Exhibit 99.3

MANAGEMENT PROXY CIRCULAR

SOLICITATION OF PROXIES BY MANAGEMENT

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation by the management of TFI International Inc. (the “Corporation”) of proxies to be used at the Annual Meeting of shareholders of the Corporation (the “Meeting”) to be held at the time and place and for the purposes set out in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail. However, officers and employees of the Corporation may also solicit proxies by telephone, telecopier, e-mail or in person. The total cost of solicitation of proxies will be borne by the Corporation. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy-related materials to certain beneficial owners of the shares. See “Appointment and Revocation of Proxies – Notice to Beneficial Holders of Shares” below.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

The Corporation was incorporated under the laws of Canada. The solicitation of proxies and the proposals contemplated herein involve securities of a Canadian issuer and are being effected in accordance with Canadian federal corporate law and securities laws of the Canadian provinces. Shareholders should be aware that requirements under such Canadian federal and provincial laws differ from requirements under United States corporate and securities laws relating to United States corporations. The proxy rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Corporation or this solicitation and therefore this solicitation is not being effected in accordance with such laws.

INTERNET AVAILABILITY OF PROXY MATERIALS

Notice-and-Access

The Corporation has elected to use “notice-and-access” rules (“Notice-and-Access”) under NI 54-101 for distribution of Proxy- Related Materials (as defined below) to shareholders who do not hold shares of the Corporation in their own names (referred to herein as “Beneficial Shareholders”). Notice-and-Access is a set of rules that allows issuers to post electronic versions of Proxy-Related Materials on SEDAR+ and on one additional website, rather than mailing paper copies. “Proxy-Related Materials” refers to this Circular, the Notice of Meeting, a voting instruction form (“VIF”) and the Corporation’s 2024 annual report containing the Corporation’s annual audited consolidated financial statements for the year ended December 31, 2024 and the related Management’s Discussion and Analysis for the same period. The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces the Corporation’s printing and mailing costs. Beneficial Shareholders may obtain further information about Notice-and-Access by contacting Broadridge Financial Solutions, Inc. (“Broadridge”) toll free at 1-855-887-2244. The Corporation is not using Notice-and-Access for delivery to shareholders who hold their shares directly in their respective names (referred to herein as “Registered Shareholders”). Registered Shareholders will receive paper copies of the Proxy- Related Materials via prepaid mail.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Corporation’s website at www.tfiintl.com and under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. All shareholders are reminded to review the Proxy-Related Materials before voting.

Notice Package

Although the Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders will receive paper copies of a notice package (“Notice Package”) via prepaid mail containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a VIF, and supplemental mail list return card for Beneficial Shareholders to request they be included in the Corporation’s supplementary mailing list for receipt of the Corporation’s interim financial statements for the 2024 fiscal year.

How to Obtain Paper Copies of Proxy-Related Materials

Beneficial Shareholders may obtain paper copies of the Proxy-Related Materials free of charge by contacting Broadridge toll free at

1-877-907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Corporation by April 10, 2024 in order to allow sufficient time for Beneficial Shareholders to receive their paper copies and to return their VIF by its due date.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of Proxy

Please complete and sign the enclosed form of proxy and deliver it to Computershare Trust Company of Canada (“Computershare”) (i) by mail or hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, or (ii) by facsimile to 416-263-9524 or 1-866-249-7775. A shareholder may also vote using the internet at www.investorvote.com or by telephone at 1-866-732-8683. In order to be valid and acted upon at the Meeting, the form of proxy must be received no later than 5:00 p.m. (eastern time) on April 21, 2025 or be deposited with the Secretary of the Corporation before the commencement of the Meeting or any adjournment thereof.

The document appointing a proxy must be in writing and executed by a registered shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

A shareholder submitting a form of proxy has the right to appoint a person (who need not be a shareholder) to represent him or her at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. To exercise that right, the name of the shareholder’s appointee should be legibly printed in the blank space provided. In addition, the shareholder should notify the appointee of the appointment, obtain his or her consent to act as appointee and instruct the appointee on how the shareholder’s shares are to be voted.

Shareholders who are not registered shareholders should refer to “Notice to Beneficial Holders of Shares” below.

Revocation of Proxy

A shareholder who has submitted a form of proxy as directed hereunder may revoke it at any time prior to the exercise thereof. If a person who has given a proxy personally attends the Meeting at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or his attorney or authorized agent and deposited with Computershare at any time up to 5:00 p.m. (eastern time) on April 21, 2025 (i) by mail or by hand delivery to Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, or (ii) by facsimile to 416-263-9524 or 1-866-249-7775, or deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.

