman position as part of its ongoing commitment to strong corporate governance. The position of vice chairman is defined as an independent director with authorities and duties that include, among others: (i) presiding at meetings of the Board where the chairman and the lead independent director are not present; (ii) assisting the chairman, when appropriate, in carrying out his or her duties; (iii) assisting the lead independent director, when appropriate, in carrying out his or her duties; and (iv) such other duties, responsibilities and assistance as the Board or the chairman may determine.
AnnaMaria DeSalva, an independent director who has a wealth of experience with public policy development, has served as vice chairman of the Board since February 2019. In this role, Ms. DeSalva provides support on key governance matters to the chairman, the lead independent director and the rest of the Board and also serves as the primary independent director to engage with our stockholders.
To encourage open discussion without management's influence, XPO's Corporate Governance Guidelines (available on the Company's corporate website at www.xpo.com under the Investors tab) require that non-management directors meet one or more times annually without the presence of management. To further facilitate independent oversight, the Corporate Governance Guidelines provide for Board members' unfettered access to senior XPO officers and outside advisors, and also require directors to "exercise appropriate diligence in making decisions and in overseeing management of the Company . . . based on the best interests of the Company and its stockholders and without regard to any personal interest."
As a result of these strong governance practices, the independent oversight of management and of issues of fundamental importance to the company is already delegated to the Board's independent directors, including two independent directors who are part of the Board's mandated leadership structure.
XPO's Existing Governance Structure Strikes the Right Balance Between Ensuring Independent Oversight of Management and Preserving the Board's Imperative Flexibility
As the company's Board of Directors has repeatedly demonstrated over the years, the Board takes matters of corporate governance very seriously and believes that an appropriate balance exists between Mr. Jacobs' effective leadership and the robust corporate governance practices currently in effect. The Board understands the importance of determining the appropriate leadership structure for the company and reviews the company's existing board structure on an annual basis. The proposal, which requires that the chairman be an independent director who has not previously served as an executive officer of the company, would unduly restrict the Board from determining the best structure at a particular time and, thus, would not be in the best interests of the company and its stockholders. The Board's opinion on this matter is the product of its regular evaluations of Board policies, management performance, and its careful consideration of the proposal at hand.
Mr. Jacobs' Continued Service in these Roles has the Support of our Stockholders
Over the past several years, XPO has met with stockholders representing a significant portion of our outstanding shares to discuss a range of topics, including our board composition and leadership structure. Through these conversations, we have heard consistent feedback that stockholders are comfortable with our current board leadership structure and in support of Mr. Jacobs' continued service as both chairman and CEO. We have also discussed and made responsive changes to our disclosure around the roles and responsibilities of our independent leadership on the Board.
Mr. Jacobs' Combined Role of Chairman and CEO is in the Best Interests of XPO's Stockholders
The Board believes that the short-term and long-term interests of the company's stockholders are best served by Brad Jacobs continuing to serve as both Board chairman and chief executive officer. Mr. Jacobs has a long track record of creating significant value for stockholders. Since Mr. Jacobs joined XPO as chairman and CEO in 2011, XPO's annual revenue has grown from less than $200 million to more than $16 billion and XPO's stock has been the seventh best-performing stock of the prior decade among the Fortune 500, based on Bloomberg market data ending December 31, 2019. Under Mr. Jacobs' leadership, the company has won numerous accolades, including being named one of the "World's Most Admired Companies" by Fortune magazine and one of "America's Best Employers" by Forbes magazine. On December 2, 2020, Mr. Jacobs underscored his commitment to maximizing shareholder value when XPO announced that the Board authorized a spinoff of XPO's logistics segment into an independent, publicly-traded company. The planned spinoff demonstrates Mr. Jacobs' ability to focus on creating value for stockholders and also remain intensely committed to the satisfaction of our customers and employees. The Board believes that Mr. Jacobs' leadership in both his Board and executive roles has been critical to the success of XPO's business and culture, and that separating the roles would be deleterious in both the near-term and the long-term and would unduly risk the speed and quality of the company's decision-making process.

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Therefore, the Board believes that this proposal is both unnecessary and contrary to the best interests of XPO's stockholders, particularly because it would deprive the Board of the flexibility to exercise its business judgment in selecting the most qualified and appropriate individuals to lead the Board.
For these reasons, the Board of Directors unanimously urges stockholders to vote AGAINST Proposal No. 5.
REQUIRED VOTE
Approval of a stockholder proposal regarding the requirement that the chairman of the board be an independent director requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted "for" such proposal must exceed the number of shares voted "against" such proposal) by holders of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred Stock had converted into shares of our common stock as of the Record Date) at the ~~annual meeting~~Annual Meeting at which a quorum is present.
~~Recommendation~~
RECOMMENDATION
Our Board of Directors recommends a vote ~~“FOR” approval of the advisory resolution to approve executive compensation set forth above.~~"AGAINST" this stockholder proposal.





