DEF 14A of QXO, Inc., Mar 24, 2026

DEF 14A of QXO, Inc.

Filed Mar 24, 2026 · FY20250001104659-26-033501

Open on EDGAR

  1. DIRECTORS

    DIRECTORS Our Board currently consists of seven members. Pursuant to our Fifth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), Jacobs Private Equity II, LLC (“JPE”) has the right to designate for nomination by our Board (i) 40% of the members of our Board so long as the Investors (as defined below) own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 30% (but less than 45%) of the voting power of our capital stock on a fully-diluted basis, (ii) 33% of the members of our Board so long as the Investors own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 15% (but less than 30%) of the voting power of our capital stock on a fully-diluted basis and (iii) two members of our Board so long as the Investors own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 5% (but less than 15%) of the voting power of our capital stock on a fully-diluted basis. JPE has additional designation rights under the Certificate of Incorporation for higher voting power thresholds, which JPE’s ownership does not currently exceed. The foregoing rights of JPE under the Certificate of Incorporation are in addition to, and not in limitation of, JPE’s voting rights as a holder of capital stock of our company. Our Board has nominated all of the current directors to stand for election at the Annual Meeting, as set forth in Proposal 1 on page 42 of this Proxy Statement. None of the foregoing will prevent our Board from acting in accordance with its fiduciary duties or applicable law or stock exchange requirements or from acting in good faith in accordance with our governing documents, while giving due consideration to the intent of our Certificate of Incorporation.

  2. DIRECTORS

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  3. DIRECTORS

    Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes, or skills that led our Board to conclude that each should serve as a director.

  4. DIRECTORS

    | Brad Jacobs Age: 69 | Chairman and Director since June 6, 2024 | | | Mr. Jacobs has served as chief executive officer and chairman of our board of directors since June 6, 2024. He previously served as the executive chairman of the board of directors of XPO, Inc. (XPO) from November 1, 2022 until December 31, 2025, and chairman and chief executive officer from September 2, 2011 to November 1, 2022. Mr. Jacobs also served as non-executive chairman of the board of directors of GXO Logistics, Inc. from August 2, 2021 until December 31, 2025, and RXO, Inc. from November 1, 2022 until May 21, 2025. Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC. Prior to XPO, Mr. Jacobs led two public companies: United Rentals, Inc., 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 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: ▪ Past and current experience as the chairman of the boards of directors of several public companies, where Mr. Jacobs provided valuable operational insights and strategic and long-term planning capabilities; and ▪ Founder of eight multibillion-dollar companies that created significant value for stockholders, and a successful track record of leading companies that execute strategies similar to ours. | |

  5. DIRECTORS

    | Jason Aiken Age: 53 | Independent Director since June 6, 2024 | | | Mr. Aiken has served as a director of the company since June 6, 2024. He has served as executive vice president, combat and mission systems, of General Dynamics Corporation since June 2025. Previously, he held the role of executive vice president, technologies from January 2023 to June 2025, the joint role of executive vice president, technologies, and chief financial officer from January 2023 to February 2024, and senior vice president and chief financial officer from January 2014 to January 2023. Earlier, Mr. Aiken was the senior vice president and chief financial officer of General Dynamics subsidiary Gulfstream Aerospace Corporation, and held positions with General Dynamics, including vice president and controller, staff vice president of accounting and director of consolidation accounting. Prior to joining General Dynamics, Mr. Aiken was an audit manager with Arthur Andersen LLP in Washington, D.C., where he provided audit and consulting services for defense contractors. He holds an MBA degree from the Kellogg School of Management at Northwestern University, and a bachelor’s degree in business administration and accounting from Washington and Lee University. | | Board Committees: ▪ Chairman of the Audit Committee Other Public Company Boards: None Mr. Aiken brings to the Board: ▪ Financial and accounting expertise through his service as chief financial officer and other senior finance positions with a Fortune 100 company giving Mr. Aiken the knowledge needed to serve on our Board and lead the Audit Committee as committee chair; and ▪ Senior operational, transactional and strategic experience essential for QXO to drive stockholder value creation. | |

