DEF 14A of QXO, Inc., Apr 2, 2025

DEF 14A of QXO, Inc.

Filed Apr 2, 2025 · FY20240001140361-25-011886

Open on EDGAR

  1. Directors

    Directors Our Board currently consists of seven members. Upon the closing of the Equity Investment on June 6, 2024, our Board was reconstituted such that: (i) we had six Board members, (ii) each director was designated by JPE (including Brad Jacobs), (iii) each standing committee of our Board was reconstituted (as further described below) and (iv) Brad Jacobs became our chairman of the Board. Pursuant to our Fifth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), JPE has the right to designate for nomination by our Board (i) a majority of the members of our Board so long as the Investors collectively own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 45% (but less than 65%) of the voting power of our capital stock on a fully-diluted basis, (ii) 40% 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 30% (but less than 45%) of the voting power of our capital stock on a fully-diluted basis, (iii) 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 (iv) 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 which the required voting power thresholds have not been exceeded. 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 38 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. 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.

  2. Directors

    | 10 | ©2025 QXO, Inc. |

  3. Directors

    | Brad Jacobs | Chairman and Director since June 6, 2024 | | Age: 68 | | | | Mr. Jacobs has served as chairman of our Board of Directors since June 6, 2024. He has been the executive chairman of the board of directors of XPO, Inc. (XPO) since November 1, 2022, and was previously chairman and chief executive officer from September 2, 2011, to November 1, 2022. Mr. Jacobs has served as non-executive chairman of the board of directors of GXO Logistics, Inc. since August 2, 2021. He has served as non-executive chairman of the board of directors of RXO, Inc. since November 2022, and will not be standing for re-election in 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: XPO, Inc. (NYSE: XPO); GXO Logistics, Inc. (NYSE: GXO) | | | Mr. Jacobs brings to the Board: ▪ Past and current experience as the chairman of 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 with a successful track record of leading companies that execute strategies similar to ours. | |

  4. Directors

    | Jason Aiken | Independent Director since June 6, 2024 | | Age: 52 | | | | Mr. Aiken has served as a director of the company since June 6, 2024. He has served as executive vice president, technologies of General Dynamics Corporation since January 2023. Previously, he held 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. | |

  5. Directors

    | 11 | ©2025 QXO, Inc. |

  6. Directors

    | Marlene Colucci | Independent Director since June 6, 2024 | | Age: 62 | | | | 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’sOffice 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 vice chair of the board of directors of GXO Logistics, Inc. Ms. Colucci holds a JD degree from Georgetown University Law Center. | | | Board Committees: ▪ Chair of 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. | |

  7. Directors

    | Mario Harik | Director since June 6, 2024 | | Age: 44 | | | | 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 serves on its board. 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. | |

  8. Directors

    | 12 | ©2025 QXO, Inc. |

  9. Directors

    | Mary Kissel | Independent Director since June 6, 2024 | | Age: 47 | | | | Ms. Kissel has served as a director of the company since June 6, 2024. She is executive vice president and senior policy advisor with Stephens Inc. 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, and a director of the American Australian Council. She is vice chairman of the board of directors of RXO, | | Inc. 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 its impact on business; and ▪ Experience in strategic communications, media and government affairs. | |

  10. Directors

    | Jared Kushner | Independent Director since July 22, 2024 | | Age: 43 | | | | 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 $4.8 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, and founded two technology companies. 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. | |

  11. Directors

    | 13 | ©2025 QXO, Inc. |

  12. Directors

    | Allison Landry | Lead Independent Director since June 6, 2024 | | Age: 45 | | | | 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. 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 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. | |

  13. Directors

    | 14 | ©2025 QXO, Inc. |

  14. Summary of Qualifications and Experience of Continuing Directors

    Summary of Qualifications and Experience of Continuing Directors

  15. 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. | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business. | ✔ | ✔ | ✔ | ✔ | ✔ | | | | 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. | ✔ | ✔ | | ✔ | ✔ | | ✔ |

  16. Director Compensation

    Director Compensation See section below titled “Executive Compensation—2024 Director Compensation Table” for information concerning the compensation of each person who served as a non-employee director of our company during 2024. Following the appointment of our new Board 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.