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~~Proposal 4: Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation~~
~~The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act provide that stockholders must be given the opportunity to vote, on anon-binding,~~ advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our NEOs as disclosed in accordance with the SEC’s compensation disclosure rules, which we refer to as an advisory vote to approve executive compensation. By voting with respect to this Proposal 4, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two or three years. Stockholders may, if they wish, abstain from casting a vote on Proposal 4. At the 2012 annual meeting of stockholders, our stockholders voted to approve an annual holding of the advisory vote on executive compensation. Pursuant to the SEC rules, public companies are required to hold a~~“say-on-frequency”~~ ~~vote every six years to give stockholders the opportunity to determine whether a“say-on-pay”~~ ~~vote to approve executive compensation should be held every year, every two years, or every three years. The company is holding the‘”say-on-frequency”~~ ~~vote this year; therefore, the next“say-on-frequency”~~ ~~vote will take place at the 2024 annual meeting.~~
After careful consideration, our Board has determined that holding an advisory vote to approve executive compensation every year is the most appropriate policy for our company at this time, and recommends that stockholders vote that future advisory votes to approve executive compensation should occur every year. While our company’s executive compensation programs are designed to promote a long-term connection between pay and performance, our Board recognizes that executive compensation disclosures are made annually and that holding an annual advisory vote to approve executive compensation will provide us with more direct and immediate feedback on our compensation disclosures. However, stockholders should note that because the advisory vote to approve executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.
~~Required Vote~~
Pursuant to this advisory vote on the frequency of future advisory votes to approve executive compensation, stockholders will be able to specify one of four choices for this proposal on the proxy card or voting instruction: one year, two years, three years or abstain. Stockholders are not voting to approve or disapprove the recommendation of our Board. The voting frequency option that receives the highest number of votes cast by stockholders at the annual meeting or any adjournment or postponement of the annual meeting will be the frequency for the advisory vote to approve executive compensation that has been selected by stockholders. However, the vote is not binding on our Board and the Compensation Committee. Although~~non-binding,~~ our Board and the Compensation Committee will carefully review the voting results. Notwithstanding our Board’s recommendation and the outcome of the stockholder vote, our Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
~~Recommendation~~
~~Our Board unanimously recommends a vote for the option of every “ONE YEAR” as the preferred frequency for future advisory votes to approve executive compensation.~~
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©Proposal 6: Stockholder Proposal Regarding Acceleration of Executive Equity Awards in the Case of a Change in Control~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Proposal 5: Stockholder Proposal Regarding an Annual Sustainability Report~~
We have been notified that ~~a stockholder proponent~~the CtW Investment Group, 1900 L Street NW, Suite 900, Washington, D.C. 20036 expects to introduce and support the following proposal at the annual meeting. This stockholder proponent has provided certification indicating that, as of December 11, 2017, it was the beneficial owner of 160 shares of the company’s common stock, or approximately 0.0001%, and that it intends to maintain such ownership through the date of the annual meeting. Information regarding the stockholder proponent’s identity will be made available to requesting stockholders following oral or written request.
~~Proposal~~
~~RESOLVED:~~Shareholders request XPO Logistics, Inc. (“XPO”), issue an annual sustainability report describing the Company’s responses to Environmental, Social and Governance (“ESG”) related issues affecting the Company. The report should be prepared at reasonable cost, omitting proprietary information, and be available to shareholders by December 2018.
It should address relevant policies, practices, and metrics on topic, such as human capital management and greenhouse gas emissions, and provide objective quantitative indicators and goals relating to each issue, where feasible.
We recommend using the Global Reporting Initiative’s Sustainability Reporting Guidelines to prepare the report. The Guidelines cover environmental impacts, human rights and labor practices and provide a flexible reporting system that allows omission of content irrelevant to company operations.
~~SUPPORTING STATEMENT:~~~~A global, third-party logistics company providing transportation and logistics services, XPO’s ESG exposure involves a complex set of processes and relationships, including:~~
~~Meeting the ESG expectations of its clients, which market major consumer brands; many of whom are increasingly concerned with the social and environmental performance of their supply chains.~~
Monitoring the ESG performance of its supply chain partners, which provide many of the trucking and freight services XPO offers, including approximately 11,000 trucks contracted via independent owner operators and more than 1 million brokered trucks.
Managing the ESG performance of its own operations, which include, as of November 2017; 16,000 tractors, 39,000 trailers, 91,000 employees, and 767 contract logistics facilities, and operations in 32 countries.
~~In its Sustainability Yearbook 2017, RobecoSAM highlights climate change, human capital and occupational health and safety as among the sustainability issues facing transportation companies.~~
According to the 2016 Third-Party Logistics Study by C. John Langley, Jr., Ph.D., and Capgemini Consulting, the sector faces unprecedented labor shortages, bringing challenges and opportunities to human capital management. How companies handle human capital management issues, including media and regulatory attention on the classification of independent owner-operators, will help determine competitiveness in the industry, as the Sustainable Accounting Standards Board concluded in its 2014 Air Freight & Logistics Industry Brief. (~~http://www.sasb.org/wp-content/uploads/2014/09/TR0202_~~ ~~AirFreightLogistics_Industry_Brief.pdf~~).
XPO’s human capital management practices in the port drayage industry are of particular importance to shareholders following a year-long investigation by USA Today into the treatment of independent contractors – including those contracted by XPO – in the ports of Los Angeles and Long Beach. The report, which prompted four U.S. Senators to write to leading U.S. retailers about their knowledge of labor violations in the port trucking industry, called conditions in the sector “modern day indentured serv[itude].” (See~~https://www.usatoday.com/pages/interactives/news/rigged-forced-into-debt-work-past-exhaustion-left-with-nothing/~~.)
~~XPO’s sustainability practices are particularly important to shareholders in light of its rapid expansion. FromFY-end~~ ~~2013 toFY-end~~ ~~2016, XPO spent over $6.5 billion on acquisitions and witnessed a twenty-fold increase in revenue.~~
Although XPO’s website provides some information related to ESG, reporting falls short of a comprehensive sustainability report. Competitors, such as Deutsche Post/DHL and UPS, provide disclosure of strategies, goals and performance around human capital and climate change initiatives.
54 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Statement in Opposition by our Board of Directors~~
XPO is committed to operating in a sustainable way with regard to the environment, human capital management and governance. This stockholder proposal is virtually identical to the one proffered last year by the same proponent. At that time, our response was that the preparation of a comprehensive sustainability report was unnecessary in light of the Company’s demonstrable track record on Environmental, Social and Governance (“ESG”) matters.
As we stated last year, we recognize the value in providing public disclosure regarding the Company’s sustainability focus. We also recognize the importance of meaningful benchmarks and goals that reflect actual~~ESG-related~~ achievements resulting from our business practices. We further stated last year that creating a sustainability report at that time would be a “premature, expensive and time-consuming exercise…especially in light of our continued focus on these topics and the information already available….” We did, however, create a special section on our corporate website dedicated to sustainability matters, the intention of which is to provide transparency about our efforts to continually improve the Company’s practices related to ESG matters.
Because of the Company’s multi-year effort to enhance its reporting on ESG matters, we believe now that the Company is ready to begin the process required to create a comprehensive sustainability report (“ESG Report”). However, we recommend that stockholders vote “AGAINST” this proposal. If affirmed, it would: 1) prevent the Company from completing due diligence to determine the most appropriate reporting framework; 2) require the Company to rush the reporting timeline; 3) place unnecessary financial and operational burdens on the Company; and 4) compromise the thoroughness of the end result.
• The proposal, if affirmed, would require the company to create its ESG Report using the reporting framework mandated within the Global Reporting Initiative’s (“GRI”) Sustainability Reporting Guidelines. We agree with the proponent’s assertion that the GRI Guidelines take a comprehensive approach to evaluating “environmental impacts, human rights and labor practices.” However, we are not able to conclude, as the proponent has, that GRI provides a “flexible reporting system that allows omission of content irrelevant to company operations,” since the Company is still evaluating the merits of several reporting frameworks, including those issued by the Sustainability Accounting Standards Board. After a thorough evaluation by XPO management, the Company may ultimately determine that GRI indeed provides the best reporting framework; however, XPO must be able to complete a proper evaluation of the reporting frameworks available to it across all credible providers.~~We therefore recommend a vote “AGAINST” this stockholder proposal so that XPO is able to determine the most appropriate framework for its ESG Report~~.
• ~~The proposal would require that XPO’s ESG Report be published and available to stockholders by December 2018.~~This deadline represents an unreasonable burden and, we believe, is not possible to meet without significant expense. Following last year’s annual meeting, XPO management initiated internal planning processes and external discussions with organizations that provide evaluation services designed for ESG reporting. In addition, XPO management met with several stockholders to discuss their interest in receiving additional ESG reporting and the manner and form in which they would most like to see this information. At present, XPO management is finalizing its internal decision-making to ultimately select the most appropriate manner and form in which to commence its ESG reporting on a global basis. Any diligent work plan following from a final decision will take many months, if not over a year, to implement. A December 2018 deadline would prove onerous on the Company; would result in added and unnecessary costs to stockholders; and would cause the~~end-product~~ ~~ESG report to be of significantly lower quality.~~~~We therefore recommend a vote “AGAINST” this stockholder proposal so that XPO is able to determine a reasonable timeline for publishing its ESG Report.~~
~~Recommendation~~
~~Our Board of Directors recommends a vote “AGAINST” this stockholder proposal.~~
55 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
~~Proposal 6: Stockholder Proposal Regarding the Company’s Executive Compensation Clawback Policy~~
~~We have been notified that the Service Employees International Union Pension Plans Master Trust, 1800 Massachusetts Ave.,~~
~~NW Washington DC 20036 expects to introduce and support the following proposal at the~~2021 Annual Meeting. This stockholder proponent has provided certification indicating that, as of December ~~15, 2017,~~18, 2020, it was the beneficial owner of ~~3,765 shares~~at least $2,000 worth of the ~~company’s~~company's common stock, ~~or approximately $301,576.50,~~ and that it intends to hold at least ~~160~~the minimum number of shares of the ~~company’s~~company's common stock required by the SEC through the date of the ~~annual meeting.~~Annual Meeting. We are not responsible for the content of the stockholder proposal and the stockholder proponent's supporting statement, which are set forth below as they were submitted to us.
~~Proposal~~
PROPOSAL
RESOLVED:~~Shareholders~~The shareholders ask the Board of Directors of XPO Logistics, Inc. ~~(the “Company”) urge~~to adopt a policy that in the ~~Board~~event of ~~Directors’~~a change in control (as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive officer, provided, however, that the Board's Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial, pro rata basis up to ~~amend~~ the ~~company’s clawback policy,~~time of the senior executive officer's termination, with such qualifications for an award as ~~applied to senior executives, to add that~~ the Committee ~~will review and determine whether~~may determine.
For purposes of this Policy, "equity award" means an award granted under an equity incentive plan as defined in Item 402 of the SEC's Regulation S-K, which addresses elements of executive compensation to ~~seek recoupment of incentive compensation paid, granted or awarded~~be disclosed to a senior executive if, in the Committee’s judgment, certain conduct resulted in a violation of law or Company policy and caused financial or reputation harm to the Company, and if a senior executive either engaged in the conduct or failed in his or her responsibility to manage or monitor the conduct or risks, with the Company to disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment in these situations.
~~“Recoupment” includes both recovery of compensation already paid and forfeiture, recapture, reduction or cancellation of amounts awarded or granted over which the Company retains control.~~shareholders. This ~~policy should operate prospectively and~~resolution shall be implemented so as not to ~~violate~~affect any ~~contract,~~contractual rights in existence on the date this proposal is adopted, and it shall apply only to equity awards made under equity incentive plans or plan amendments that shareholders approve after the date of the 2021 annual meeting.
SUPPORTING STATEMENT: XPO Logistics ("Company") allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change of control of the Company. We do not question that some form of severance payments may be appropriate in that situation. We are concerned, however, that current practices at the Company may permit windfall awards that have nothing to do with an executive's performance.
According to last year's proxy statement, a change in control could have accelerated the vesting of approximately $120 million worth of long-term equity to the Company's five senior executives, with Chairman and Chief Executive Officer Bradley Jacobs entitled to over $74 million.
We are unpersuaded by the argument that executives somehow "deserve" to receive unvested awards. To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a "pay for performance" philosophy worthy of the name. Additionally, we note that shareholders have repeatedly expressed their concern regarding excessive executive compensation ~~plan, law~~at the Company, with over 30 percent opposition to the Say-on-Pay proposal over several years (2020, 2019, and 2017).
We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards on a pro rata basis as of his or ~~regulation.~~her termination date, with the details of any pro rata award to be determined by the Compensation Committee.
According to Institutional Shareholder Services, 38% of Russell 3000 companies prohibited equity acceleration of performance-based shares upon a change of control in 2018.
We urge you to vote FOR this proposal.
STATEMENT IN OPPOSITION BY OUR BOARD OF DIRECTORS
The XPO Board of Directors Unanimously Recommends a Vote Against Stockholder Proposal No. 6
~~SUPPORTING STATEMENT:~~The Current Structure of Equity Awards Aligns the Interests of our Senior Executives and Stockholders, Encourages Stability During a Potential Change in Control, and Rewards Executives for their Performance
As we describe in detail in the section of this Proxy Statement titled "Executive Compensation—Compensation Discussion and Analysis," our compensation program for senior executives is premised on our pay-for-performance culture and our commitment to align executive compensation with long-term ~~shareholders, we~~stockholder value. We believe that our Compensation Committee, which is composed entirely of independent directors, is best positioned to design and implement executive compensation ~~policies should promote sustainable value creation. We agree~~arrangements that are appropriate for our company and our stockholders, including with ~~former GE general counsel Ben Heineman Jr. that recoupment policies are “a powerful mechanism for holding senior leadership accountable~~respect to ~~the fundamental mission of the corporation: proper risk taking balanced with proper risk management and the robust fusion of high performance with high integrity.”(http//:blogs.law. harvard.edu/corpgov/2010/08/13/making-sense-out-of-clawbacks/)~~
The Company’s current clawback policy allows recoupment of certain incentive pay from a corporate officer if he or she engaged in fraud or other willful misconduct that contributes materially to any significant financial restatements or material loss to the Company or any of its affiliates.
~~In our view, a recoupment policy that is limited to accounting and financial reporting noncompliance or an undefined “material loss” is too narrow.~~
We view recoupment as an important remedy for other kinds of conduct that may not lead to a restatement, but may nonetheless harm the Company’s reputation and prospects, as well as its shareholders. We also believe a clawback policy should apply without regard to “materiality,” an element of the current policy.
The reason for a strong policy is illustrated by the political and reputational risks XPO incurred when it found itself in a political and media firestorm based on allegations of sweatshop-like conditions at a warehouse that XPO operated in the United Kingdom for ASOS, a fashion retailer. (See~~http://www.bbc.com/news/business-37483334). XPO’s human capital management practices in the port drayage industry have also come into sharp relief for investors following a year-long investigation by USA Today into~~ the treatment of ~~independent contractors – including those contracted by XPO –~~equity awards in connection with a change in control.
The Proponent attempts to preemptively bind the ~~ports of Los Angeles and Long Beach. (https://www.usatoday.com/pages/interactives/news/rigged-forced-into-debt-worked-part-exhaustion-left-with-nothing/~~). The report, which prompted four U.S. Senators to write to leading U.S. retailers about their knowledge of labor violations in the port trucking industry, called conditions in the sector “modern day indentured serv[itude].”
~~Statement in Opposition by Our Board of Directors~~
XPO’s Board of Directors regularly evaluates the Company’s compensation policies and programs, including its clawback policies, to align the short- and long-term interests of our stockholders and to respond to changing market practices and legal and regulatory requirements. We believe our current compensation structure strikes an appropriate balance in motivating senior executives to deliver long-term results for our stockholders, while simultaneously holding our senior leadership team accountable and discouraging unreasonable risk-taking. Accordingly, XPO’s Board of Directors recommends that stockholders vote~~AGAINST~~ ~~this stockholder proposal for the reasons outlined below.~~
~~Our clawback policies are already sufficiently robust and promote long-term, sustainable value creation for our stockholders.~~ XPO’s “clawback” policies go beyond only reaching situations where our financials are restated. We have a policy in place that, as a general matter, allows all cash and stock-based awards granted under our 2016 Omnibus Incentive Compensation ~~Plan (the “Omnibus Plan”) to be subject to recoupment both~~Committee with respect to covered financial restatement situations (e.g., “if the Company’s financial statements are required to be restated due to noncompliance with any financial reporting requirement under the Federal securities laws”) as well as other situations as “otherwise determined” bya singular element of our executive compensation program. The proposal would prohibit the Compensation Committee from providing for accelerated vesting of ~~XPO’s Board of Directors (the “Compensation Committee”). To provide more specificity around potential triggers for pursuing recoupment, currently, all~~unvested equity ~~incentive compensation~~ awards ~~granted under the Omnibus Plan to our Named Executive Officers (“NEOs”) and other policy-making~~held by senior executive officers ~~contain provisions specifically designed~~upon the occurrence of a change in control and permit only pro rata vesting of equity awards up to ~~require recoupment~~the time of a senior executive officer's termination of employment following a change in control. In the ~~event that~~context of a potential change in control, any perceived lack of protection of the ~~NEO or other officer has engaged in “fraud or other willful misconduct that contributes~~value of unvested equity awards can





