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GXO Logistics (NYSE: GXO) hires Mark Suchinski as CFO with performance-linked pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GXO Logistics appointed Mark Suchinski as its new chief financial officer, effective April 1, 2026. He brings more than three decades of finance, operations and supply chain experience, including CFO roles at The GEO Group and Spirit AeroSystems.

Under his offer letter, Suchinski will receive a base salary of $650,000 and a target annual bonus equal to 125% of base salary. For 2026, his target long‑term equity awards total $1,500,000, split between $525,000 in restricted stock units and $975,000 in performance‑based restricted stock units.

He will also receive sign‑on equity awards of $750,000 in restricted stock units and $750,000 in performance‑based units, with up to 0–225% of target shares earned based on relative total shareholder return from August 19, 2025 to August 18, 2028, vesting on March 31, 2029. The filing details relocation support, participation in the company severance plan and standard restrictive covenants.

Positive

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Negative

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Insights

GXO adds an experienced CFO with pay tightly linked to long-term shareholder returns.

The company is installing a seasoned finance leader as CFO, with background in aerospace and defense and prior experience managing complex operations and capital structures. That aligns with GXO’s focus on large, sophisticated logistics customers and suggests continuity in financially disciplined growth.

Compensation is heavily equity-based: a $1,500,000 annual long-term incentive plus $1,500,000 in sign-on awards, weighted toward performance stock units. Payouts on the sign-on PSU can range from 0–225% of target based on relative total shareholder return over the August 19, 2025–August 18, 2028 period, with a cap if absolute returns are negative.

This structure emphasizes multi-year performance and shareholder alignment while using relocation support and severance-plan eligibility to attract and retain the executive. Actual impact on results will depend on Suchinski’s execution in the role after his April 1, 2026 start.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 2, 2026

 

GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40470   86-2098312
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Two American Lane, Greenwich, Connecticut   06831
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (203) 489-1287

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
     
Common stock, par value $0.01 per share GXO New York Stock Exchange
     
3.750% Notes due 2030 GXO/30 New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 3, 2026, the Board of Directors (the “Board”) of GXO Logistics, Inc. (the “Company”) approved the appointment of Mark Suchinski to the position of chief financial officer (principal financial officer) of the Company. The appointment will be effective on April 1, 2026.

 

Mr. Suchinski, 59, most recently served as Senior Vice President and Chief Financial Officer of The GEO Group, Inc. since July 2024. Prior to joining GEO, Mr. Suchinski served as Senior Vice President and Chief Financial Officer for Spirit AeroSystems from 2020 through June 2024. In that role, Mr. Suchinski was responsible for the overall financial management of Spirit AeroSystems, its financial reporting and transparency, and multiple corporate functions including Treasury, Investor Relations, and Strategy. Mr. Suchinski joined Spirit AeroSystems in 2006 as the Controller for the Aerostructures Segment. He subsequently served in increasingly senior positions, including as Vice President of Financial Planning & Analysis and Corporate Contracts from 2010 to 2012, Vice President of Finance and Treasurer from 2012 to 2014, Vice President and Corporate Controller from 2014 to 2018, Vice President and General Manager of the 787 Program from 2018 to 2019, and Vice President of Quality from 2019 to 2020. Prior to joining Spirit AeroSystems, Mr. Suchinski held the position of Vice President and Chief Accounting Officer for Home Products International from 2004 to 2006 and Corporate Controller from 2000 to 2004. Mr. Suchinski attended DePaul University where he earned a Bachelor of Science degree in Accounting.

 

There are no family relationships between Mr. Suchinski and any director or executive officer of the Company, and Mr. Suchinski has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Offer Letter with Mr. Suchinski

 

On March 2, 2026, the Company and Mr. Suchinski executed an offer letter (the “Offer Letter”), the material terms of which are summarized below.

 

Position. Under the Offer Letter, Mr. Suchinski will serve as the Company’s chief financial officer.