Notice to Beneficial Holders of Shares

The information set out in this section is of significant importance to many shareholders, as a substantial number of shareholders are Beneficial Shareholders who do not hold shares of the Corporation in their own names. Beneficial Shareholders should note that only proxies deposited by Registered Shareholders (shareholders whose names appear on the records of the Corporation as the registered holders of shares) can be recognized and acted upon at the Meeting or any adjournment(s) thereof. If shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder’s name on the records of the Corporation. Those shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of those shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks). Shares held by brokers or their nominees can be voted (for or against resolutions or withheld from voting) only upon the instructions of the Beneficial Shareholder. Without specific instructions, the broker/nominees are prohibited from voting shares for their clients. Subject to the following discussion in relation to NOBOs (as defined below), the Corporation does not know for whose benefit the shares of the Corporation registered in the name of CDS & Co., Cede & Co., a broker or another nominee, are held.

There are two categories of Beneficial Shareholders under applicable securities regulations for purposes of dissemination to Beneficial Shareholders of Proxy-Related Materials and other security holder materials and requests for voting instructions from such Beneficial Shareholders. Non-objecting beneficial owners (“NOBOs”) are Beneficial Shareholders who have advised their intermediary (such as brokers or other nominees) that they do not object to their intermediary disclosing ownership information to the Corporation, consisting of their name, address, e-mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of that information to matters strictly relating to the affairs of the Corporation. Objecting beneficial owners (“OBOs”) are Beneficial Shareholders who have advised their intermediary that they object to their intermediary disclosing such ownership information to the Corporation.

NI 54-101 permits the Corporation, in its discretion, to obtain a list of its NOBOs from intermediaries and use such NOBO list for the purpose of distributing the Notice Package directly to, and seeking voting instructions directly from, such NOBOs. As a result, the Corporation is entitled to deliver the Notice Package to Beneficial Shareholders in two manners: (a) directly to NOBOs and indirectly through intermediaries to all OBOs; or (b) indirectly to all Beneficial Shareholders through intermediaries. In accordance with the requirements of NI 54-101, the Corporation is sending the Notice Package indirectly through intermediaries to all Beneficial Shareholders. The cost of the delivery of the Meeting Materials by intermediaries to Beneficial Shareholders will be borne by the Corporation.

Applicable securities regulations require intermediaries, on receipt of Meeting Materials that seek voting instructions from Beneficial Shareholders indirectly, to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings on Form 54-101F7. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting or any adjournment(s) thereof. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. Beneficial Shareholders who wish to appear in person and vote at the Meeting should be appointed as their own representatives at the Meeting in accordance with the directions of their intermediaries and Form 54-101F7. Beneficial Shareholders can also write the name of someone else whom they wish to appoint to attend the Meeting and vote on their behalf. Unless prohibited by law, the person whose name is written in the space provided in Form 54-101F7 will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in Form 54-101F7 or this Circular.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a VIF in lieu of a form of proxy. Beneficial Shareholders are requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively, Beneficial Shareholders can call a toll-free telephone number to vote the shares held by them or access Broadridge’s dedicated voting website at www.proxyvote.com to deliver their voting instructions. Broadridge will then provide aggregate voting instructions to the Corporation’s transfer agent and registrar, which will tabulate the results and provide appropriate instructions respecting the voting of shares to be represented at the Meeting or any adjournment(s) thereof.

EXERCISE OF DISCRETION BY PROXIES

Common shares represented by properly-executed proxies in favour of the persons designated in the enclosed form of proxy, in the absence of any direction to the contrary, will be voted for: (i) the election of each of the directors of the Corporation; (ii) the appointment of the auditor of the Corporation; and (iii) the annual advisory vote on Say-on-Pay, as stated under such headings in this Circular. Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy. With respect to amendments or variations to matters identified in the Notice of Meeting and other matters which may properly come before the Meeting, such common shares will be voted by the persons so designated in their discretion. At the time of preparing this Circular, management of the Corporation knows of no such amendments, variations or other matters.

VOTING SHARES

As of the close of business on March 12, 2025, there were 84,250,929 common shares of the Corporation issued and outstanding. Each common share entitles the holder thereof to one vote. The Corporation has fixed March 14, 2025 as the record date (the “Record Date”) for the purpose of determining shareholders entitled to receive notice of the Meeting. Pursuant to the Canada Business Corporations Act (the “CBCA”), the Corporation is required to prepare, no later than ten days after the Record Date, an alphabetical list of shareholders entitled to vote as of the Record Date that shows the number of common shares held by each shareholder. A shareholder whose name appears on the list referred to above is entitled to vote the common shares shown opposite its name at the Meeting. The list of shareholders is available for inspection during usual business hours at the office of the Corporation’s transfer agent: Computershare, 1500 Boulevard Robert-Bourassa, 7th floor, Montréal, Québec, Canada H3A 3S8 and on the day of the Meeting.