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~~materially~~create conflicts of interest and distractions because of uncertainty that may arise for executives, such as loss of job security. Accelerated equity award vesting can eliminate potential disincentives for executives to ~~any significant financial restatements or material loss to the company or any of its affiliates.” These awards also require recoupment~~forego pursuing a change in the event the officer’s employment is terminated with cause or if the officer breaches his or her noncompetition or other restrictive covenants during the periods in which such covenants apply. Where fraud or willful misconduct is present, reputational harm to the Companycontrol transaction that would potentially be a basis for recoupment too if such actions contributed to loss experienced by the Company and the materiality standards are met. As noted above, a restatement of our financial statements is not required in all cases in order for clawbacks to be initiated.
~~Additionally, in order to further align~~benefit stockholders. In particular, accelerated vesting aligns the interests of stockholders and executives by allowing key decision makers to remain objective and focused on maximizing stockholder value up to and following a potential change in control. The Compensation Committee should be able to exercise its business judgment to determine whether, and under what circumstances, the accelerated vesting of equity awards is in the best interest of the company and our ~~senior executives with those~~stockholders.
Adopting the Proposal Would Limit the Company's Ability to Attract and Retain Talented Executives
As indicated in the Proponent's Supporting Statement, pro rata vesting is not market practice—in fact, approximately 86% of ~~our stockholders,~~companies in the Russell 3000 in 2019 did not prohibit accelerated vesting of performance-based equity awards upon a change in control according to Institutional Shareholder Services. Therefore, limiting the business judgment of the Compensation Committee ~~made a significant portion of certain executives’ 2016 cash incentive awards subject to repayment if~~and adopting the ~~executive’s employment with us terminates for any reason within two years immediately following the payment.~~
XPO’s Board of Directors believes that the combination of all of the foregoing recoupment provisions imposes the appropriate level of cautionary scrutiny, while still maintaining a competitive compensation structure that allows the Company to recruit, incentivize and retain our top talent and encourages our executives to take reasonable risks that maximize stockholder value.
~~The proposed clawback policy is overly prescriptive and would inhibit our ability to attract and retain talented executive officers.~~ We believe that the absence of any “materiality” threshold analysis would require our Compensation Committee to apply an undefined, ambiguous and arbitrary clawback policy every time a senior executive is alleged to have possibly violated a Company policy, however minor, or possibly failing to monitor a risk, regardless of the materiality of the financial harm. Such terms and conditions also wouldProponent's one-size-fits-all approach could place us at a competitive disadvantage in ~~comparison~~attracting and retaining senior executives, particularly if a change in control transaction is pending or contemplated.
Further, accelerated vesting of equity awards is an effective way for us to retain our leadership team up to and following a change in control transaction. Retaining senior executives while a change in control transaction is pending can be particularly important to the company's continued success because the loss of such executives could jeopardize a pending transaction or adversely affect the company's business prospects or operations if the transaction is not completed. Adopting the proposal could create a significant disadvantage in retaining key executives, which could result in executive turnover that would be detrimental to the company and our stockholders.
The Company's Demonstrated Commitment to Pay-For-Performance Refutes the Allegations Made in the Proposal
Although we believe many of the assertions in the Proponent's Supporting Statement are irrelevant to the proposal itself, we want to specifically add context to several misleading statements related to our ~~peer companies, whose publicly disclosed policies do not subject~~commitment to our pay-for-performance philosophy. The Proponent suggests that accelerated vesting of equity awards is premised on our belief that executives ~~or their compensation~~are denied the opportunity to ~~such expansive recoupment~~earn those shares in the event of a change in control transaction. However, it is for the reasons articulated above and ~~disclosure policies. We believe~~in the ~~adoption~~Compensation Discussion & Analysis section of our proxy statement that our Board believes that the current structure of the ~~proposed clawback policy would therefore inhibit~~company's executive compensation awards is appropriate and effective. Moreover, the Proponent fails to acknowledge our ~~ability~~continued commitment to our pay-for-performance philosophy. For example, the company's executive compensation program consists of fixed base salaries and variable incentive compensation in the form of annual cash incentives and equity grants that emphasize pay for performance. In addition, the total reward package for each named executive officer reflects an assessment of individual responsibilities, contributions to corporate performance, the company's trend on total stockholder return, and the company's overall success in achieving its strategic goals. Further, all of the outstanding equity awards granted to Mr. Jacobs, Mr. Cooper and Mr. Harik are performance-based, demonstrating our company's strong commitment to aligning executive compensation with long-term stockholder value.
As evidence of this commitment, in 2020, the Compensation Committee reviewed the pay-for-performance alignment of XPO's compensation program on a realizable basis, using a four-year period to align with XPO's performance periods. This analysis demonstrated that pay has been extremely well-aligned with performance. From 2016-2019, XPO's realizable pay was at the 82nd percentile versus peers, while TSR performance was at the 91st percentile.
Accordingly, our Board believes that the current structure of our executive compensation program, including the provisions related to accelerated vesting of equity awards, appropriately reflects our pay-for-performance philosophy, aligning the interests of our executives with those of our stockholders and allowing us to attract and retain talented ~~executive officers, which would be directly detrimental to our long-term business objectives and therefore, ultimately, our stockholders.~~executives.
The proposed disclosure policy extends beyond what is required under existing and pending legal requirements, is vague in application and could have the result of causing the Company to violate applicable laws. The proposal requires the Company to “disclose to shareholders the circumstances of any recoupment or decision not to pursue recoupment.” We believe this proposal would have the practical effect of requiring the Company to make public any deliberations by the Company, and information used in such deliberations, regarding any decision relating to a potential clawback situation. Such a broad disclosure requirement could result in the violation of privacy or other laws or otherwise require disclosure of confidential information. The proposal also fails to provide any clear guidelines as to proposed timing, detail or method of disclosure.
The SEC has set forth clear guidelines regarding required disclosure in our annual proxy statement as to when, and how much, compensation has been recouped from a listed company’s CEO, CFO or other NEO. When the Company has a legal obligation to disclose any such information, the Company will use its best efforts to meet such obligations. Moreover, when necessary to understanding our compensation policies and compensation decisions regarding our NEOs, we must further disclose in our annual proxy statement theFor these reasons, ~~for recoupment and how we determined~~ the ~~amount to be recovered.~~
~~Our~~ Board of Directors ~~takes decisions~~unanimously urges stockholders to vote AGAINST Proposal No. 6.
REQUIRED VOTE
Approval of a stockholder proposal regarding ~~public disclosure very seriously, including taking~~acceleration of executive equity awards in the case of a change in control requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted "for" such proposal must exceed the number of shares voted "against" such proposal) by holders of shares of our common stock (including those that would be issued if all our outstanding Series A Preferred Stock had converted into ~~account applicable legal requirements and its duties relating to~~shares of our common stock as of the ~~accuracy of disclosure and protection of confidential information, and so believes this disclosure proposal would cause harm to~~Record Date) at the ~~Company and its shareholders due to its overly broad and vague nature.~~Annual Meeting at which a quorum is present.
~~Recommendation~~
RECOMMENDATION
Our Board of Directors recommends a vote ~~“AGAINST”~~"AGAINST" this stockholder proposal.