  17. Director Compensation

    | 17 | ©2025 QXO, Inc. |

  18. Director Compensation

    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 is 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 Decisions for the New Leadership Team

    | ▪ | Provide competitive compensation to minimize disruption and retain key talent; |

  20. Executive Compensation Decisions for the New Leadership Team

    | ▪ | Motivate executives to deliver on short- and long-term strategic goals; and |

  21. Executive Compensation Decisions for the New Leadership Team

    | ▪ | Align executive rewards with long-term increases in stockholder value. |

  22. Executive Compensation Decisions for the New Leadership Team

    The 2024 compensation for the post-closing executive team included market-based salaries and an annual cash-based short-term incentive (“STI”), but was heavily weighted toward equity-based long-term incentive (“LTI”) awards. These equity awards were granted following the closing of the Equity Investment and are reflected in the “Stock Awards” column of the SCT. 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.

  23. Equity Grant Structure and Grant Date Valuations

    Equity Grant Structure and Grant Date Valuations The number of shares underlying the executives’ equity awards and related terms were established in connection with the executives’ employment agreements or offer letters, which were contingent on the closing of the Equity Investment. For Messrs. Jacobs and Smith, the number of shares underlying their equity awards was calculated using the original Equity Investment price of $4.566 per share, which reflected the company’s valuation at the time of the transaction. This valuation served as the basis for negotiating their equity packages prior to any movement in QXO’s market price. In the period immediately following public disclosure of the investment, QXO’s stock price appreciated significantly—driven by (i) strong investor enthusiasm

  24. Equity Grant Structure and Grant Date Valuations

    | 25 | ©2025 QXO, Inc. |

  25. Equity Grant Structure and Grant Date Valuations

    surrounding the company’s business plan and long-term growth trajectory and (ii) confidence in the newly appointed executive leadership team, including Mr. Jacobs, whose track record includes the creation of eight multi-billion-dollar enterprises. The sharp increase in market value occurred after the original equity terms were agreed to, and reflects the market’s expectations for future value creation under the new executive team’s direction. For Messrs. Essaid and Signorello, whose offers were agreed to later, the number of shares underlying their equity awards was based on a price of $15 per share, reflecting prevailing market conditions at that time. In accordance with the employment agreements for Messrs. Jacobs and Essaid, the equity awards were intended to cover a five-year equity package, rather than recurring annual grants. This structure reinforces QXO’s long-term orientation and links executive compensation to sustained company performance. Due to the need to close the Equity Investment and subsequently register the shares under Form S-8, the equity awards were not formally granted until July 30, 2024. As described above, between the negotiation of the compensation packages and the final grant date, QXO’s share price rose materially—a reflection of the company’s strategic positioning in an $800 billion addressable market and solid execution progress. As a result, the grant date fair value reported in the SCT was materially higher than the originally agreed-upon values. For example, Mr. Jacobs’ reported award value was nearly four times the initially contemplated value, and Mr. Smith’s was more than two-and-a-half times higher, despite no change to the number of shares granted or, for Mr. Jacobs, the type of performance measure. This increase in reported value is directly attributable to the substantial rise in QXO’s stock price between the time their respective compensation packages were agreed to in December 2023 and the formal equity grant date in July 2024. In addition to the increase driven by stock price appreciation over that time period, the reported equity values in the SCT below appear higher than originally intended because they reflect potential achievement significantly above target assuming actual performance at the high end of the scale.

  26. Long-Term Focus and Stockholder Alignment

    Long-Term Focus and Stockholder Alignment Importantly, the executive officers did not receive any immediate financial benefit from these equity awards. The shares are subject to a five-year vesting schedule, and for Messrs. Jacobs, Essaid, and Signorello, a significant portion of the awards 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.

  27. Long-Term Focus and Stockholder Alignment

    | 26 | ©2025 QXO, Inc. |

  28. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following summary compensation table sets forth compensation for the “named executive officers” (“NEOs”) during the fiscal years ended December 31, 2024 and 2023, as applicable.