  6. DIRECTORS

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  7. DIRECTORS

    | Marlene Colucci Age: 63 | Independent Director since June 6, 2024 | | | Ms. Colucci has served as a director of the company since June 6, 2024. She has served as the chief executive officer 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 is lead independent director of the board of directors of GXO Logistics, Inc., where she serves as a member of its compensation committee and nominating, corporate governance and sustainability committee. Ms. Colucci holds a JD degree from Georgetown University Law Center. | | Board Committees: ▪ Chair of the Nominating, Corporate Governance and Sustainability Committee ▪ Member of the Compensation and Talent Committee Other Public Company Boards: GXO Logistics, Inc. (NYSE: GXO) Ms. Colucci brings to the Board: ▪ Experience with public policy development, including labor and transportation policy, from over two decades of relevant government and private sector experience; and ▪ Knowledge 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. | |

  8. DIRECTORS

    | Mario Harik Age: 45 | Director since June 6, 2024 | | | Mr. Harik has served as a director of the company since June 6, 2024. He has led XPO, Inc. (XPO) as chief executive officer since November 2022 and a member of its board, serving as chairman of the board since January 1, 2026 and chairing its operational excellence committee. He joined XPO in 2011 as chief information officer and held additional roles as chief customer officer and president, North American less-than-truckload. His prior career included chief information officer with Oakleaf Waste Management, chief technology officer with Tallan, Inc., and co-founder of G3 Analyst. He holds a master’s degree in engineering, information technology from Massachusetts Institute of Technology, and a degree in engineering, computer and communications from the American University of Beirut in Lebanon. | | Board Committees: None Other Public Company Boards: XPO, Inc. (NYSE: XPO) Mr. Harik brings to the Board: ▪ Leadership experience as XPO’s chief executive officer; and ▪ Expertise in the development and application of technology solutions that increase operational efficiency and productivity and enhance customer experience in multinational organizations within similar industries. | |

  9. DIRECTORS

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  10. DIRECTORS

    | Mary Kissel Age: 49 | Independent Director since June 6, 2024 | | | Ms. Kissel has served as a director of the company since June 6, 2024. She has served as executive vice president and senior policy advisor with Stephens Inc. since March 2021. Previously, Ms. Kissel served as senior advisor to the U.S. Secretary of State from October 2018 to January 2021. Prior to joining the State Department, she was a member of The Wall Street Journal editorial board in New York and editorial page editor for Asia Pacific in Hong Kong. She began her career at Goldman Sachs. Ms. Kissel is a nonresident senior fellow at Hudson Institute, a member of the Council on Foreign Relations, a director of the American Australian Council, and a trustee of the Center for Integrity in News Reporting. She is vice chairman of the board of directors of RXO, Inc. and a member of its compensation committee. Ms. Kissel holds a master’s degree from Johns Hopkins School of Advanced International Studies, and a bachelor’s degree in government from Harvard University. | | Board Committees: ▪ Member of the Audit Committee ▪ Member of the Compensation and Talent Committee ▪ Member of the Nominating, Corporate Governance and Sustainability Committee Other Public Company Boards: RXO, Inc. (NYSE: RXO) Ms. Kissel brings to the Board: ▪ Expertise in geopolitics, risk advisory, public policy and their impact on businesses; and ▪ Experience in strategic communications, media and government affairs. | |

  11. DIRECTORS

    | Jared Kushner Age: 45 | Independent Director since July 22, 2024 | | | Mr. Kushner has served as a director of the company since July 22, 2024. He is the chief executive officer of Affinity Partners, a global investment firm with over $6 billion under management. From 2017 to 2021, he served as senior advisor to the President of the United States. In this role, Mr. Kushner managed the U.S.-Mexico relationship, led Middle East peace efforts, and negotiated the overhaul of America’s federal prison and criminal justice systems. Previously, Mr. Kushner was the chief executive officer of Kushner Companies, a New York-based real estate developer. He holds JD and MBA degrees from New York University, and a bachelor’s degree from Harvard University. | | Board Committees: None Other Public Company Boards: None Mr. Kushner brings to the Board: ▪ Background in growth investing across equities and real estate; and ▪ Experience in geopolitics, public policy, and their impact on business. | |