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~~Other Matters~~
OTHER MATTERS
We do not expect that any matter other than the foregoing proposals will be brought before the ~~2018 annual meeting.~~2021 Annual Meeting. If, however, such a matter is properly presented at the ~~annual meeting~~Annual Meeting or any adjournment or postponement of the ~~annual meeting,~~Annual Meeting, the persons appointed as proxies will vote as recommended by our Board of Directors or, if no recommendation is given, in accordance with their judgment.

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~~Availability~~
Table of ~~Annual Report and Proxy Statement~~Contents
ADDITIONAL INFORMATION

AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT
If you would like to receive a copy of our ~~2017~~2020 Annual Report or this ~~proxy statement,~~Proxy Statement, please contact us at: Investor Relations, XPO Logistics, Inc., Five American Lane, Greenwich, ~~Connecticut~~CT 06831 or by telephone at ~~(855)976-6951,~~1-855-976-6951, and we will send a copy to you without charge.
~~A Note about Our Website~~
A NOTE ABOUT OUR WEBSITE
Although we include references to our website, (www.xpo.com), throughout this ~~proxy statement,~~Proxy Statement, information that is included on our website is not incorporated by reference into, and is not a part of, this ~~proxy statement.~~Proxy Statement. Our website address is included as an inactive textual reference only.
We use our website as one means of disclosing materialnon-public information and for complying with our disclosure obligations under the ~~SEC’s~~SEC's Regulation FD. Such disclosures typically will be included within the Investor Relations section of our website. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

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ANNEX A—
RECONCILIATION OF NON-GAAP MEASURES 58 ©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~

~~ANNEX A-RECONCILIATION OF NON-GAAP MEASURES~~

Consolidated Net Income to Adjusted EBITDA ex. Truckload Twelve Months Ended December 31,
(in millions)

2017

2016

Net income attributable to common shareholders

$312.4

$63.1

Distributed and undistributed net income

27.8

5.9

Noncontrolling interests

20.0

15.5

Net income

360.2

84.5

Loss on conversion of convertible senior notes

0.5

0.2

Loss on debt extinguishment

36.0

69.7

Other interest expense

283.8

360.9

Income tax (benefit) provision

(99.5)

22.3

Depreciation & amortization expense

658.4

643.4

Unrealized loss (gain) on foreign currency option and forward contracts

49.4

(36.0)

EBITDA

$1,288.8

$1,145.0

Transaction & integration costs

59.9

73.1

Rebranding costs

18.4

30.1

Adjusted EBITDA

$1,367.1

$1,248.2

Adjusted EBITDA divested NA Truckload business

–

80.1

Adjusted EBITDA ex. Truckload

$1,367.1

$1,168.1

~~Note: Adjusted EBITDA was prepared assuming 100% ownership of XPO Logistics Europe.~~
~~Consolidated GAAP Net Income and Net Income Per Share to~~
~~Adjusted Net Income and Adjusted Net Income Per Share~~

(in millions, except per share data) Twelve Months Ended December 31,

2017

2016

GAAP net income attributable to common shareholders

$312.4

$63.1

Loss on conversion of convertible senior notes

0.5

0.2

Loss on debt extinguishment

36.0

69.7

Unrealized loss (gain) on foreign currency option and forward contracts

49.4

(36.0)

Depreciation & amortization from updated purchase price allocation of acquired assets

-

(5.8)

Transaction & integration costs

59.9

73.1

Rebranding costs

18.4

30.1

Income tax associated with the adjustments above

(55.1)

(49.8)

Impact of tax reform act

(173.1)

-

Othertax-related adjustments

(2.3)

(15.7)

Impact of noncontrolling interests on above adjustments

(3.3)

(2.0)

Allocation of undistributed earnings

5.7

(5.4)

Adjusted net income attributable to common shareholders

$248.5

$121.5

Adjusted basic earnings per share

$2.16

$1.10

Adjusted diluted earnings per share

$1.95

$1.00

Weighted-average common shares outstanding

Basic weighted-average common shares outstanding

114.9

110.2

Diluted weighted-average common shares outstanding

127.8

122.8

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©CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
$ in millions
~~ANNEX A-RECONCILIATION OF NON-GAAP MEASURES~~

Three Months Ended
December 31,
Years Ended
December 31,

2020

2019

2020

2019

Net income attributable to common shareholders
$93 $96 $79 $379
Preferred stock conversion charge(1)
22 — 22 —
Distributed and undistributed net income
10 11 9 40
Net income attributable to noncontrolling interests
3 — 7 21

Net income
128 107 117 440

Debt extinguishment loss
— — — 5
Interest expense
85 74 325 292
Income tax provision
33 30 31 129
Depreciation and amortization expense
194 193 766 739
Unrealized (gain) loss on foreign currency option and forward contracts
(1 ) 4 (2 ) 9
Transaction and integration costs
7 3 100 5
Restructuring costs
3 21 56 49

Adjusted EBITDA
$449 $432 $1,393 $1,668

(1)
Relates to the conversion of 69,445 shares of the company's Series A Preferred Stock.
~~Continued from page 59~~

Consolidated Cash Flows Provided by Operating Activities to Free Cash Flow
(in millions) Twelve Months Ended December 31,

2017

2016

Cash flows provided by operating activities

$

798.6

$

625.4

Payment for purchases of property and equipment

(503.8)

(483.4)

Proceeds from sales of assets

79.1

68.9

Free Cash Flow

$

373.9

$

210.9

Consolidated Revenue to Total Organic Revenue
(in millions) Three Months Ended December 31, Twelve Months Ended December 31,
2017 2016 2017 2016

Revenue
$4,193.9 $3,676.6 $15,380.8 $14,619.4

North American Truckload
– (37.9) – (431.9)

Fuel
(414.0) (321.3) (1,441.0) (1,197.8)

Foreign Exchange Rates
(117.3) – (10.0) –

Total Organic Revenue
$3,662.5 $3,317.4 $13,929.8 $12,989.7

Organic Revenue Growth
10.4% 7.2%
~~Transportation Operating Income to Adjusted EBITDA~~
~~(in millions)~~

Twelve Months Ended December 31,
2017 2016

Operating income
$538.8 $438.0

Total depreciation & amortization
439.4 449.1

EBITDA
$978.2 887.1

Transaction & integration costs
33.0 23.1

Rebranding costs
17.2 26.9

Adjusted EBITDA
$1,028.4 $937.1

~~Consolidated Net Debt to Adjusted EBITDA Ratio~~
~~(in millions)~~
CONSOLIDATED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
$ in millions

Six Months Ended
June 30,
Six Months Ended
December 31,

2020

2019

2020

2019

Net income (loss)
($109 ) $197 $226 $243

Debt extinguishment loss
— 5 — —
Interest expense
154 143 171 149
Income tax provision (benefit)
(61 ) 65 92 64
Depreciation and amortization expense
379 360 387 379
Unrealized (gain) loss on foreign currency option and forward contracts
(1 ) 9 (1 ) —
Transaction and integration costs
90 2 10 3
Restructuring costs
53 17 3 32

Adjusted EBITDA
$505 $798 $888 $870

~~December 31, 2017~~

~~Total debt~~

~~$4,521.2~~

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~~Less: Cash and cash equivalents~~

~~(396.9)~~

~~Less: Potential proceeds from forward sale agreements~~
~~(350.0)~~

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CONSOLIDATED RECONCILIATION OF GAAP NET INCOME AND NET INCOME PER SHARE TO ADJUSTED NET INCOME AND ADJUSTED NET INCOME PER SHARE
$ in millions, except per-share data

Three Months Ended
December 31,
Years Ended December 31,

2020 2019 2020 2019
GAAP net income attributable to common shareholders
$93 $96 $79 $379
Preferred stock conversion charge(1)
22 — 22 —
Debt extinguishment loss
— — — 5
Unrealized (gain) loss on foreign currency option and forward contracts
(1 ) 4 (2 ) 9
Impairment of customer relationship intangibles
— — — 6
Transaction and integration costs
7 3 100 5
Restructuring costs
3 21 56 49
Income tax associated with the adjustments above
1 (6 ) (35 ) (18 )
Impact of noncontrolling interests on above adjustments
— (1 ) (1 ) (2 )
Allocation of undistributed earnings
(4 ) (2 ) (14 ) (5 )

Adjusted net income attributable to common shareholders
$121 $115 $205 $428

Adjusted basic earnings per share
$1.32 $1.25 $2.24 $4.46
Adjusted diluted earnings per share
$1.19 $1.12 $2.01 $4.03
Weighted-average common shares outstanding

Basic weighted-average common shares outstanding
92 92 92 96
Diluted weighted-average common shares outstanding
102 103 102 106

(1)
Relates to the conversion of 69,445 shares of the company's Series A Preferred Stock.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW
$ in millions

Years Ended December 31,

2020

2019

Net cash provided by operating activities $885 $791
Cash collected on deferred purchase price receivable — 186

Adjusted net cash provided by operating activities
885 977

Payment for purchases of property and equipment (526 ) (601 )
Proceeds from sale of property and equipment 195 252

Free Cash Flow $554 $628

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW
$ in millions

Six Months Ended
June 30,
Six Months Ended
December 31,

2020

2019

2020

2019

Net cash provided by operating activities
$394 $164 $491 $627
Cash collected on deferred purchase price receivable
— 137 — 49

Adjusted net cash provided by operating activities
394 301 491 676

Payment for purchases of property and equipment
(255 ) (236 ) (271 ) (365 )
Proceeds from sale of property and equipment
77 85 118 167

Free Cash Flow
$216 $150 $338 $478

~~Net Debt~~
~~$3,774.3~~

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~~Adjusted EBITDA~~

~~$1,367.1~~

~~Net Debt to Adjusted EBITDA ratio~~

~~2.76~~

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XPO LOGISTICS NORTH AMERICAN LESS-THAN-TRUCKLOAD RECONCILIATION OF ADJUSTED OPERATING RATIO
$ in millions

Three Months Ended December 31,

2020 2019
Revenue (excluding fuel surcharge revenue) $806 $777
Fuel surcharge revenue 110 128

Revenue 916 905
Salaries, wages and employee benefits 452 436
Purchased transportation 88 92
Fuel and fuel-related taxes 48 59
Other operating expenses 117 101
Depreciation and amortization 55 58
Rents and leases 18 13

Operating income 138 146

Operating ratio 84.9% 83.9%

Restructuring costs (1 ) —
Amortization expense 9 9
Other income 10 5

Adjusted operating income $156 $160

Adjusted operating ratio⁽¹⁾ 83.0% 82.3%

(1)
Excluding the impact of gains on real estate transactions from both periods, the adjusted operating ratio decreased by 130 basis points from 85.8% in the fourth quarter of 2019 to 84.5% in the fourth quarter of 2020.