 

Work Location. The Offer Letter provides that Mr. Suchinski’s principal place of employment will be the Company’s office in Greenwich, Connecticut and subject to required business travel and future business needs. Mr. Suchinski is required to relocate his personal residence to the Greenwich, Connecticut metropolitan area. Mr. Suchinski is entitled to certain relocation benefits, including reimbursement for airfare and lodging expenses in connection with his commute to the Company’s headquarters prior to relocation and home finding and home marketing assistance. The relocation benefits are required to be repaid by Mr. Suchinski in the event of Mr. Suchinski’s voluntary resignation within one year of Mr. Suchinski moving to Greenwich, Connecticut.

 

Salary; Target Annual Bonus. The Offer Letter provides that the annual base salary for Mr. Suchinski will be $650,000 and that the target annual bonus for Mr. Suchinski will be 125% of base salary.

 

2026 Annual Long-Term Incentive Opportunity. Mr. Suchinski will be eligible to participate in the long-term equity program applicable to similarly situated senior executive officers of the Company. The total target grant date value for the 2026 annual equity awards to be granted to Mr. Suchinski will be $1,500,000, consisting of restricted stock units with a value of $525,000 and performance-based restricted stock units with a value of $975,000.

 

Grant of Sign-On Awards. The Offer Letter provides that Mr. Suchinski will be granted sign-on equity awards consisting of (i) an award of restricted stock units with a value of $750,000 (the “Sign-On RSU Award”) and (ii) an award of performance-based restricted stock units with a value of $750,000 (the “Sign-On PSU Award” and together with the Sign-On RSU Award, the “Sign-On Awards”). The Sign-On Awards are in recognition of forfeited equity awards held by Mr. Suchinski with his current employer and to align interests with long-term shareholder value creation. The number of shares underlying (i) the Sign-On RSU Award will be determined using the closing price of the Company’s common stock on Mr. Suchinski’s hire date as chief financial officer and (ii) the Sign-On PSU Award will be determined using $41.94, the stock price of the sign-on equity awards granted to the Company's chief executive officer in August 2025, to ensure alignment of goals with the Company’s chief executive officer.

 

The Sign-On RSU Award will vest in equal annual installments over three years following the grant date. The Sign-On PSU Award will vest on March 31, 2029, subject to achievement of the applicable performance goals. Between 0-225% of the target number of shares subject to the Sign-On PSU Award may be earned based on the Company’s total shareholder return relative to that of component companies of the S&P Mid Cap 400 Index during the three-year performance period of August 19, 2025 to August 18, 2028, to ensure alignment of goals with the Company's chief executive officer, and the total number of shares that may be earned is capped at 100% if the absolute total shareholder return of the Company during the performance period is negative. Vesting is generally subject to Mr. Suchinski’s continued service through the vesting date, subject to certain exceptions in the event of a qualifying termination of employment, including following a change of control of the Company.

 

 

 

 

Severance. The Offer Letter provides that Mr. Suchinski will be eligible to participate in the GXO Logistics, Inc. Severance Plan, as in effect from time to time, during the Company’s 2026 fiscal year.

 

Benefits. The Offer Letter provides that Mr. Suchinski will be eligible for benefits in accordance with the Company’s benefits programs available to similarly situated senior executives from time to time.

 

Restrictive Covenants. The Offer Letter provides that, as a condition to employment, Mr. Suchinski and the Company will enter into a Confidential Information Protection Agreement, which provides for certain restrictive covenants.

 

Item 7.01Regulation FD Disclosure.

 

On March 6, 2026, the Company issued a press release regarding certain of the matters described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
10.1   Offer Letter, dated March 2, 2026, between Mark Suchinski and GXO Logistics, Inc.
99.1   Press Release, dated March 6, 2026, issued by GXO Logistics, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  March 6, 2026  GXO LOGISTICS, INC.
   
  By: /s/ Karlis P. Kirsis
  Name: Karlis P. Kirsis
  Title: Chief Legal Officer

 

 

 

Exhibit 99.1

 

 

GXO Appoints Mark Suchinski as Chief Financial Officer

 

GREENWICH, Conn., March 6, 2026 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the appointment of Mark Suchinski as Chief Financial Officer, effective April 1, 2026.