SHAREHOLDERS HOLDING MORE THAN 10% OF THE SHARES

As at March 12, 2025, to the best knowledge of the Corporation, no shareholder beneficially owned or exercised control or direction over, directly or indirectly, more than 10% of the issued and outstanding common shares of the Corporation.

CURRENCY

In this Circular, unless otherwise indicated, all dollar amounts are expressed in U.S. dollars. All references to “dollars”, “USD” and the symbol “$”are to U.S. dollars and all references to “CAD” and “C$” are to Canadian dollars.

ELECTION OF DIRECTORS OF THE CORPORATION

The Board of Directors currently consists of ten directors. Unless otherwise specified, the persons named in the enclosed form of proxy intend to vote FOR the election of the ten nominees whose names are set out in the section “Board of Directors Renewal and Director Selection – Nominees for Election as Director” below. Each director will hold office until the next annual meeting of shareholders or until the election of his or her successor, unless the director’s office is earlier vacated in accordance with the by-laws of the Corporation.

BOARD OF DIRECTORS RENEWAL AND DIRECTOR SELECTION

Last year’s results

At last year’s annual meeting of shareholders of the Corporation, held on April 25, 2024, all eleven candidates proposed as directors were duly elected to the Board of Directors of the Corporation by a majority of the votes cast by shareholders present or represented by proxy at the annual meeting, as follows:

Nominees for Election as Director

The following tables set out information about each of the ten nominees for election as director. This information includes, for each nominee, a summary of his or her career profile, residency, age, independence status, areas of expertise, current position with the Corporation, the names of other public companies on whose boards/committees the nominee currently serves, the total number of securities of the Corporation held by the nominee, and whether the nominee is in compliance with the directors’ minimum share ownership policy. The information as to securities of the Corporation beneficially owned or over which the nominees exercise control or direction is not within the direct knowledge of the Corporation and has been furnished by the respective nominees individually. It includes Restricted Share Units (“RSUs”) for directors as well as Performance Share Units (“PSUs”) and stock options for the Chairman of the Board of Directors, President and Chief Executive Officer.

The Corporation restricts the number of public-company boards on which a director may serve to four, including that of the Corporation. The Corporation also expects each director to devote sufficient time to carrying out his or her duties effectively. Each director also commits to serve on the Corporation’s Board of Directors for an extended period of time.

(3) Value calculated based on the closing price of the Corporation’s common shares on the TSX on December 31, 2024 (C$194.24); the total market value was converted to USD based on the closing exchange rate from Bloomberg

on December 31, 2024 (1.00 USD = 1.4384 CAD).

(4) Value calculated based on the closing price of the Corporation’s common shares on the TSX on December 31, 2023 (C$180.24); the total market value was converted to USD based on the exchange rate of the Bank of Canada

on December 31, 2023 (1.00 USD = 1.3243 CAD).

(5) Following the termination of the RSU Plan on January 1, 2024, all RSUs outstanding thereunder vested on April 26, 2024, and resulting in a net payment in shares.

To the knowledge of the Corporation, none of the foregoing nominees for election as a director:

To the knowledge of the Corporation, none of the foregoing nominees for election as a director has been subject to:

Board of Directors and Committee Attendance

During the 2024 fiscal year, there were seven meetings of the Board of Directors, four meetings of the Human Resources and Compensation Committee (“HRCC”), four meetings of the Corporate Governance and Nominating Committee (“CGNC”) and six meetings of the Audit Committee. Directors are expected to attend all regularly-scheduled meetings.

Attendance of the members of the Board of Directors at meetings held during 2024 is set out in the table below:

The independent members of the Board of Directors meet at every meeting of the Board of Directors without the non-independent member of the Board of Directors or members of management present. In 2024, the independent members of the Board of Directors held six such in camera meetings.

Director Tenure

The following chart sets out the tenure of the members of the Board of Directors as of December 31, 2024:

The average tenure of the members of the Board of Directors as of December 31, 2024 is 11.1 years. The Board of Directors devotes substantial attention and focus to its succession planning to meet the Coproation’s future needs. Since 2020, the Corporation has added four new directors. The Board of Directors believes in the importance of appropriately, balancing newer directors with a modest number of longer serving directors who possess more extensive knowledge of the Corporation and its strategies, opportunities, and challenges.

Director Independence

The following table sets out the independence status of the directors, as defined in National Instrument 52-110 Audit Committees:

Directors’ Skills Matrix

In order to meet the Corporation’s needs in terms of directors’ competencies and expertise, the CGNC has developed a skills matrix survey based on knowledge areas and types of expertise. The results of such matrix are compiled and serve to determine any needs for educating the directors under the Corporation’s New Director Training and Development Program, as more specifically detailed under “Orientation and Continuing Education” on page 46.