  12. DIRECTORS

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  13. DIRECTORS

    | Allison Landry Age: 47 | Lead Independent Director since June 6, 2024 | | | Ms. Landry has served as lead independent director of the company since June 6, 2024. She was a senior transportation research analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries from September 2005 to July 2021. Previously, she was a financial analyst and senior accountant with OneBeacon Insurance Co. (now Intact Insurance Specialty Solutions). She serves as vice chair of the board of directors of XPO, Inc. and as a member of its audit committee, compensation and human capital committee, and operational excellence committee. She holds an MBA degree from Boston University’s Questrom School of Business, and a bachelor’s degree in psychology from College of the Holy Cross. | | Board Committees: ▪ Member of the Audit Committee ▪ Chair of the Compensation and Talent Committee ▪ Member of the Nominating, Corporate Governance and Sustainability Committee Other Public Company Boards: XPO, Inc. (NYSE: XPO) Ms. Landry brings to the Board: ▪ Experience in the equity markets giving Ms. Landry an understanding of stockholder value creation as chair of the Board’s Compensation and Talent Committee; and ▪ Knowledge of financial analysis in the transportation sector enabling Ms. Landry to help guide QXO in identifying strategic opportunities for profitable growth. | |

  14. DIRECTORS

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  15. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

    SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

  16. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

    | | Brad Jacobs | Jason Aiken | Marlene Colucci | Mario Harik | Mary Kissel | Jared Kushner | Allison Landry | | BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy. | | | | | | | | | CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests. | | | | | | | | | CUSTOMER SERVICE experience brings an important perspective to our Board, given the importance of customer retention to our business model. | | | | | | | | | ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience allows our Board’s oversight to guide our long-term value creation for stockholders in a way that is sustainable. | | | | | | | | | EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our company’s organic and inorganic growth strategy, roadmap and timeline, as well as our investments in technological solutions that optimize our operations and enhance customer experience. | | | | | | | | | CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our directors in overseeing our financial reporting and internal controls. | | | | | | | | | HUMAN RESOURCES MANAGEMENT experience allows our Board to support our goals of making QXO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities. | | | | | | | | | TALENT DEVELOPMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams. | | | | | | | | | SALES AND MARKETING experience helps our Board assist with our business strategy and with developing new services and operations. | | | | | | | | | MERGERS AND ACQUISITIONS, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and realize synergies. | | | | | | | | | RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures. | | | | | | | | | TECHNOLOGY AND INFORMATION SYSTEMS experience provides valuable insights as we continually seek to enhance customer outcomes and internal operations. | | | | | | | |

  17. SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

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  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION See section below titled “Executive Compensation — 2025 Director Compensation Table” for information concerning the compensation of each person who served as a non-employee director of our company during 2025. In June 2024, we approved compensation for our non-employee directors of an annual cash retainer of $100,000, payable quarterly in arrears, and expected annual time-based restricted stock units worth $175,000. The lead independent director receives an additional $30,000 annual cash retainer, payable quarterly in arrears; and the chairs of our Audit Committee, our Compensation and Talent Committee and our Nominating, Corporate Governance and Sustainability Committee each receives an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears. Directors who are employees of our company do not receive additional compensation for service as members of either our Board or its committees. Changes to the compensation of our directors are subject to approval by our Compensation and Talent Committee or Board. No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.