  29. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Brad Jacobs, Chairman and Chief Executive Officer | 2024 | 418,269 | 750,000 | 188,199,466 | — | — | — | — | 189,367,735 | | Mark Meller, Former Chief Executive Officer | 2024 | 1,216,747 | — | — | — | — | — | 2,820,181 | 4,036,928 | | | 2023 | 1,120,092 | — | — | — | — | — | 43,614 | 1,163,706 | | Ihsan Essaid, Chief Financial Officer | 2024 | 415,384 | 4,125,000 | 32,783,350 | — | — | — | 2,077 | 37,325,811 | | Chris Signorello, Chief Legal Officer | 2024 | 287,212 | 515,000 | 5,239,988 | — | — | — | — | 6,042,200 | | Sean Smith, Chief Accounting Officer and Former Interim CFO | 2024 | 264,904 | 475,000 | 11,984,233 | — | — | — | 1,096 | 12,725,233 |

  30. 2024 Summary Compensation Table

    | (1) For individuals employed for only a portion of the year, amounts reflect salary actually earned during the year. |

  31. 2024 Summary Compensation Table

    | (2) Represents bonuses for 2024 and, for Mr. Essaid, includes a signing bonus, as described under “Overview of 2024 Executive Employment Arrangements” below. For 2024, bonus payments were limited to target because we were still 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, bonuses were not pro-rated for 2024. |

  32. 2024 Summary Compensation Table

    | (3) Reflects the grant date value of RSUs and PSUs granted during the year, as determined for accounting purposes based on the assumptions set forth in Notes 2 and 10 to the financial statements in the Form 10-K for the fiscal year ending December 31, 2024. The PSUs are subject to market conditions, which are described under “Overview of 2024 Executive Employment Arrangements” below. |

  33. 2024 Summary Compensation Table

    The following table shows further information regarding the determination of the awards in the compensation offers compared to the final accounting grant date value.

  34. 2024 Summary Compensation Table

    | | Annualized Value(a) | | | | Named Executive Officer | Annualized Value of Communicated Offer(b) | Accounting Fair Value of Awards on Annualized Basis(c)(d) | Multiple of Accounting Fair Value vs. Communicated Value(e) | | Brad Jacobs | $10,000,000 | $37,639,893 | 3.76 | | Ihsan Essaid | $5,250,000 | $6,015,230 | 1.15 | | Chris Signorello | $990,000 | $1,047,998 | 1.06 | | Sean Smith | $950,000 | $2,396,847 | 2.52 |

  35. 2024 Summary Compensation Table

    | a) | Represents the combined five-year value of each executive’s RSU and PSU awards (as applicable), averaged over five years to align with the full vesting and performance period of the awards. For Mr. Essaid, these annualized values exclude the portion of his RSUs intended to recognize long-term incentives forfeited from a prior employer. |

  36. 2024 Summary Compensation Table

    | b) | Annualized value of communicated offers represent the total value of five years of annual equity awards for each executive, determined based on prevailing market compensation for their respective roles, divided by five. The communicated values were set when determining each executive’s compensation package for their employment agreement or offer letter. |

  37. 2024 Summary Compensation Table

    | c) | For Mr. Jacobs and Mr. Smith, the number of shares underlying each RSU and, for Mr. Jacobs, each PSU award (at target) was determined by dividing the communicated total award value by the original price of the Equity Investment of $4.566. The awards were formally granted on July 30, 2024, with the accounting fair value determined as of the grant date. |

  38. 2024 Summary Compensation Table

    | d) | For Mr. Essaid and Mr. Signorello, the number of shares underlying each RSU and PSU award (at target) was calculated by dividing the communicated total award value by an estimated share price of $15, reflecting their later hire dates. The awards were formally granted on July 30, 2024, with the accounting fair value determined as of the grant date. |

  39. 2024 Summary Compensation Table

    | e) | Calculated by dividing the annualized fair value of the award by the annualized value of the communicated offer. |