The Board of Directors also takes into consideration the nominees’ independence, qualifications, financial acumen and business judgment and the dynamics of the Board of Directors. This skills matrix is reviewed regularly and is updated as may be required. The survey is taken by each director every two years and the results help the CGNC to identify any gaps to be addressed in the director nomination process.

The following table sets out the range of skills the Board of Directors perceives to be most important and indicates the extent to which they are met by current Board members:

Board Diversity Policy

The CGNC considers potential candidates from time to time, with the support of an executive recruiting firm with which it discusses the Board of Directors’ needs in term of competencies and expertise.

The CGNC encourages Board diversity, including with respect to background, business experience, professional expertise, personal skills, geographic background and gender. Prior to nominating a new director for election or appointment, the President and Chief Executive Officer, along with the Chair of the CGNC and the Lead Director, meet with the candidate to discuss his or her interest and willingness to serve on the Board of Directors, potential conflicts of interest, and his or her ability to devote sufficient time and energy to the Board of Directors.

The Corporation has adopted a Board Diversity Policy that promotes the inclusion of different perspectives and ideas, mitigates against groupthink and ensures that the Corporation has the opportunity to benefit from all available talent. The promotion of a diverse Board makes prudent business sense and makes for better corporate governance.

The Corporation seeks to maintain a Board of Directors comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board of Directors should reflect the diverse nature of the business environment in which the Corporation operates. For purposes of composition of the Board of Directors, diversity includes, but is not limited to, business experience, geography, age, gender, and ethnicity and aboriginal status.

The Board of Directors also seeks to include an appropriate number of women directors and fixes an objective on a yearly basis. For 2024, the Board of Directors has set as an objective that at least 30% of its members be women. As the objective was already surpassed at 40%, four out of ten of its members being women, the Board or Directors’ objective is to maintain the target achievement year over year. The Board of Directors also includes one director who is a member of visible minority.

The Corporation is committed to a merit-based system for composition of the Board of Directors, within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board of Directors, the Corporation will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board of Directors.

Any search firm engaged to assist the Board of Directors or a committee of the Board of Directors in identifying candidates for appointment to the Board of Directors will be specifically directed to include diverse candidates. In particular, gender and visible minority diversity are considered by the Board of Directors in its selection process.

Annually, the Board of Directors or a committee of the Board of Directors will review the Board Diversity Policy and assess its effectiveness in promoting a diverse Board of Directors which includes meeting its target number of women directors.

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis below highlights the Corporation’s executive compensation program and evaluates compensation decisions and philosophies for our President and Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the three most highly compensated executive officers of the Corporation and its subsidiaries other than the CEO and CFO (collectively referred to as, the “Named Executive Officers” or “NEOs”).

For fiscal year 2024, the Corporation’s NEOs and their respective titles are listed below:

In 2024, the HRCC was composed of Joey Saputo (Chair), André Bérard and Rosemary Turner. No member of the HRCC is an officer, executive or employee of the Corporation or of a subsidiary of the Corporation. All members of the HRCC are independent within the meaning of National Instrument 52-110 Audit Committees.

The mandate of the HRCC consists of monitoring the performance assessment, succession planning and compensation of the NEOs and reviewing human-resources practices generally. Other responsibilities include: (i) appointing the executive officers of the Corporation upon recommendation of the CEO; (ii) reviewing the performance evaluations of the NEOs; (iii) recommending the NEOs’ compensation levels to the Board of Directors; and (iv) retaining consulting services of outside experts for advice on executive compensation matters.

The HRCC monitors and assesses the performance of the NEOs and determines compensation levels on an annual basis. In its assessment of the annual compensation of the NEOs, the HRCC takes into consideration the median compensation paid by other Canadian and American companies of comparable size and the absolute and relative performance of the Corporation relative to such other companies. In addition, the HRCC considers other relevant factors such as pension benefits and costs. During the 2024 financial year, the HRCC held four in camera sessions without members of management present at which the HRCC discussed, among other things, the compensation of the CEO.

The following table sets out the respective roles of the HRCC and management with regards to compensation decisions:

The members of the HRCC have experience in executive compensation either as officers or directors of public companies.

The Board of Directors considers that the members of the HRCC together have the knowledge, the experience and the right profile in order to fulfill the HRCC mandate. As at December 31, 2024, none of the HRCC members was CEO of a public company.

The following table sets out the HRCC members, their experience in executive compensation and their competencies and experience in compensation policies and practices decision making:

The HRCC has the authority to retain independent consultants to advise it on compensation policy issues. During the 2024, 2023 and 2022 financial years, Willis Towers Watson (“WTW”), Mercer and Korn Ferry were retained by the HRCC to review the compensation of the Corporation’s executives and other matters relating to executive compensation.