  19. EXECUTIVE COMPENSATION OVERVIEW

    EXECUTIVE COMPENSATION OVERVIEW Our executive compensation program is designed to attract, retain, and motivate exceptional leadership talent while aligning compensation with long-term stockholder value creation. It is built on a pay-for-performance philosophy that emphasizes equity-based incentives tied to sustainable value creation and stockholder alignment. Specifically, our program is intended to: ▪ Provide competitive compensation to minimize disruption and retain key talent; ▪ Motivate executives to deliver on short- and long-term strategic goals; and ▪ Align executive rewards with long-term increases in stockholder value. The 2025 compensation for our executive team included market-based salaries, a target annual cash-based short-term incentive (“STI”), and for Messrs. Liborski and Signorello, equity-based long-term incentive (“LTI”) awards. Messrs. Jacobs and Essaid received equity awards that were granted in 2024 following the closing of the Equity Investment and are reflected in the “Stock Awards” column of the Summary Compensation Table. Our long-term incentive plan includes restricted stock unit awards that may be subject to time-based vesting (“RSUs”), performance-based vesting (“PSUs”), or both. These award structures directly link executive compensation to QXO’s long-term success.

  20. ANNUAL CASH-BASED SHORT-TERM INCENTIVES

    ANNUAL CASH-BASED SHORT-TERM INCENTIVES The second component of our compensation program is an annual cash-based short-term incentive (“STI”). STI awards are designed to reward our NEOs for performance against pre-established metrics set by the Compensation and Talent Committee at the beginning of each fiscal year. STI reflects the Company’s belief that management’s contribution to long-term stockholder returns comes from increasing current earnings and top-line growth rates. For fiscal year 2025, the Compensation and Talent Committee established the following target metrics after the close of the Beacon acquisition for each NEO: (i) 50% on a company-wide Adjusted EBITDA target and (ii) 50% on a company-wide revenue target. For fiscal year 2025, Adjusted EBITDA means net income (loss) excluding depreciation; amortization; interest (income)

  21. ANNUAL CASH-BASED SHORT-TERM INCENTIVES

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  22. ANNUAL CASH-BASED SHORT-TERM INCENTIVES

    expense, net; loss on debt extinguishment; stock-based compensation; provision for (benefit from) income taxes; restructuring costs; transaction costs; transformation costs; and inventory fair value adjustments that we do not consider representative of our underlying operations. For fiscal year 2025, the company did not achieve threshold performance for the Adjusted EBITDA target and achieved 95.4% of the revenue target. While these results would have resulted in a 38.5% of target payout for each NEO, management recommended to the Compensation and Talent Committee that it exercise negative discretion to reduce the payout for each NEO to zero. In reaching this determination, the committee considered management’s recommendation and the company’s overall financial performance for the year, including that Adjusted EBITDA performance did not meet the threshold level established for the incentive plan. The committee places significant emphasis on profitability as the primary driver of long-term value creation for our stockholders, and determined that reducing the payout to zero was appropriate to maintain alignment between executive compensation outcomes and overall company performance.

