| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of John Hardig and Appointment of Sarah Glickman as Acting Chief Financial Officer
Effective as of August 15, 2018, John Hardig will step down as Chief Financial Officer of XPO Logistics, Inc. (the “Company”) and Sarah Glickman, Senior Vice President, Corporate Finance, will assume the role of acting Chief Financial Officer.
Ms. Glickman, 49, has served as Senior Vice President, Corporate Finance of the Company since June, 2018. Ms. Glickman’s more than 25 years of senior finance experience include her position as chief financial officer of business services for Novartis from January 2017 to May 2018, executive roles with Honeywell International from March 2006 to November 2016 and, prior to Honeywell, Bristol-Myers Squibb. During her 11 years with Honeywell, she served as chief financial officer of the fluorine products business, and as head of internal audit and director of finance operations. With Bristol-Myers Squibb, she had executive responsibility for corporate controllers and accounting, financial controls and compliance. Ms. Glickman began her career at PricewaterhouseCoopers. She is a CPA and a Chartered Accountant with a degree in economics from the University of York (UK).
Separation Agreement with John Hardig
On August 1, 2018, the Company entered into a letter agreement with Mr. Hardig setting forth the terms of his separation (the “separation agreement”). Pursuant to the separation agreement, Mr. Hardig will be eligible to receive a prorated 2018 annual bonus and will remain eligible to vest in 27,134 of the performance-based restricted stock units granted to him on February 9, 2016 that are scheduled to vest on February 9, 2019, subject to the achievement of the applicable performance goal, and which amount represents the pro rata portion of the 2018 installment of Mr. Hardig’s award calculated based on his service as Chief Financial Officer from January 1, 2018 through August 15, 2018. In addition, Mr. Hardig has agreed to provide advisory services to the Company on an as-needed basis through September 15, 2018.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the separation agreement, a copy of which is filed herewith as Exhibit 10.1.
Performance-Based Restricted Stock Unit Award to Ms. Glickman
In connection with Ms. Glickman’s appointment as acting Chief Financial Officer, the Company expects to grant her a performance-based restricted stock unit award with a grant date value of $2,500,000. Among other terms, the award will vest upon the following performance criteria: the Company’s achievement, prior to the fifth anniversary of the grant date of the award, of an average closing stock price of $200 per share over a period of 20 consecutive trading days.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