  40. 2024 Summary Compensation Table

    | (4) For 2024, the amounts in this column include the following: |

  41. 2024 Summary Compensation Table

    | • | For Mr. Meller, includes a company matching contribution under the 401(k) Plan of $10,220, health benefits of $15,439, a car allowance (including insurance) of $20,027, as well as a cash fringe benefit of $7,200. Also includes the employment agreement termination payment of $2,767,295 described under “Overview of 2024 Executive Employment Arrangements” below. |

  42. 2024 Summary Compensation Table

    | • | For Mr. Essaid and Mr. Smith, reflects a company matching contribution under the 401(k) Plan. |

  43. 2024 Summary Compensation Table

    We have adopted a corporate aircraft policy as described below. To the extent named executive officers 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.

  44. 2024 Summary Compensation Table

    | 27 | ©2025 QXO, Inc. |

  45. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following Outstanding Equity Awards table sets forth the outstanding equity awards of the company held by each NEO as of December 31, 2024.

  46. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | 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 | — | — | — | — | — | 3,832,676 | 60,939,548 | 7,117,828 | 113,173,465 | | Mark Meller | — | — | — | — | — | — | — | — | — | | Ihsan Essaid | — | — | — | — | — | 847,500 | 13,475,250 | 1,137,500 | 18,086,250 | | Chris Signorello | — | — | — | — | — | 165,000 | 2,623,500 | 165,000 | 2,623,500 | | Sean Smith | — | — | — | — | — | 1,040,298 | 16,540,738 | — | — |

  47. Outstanding Equity Awards at December 31, 2024

    | (1) The RSUs will vest in five tranches in annual installments from December 31, 2025 through 2029, with the first tranche covering 15% of the RSUs, each of the next two tranches covering 17.5% of the RSUs, and each of the final two tranches covering 25% of the awards. |

  48. Outstanding Equity Awards at December 31, 2024

    | (2) Reflects the value of the shares based on the company’s closing stock price of $15.90 on December 31, 2024. |

  49. Outstanding Equity Awards at December 31, 2024

    | (3) Reflects the PSUs granted in 2024 at the target level. The vesting dates and performance conditions are described in detail under “Overview of 2024 Executive Employment Arrangements” above. |

  50. 2024 Director Compensation Table

    2024 Director Compensation Table The following Director Compensation Table sets forth the compensation of our directors for the fiscal year ending on December 31, 2024. Also see the description of our director compensation policy effective after the Equity Investment under “Board of Directors and Corporate Governance” above.

  51. 2024 Director Compensation Table

    | 32 | ©2025 QXO, Inc. |

  52. 2024 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jason Aiken | 39,959 | 175,002 | — | — | — | — | 214,961 | | Marlene Colucci | 38,361 | 175,002 | — | — | — | — | 213,363 | | Kenneth Edwards(3) | 10,000 | — | — | — | — | — | 10,000 | | Mario Harik | 31,967 | 175,002 | — | — | — | — | 206,969 | | Mary Kissel | 31,967 | 175,002 | — | — | — | — | 206,969 | | Jared Kushner | 19,399 | 175,002 | — | — | — | — | 194,401 | | Allison Landry | 47,951 | 175,002 | — | — | — | — | 222,953 | | John Schachtel(3) | 9,000 | — | — | — | — | — | 9,000 | | Stanley Wunderlich(3) | 6,000 | — | — | — | — | — | 6,000 |

  53. 2024 Director Compensation Table

    | (1) Excludes Mr. Jacobs, our CEO, who did not receive separate compensation for his service on the Board during 2024, and Mr. Meller, our former CEO, who also did not receive separate compensation while he served on the Board during 2024. |

  54. 2024 Director Compensation Table

    | (2) Reflects the grant date value of 14,523 RSUs granted on July 30, 2024. The total number of unvested RSUs outstanding as of December 31, 2024, for each of the listed directors (other than the former directors) was 14,523. |

  55. 2024 Director Compensation Table

    | (3) Indicates former directors, who departed upon or prior to the closing of the Equity Investment. The cash compensation reported for the former directors in this table reflects pre-existing agreements that provided for cash stipends, as shown. These agreements were terminated in connection with the closing of the Equity Investment. |

  56. 2024 Director Compensation Table

    | 33 | ©2025 QXO, Inc. |

  57. 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.