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~~Non-GAAP Financial Measures~~Table of Contents
~~This document contains certainnon-GAAP~~ ~~financial measures as defined under~~
NON-GAAP FINANCIAL MEASURES
As required by the rules of the ~~SEC, including~~Securities and Exchange Commission ("SEC"), we provide reconciliations of the non-GAAP financial measures contained in this proxy statement to the most directly comparable measure under GAAP, which are set forth in the financial tables above.
XPO's non-GAAP financial measures used in this proxy statement include: adjusted earnings before interest, taxes, depreciation and amortization (“("adjusted ~~EBITDA”~~EBITDA") ~~for the twelve-month periods ended December 31, 2017 and 2016 on a consolidated basis and for our transportation segment~~; free cash ~~flow for the twelve-month periods ended December 31, 2017 and 2016;~~flow; adjusted net income attributable to common shareholders and adjusted earnings per share (basic and diluted) (“("adjusted ~~EPS”~~EPS") on a consolidated basis; and adjusted operating income and adjusted operating ratio for ~~the twelve-month periods ended December 31, 2017 and 2016; total organic revenue for the three and twelve-month periods ended December 31, 2017 and 2016; and net debt as of December 31, 2017.~~our North American less-than-truckload business.
We believe that the above adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, XPO and its business ~~segments’~~segments' core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. ~~In particular, adjusted~~Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.
Adjusted EBITDA, adjusted net income attributable to common shareholders and adjusted EPS include adjustments for ~~acquisition~~transaction and integration costs and ~~related integration, transformation and rebranding initiatives as well as other adjustments that management has determined are not reflective of its business segments’ core operating activities.~~restructuring costs. Transaction and integration adjustments are generally incremental costs that result from an actual or planned acquisition and include transaction ~~costs, restructuring~~ costs, acquisition and integration consulting fees, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. ~~Rebranding adjustments~~Restructuring costs primarily relate ~~primarily~~ to ~~the rebranding of the XPO Logistics name on our truck fleet and buildings. These adjustments are consistent~~severance costs associated with ~~how management views our businesses.~~business optimization initiatives. Management uses thesenon-GAAP financial measures in making financial, operating and planning decisions and evaluating ~~XPO’s~~XPO's and each business ~~segment’s~~segment's ongoing performance.
We believe that free cash flow is an important measure of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value. We believe that adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of ~~normalized~~core operating ~~activities.~~
activities and thereby assist investors with assessing trends in our underlying businesses. We believe that adjusted net income attributable to common shareholders and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities. We believe that ~~total organic revenue is an important measure because it excludes~~adjusted operating income and adjusted operating ratio for our North American less-than-truckload business improve the comparability of our operating results from period to period by (i) removing the impact of ~~the following items: foreign currency exchange rate fluctuations, acquisitions~~certain transaction, integration and ~~divestitures,~~restructuring costs and ~~fuel surcharges. Specifically, our total organic revenue reflects adjustments to (i) exclude revenue from our North American truckload unit, which was sold in October 2016,~~amortization expenses and, (ii) exclude the estimated revenue attributable to fuel, and (iii) apply a constant foreign exchange rate to both periods (based on average rates during the monthly periods). We believe that net debt is an important measure because it account forincluding the impact of ~~cash and cash equivalents as well as the potential proceeds from our forward sale agreements.~~
Other companies may calculate adjusted EBITDA differently, and therefore our measure may not be comparable to similarly titled measures of other companies. Free cash flow, adjusted EBITDA, adjusted netpension income attributable to common shareholders, adjusted EPS, total organic revenue and net debt are not measures of financial performance or liquidity under United States generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as an alternative to revenue, net income, cash flows provided (used) by operating activities, total debt and other measures determined in accordance with GAAP. Items excluded from adjusted EBITDA are significant and necessary components of the operations of our business, and, therefore, adjusted EBITDA should only be used as a supplemental measure of our operating performance.
~~As required by SEC rules, we provide reconciliations of these historical measures to the most directly comparable measure under GAAP, which are set forth~~incurred in the ~~financial tables~~reporting period as set out in the attached ~~to this document.~~ tables.
With respect to our ~~2018~~full year 2021 financial ~~targets of adjusted EBITDA, our 2017-2018 cumulative~~ target for ~~free cash flow and our expected organic revenue growth each of which is anon-GAAP~~ ~~measure,~~adjusted EBITDA, a reconciliation of ~~the~~this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described ~~below~~above that we exclude from ~~the~~this non-GAAP target measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking ~~balance sheet,~~ statement of income and statement of cash ~~flow,~~flows prepared in accordance with GAAP that would be required to produce such a reconciliation.





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~~Electronic Voting Instructions~~
~~Available 24 hours a day, 7 days a week!~~
~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~
~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~
~~Proxies submitted by the Internet or telephone must be received by 1:00 a.m., EDT, on May 17, 2018.~~
~~Vote by Internet~~
~~• Go to~~~~www.envisionreports.com/XPO~~
~~• Or scan the QR code with your smartphone~~
~~• Follow the steps outlined on the secure website~~
~~Vote by telephone~~
~~• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone~~
~~• Follow the instructions provided by the recorded message~~
~~Using a~~~~black ink~~ ~~pen, mark your votes with an~~X ~~as shown in this example. Please do not write outside the designated areas.~~ ☒

MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/XPO or delete QR code and control # scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/XPO Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. qIF ~~YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
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~~The Board recommends a voteFOR~~ ~~all nominees listed below.~~
~~1. Election of Directors:~~
~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~ +
~~01 - Bradley S. Jacobs~~
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~~02 - Gena L. Ashe~~
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~~03 - AnnaMaria DeSalva~~ ☐ ☐ ☐
~~04 - Michael G. Jesselson~~
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~~05 - Adrian P. Kingshott~~
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~~06 - Jason D. Papastavrou~~ ☐ ☐ ☐
~~07 - Oren G. Shaffer~~
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~~The Board recommends a voteFOR~~ ~~proposals 2 and 3, and1 YEAR~~ ~~for proposal 4.~~

   For    Against    Abstain          For    Against    Abstain 1 Year 2 Years 3 Years Abstain

2. Ratification of independent auditors.
   ☐    ☐    ☐
3.

Advisory vote to approve
executive compensation.
   ☐    ☐    ☐ 4. Frequency of advisory vote on executive compensation. ☐ ☐ ☐ ☐
+ The Board of Directors recommends a vote FOR all nominees listed below 1. Election of Directors: 01 - Brad Jacobs For Against Abstain For Against Abstain For Against Abstain 02 - Gena Ashe 03 - Marlene Colucci 04 - AnnaMaria DeSalva 05 - Michael Jesselson 06 - Adrian Kingshott 07 - Jason Papastavrou 08 - Oren Shaffer The Board of Directors recommends a vote FOR proposals 2 and 3. For Against Abstain For Against Abstain 2. Ratification of independent auditors for fiscal year 2021. 3. Advisory vote to approve executive compensation. The Board of Directors recommends a vote AGAINST proposals 4, 5, and 6. For Against Abstain For Against Abstain 4. Stockholder proposal regarding additional disclosure of the company’s political activities. 6. Stockholder proposal regarding acceleration of executive equity awards in the case of a change of control. 5. Stockholder proposal regarding appointment of independent chairman of the board. MMMMMMM 03FXKB C 1234567890 J N T 0 2 7 3 7 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 5 MMMMMMMMM A Proposals 2021 Annual Meeting of Stockholders Proxy Card1234 5678 9012 345
~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~5. Stockholder proposal regarding sustainability reporting.~~
☐ ☐ ☐ ~~6. Stockholder proposal regarding compensation clawback policy.~~ ☐ ☐ ☐
~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~
Please date and sign exactly as your name(s) appear(s) hereon. When signing as Executor, Administrator, Trustee, Guardian or Attorney, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized corporate officer. If a partnership, please sign in partnership name by authorized person. Joint owners should each sign.