 

Suchinski is a seasoned financial leader with more than three decades in finance, operations and supply chain management, with significant experience in the aerospace and defense sector, a key growth vertical for GXO. He has a proven track record driving enterprise performance improvement in labor productivity, contracting, pricing and sourcing.

 

GXO CEO Patrick Kelleher said, “Mark is an accomplished corporate finance leader with decades of operational and supply chain experience and deep expertise in aerospace and defense, where we see a long runway for growth. With Mark’s appointment, the leadership team is fully in place, and we have the clarity and capability to move forward boldly and with speed.”

 

Prior to GXO, Suchinski served as Chief Financial Officer for The GEO Group, Inc., a leading global provider of solutions for government partners across a spectrum of diversified correctional and community reentry services. Prior to that, he served as Chief Financial Officer of Spirit AeroSystems, the largest diversified non-OEM designer and manufacturer of aerostructures for commercial, defense and space and aftermarket globally, with responsibility for financial reporting, Treasury, Investor Relations and Strategy. Earlier in his career, he served as Chief Accounting Officer at Home Products International and Controller at US Freightways. He holds a Bachelor of Business Administration from DePaul University.

 

Since joining GXO in August 2025, GXO CEO Patrick Kelleher has strengthened the leadership team with key appointments in Commercial, Operations and the Americas and Asia Pacific region to deliver faster growth, higher margins and sharper execution.

 

About GXO

 

GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play contract logistics provider and is positioned to capitalize on the rapid growth of ecommerce, automation and outsourcing. GXO has over 150,000 team members across more than 1,000 facilities, totaling more than 200 million square feet. The company serves the world’s leading blue-chip companies to solve complex logistics challenges with technologically advanced supply chain and ecommerce solutions, at scale and with speed. GXO corporate headquarters is in Greenwich, Connecticut. Visit GXO.com for more information and connect with GXO on LinkedInX, FacebookInstagram and YouTube.

 

Media contact

Matthew Schmidt

+1 203-307-2809

matt.schmidt@gxo.com

 

Investor contact

Kristine Kubacki, CFA

+1 203-769-7206

kristine.kubacki@gxo.com

 

 

FAQ

Who is the new CFO of GXO (GXO) and when does he start?

GXO appointed Mark Suchinski as its new Chief Financial Officer, effective April 1, 2026. He is a veteran finance executive with prior CFO roles at The GEO Group and Spirit AeroSystems, bringing extensive experience in aerospace, defense and complex industrial operations.

What is Mark Suchinski’s salary and bonus opportunity at GXO (GXO)?

Under his offer letter, Mark Suchinski will receive an annual base salary of $650,000 at GXO, with a target annual bonus equal to 125% of base salary. This bonus is part of the company’s short‑term incentive plan for senior executives, subject to GXO’s performance goals.

What long-term equity incentives will GXO (GXO) grant to its new CFO?

For 2026, GXO plans to grant Mark Suchinski annual long‑term equity awards with a target value of $1,500,000. This includes $525,000 in restricted stock units and $975,000 in performance‑based restricted stock units, consistent with awards given to similarly situated senior executives.

What sign-on equity awards is GXO (GXO) giving to Mark Suchinski?

GXO will grant sign‑on equity awards totaling $1,500,000 to Mark Suchinski: $750,000 in restricted stock units and $750,000 in performance‑based restricted stock units. These awards recognize forfeited equity from his prior employer and aim to align his interests with long‑term shareholder value creation.

How are Mark Suchinski’s performance-based units at GXO (GXO) structured?

The sign‑on performance‑based restricted stock units can pay out between 0–225% of target shares based on GXO’s total shareholder return versus S&P Mid Cap 400 peers from August 19, 2025 to August 18, 2028. Vesting occurs on March 31, 2029, with payouts capped at 100% if GXO’s absolute return is negative.

What relocation and severance benefits does GXO (GXO) offer its new CFO?

GXO requires Mark Suchinski to relocate to the Greenwich, Connecticut area and offers reimbursement for travel and housing during transition plus home‑related assistance. He must repay relocation benefits if he resigns within one year of moving and is eligible to participate in GXO’s severance plan during fiscal 2026.

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6.85B
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Integrated Freight & Logistics
Transportation Services
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United States
GREENWICH