  23. EQUITY-BASED LONG-TERM INCENTIVES

    EQUITY-BASED LONG-TERM INCENTIVES The third component of our compensation program is equity-based long-term incentives (“LTI”). LTI awards are designed to provide our NEOs with equity incentives tied to sustainable value creation and stockholder alignment. In accordance with their respective employment agreements, in fiscal year 2024, Messrs. Jacobs and Essaid were awarded LTI awards. Their employment agreements stated that their respective LTI grants awarded in 2024 intended to cover a five-year equity package rather than recurring annual awards. Mr. Signorello was also awarded LTI grants in 2024 in connection with his offer of employment. While his employment terms differ from those of the company’s chief executive officer and chief financial officer and are set forth in an offer letter rather than a formal employment agreement, the structure of his equity awards is consistent with that of our other NEOs. Details of the fiscal year 2024 awards are set forth in the section titled “Overview of 2024 Executive Employment Agreements”. No additional LTI awards have been granted to Messrs. Jacobs or Essaid since that time. Upon hire on April 21, 2025, Mr. Liborski received an LTI award consisting of time-vested restricted stock units (“RSU”) and performance-vested restricted stock units (“PSU”) with the type of performance goals similar to those granted to the other NEOs in 2024. ▪ RSU Vesting. The RSUs will vest in five annual installments. The initial vesting on December 31, 2026 will cover 15% of the award. The next two installments, on December 31, 2027 and December 31, 2028, will each cover 17.5%. The final two installments, on December 31, 2029 and December 31, 2030 will each cover 25% of the total RSUs. ▪ PSU Vesting. The PSUs will be earned based on performance goals relating to the company’s total shareholder return (“TSR”) compared to the TSR ranking of each company that is in the S&P 500 Index. The performance goals for 50% of the PSUs will be measured over a cumulative performance period that ends on December 31, 2028 (“Cliff Tranche PSUs”). The performance goals for the remainder of the PSUs will be measured based on three designated performance periods that occur within the cumulative period (“Annual Tranche PSUs”). The initial Annual Tranche PSUs, weighted at 25% of the award, will be eligible for vesting upon determination of performance from the grant date through December 31, 2026. The second and third Annual Tranche PSUs, each weighted at 12.5% of the award, will be eligible for vesting upon determination of performance for the annual periods ending on December 31, 2027 and December 31, 2028, respectively. The PSUs for each tranche may be earned at a level ranging from zero to 225% of the target level, depending upon the degree of achievement as shown in the following payout matrix:

  24. EQUITY-BASED LONG-TERM INCENTIVES

    | Percentile Position | Percentage of Target Earned* | | Below 55th | 0% | | 55th | 100% | | 65th | 150% | | 75th | 175% | | 80th | 200% | | 90th | 225% |

  25. EQUITY-BASED LONG-TERM INCENTIVES

    * Linear interpolation would be applicable between specified levels above 55th percentile. No PSUs would be earned for performance below the 55th percentile. On July 16, 2025, Mr. Signorello received an LTI award consisting entirely of PSUs, in recognition of his performance during the Beacon acquisition and to further align his long-term incentive pay to market and internal equity levels. The performance goals for vesting are the same as those for Mr. Liborski’s PSU described above.

  26. EQUITY-BASED LONG-TERM INCENTIVES

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  27. EQUITY-BASED LONG-TERM INCENTIVES

    The grant date fair value of the fiscal year 2025 awards may be found in the Summary Compensation Table. The first performance period for the fiscal year 2024 awards ended on December 31, 2025, resulting in the vesting of the initial Annual Tranche of the 2024 PSU awards for Messrs. Jacobs, Essaid and Signorello. On January 15, 2026, the Compensation and Talent Committee certified QXO’s TSR performance for that period at the 100th percentile relative to all S&P 500 Index companies, and the initial Annual Tranche of the 2024 PSU awards for Messrs. Jacobs, Essaid and Signorello vested at 225% of the target. Details of the fiscal year 2024 awards are set forth in the section titled “Overview of 2024 Executive Employment Agreements”.

  28. LONG-TERM FOCUS AND STOCKHOLDER ALIGNMENT

    LONG-TERM FOCUS AND STOCKHOLDER ALIGNMENT The LTI awards granted to our NEOs include rigorous performance-based vesting hurdles. These performance conditions are intentionally challenging, ensuring that any payout from PSUs is earned only through exceptional, long-term value creation for stockholders. At QXO, no payout is made unless total stockholder return (“TSR”) exceeds the 55th percentile of the S&P 500 market index — a notably higher threshold than most peers, who typically provide partial payouts below target. Additionally, maximum payout of 225% of target is reserved for top-tier performance at or above the 90th percentile, compared to the more common 75th percentile maximum benchmark seen in the market. As a result, the future realizable value from these awards is fully contingent on exceptional business execution that delivers durable value to stockholders, as further outlined in the “Overview of 2024 Executive Employment Arrangements” section below.