The HRCC is not required to pre-approve other services that WTW and Mercer or their respective affiliates provide to the Corporation at the request of management.

Executive Compensation and Succession Planning-Related Fees

“Executive Compensation and Succession Planning-Related Fees” consist of fees for professional services billed by each consultant or advisor, or any of its affiliates, that are related to determining compensation and succession planning for any of the Corporation’s executive officers. WTW, Mercer and Korn Ferry billed the Corporation an aggregate of $234,875(1), $51,832 and $320,812 in Executive Compensation and Succession Planning-Related Fees in 2024, 2023 and 2022, respectively.

Because of the policies and procedures that the HRCC and its consultants have established, the HRCC is confident that the advice it receives from any individual executive compensation advisor is objective and not influenced by the relationships of the consultants or their affiliates with the Corporation.

(1) Includes fees related to compensation data surveys for non-executives.

The Corporation’s compensation policies and practices encourage behaviour which aligns with the long-term interests of the Corporation and its shareholders. The HRCC ensures that the policies, practices, and plans respect applicable laws and continuously seeks improvement in compensation risk management monitoring.

In fiscal years 2022 and 2024, the HRCC conducted a review of the Corporation’s compensation program, policies and practices based on several criteria such as the governance of the plans, the nature and mix of performance measures, the weighting of the compensation elements within the pay mix and the goal-setting process. Further to this review, the HRCC was satisfied that there are no risks arising from the Corporation’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

On October 23, 2023 the Corporation adopted a new clawback policy to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified by Section 10D of the Securities Exchange Act of 1934, and Section 303A.14 of the NYSE Listed Company Manual, which require the recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in an issuer’s financial statements. This policy is designed to set the guidelines for recovery of performance-based compensation of NEOs and other executives of the Corporation within the meaning of Rule 10D-1(d) of the Securities Exchange Act of 1934, in the event that, after the effective date, the Corporation is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. See “Corporate Governance - Ethical Business Conduct” below.

2.6 Anti-Hedging Policy

The Corporation adopted an anti-hedging policy with effect from January 1, 2015. The policy prohibits directors and other senior executives of the Corporation from using derivatives or other financial instruments to retain legal ownership of their shares in the Corporation while reducing their exposure to changes in the Corporation’s share price. See “Corporate Governance - Ethical Business Conduct” below.

2.7 Succession Planning

The Board of Directors of the Corporation has the mandate to review and support the succession plan for its senior officers and to ensure that actions are taken to manage leadership and talent risk. Since 2014, successor identification efforts have been carried out and individual career plans drafted, resulting in many candidates moving into senior management positions (executive level). The Board closely tracks the development of key talent at the Corporation, including planning for emergency replacements and contingencies.

In 2019, a CEO succession planning process was developed and agreed upon. The Corporation’s plan provides a process for both a planned CEO retirement, as well as an unplanned CEO departure as a result of unforeseen circumstances. The Corporation does not anticipate CEO retirement in the near term.

In 2022, the Corporation focused on the top executives from the business units as well as key high potential talent who have not yet been assessed – for a total of 20 candidates. All Officers (EVPs) were, therefore, reassessed based on a CEO profile built in conjunction with the members of the Board of Directors.

The assessment process and tools were holistic, and included feedback and insights, as well as offered a career/development path, including customized 360 feedback, and comparable market insights. Results of the psychometric and feedback tests were shared with each leader and overall assessment profiles were validated with the immediate supervisor of the leader.

The EVP assessments were shared with the Board of Directors as well as the progression of the leaders assessed since 2014, and the analysis of the entire succession cohort, providing the Board of Directors with a full view of the impact of the succession program over the years (for instance, career plans were fully executed, and leaders did progress in various new roles over the last decade).

As a result of the leadership talent assessments of 2022, the Corporation adapted certain roles and organizational structures in 2023 to enable identified successors to expand their cross-segment business knowledge in preparation for more senior roles, up to and including CEO. The experience and development plans, approved by the Board of Directors, were deployed to facilitate the leaders’ growth and, in 2024, the Board of Directors assessed the leaders’ progress against their respective development plans, and the Corporation succession needs to make any requisite adjustments.

In 2024, the leadership assessment focused on nine key leaders within the organization, including two Executive Vice Presidents (EVPs), who were assessed based on the CEO profile. The assessment utilized the same comprehensive suite of tools as in previous years, ensuring consistency and reliability across assessments. The EVPs received customized 360-degree feedback to provide tailored insights, while the remaining leaders completed psychometric tests, which are part of the Corporation’s standard leadership assessment process.