~~Date (mm/dd/yyyy) — Please print date below.~~ ~~Signature 1 — Please keep signature within the box.~~ ~~Signature 2 — Please keep signature within the box.~~
      ~~/       /~~
~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.~~
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure your shares are represented at the ~~Meeting~~meeting by promptly returning your proxy in the enclosed envelope.
~~Important Notice Regarding the Availability of Proxy Materials for the~~
~~Annual Meeting of Stockholders to be Held on May 17, 2018~~
~~This Proxy Statement and our Annual Report on Form 10-K for the Year Ended~~
~~December 31, 2017 are available at~~~~www.edocumentview.com/XPO~~.
The 2021 Annual Meeting of Stockholders of XPO Logistics, Inc. will be held on May 11, 2021 at 10:00 a.m. EDT, virtually via the internet at www.meetingcenter.io/260352583. To access the virtual meeting, you must have the control number that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — XPO2021. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 11, 2021: The Proxy Statement and our Annual Report on Form 10-K for the Year Ended on December 31, 2020 are available at www.edocumentview.com/XPO q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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+
~~Proxy — XPO LOGISTICS, INC.~~
+ PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY ~~17, 2018~~
~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF~~11, 2021 This Proxy is solicited on behalf of the Board of Directors of XPO ~~LOGISTICS, INC.~~
Logistics, Inc. The undersigned hereby acknowledges receipt of the XPO Logistics, Inc. Notice of Annual Meeting and Proxy Statement and hereby constitutes and appoints ~~Bradley S.~~Brad Jacobs and Karlis P. Kirsis, and each of them, its true and lawful agents and proxies, with full power of substitution in each, to attend the Annual Meeting of Stockholders of XPO Logistics, Inc. on ~~Thursday,~~Tuesday, May ~~17, 2018,~~11, 2021 held as a virtual meeting via webcast, and any ~~adjournment~~postponement or ~~postponement~~adjournment thereof, and to vote on the matters indicated all ~~the~~ shares of Common Stock, par value $0.001 per share, or Series A Convertible Perpetual Preferred Stock, par value $0.001 per share, that the undersigned would be entitled to vote if personally present.
~~PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.~~
You can access the meeting at www.meetingcenter.io/260352583 with password XPO2021. You will need to enter your control number to access the meeting. The control number is located in the shaded area on the opposite side of this proxy card. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.
~~CONTINUED AND TO BE SIGNED ON REVERSE SIDE~~
PLEASE PROMPTLY COMPLETE, ~~DATE,~~ SIGN AND ~~MAIL~~DATE THIS PROXY ON THE REVERSE SIDE AND MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Change of Address — Please print new address below. Comments — Please print your comments below. + C Non-Voting Items B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. XPO Logistics, Inc. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/XPO

C ~~Non-Voting Items~~
~~Change of Address~~~~— Please print new address below.~~
~~Comments~~~~— Please print your comments below.~~
∎
~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.~~ +

☐
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement


			XPO LOGISTICS, INC.
☒(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)(1)	Title of each class of securities to which transaction applies:
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	3)(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	1)(2)	~~Amount Previously Paid:~~
	2)	Form, Schedule or Registration Statement No.:
	3)(3)	Filing Party:
	4)(4)	Date Filed:

		77
ANNEX A—RECONCILIATION OF NON-GAAP MEASURES		©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~ 78
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 11, 2021:
This Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2020 are available at www.edocumentview.com/XPO.




Tuesday, May 11, 2021 at 10:00 a.m. Eastern Time	Virtual Meeting Site: www.meetingcenter.io/260352583	You can vote if you were a stockholder of record as of the close of business on April 8, 2021


				Board Vote Recommendation		Page Reference ~~(for~~(for more detail)

PROPOSAL 1: Election of Directors To elect ~~seven (7)~~eight (8) members of our Board of Directors for a term to expire at the ~~2019 annual meeting~~2022 Annual Meeting of ~~stockholders~~Stockholders or until their successors are duly elected and ~~qualified~~ qualified.		FOR each Director Nominee	~~9-19,~~ 50		13-27, 66

PROPOSAL 2:Ratification of the Appointment of our Independent Public Accounting Firm To ratify the appointment of KPMG LLP as ~~our~~the company's independent registered public accounting firm for fiscal year ~~2018~~ 2021.		FOR			64-65, 67
	~~FOR~~	~~48-49,~~ 51

PROPOSAL 3:Advisory Vote to Approve Executive Compensation To conduct an advisory vote to approve the executive compensation of ~~our~~the company's named executive officers ~~(“NEOs”~~("NEOs") as disclosed in this ~~proxy statement~~ Proxy Statement.		FOR			68
		~~FOR~~	~~23-45,~~ 52
~~PROPOSAL 4~~:~~Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation~~ ~~To consider an advisory vote on the frequency of future advisory votes to approve executive compensation~~	~~ONE YEAR~~	53

PROPOSAL 5:4: Stockholder Proposal Regarding ~~an Annual Sustainability Report~~ Additional Disclosure of the Company's Political Activities To ~~issue~~adopt a requirement that the company provide an annual ~~sustainability report regarding environmental, social~~disclosure of its political activities and ~~governance-related issues affecting the company~~ related expenditures.		AGAINST	~~54-55~~
~~PROPOSAL 6:~~~~Stockholder Proposal Regarding the Company’s Executive Compensation Clawback Policy~~ ~~To adopt an amendment to the clawback policy to allow the company to recoup compensation under certain conditions~~	~~AGAINST~~69-70	~~56-57~~


By Order of the Board of Directors,

Brad Jacobs Chairman and Chief Executive Officer
Greenwich, Connecticut April 13, 2021


PROXY STATEMENT SUMMARY		1

~~PROXY STATEMENT~~		4

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		4	8

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9	13

~~Introduction—~~An Overview of Our Mission and How Our Board Composition is Aligned with Our Strategy		9	13
Directors	14
9 Summary of Qualifications and Experience of Director Nominees	19
Role of the Board and Board Leadership Structure		14	20
Board Risk Oversight		14	20
Committees of the Board and Committee Membership		15	21
Director Compensation		16	23
Compensation Committee Interlocks and Insider Participation		17	24
Corporate Governance Guidelines and ~~Codes~~Code of Business Ethics		17	24
~~Exclusive Forum Bylaw Amendment~~Director Independence		18	25
Director ~~Independence~~Selection Process		18	25
~~Director Selection Process~~Board Oversight of Human Resource Management		18	26
~~Human Capital Management~~Board Oversight of Sustainability Matters	27
19 Board Oversight of Information Technology and Cybersecurity Risk Management	27
Stockholder Communication with the Board		19	27
Stockholder Proposals for Next ~~Year’s~~Year's Annual Meeting		19	27

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		20	28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		21	29

EXECUTIVE COMPENSATION		23	31

Compensation Discussion and Analysis		23	32
Compensation Committee Report		38	54
Compensation Tables		39	55
Employment Agreements with NEOs		44

~~EQUITY COMPENSATION PLAN INFORMATION~~		46	61

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Equity Compensation Plan Information		47	63

AUDIT-RELATED MATTERS		48	64

~~Report of the~~ Audit Committee Report		48	64
Policy RegardingPre-Approval of Services Provided by the Outside Auditors		49	65
Services Provided by the Outside Auditors		49	65

PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING		50	66

Proposal 1: Election of Directors		50	66
Proposal 2: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year ~~2018~~2021		51	67
Proposal 3: Advisory Vote to Approve Executive Compensation		52	68
Proposal 4: ~~Advisory Vote on Frequency~~Stockholder Proposal Regarding Additional Disclosure of ~~Future Advisory Votes to Approve Executive Compensation~~the Company's Political Activities		53	69
Proposal 5: Stockholder Proposal Regarding the Requirement that the Chairman of the Board be an ~~Annual Sustainability Report~~Independent Director		54	71
Proposal 6: Stockholder Proposal Regarding Acceleration of Executive Equity Awards in the ~~Company’s Executive Compensation Clawback Policy~~		56

~~OTHER MATTERS~~Case of a Change in Control		58	74

~~AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT~~Other Matters		58	76

~~ANNEX A - RECONCILIATION OFNON-GAAP~~ ~~MEASURES~~ADDITIONAL INFORMATION		59



~~AC =~~~~Audit Committee~~
~~CC =~~~~Compensation Committee~~ To adopt a policy that, in the event of a change in control of the company, there shall be no acceleration of vesting of any equity award granted to any senior executive officer.



Board and Committee Independence		~~Six~~Seven of our eight current directors are ~~independent; the~~independent. The Audit Committee, Compensation Committee and Nominating, ~~and~~ Corporate Governance and Sustainability Committee each consist entirely of independent directors.

Independent Board Oversight and Leadership Roles		In 2016, our Board added a robust lead independent director position to its leadership structure to complement the roles of our independent committees and independent committee ~~chairs~~chairmen in providing effective Board oversight. In 2019, our Board added the position of an independent vice chairman to its leadership structure to provide support on key governance matters and shareholder engagement to our chairman, lead independent director and the Board. These independent structures work in conjunction with the dual roles served by our ~~Chairman~~chairman and ~~Chief Executive Officer.~~chief executive officer. The Board believes ~~that the Board and company’s~~its leadership structure, ~~functions~~as well ~~for our~~as the leadership structure of the company, function cohesively and ~~is in~~serve the best interests of our stockholders based on the ~~current~~company's strategy and ownership structure.

~~Board Refreshment~~

Board Refreshment		Our Board is committed to ~~practices~~ensuring that ~~create an effective mix~~its composition includes a range of ~~useful~~ expertise ~~and~~aligned with the company's business, as well as fresh perspectives ~~including~~on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment of ~~the Board~~directors when appropriate. In 2015, the Board initiated a process to seek out highly qualified director candidates who would bring relevant experience to the Board ~~and reflect~~in light of our ~~company’s~~company's growing scale and diversity. This resulted in the addition of three new ~~directors, one in 2015,~~ directors—one in 2016, one in 2017 and one in ~~2017. We regularly review~~2019. All three of these directors are female, adding diversity to our ~~Board practices and composition.~~ Board.

Committee ~~Chair~~ Rotations		As part of its annual review of ~~Board~~ committee ~~composition and committee chair~~ assignments, ~~in March 2016,~~ the Board reconstituted ~~the~~its committees and ~~rotated committee chairs~~their chairmen in ~~order~~May 2018, March 2019 and April 2020 to ~~enhance the~~ensure effective functioning ~~of the committees~~ and ~~bring fresh perspectives to committee processes.~~
	new perspectives.
~~Annual Director Elections~~

Director Elections		All directors are elected annually forone-year terms or until their successors are elected and qualified.