  29. PAY-FOR-PERFORMANCE ALIGNMENT

    PAY-FOR-PERFORMANCE ALIGNMENT Aon, the independent compensation consultant to the Compensation and Talent Committee, has conducted an analysis for the initial Annual Tranche of PSUs in order to evaluate how well performance and earned pay for the Company’s CEO are aligned as compared with several key peers. The following graph demonstrates the degree of alignment between our CEO’s realized pay and our TSR during the period from July 30, 2024 to December 31, 2025, which is the date of the first vesting tranche for Mr. Jacobs’ initial equity award of RSUs and PSUs. Core peer companies are indicated by the circles in the chart. Our chief executive officer’s realized pay1 vs. TSR are strongly aligned. Both realized pay and performance are the highest among its core peers. QXO’s CEO realized pay for 2024-2025 consists of actual fiscal-year 2024 base salary and annual incentive paid plus the realized value for the initial Annual Tranche of RSUs vesting on December 31, 2025 (15% of the target award) and the initial Annual Tranche of PSUs ending on December 31, 2025 (12.5% of target PSUs).

  30. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following summary compensation table sets forth compensation for the “named executive officers” (“NEOs”) during the fiscal years ended December 31, 2025, and 2024, as applicable.

  31. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(5) ($) | Total ($) | | Brad Jacobs, Chairman and Chief Executive Officer | 2025 | 750,000 | — | — | — | — | — | — | 750,000 | | | 2024 | 418,269 | 750,000 | 188,199,466 | — | — | — | — | 189,367,735 | | Ihsan Essaid, Chief Financial Officer | 2025 | 900,000 | — | — | — | — | — | 10,500 | 910,500 | | | 2024 | 415,384 | 4,125,000 | 32,783,350 | — | — | — | 2,077 | 37,325,811 | | Valeri Liborski, Chief Technology Officer | 2025 | 450,000 | 195,890 | 6,904,967 | — | — | — | 10,500 | 7,561,357 | | Chris Signorello, Chief Legal Officer | 2025 | 515,000 | — | 1,677,098 | — | — | — | 594 | 2,192,692 | | | 2024 | 287,212 | 515,000 | 5,239,988 | — | — | — | — | 6,042,200 |

  32. 2025 SUMMARY COMPENSATION TABLE

    (1) Represents partial year salary for Mr. Liborski in 2025 and partial year salary in 2024 for Messrs. Jacobs, Essaid and Signorello. (2) For 2024, bonus payments were limited to target for each employee because at that time the Company was in the stage of seeking business opportunities and so did not yet have business performance metrics. As set forth in the employment agreements and offer letters, annual cash incentive plan payouts were not pro-rated for 2024. For Mr. Essaid in 2024, includes a cash signing bonus as described in the section “Employment Agreement with Ihsan Essaid, Chief Financial Officer”. For Mr. Liborski in 2025, represents a cash signing bonus upon hire on April 21, 2025. (3) All awards reported in this column reflect the grant date fair value of RSU and PSU awards granted in the applicable year, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to market conditions, which are described under the heading “Equity-Based Long-Term Incentives”. The market condition is incorporated into the grant date fair value of PSUs using a Monte Carlo valuation model. Note that these amounts may not correspond to the actual value realized by each NEO, as the value will be based upon actual company performance over the performance period. For additional information regarding the assumptions underlying the valuation of stock awards, please see Notes 2 and 8 to our consolidated financial statements, under the heading “Stock-Based Compensation”, in our Annual Report on Form 10-K for the period ending December 31, 2025. As stated in their employment agreements, the grants in 2024 to each of Mr. Jacobs and Mr. Essaid were intended to represent the equivalent of five years of annual grants (rather than the Company committing to annual grants), and they did not receive new discretionary grants in 2025. (4) There was no annual cash incentive plan payout for 2025 performance. (5) For 2024 and 2025, the amounts in this column reflect a company matching contribution under the 401(k) Plan. We have adopted a corporate aircraft policy as described in the section “Other Executive Compensation Policies or Practices” below. To the extent NEOs have spouses or guests on the corporate aircraft for business travel, if there is no incremental cost to the company, no amounts are included in this table.