The assessment was holistic in nature, covering leadership behaviors, development potential, and succession planning. As part of the process, the Corporation also assessed the leadership succession pipeline for all individuals, ensuring a clear view of potential future leaders and organizational preparedness.

Results from the psychometric evaluations and 360-degree feedback were shared with each leader individually, providing them with actionable insights and a path for further growth. Additionally, all assessment profiles were validated in collaboration with the respective immediate supervisors to ensure alignment with organizational goals and expectations.

The 2024 report highlights the ongoing development and movement of leaders within the organization, offering insights into the effectiveness of the succession program and the readiness of leadership for the future.

3.0 Determining Compensation

3.1 Compensation Philosophy and Program Objectives

Compensation is designed to attract, motivate, and retain high-performing senior executives. The compensation program is intended to reward overall operational performance and surplus cash creation and is closely linked to corporate performance (a pay-for-performance philosophy). The compensation program aligns the executives’ interests with those of the Corporation’s shareholders by providing them with equity-based incentive plans and the opportunity for total compensation that is competitive with the compensation received by executives employed by a group of comparable companies.

3.2 Benchmarking Practices and Positioning

The Corporation’s compensation philosophy for the President and CEO is to position base salary, total target cash compensation (base salary and target short-term incentives) and total target direct compensation (total target cash compensation and LTIs) at the upper quartile of the Corporation’s comparator group. This target positioning is intended to reflect the President and CEO’s role as founder of the Corporation. For the other NEOs, the Corporation’s target positioning is to align base salary, total target cash compensation and total target direct compensation at the median of the market, with the possibility to reach the upper quartile for strong performance.

The composition of the comparator group is reviewed periodically by the HRCC, to ensure its continued relevance. In 2024, Mercer was mandated by the Board of Directors to conduct a thorough executive benchmarking review and provide market data for benchmarking aggregate total direct compensation and each individual element. As a result of this review, the comparator group has been updated and is comprised of Canadian and American companies of similar size to the Corporation from various industries to reflect the scope of the executive roles, as well as other Canadian and American companies with which the Corporation competes for executive talent within the same industry.

The comparator group is comprised of four Canadian companies and twelve American companies listed below, with annual revenues between $4.1 billion and $17.7 billion (median revenues are in line with those of the Corporation) and meeting one or more of the following criteria:

Revenue size is considered relevant in selecting comparators given the correlation between pay levels and company size. The industry sector is considered relevant in selecting comparators, as the Corporation competes directly with these organizations for customers, revenue, executive talent, and capital. The nature of the organization (i.e., autonomous, publicly traded, entrepreneurial, growth by acquisitions) is considered relevant as an indicator of the level of complexity, job scope and responsibility associated with senior executive positions.

The updated comparator group is comprised of the following companies:

RXO Logistics was added to the comparator group in 2024 after entering into an agreement to acquire Coyote Logistics from UPS.

The median revenues of the comparator group were $7.5B versus the Corporation’s revenues of $7.3B and the median market cap was $11.4B versus the Corporation’s market cap of $11.4B as at December 31, 2024.

3.3 Compensation Elements

The Corporation’s executive compensation program is structured to have three main components: base salary, short-term incentives (bonuses), and LTIs, including restricted share units (“RSUs”) and performance share units (“PSUs”). The following table sets out the Corporation’s plans by component of compensation and discusses how each component relates to the Corporation’s overall executive compensation objective.

The variable components of the Corporation’s executive compensation program are designed to closely link the compensation of the Corporation’s NEOs, senior executives and management employees with the performance of the Corporation and its subsidiaries (a pay-for-performance philosophy).

3.3.1 Base Salary

In approving the base salary of the NEOs, including the President and CEO, the HRCC takes into consideration the salaries paid to senior executives of other Canadian and American companies holding positions of similar importance, scope and complexity. The HRCC reviews the base salary of each NEO on a regular basis so that it may recommend to the Board of Directors that appropriate adjustments be made thereto in order to ensure that the salaries of the Corporation’s NEOs remain competitive as per the compensation program objectives.

3.3.2 Short-Term Incentive Plan

NEOs and other senior executives of a group or division within the Corporation are eligible to receive an annual bonus under a short-term incentive plan (“STIP”). The STIP provides an opportunity to receive an annual cash payment based on the degree of achievement of objectives set by the Board of Directors upon recommendation by the HRCC. The objectives of the STIP are to reward achievement based on the Corporation’s financial performance and strengthen the link between pay and performance.