  58. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table

  59. 2024 Pay Versus Performance Table

    | | Summary Compensation Table Total ($)(1) | | Compensation Actually Paid ($)(2) | | | | | | | Fiscal Year | PEO (Jacobs) | PEO (Meller) | To PEO (Jacobs) | To PEO (Meller) | 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) | | 2024 | 189,367,735 | 4,036,928 | 251,228,687 | 4,036,928 | 14,102,512 | 18,165,309 | 56.12 | 27.97 | | 2023 | n/a | 1,163,706 | n/a | 1,163,706 | 297,965 | 303,565 | 402.40 | (1.07) | | 2022 | n/a | 1,070,101 | n/a | 1,070,101 | 277,089 | 290,571 | 66.22 | (0.28) |

  60. 2024 Pay Versus Performance Table

    | (1) Brad Jacobs was the principal executive officer (“PEO”) starting on June 6, 2024, following the closing of the Equity Investment. Mark Meller was PEO for 2022 and 2023 and, for 2024, until Mr. Jacobs’ appointment. Joseph Macaluso was the only non-PEO Named Executive Officer (“non-PEO NEO”) for 2022 and 2023. Mr. Essaid, Mr. Signorello and Mr. Smith were the non-PEO NEOs for 2024. |

  61. 2024 Pay Versus Performance Table

    | (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 accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2024 reported in the SCT above to determine the “compensation actually paid”: |

  62. 2024 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 ($)(d) | [Equals] Compensation Actually Paid ($) | | 2024 | PEO (Jacobs) | 189,367,735 | (188,199,466) | 250,060,418 | — | — | 251,228,687 | | 2024 | PEO (Meller) | 4,036,928 | — | — | — | — | 4,036,928 | | 2024 | Non-PEO NEOs | 14,102,512 | (12,501,893) | 16,564,689 | — | — | 18,165,309 |

  63. 2024 Pay Versus Performance Table

    | (a) The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the SCT for the applicable year, generally representing the grant date fair value of equity awards granted in the applicable year. |

  64. 2024 Pay Versus Performance Table

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year- end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies and assumptions used to estimate the fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are set forth in the following table: |

  65. 2024 Pay Versus Performance Table

    | Year | Position | [Plus] Fair Value at Year- End of Outstanding and Unvested Option Awards Granted in Year ($) | [Plus] Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Years ($) | [Plus] Fair Value at Vesting of Option Awards Granted in Year that Vested During Year ($) | [Plus] Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Years for Which Vesting Conditions Were Satisfied During Year ($) | [Less] Fair Value as of Prior Year- End of Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During Year ($) | [Plus] Value of Dividends other Earnings or Paid on Option Awards Not Otherwise Reflected in Value of Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | PEO (Jacobs) | 250,060,418 | — | — | — | — | — | 250,060,418 | | 2024 | PEO (Meller) | — | — | — | — | — | — | — | | 2024 | Non-PEO NEOs | 16,564,689 | — | — | — | — | — | 16,564,689 |

  66. 2024 Pay Versus Performance Table

    | (c) There were no changes in the actuarial present value of pension benefits for the years in the table |

  67. 2024 Pay Versus Performance Table

    | (d) There were no pension benefits adjustments for the years in the table. |

  68. 2024 Pay Versus Performance Table

    | (3) Cumulative TSR is calculated based on the value of an initial fixed investment of $100 in our common stock as of December 31, 2021. |

  69. 2024 Pay Versus Performance Table

    | (4) The dollar amounts reported represent the amount of net income (or loss) reflected in the audited financial statements for the applicable year. |

  70. 2024 Pay Versus Performance Table

    | 34 | ©2025 QXO, Inc. |

  71. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following charts show the relationship between as “compensation actually paid” (computed in accordance with Item 402(v) of Regulation S-K) and the measures set forth in the table above.

  72. 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 2026 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.