  33. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following Outstanding Equity Awards table sets forth the outstanding equity awards of the company held by each NEO as of December 31, 2025.

  34. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Brad Jacobs | 3,257,775 | 62,842,480 | 16,015,113 | 308,931,530 | | Ihsan Essaid | 720,375 | 13,896,034 | 2,559,374 | 49,370,329 | | Valeri Liborski | 255,503 | 4,928,653 | 574,882 | 11,089,469 | | Chris Signorello | 140,250 | 2,705,423 | 483,750 | 9,331,538 |

  35. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    (1) RSUs granted in 2024 to Messrs. Jacobs, Essaid, and Signorello vest in 5 annual installments at each calendar year end from December 31, 2025 through 2029. RSUs granted to Mr. Liborski in 2025 vest in 5 annual installments at each calendar year end from December 31, 2026 through 2030. 15% of the RSUs vest in year 1, 17.5% in years 2 and 3, and 25% in years 4 and 5. (2) Reflects the value of the shares based on the company’s closing stock price of $19.29 on the NYSE on December 31, 2025. (3) Reflects the PSUs granted to Messrs. Jacobs, Essaid and Signorello in 2024 and to Messrs. Signorello and Liborski in 2025 at maximum payout of 225%, which was the payout level achieved for the initial Annual Tranche of the 2024 awards to Messrs. Jacobs, Essaid and Signorello. Also includes the actual earned amount for the initial Annual Tranche of the 2024 awards, for which the performance period ended on December 31, 2025 but vested on certification of results by the Compensation and Talent Committee in January 2026. The vesting dates and performance conditions are described in detail under the headings of “Equity-Based Long-Term Incentives” and “Overview of 2024 Executive Employment Arrangements”.

  36. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following Director Compensation Table sets forth the compensation of our non-employee directors for the fiscal year ending on December 31, 2025. Also see the description of our director compensation policy under “Board of Directors and Corporate Governance” above.

  37. 2025 DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Jason Aiken | 125,000 | 175,004 | 300,004 | | Marlene Colucci | 120,000 | 175,004 | 295,004 | | Mario Harik | 100,000 | 175,004 | 275,004 | | Mary Kissel | 100,000 | 175,004 | 275,004 | | Jared Kushner | 100,000 | 175,004 | 275,004 | | Allison Landry | 150,000 | 175,004 | 325,004 |

  38. 2025 DIRECTOR COMPENSATION TABLE

    (1) Excludes Mr. Jacobs, our CEO, who did not receive separate compensation for his service on the Board during 2025. (2) Reflects the directors’ annual retainer and additional retainers for service as lead independent director or committee chair, as applicable, and described in more detail above under “Board of Directors and Corporate Governance”. Reflects the grant date fair value of 12,111 RSUs granted on May 12, 2025, computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying the valuation of stock awards, please see Notes 2 and 8 to our consolidated financial statements, under the heading “Stock-Based Compensation”, in our Annual Report on Form 10-K for the period ending December 31, 2025. The total number of unvested RSUs outstanding as of December 31, 2025, for each of the listed directors was 12,111.

  39. 2025 DIRECTOR COMPENSATION TABLE

    | 36 | © 2026 QXO, Inc |

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information below is provided in accordance with the SEC pay versus performance disclosure rules set forth in Item 402(v) of Regulation S-K under the Exchange Act.