The following table sets out the performance weightings and the potential STIP payouts as a percentage of base salary for the NEOs in 2024:

For the CEO, Alain Bédard, the 2024 STIP is based 80% on financial objectives of the Corporation and 20% on non-financial strategic objectives focused on acquisition strategy (10%), as well as strategic vision and organizational effectiveness (10%). In order to be eligible to receive any payout under the 2024 STIP in respect of the financial-objectives component, a minimum performance threshold of 80% of the budgeted Revenues/Operating Earnings/Earnings before interest, taxes, depreciation and amortization (“EBITDA”)/ Free Cash flow measures and Adjusted Diluted EPS is required.

For the CFO, David Saperstein 80% of the 2024 STIP is based on financial objectives of the Corporation as referred to in the above table, and 20% on corporate SOX score. In order to be eligible to receive any payout under the 2024 STIP in respect of the financial-objectives component, a minimum performance threshold of 80% of the budgeted Revenues/Operating Earnings/Earnings before interest, taxes, depreciation and amortization (“EBITDA”)/ Free Cash flow measures and Adjusted Diluted EPS is required.

For other NEOs, 80% of the 2024 STIP is based on attainment of budgeted Operating Earnings in their respective business units and 20% is based on non-financial strategic individual targets for their respective business units.

The Board of Directors, upon recommendation by the HRCC, may modify actual STIP awards either upwards or downwards taking into consideration exceptional circumstances as deemed appropriate. The overall mix of financial objectives reflects the Corporation’s balanced focus on top-line growth as well as bottom-line profitability. As well, for other NEOs, the STIP performance indicators recognize the importance of the strong entrepreneurial culture and the autonomy of each entity within the Corporation.

For the 2024 fiscal year, the HRCC approved the payment of an aggregate of $3,347,067 under the STIP for the NEOs. The Canadian portion thereof was converted to USD based on the average exchange rate of the Bank of Canada for 2024 (1.00 USD = 1.3698 CAD).

Target performance goals in 2024

The following table sets out the impact of the Corporation’s financial performance on the compensation earned by the NEOs during fiscal year 2024.

CEO

For the CEO, the following non-financial objectives were also identified and measured in 2024:

CFO

For the CFO, the following non-financial objectives was also identified and measured in 2024:

Other NEOs

3.3.3 Long-Term Incentive Plans

Long-Term Incentive Policy

The Corporation’s long-term incentive philosophy is to provide executives with long-term compensation that aligns their interests with those of shareholders. Besides the link with the long-term performance of the stock, the LTI (“LTI”) plans are also subject to rigorous performance hurdles that further ensures that pay is aligned with performance. Each participant’s annual long term incentive allocation

will be split in two equally weighted awards of RSUs and PSUs. The RSUs will be subject only to a time cliff vesting condition on the third anniversary of the award whereas the PSUs will be subject to both performance and time cliff vesting conditions on the third anniversary of the award. The performance conditions attached to the PSUs will be equally weighted between an absolute EBIT objective and relative total shareholder return (“TSR”). For purposes of the relative TSR portion, there will be two equally weighted comparisons: the first portion will be compared against the TSR of a group of industry peers and the second portion will be compared against the S&P/TSX60 index. This combination highlights (i) the retention element of the equity awards, (ii) the “at risk” nature of the equity awards, and (iii) the tie to Corporation performance for the PSUs.

The following table summarizes the Corporation’s LTI policy applicable in 2024:

Time-based long-term incentives

Time-based LTIs represent 50% of total LTIs and are principally granted or awarded for retention purposes.

Performance-based long-term incentives

As set out above, a large portion (50%) of the Corporation’s LTIs is subject to performance conditions. The performance conditions attached to the PSUs will be equally weighted between an absolute EBIT objective and relative TSR. For purposes of the relative TSR portion, there will be two equally weighted comparisons: the first portion will be compared against the TSR of a group of trucking industry peers and the second portion will be compared against the S&P/TSX60 index.

Determination of grant and award sizes for 2024

The updated group of industry peers is comprised of the following companies, which are of comparable size and industry:

The following table sets out the guideline LTI award, the target number of RSUs and PSUs that can be granted or awarded to NEOs under the 2024 grant - reference period: January 1, 2024 to December 31, 2024:

(1) LTI award size = Participant’s Base Salary at Award Date x Target Award of each Participant

Share Price

For purposes of determining the LTI Award size, the Participant’s Base Salary in local currency and Share Price based on local market (TSX or NYSE) is used.

Restricted Share Unit Plan

On January 1, 2020, the Board of Directors established the RSU Plan for officers and employees of the Corporation and its subsidiaries. The following is a description of the RSU Plan:

Performance Share Unit Plan

On January 1, 2020, the Board of Directors established the Performance Share Unit Plan for officers and employee of the Corporation and its subsidiaries (the “PSU Plan”). The following is a description of the PSU Plan:

2012 Stock Option Plan

On April 26, 2012, the Board of Directors of the Corporation established the 2012 Plan for officers and employees of the Corporation and its subsidiaries. The shareholders of the Corporation approved the 2012 Plan on April 26, 2013. The 2012 Plan incorporates amendments adopted by the Board of Directors on February 28, 2013 and July 24, 2014, respectively.