Majority Voting for Director Elections		Our bylaws provide for a majority voting standard in uncontested elections, and further require that a director who fails to receive a majority vote must tender his or her resignation to the Board.

~~Board Evaluations~~

Board Evaluations		Our Board ~~evaluates~~reviews committee and director performance ~~and practices regularly.~~ through an annual process of self-evaluation.

Risk Oversight and Financial Reporting		Our Board seeks to provide robust oversight of current and potential risks facing our company by engaging in regular deliberations and ~~its business and demonstrate~~participating in management meetings. Our Audit Committee contributes to strong financial reporting ~~practices.~~
	oversight through regular meetings with management and dialogue with our auditors.
~~Clawback Policy~~		~~Our NEOs are subject to clawback provisions with respect to annual and long-term cash incentive compensation.~~

~~Lock-up~~Active Participation ~~Restrictions~~		Our ~~NEOs are subject tolock-up~~ ~~restrictions that generally prohibit~~Board held 20 meetings during 2020. Each person currently serving as a director attended at least 93% of the ~~sale~~Board meetings, as well as the meetings of any ~~equity awarded by our company until September 2, 2018.~~ committee(s) on which he or she served.

~~Stock Ownership Guidelines~~Clear Oversight of Sustainability		In ~~2016, our~~December 2020, the Board ~~established stock ownership guidelines for our NEOs~~approved amendments to the charter of the Nominating, Corporate Governance and ~~other executive officers~~Sustainability Committee to ~~further align their interests~~support the Board in its oversight of the company's purpose-driven sustainability strategies and external disclosures; this includes engaging with ~~those of our stockholders.~~ management on material environmental, social and corporate governance ("ESG") matters and stakeholder perspectives.


~~No Hedging or Pledging of Company Securities~~	~~Under our insider trading policy, our company’s directors and executive officers, including the NEOs, are prohibited from pledging and hedging transactions involving our company’s securities.~~	2	©2021 XPO Logistics, Inc.

Name		Occupation

~~Name~~
Brad Jacobs		~~Occupation~~
~~Bradley S. Jacobs~~		Chairman and Chief Executive Officer, XPO Logistics, Inc.
Gena L. Ashe		~~Former Senior Vice President, Chief Legal Officer~~General Counsel and Corporate Secretary, ~~Adtalem Global Education~~Anterix Inc.
~~Louis DeJoy~~ Marlene Colucci		~~Former~~Executive Director, The Business Council
AnnaMaria DeSalva		Vice Chairman, XPO Logistics, Inc.; Global Chairman and Chief Executive Officer, ~~Supply Chain, XPO Logistics, Inc.~~ Hill+Knowlton Strategies
~~AnnaMaria DeSalva~~ Michael Jesselson		~~Former Global Chief Communications Officer, E.I. du Pont de Nemours & Co. (DuPont)~~
~~Michael G. Jesselson~~		Lead Independent Director, XPO Logistics, Inc.; President and Chief Executive Officer, Jesselson Capital Corporation
Adrian P. Kingshott		Chief Executive Officer, AdSon, LLC; Managing Director, Spotlight Advisors, LLC
Jason D. Papastavrou		Founder and Chief Investment Officer, ARIS Capital Management, LLC
Oren G. Shaffer		Former Vice Chairman and Chief Financial Officer, Qwest Communications International, Inc.


Brad Jacobs	~~Bradley S. Jacobs~~	Chairman and Director since 2011
Age: 64	~~Age:~~61
		Mr. Jacobs has served as our ~~Chief Executive Officer~~chief executive officer and ~~Chairman~~chairman of our Board of Directors since September 2, 2011. Mr. Jacobs is also the managing member of JPE, which is our ~~second~~ largest stockholder. Prior to XPO, heMr. Jacobs led two public companies: United Rentals, Inc. (NYSE: URI), which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989. Mr. Jacobs served as chairman and chief executive officer of United Rentals for that ~~company’s~~company's first six years, and as its executive chairman for an additional four years. He served eight years as chairman and chief executive officer of United Waste Systems.
		Board Committees:None
		Other Public Company Boards:None

*Mr. Jacobs brings to the Board:*
	• ■ In-depth knowledge of the ~~company’s~~company's business resulting from his years of service with the company as its ~~Chief Executive Officer;~~chief executive officer; ■
	• Leadership experience as the ~~company’s Chairman~~company's chairman and ~~Chief Executive Officer,~~chief executive officer, and a successful track record of leading companies that execute strategies similar to ours; and ■
	• Extensive past experience as the chairman of the board of directors of several public companies.


Gena L. Ashe		Independent Director since 2016
Age: 59
~~Age:~~56
Ms. Ashe has served as a director of the company since March 21, 2016. ~~Ms. Ashe~~She has served as the general counsel and corporate secretary of Anterix Inc. since July 2019, and as the president and chief executive officer of GLA Legal Advisory Group, LLC since February 2018. She was senior vice president, chief legal officer and corporate secretary of Adtalem Global Education Inc. (NYSE: ATGE) from May 2017 to February 2018, and executive vice president, chief legal officer, and corporate secretary of BrightView Landscapes, LLC (formerly The Brickman Group, Ltd. LLC) from December 2012 to June 2016. ~~Earlier, she~~Ms. Ashe has served as ~~senior vice president~~vice-chairman of ~~legal affairs for Catalina Marketing Corporation and held senior legal roles with~~ the ~~Public Broadcasting Service (“PBS”)~~Supervisory Board of XPO Logistics Europe S.A., ~~Darden Restaurants, Inc., Lucent Technologies and AT&T. Earlier in her career, Ms. Ashe~~our majority-owned subsidiary, since February 2017. In addition, she has served as ~~an electrical engineer~~a director of the Executive Leadership Council since February 2020 and ~~scientist for IBM Corporation before joining IBM’s legal team.~~American Landscape Partners, LLC since January 2021. Ms. Ashe holds a juris doctorate degree from Georgetown University Law Center, where she serves on the Georgetown Law Advisory Board, a ~~master’s~~master's degree in electrical engineering from Georgia Institute of Technology and a ~~bachelor’s~~bachelor's degree in mathematics from Spelman College, where she sits on the Board of Trustees. She has completed the executive development program at the Wharton School of the University of Pennsylvania and holds a certificate in international management from Oxford University in England.

Board Committees:~~Chair~~ ■ Member of ~~Nominating and Corporate Governance~~Audit Committee ■ Member of Acquisition Committee
Other Public Company Boards: None

~~Other Public Company Boards:~~~~None~~
*Ms. Ashe brings to the Board:*
• ■ More than two decades of valuable legal experience with public and private companies, ~~which enables~~enabling her to provide guidance to the Board and ~~company~~ management on legal matters, compliance and risk assessment and corporate governance best practices; and ■
• Anin-depth understanding of the dynamics of three of our most important customer verticals:e-commerce, technology and food and beverage.


Marlene Colucci	Independent Director since 2019
Age: 58
			Ms. Colucci has served as a director of the company since February 7, 2019. She has served as the executive director of The Business Council in Washington, D.C. since July 2013. Previously, from September 2005 to June 2013, she was executive vice president of public policy for the American Hotel & Lodging Association. From September 2003 to June 2005, she served in the White House as special assistant to President George W. Bush in the Office of Domestic Policy. In this role, she developed labor, transportation and postal reform policies and advised the president and his staff on related matters. Earlier, Ms. Colucci served as deputy assistant secretary with the U.S. Department of Labor's Office of Congressional and Intergovernmental Affairs. Her law career includes more than 12 years with the firm of Akin Gump Strauss Hauer & Feld LLP, where she served as senior counsel. She holds a juris doctorate degree from the Georgetown University Law Center.

Board Committees: ■ Member of Compensation Committee ■ Member of Acquisition Committee
Other Public Company Boards: None		10
		10
©*Ms. Colucci brings to the Board:~~2018~~ ~~XPO Logistics,~~* ~~Inc.~~ ■ Significant experience with public policy development, including labor and transportation policy, from over two decades of relevant government and private sector experience; and ■ Meaningful perspectives on matters of corporate governance and business operations from her tenure leading the premier association of chief executive officers of the world's most important business enterprises.


AnnaMaria DeSalva	~~AnnaMaria DeSalva~~	Independent Director since 2017
Age: 52	~~Age:~~49		Vice Chairman since 2019
		Ms. DeSalva has served as a director of the company since September 19, ~~2017.~~2017 and vice chairman of the Board since February 7, 2019. She ~~is a senior corporate affairs advisor~~has served as global chairman and chief executive officer of Hill+Knowlton Strategies since June 2019. Prior to ~~leading innovative companies.~~that, Ms. DeSalva served as chief communications officer of E.I. du Pont de Nemours & Co. (DuPont) from March 2014 to January ~~31,~~ 2018, ~~and in the subsequent period is serving~~then as senior advisor to the CEO ~~and to the management team as they prepare for the separation~~ of ~~new publicly traded companies.~~DowDuPont until February 2019. Previously, she served as ~~head~~vice president of corporate affairs for biopharmaceutical innovation at Pfizer; was an advisor to the U.S. Food and Drug Administration; and led the global healthcare practice of Hill & Knowlton. For Bristol-Myers Squibb, she led global public affairs for the oncology business and served as the director of the Bristol-Myers Squibb Foundation. Ms. DeSalva serves on the board of governors of Argonne National Laboratory of the U.S. Department of Energy and is a member of its compensation and nominating ~~committees; as well as~~committees. She is a member of The Economic Club of New York, The Partnership for New York City, and the Paley International Council, and a Trustee of the Committee for Economic Development of The Conference Board. Ms. DeSalva also serves on the boards of directors of thenon-profit Project Sunshine and the William & Mary Alumni Association. She is a graduate of The College of William & Mary in Williamsburg, ~~Va.; and~~Virginia, where she serves as executive in residence at the Raymond A. Mason School of Business. Ms. DeSalva has completed the Harvard School of Public ~~Health’s~~Health's executive education program in risk communication, and the Advanced Health Leadership Program jointly offered by the University of California at Berkeley and Pompeu University in Barcelona, ~~Spain~~. Spain.

		Board Committees:~~None~~		■ Chairman of Nominating, Corporate Governance and Sustainability Committee
		Other Public Company Boards:None

		*Ms. DeSalva brings to the Board:* ■
	• Global perspective as the chief executive officer of a multinational organization serving clients across almost every sector of the world economy; and ■ Significant experience in ~~marketing~~corporate affairs, regulatory affairs and ~~public relations,~~corporate social responsibility, having previously served in senior ~~communications~~leadership roles at several public ~~companies; and~~companies.
	~~• Expertise in managing significant public company merger transactions, with an emphasis on effective external stakeholder engagement.~~


TABLE OF CONTENTS


Michael Jesselson	~~Michael G. Jesselson~~	Independent Director since 2011
Age: 69	Lead Independent Director since 2016	Independent Director since 2011
		~~Age:~~66
	Mr. Jesselson has served as a director of the company since September 2, 2011 and as lead independent director since March 20, 2016. He has ~~served as~~been president and chief executive officer of Jesselson Capital Corporation since ~~1994.~~1994, and became a director of Ascendant Digital Acquisition Corp. (NYSE: ACND) in July 2020. Mr. Jesselson served as a director of American Eagle Outfitters, Inc. (NYSE: AEO) from November 1997 to May 2017, most recently as its lead independent director. ~~Prior to that,~~Earlier, he worked at Philipp Brothers, a division of Engelhard Industries from 1972 to 1981, then at Salomon Brothers Inc. in the financial trading sector. He is a director ofC-III Capital Partners LLC, Clarity Capital and other private companies, as well as numerous philanthropic organizations. Mr. Jesselson also serves as the chairman of Bar Ilan University in Israel. He attended New York University School of Engineering.

		Board Committees: ■ Member of Audit Committee ■ Member of Compensation Committee ■ Member of Nominating, Corporate Governance and Sustainability Committee
Other Public Company Boards: Ascendant Digital Acquisition Corp. (NYSE: ACND)
	~~• Member of Compensation Committee~~
		~~• Member of Nominating and Corporate Governance Committee~~
	~~Other Public Company Boards:~~~~None~~
	*Mr. Jesselson brings to the Board:* ■
	• Significant experience with public company ~~corporate~~ governance ~~issues~~ through prior service on the board of directors of American Eagle Outfitters, including as its lead independent director; and ■
	• Extensive investment expertise.



Adrian Kingshott	~~Adrian P. Kingshott~~	Independent Director since 2011
Age: 61	~~Age:~~58
		Mr. Kingshott has served as a director of the company since September 2, 2011. He has served as the chief executive officer of AdSon, LLC since October 2005, ~~and as~~ managing director of Spotlight Advisors, LLC since September ~~2015. He has been~~2015 and a member of the board of directors of Centre Lane Investment Corp. since May 2011. Mr. Kingshott was a senior advisor to Headwaters Merchant Bank ~~since 2013.~~from 2013 until June 2018. Previously, with Goldman Sachs, he wasco-head of the ~~firm’s~~firm's Global Leveraged Finance business and held other positions over a 17-year tenure. More recently, Mr. Kingshott was a managing director and portfolio manager at Amaranth Advisors, LLC. He is an adjunct professor of Global Capital Markets and Investments at Fordham ~~University’s~~University's Gabelli School of Business. He holds a ~~master of~~master's degree in business administration ~~degree~~ from Harvard Business School and a master of jurisprudence degree from Oxford University. ~~Mr. Kingshott is a member of the board of directors of Centre Lane Investment Corp.~~

		Board Committees:
	• ■ Chairman of ~~Compensation~~Acquisition Committee
		~~• Member of Audit Committee~~
	~~• Member of Acquisition Committee~~
	Other Public Company Boards:None

*Mr. Kingshott brings to the Board:*
	• ■ More than 25 years of experience in the investment banking and investment management industries; and ■
	• Expertise with respect to corporate governance, acquisition transactions, debt and equity financing and corporate financial management issues.


Jason Papastavrou, Ph.D.	11	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
	11	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~


	~~Jason D. Papastavrou, Ph.D.~~	Independent Director since 2011
Age: 58
		~~Age:~~55
	Dr. Papastavrou has served as a director of the company since September 2, 2011. He founded ARIS Capital Management, LLC in 2004 and serves as its chief investment officer. Previously, Dr. Papastavrou was the founder and managing director of the Fund of Hedge Funds Strategies Group of Banc of America Capital Management (BACAP), president of BACAP Alternative Advisors, and a senior portfolio manager with Deutsche Asset Management. He was a tenured professor at Purdue University School of Industrial Engineering and holds a doctorate in electrical engineering and computer science from the Massachusetts Institute of Technology. Dr. Papastavrou ~~serves~~served on the board of directors of United Rentals, Inc. (NYSE: URI). from April 2005 to May 2020.

Board Committees: ■ Chairman of Compensation Committee ■ Member of Audit Committee ■ Member of Nominating, Corporate Governance and Sustainability Committee
Other Public Company Boards: None
	~~• Chairman of Acquisition Committee~~
		~~• Member of Audit Committee~~
	~~• Member of Compensation Committee~~
	~~• Member of Nominating and Corporate Governance Committee~~
	~~Other Public Company Boards:~~~~United Rentals, Inc. (since 2005)~~
	*Dr. Papastavrou brings to the Board:*
	• ■ Financial expertise related to his qualifications as an ~~“audit~~"audit committee financial ~~expert”~~expert" under SEC regulations; and ■
	• Extensive experience with finance and risk-related matters, from holding senior positions at investment management firms.


Oren Shaffer	~~Oren G. Shaffer~~	Independent Director since 2011
Age: 78
		~~Age:~~75
	Mr. Shaffer has served as a director of the company since September 2, 2011. From 2002 to 2007, Mr. Shaffer was vice chairman and chief financial officer of Qwest Communications International, Inc. (now CenturyLink, Inc.). Previously, Mr. Shaffer was president and chief operating officer of Sorrento Networks, Inc., executive vice president and chief financial officer of Ameritech Corporation, and held senior executive positions with The Goodyear Tire & Rubber Company, where he also served on the board of directors. Additionally, Mr. Shaffer isserved as a director on the board of Terex Corporation ~~(NYSE: TEX).~~from 2007 until May 2019. He holds a ~~master’s~~master's degree in management from the Sloan School of Management, Massachusetts Institute of Technology, and a degree in finance and business administration from the University of California, Berkeley.

		Board Committees: ■
	• Chairman of Audit Committee
		Other Public Company Boards:~~Terex Corporation (since 2007)~~ None

*Mr. Shaffer brings to the Board:* ■
	• Senior financial, operational and strategic experience with various large companies; ■
	• Corporate governance expertise from serving as director of various public companies; and ■
	• Financial expertise related to his qualifications as an ~~“audit~~"audit committee financial ~~expert”~~expert" under SEC regulations.


	Fees Earned or		Stock Awards⁽²⁾		Option Awards	Total
Name	Paid in Cash ($)		($)		($)	($)

Gena L. Ashe⁽³⁾		$90,000		$173,489	–	$263,489

Louis DeJoy⁽⁴⁾		$75,000		$173,489	–	$248,489

AnnaMaria DeSalva⁽⁵⁾		$21,196		$49,847	–	$71,043

Michael G. Jesselson⁽⁶⁾		$100,000		$173,489	–	$273,489

Adrian P. Kingshott⁽⁷⁾		$90,000		$173,489	–	$263,489

Jason D. Papastavrou⁽⁸⁾		$90,000		$173,489	–	$263,489

Oren G. Shaffer⁽⁸⁾		$100,000		$173,489	–	$273,489

Name					Total


Gena Ashe⁽⁴⁾	$	80,000	$	190,000	$	270,000
Marlene Colucci⁽⁵⁾	$	80,000	$	190,000	$	270,000
AnnaMaria DeSalva⁽⁶⁾	$	125,000	$	190,000	$	315,000
Michael Jesselson⁽⁷⁾	$	105,000	$	190,000	$	295,000
Aris Kekedjian⁽⁸⁾	$	29,451	$	190,000	$	29,451
Adrian Kingshott⁽⁹⁾	$	96,470	$	190,000	$	286,470
Jason Papastavrou⁽¹⁰⁾	$	98,530	$	190,000	$	288,530
Oren Shaffer⁽¹¹⁾	$	105,000	$	190,000	$	295,000

~~(2)~~	The amounts reflected in this column represent the grant date fair value of the awards made in 2017, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 “Compensation–Stock Compensation” (“ASC 718”). For further discussion of the assumptions used in the calculation of the grant date fair value, please see “Notes to Consolidated Financial Statements—Note 13. Stock-Based Compensation” of our company’s Annual Report on Form
	~~10-K~~ for the year ended December 31, 2017. The values reported in this column represent 3,970 restricted stock units (“RSUs”) granted to each of Messrs. DeJoy, Jesselson, Kingshott, and Shaffer, Ms. Ashe and Dr. Papastavrou on January 3, 2017, and 810 RSUs granted to Ms. DeSalva on September 19, 2017, for service as a director in 2017, which vested on January 3, 2018. Each current director serving on January 2, 2018, also received a grant of 2,071 RSUs on such date for service as a director in 2018; these grants are not reflected in the table above.	23	©2021 XPO Logistics, Inc.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	19	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~
	19	©~~2018~~ ~~XPO Logistics,~~ ~~Inc.~~