  41. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  42. 2025 Pay Versus Performance Table

    | | Summary Compensation Table Total ($)(1) | | Compensation Actually Paid ($)(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(3) | Net Income ($M)(4) | | Fiscal Year | PEO (Jacobs) | PEO (Meller) | To PEO (Jacobs) | To PEO (Meller) | | | | | | 2025 | 750,000 | — | 53,622,270 | — | 3,554,850 | 8,602,943 | 102.83 | (279.39) | | 2024 | 189,367,735 | 4,036,928 | 251,228,687 | 4,036,928 | 14,102,512 | 18,165,309 | 84.76 | 27.97 | | 2023 | — | 1,163,706 | — | 1,163,706 | 297,965 | 303,565 | 607.68 | (1.07) |

  43. 2025 Pay Versus Performance Table

    (1) Brad Jacobs has been the principal executive officer (“PEO”) since June 6, 2024, following the closing of the Equity Investment. Mark Meller was PEO for 2023 and, for 2024, until Mr. Jacobs’ appointment. For 2025, Messrs. Essaid, Liborski, and Signorello were the only non-PEO Named Executive Officers (“non-PEO NEOs”). For 2024, Mr. Essaid, Mr. Signorello and Sean Smith were the non-PEO NEOs. For 2023, Joseph Macaluso was the only non-PEO NEO. (2) The dollar amounts reported as “compensation actually paid” are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or NEO during the applicable year. In particular, our PEO’s “compensation actually paid” is attributable to QXO’s strong stock price performance during 2025, and does not reflect any additional equity grants in 2025. Due to this stock price performance, the fair value of the PEO’s outstanding equity awards increased from the beginning to the end of the year, which drives the increase in “compensation actually paid” compared to the total compensation reported in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2025 reported in the Summary Compensation Table above to determine the “compensation actually paid”:

  44. 2025 Pay Versus Performance Table

    | Year | Position | Reported Summary Compensation Table Total ($) | [Less] Reported Value of Equity Awards ($)(a) | [Plus/Minus] Equity Award Adjustments ($)(b) | [Less] Reported Change in the Actuarial Present Value of Pension Benefits ($)(c) | [Plus/Minus] Pension Benefit Adjustments ($)(d) | [Equals] Compensation Actually Paid ($) | | 2025 | PEO (Jacobs) | 750,000 | — | 52,872,270 | — | — | 53,622,270 | | 2025 | Non-PEO NEOs | 3,554,850 | (2,860,688) | 7,908,782 | — | — | 8,602,943 |

  45. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

  46. Relationship Between Compensation Actually Paid and Our Total Shareholder Return

    Relationship Between Compensation Actually Paid and Our Total Shareholder Return Long-term equity incentives represent the majority of our NEOs’ total target compensation, and stock price performance, as measured by TSR, is the primary driver of “compensation actually paid”. We also use TSR relative to the S&P 500 Index as the key performance metric for our PSUs. During 2025, QXO’s absolute TSR was 21.32%. In addition, outstanding PSUs based on relative TSR continue to trend toward above-target payouts due to QXO’s strong TSR performance relative to the companies in the S&P 500 Index following the grants made in July 2024. TSR performance reflected for 2023 is not representative of QXO’s operating performance, as it reflects the period prior to the closing of QXO’s investment in SilverSun Technologies, Inc. As a result, “compensation actually paid” to our NEOs is more closely aligned with TSR performance over the period following the closing of the Equity Investment.

  47. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income Net income is generally a key indicator of company profitability and, for QXO, may influence changes in our stock price, which in turn affects “compensation actually paid”. However, because net income has not been used as a financial performance measure in our executive compensation program, there is no direct correlation between net income and “compensation actually paid” from 2023 to 2025.

  48. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board of Directors has nominated for election at the Annual Meeting, after consultation with JPE in view of its rights under the Certificate of Incorporation (as described under “Board of Directors and Corporate Governance — Directors” above), each of the following persons to serve as directors until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Brad Jacobs Jason Aiken Marlene Colucci Mario Harik Mary Kissel Jared Kushner Allison Landry Each of our directors was initially appointed in connection with the closing of the Equity Investment other than Mr. Kushner, who was appointed on July 22, 2024. Information about the nominees is set forth above under the heading “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, the proxies voting for his or her election will be voted for any nominee who is designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, we are not aware that any of the nominees is unable or will decline to serve as a director if elected.