The 2012 Plan replaced the 2008 Stock Option Plan of the Corporation (the “2008 Plan”), in that no further stock options have been granted under the 2008 Plan. The following is a description of the 2012 Plan, as required by the TSX:

Stock Options Issued and Outstanding and “Annual Burn Rate”

The following table sets out information regarding the Corporation’s shares reserved as at December 31, 2024 for purposes of equity compensation:

The table below sets out the number of options granted, outstanding and available for grant under the 2012 Plan as at December 31, 2024:

3.4 Executive Stock Ownership Policy

On January 1, 2020, the Corporation amended and restated its Executive Stock Ownership guideline policy applicable to certain designated executive officers, including NEOs (the “Designated Executives”), which requires them to maintain share ownership levels that meet or exceed the following guidelines:

Designated Executives must retain and not dispose of, sell or transfer 100% of Gain Shares resulting from the exercise of stock options, 100% of after-tax shares resulting from the vesting of PSUs and 100% of after-tax shares resulting from the vesting of PSUs. “Gain Shares” means the net number of shares left subsequent to the sale of shares used for payment of the shares issued upon exercise or settlement and for any tax withholding obligations.

Designated Executives who were subject to the previous “Executive Stock Holding Policy” of the Corporation will continue to benefit from its original five year period to meet the required level of stock ownership applicable to their position under the current policy.

New Designated Executives have five years from the date of their first grant of PSU and RSU to meet the required level of stock ownership applicable to their position.

A Designated Executive who is subsequently promoted to a higher level of Designated Executive will have five years from the date of promotion to acquire any additional shares to comply with the required level of share ownership.

The following types of equity instruments are included in determining share ownership for purposes of this policy:

The following table sets out the minimum share ownership requirement of each NEO and related information:

3.5 Rules of Conduct of Insiders Respecting Trading of Securities of the Corporation

The Rules of Conduct of Insiders Respecting Trading of Securities of the Corporation apply to the members of the Board of Directors, to senior executives of the Corporation and its major subsidiaries and to participants under the Corporation’s LTIP. The Rules of Conduct provide for “blackout” and “restrictive” periods during which trading in the securities of the Corporation is not permitted. For Board of Directors and senior executive of the Corporation prior written approval before trading in securities of the Corporation be obtained from the Secretary of the Corporation.

The Anti-Hedging Policy of the Corporation was adopted to prohibit directors and other senior executives of the Corporation and its divisions from using derivatives or other financial instruments to retain legal ownership of their shares in the Corporation while reducing their exposure to changes in the Corporation’s share price.

See “Corporate Governance - Ethical Business Conduct” below.

3.6 Performance Graph

The following graph compares the total return of a $100 investment in the common shares of the Corporation made on January 2, 2020 with the cumulative return of the S&P TSX Capped Equity Index for the five-year period ended December 31, 2024.

3.7 President and CEO Compensation Look-back table and Five-Year TSR Comparison

The Corporation’s compensation policies are designed to align compensation with the creation of shareholder value. As a result, a significant portion of the President and CEO’s compensation is at risk and LTIs are structured to deliver compensation value if value is created for shareholders. The table below demonstrates the current value (both realized and realizable) as at December 31, 2024. The compensation outcomes are set against the performance of the yearly cumulative TSR on a $100 investment in the Corporation’s common shares on January 1, 2019 to December 31, 2024. It assumes reinvestment of all dividends during the covered period.

3.8 Trend and NEO Compensation Relative to Total Shareholder Return

The trend in the compensation of the NEOs has to some extent followed, although is less pronounced than, the trend of increasing TSR over the last five years as per the table below:

3.9 Cost of Management Ratio

The following table sets out the total cost of compensation to the NEOs expressed as a percentage of EBIT and as a percentage of the Corporation’s equity market capitalization for the fiscal years ended December 31, 2024, 2023, and 2022:

4.0 Summary Compensation Table

The numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table.

The following table sets out all annual and long-term compensation earned by the NEOs for services rendered in all capacities to the Corporation and its subsidiaries during the fiscal years ended December 31, 2024, 2023 and 2022:

5.0 Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table sets out information with respect to all unexercised option-based and share-based awards granted to NEOs outstanding as at December 31, 2024:

Incentive plan awards – value vested or earned during the year

The following table sets out the value of options vested, or bonuses earned by NEOs during the fiscal year ended December 31, 2024:

The following table sets out the realized value upon exercise of vested options by NEOs during the fiscal year ended December 31, 2024: