Brad Jacobs
GXO LogisticsAbout Brad Jacobs
Brad Jacobs, age 68, is GXO’s non‑executive Chairman and an independent director since 2024. He brings a track record of founding and leading large public companies (United Rentals and United Waste Systems) and currently serves as Chairman & CEO of QXO, Executive Chairman of XPO, and non‑executive Chairman of RXO (not standing for re‑election in 2025) . GXO’s Board held 11 meetings in 2024; all directors attended over 80% of Board meetings and over 90% of their committee meetings, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Rentals, Inc. (NYSE: URI) | Founder; Chairman & CEO; later Executive Chairman | Founded 1997; CEO for first six years; Executive Chairman for four additional years | Built the platform via roll‑ups; significant public company board leadership |
| United Waste Systems, Inc. | Founder; Chairman & CEO | Eight years | Scaled waste services, public markets experience |
| XPO, Inc. (NYSE: XPO) | Chairman & CEO (2011–2022); Executive Chairman (since Nov 1, 2022) | 2011–present (Exec Chair since 2022) | Strategy execution similar to GXO; deep logistics expertise |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| QXO, Inc. (NYSE: QXO) | Chairman & CEO | Since June 6, 2024 | Adjacent industrial distribution focus |
| XPO, Inc. (NYSE: XPO) | Executive Chairman | Since Nov 1, 2022 | Former CEO (Sep 2011–Nov 2022) |
| RXO, Inc. (NYSE: RXO) | Non‑Executive Chairman | Since Nov 1, 2022; not standing in 2025 | Asset‑light brokerage |
Board Governance
- Role: Non‑Executive Chairman; independent director since 2024 .
- Committee memberships: None; he does not serve on Audit, Compensation, Nominating, or Operational Excellence Committees .
- Board structure: Independent chairman, lead independent director, and independent committees; vice chair role terminated effective annual meeting; lead independent director expected to be Colucci post‑meeting .
- Attendance and engagement: 11 Board meetings in 2024; all directors >80% Board attendance and >90% committee attendance; all directors attended 2024 annual meeting .
- Independence: Board affirmatively determined Jacobs meets NYSE independence standards; independence analysis noted ordinary course commercial transactions with entities where Jacobs serves as an executive, but Board maintained independence .
Fixed Compensation
| Component | 2024 | 2025 Incremental (Chairman) |
|---|---|---|
| Annual cash retainer | $80,000 | +$100,000 annual cash retainer for non‑executive chairman, payable quarterly (effective Q1 2025) |
| Equity retainer (RSUs) | $269,294 grant‑date fair value; comprised of a one‑time Jan 2, 2024 grant ($79,167 of the annual) and the regular annual May 21, 2024 grant ($190,000) | +$50,000 in Time‑Based RSUs for non‑executive chairman (sized by 10‑day average close price pre grant date) |
| Total (reported 2024) | $349,294 | n/a (program change disclosure) |
| Committee fees | None (not a committee member/chair) | None |
Performance Compensation
- Directors receive time‑based RSUs; there are no performance‑based stock units for non‑employee directors. Jacobs held 4,899 RSUs as of Dec 31, 2024; 3,617 unvested RSUs scheduled to vest May 13, 2025 .
Other Directorships & Interlocks
| Entity | Shared Directors/Executives on GXO Board | Potential Interlock Note |
|---|---|---|
| QXO, Inc. | Brad Jacobs (QXO Chairman & CEO); Marlene Colucci (QXO director); Matthew Fassler (QXO Chief Strategy Officer) | Overlapping leadership across GXO and QXO |
| XPO, Inc. | Brad Jacobs (Exec Chair); Kyle Wismans (XPO CFO; GXO director nominee) | Adjacent logistics ecosystem ties |
| RXO, Inc. | Brad Jacobs (non‑exec chair; not standing for re‑election) | Brokerage adjacency |
- Independence safeguards: The Board determined independence despite ordinary course transactions with companies where certain directors/executives serve; no related party transactions over $120,000 since Jan 1, 2024 were reported .
Expertise & Qualifications
- In‑depth logistics and supply chain expertise; public company leadership; capital allocation and M&A track record .
- Board skill matrix highlights governance, business operations, capital allocation, risk management, M&A and logistics industry experience among nominees (Jacobs included) .
Equity Ownership
| Metric | Record Date (Apr 1, 2025) |
|---|---|
| Total beneficial ownership (shares) | 1,700,662 |
| Ownership % of outstanding | 1.5% |
| Direct ownership | 396,344 shares |
| Indirect ownership | 1,300,701 shares via Jacobs Private Equity, LLC (managing member) |
| Unvested RSUs within 60 days | 3,617 vesting May 13, 2025 |
| RSUs held at 12/31/2024 | 4,899 RSUs |
| Shares outstanding (reference) | 117,063,470 |
- Ownership guidelines: Non‑employee directors must hold 6x the annual cash retainer; until met, must retain 70% of net shares upon settlement; all non‑employee directors were in compliance as of the proxy date .
Governance Assessment
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Strengths:
- Independent chairman with deep sector expertise; Board leadership structure features independent lead director and fully independent key committees .
- High attendance and engagement; formal majority voting and annual evaluations .
- Strong alignment: director pay skewed to equity; enhanced Chairman retainers formalized in 2025 reinforce oversight accountability .
- Robust policies: insider trading, stock ownership, clawback framework (covers executives), and prohibition on pledging/hedging without preclearance .
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Risks and RED FLAGS:
- Multiple interlocks with QXO, XPO, and RXO increase perceived conflict risk; Board’s independence determination explicitly considered ordinary course commercial transactions with entities where Jacobs and others serve as executives. No related‑party transactions over $120k were disclosed, but continued monitoring is warranted given ecosystem overlaps .
- Committee non‑participation: as Chairman, Jacobs is not on audit/comp/nom‑gov committees; effectiveness relies on independent committee chairs and lead independent director mechanisms .
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Investor signals:
- 2024 say‑on‑pay approval at ~90% indicates broad investor support for compensation governance; Board cites ongoing engagement with shareholders .
- Board refreshment: five new nominees in 2025 aligned to operational excellence and supply chain expertise; new Operational Excellence Committee established April 2025, effective at annual meeting .
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Compensation structure observations:
- Director pay mix emphasizes equity (2024: $80k cash vs $269k equity for Jacobs), supporting long‑term alignment .
- 2025 addition of $100k cash and $50k RSUs for the non‑executive chairman formalizes the role’s workload and responsibility .
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Related‑party and conflicts:
- Audit Committee oversees related‑party reviews; company reported none exceeding $120k since Jan 1, 2024 .
- Independence reaffirmed under NYSE rules for Jacobs despite ordinary course commercial relationships with entities for which he serves as an executive .
Overall: Jacobs’ industry knowledge, prior public company leadership, and equity‑heavy director pay support alignment and board effectiveness. Interlocks with QXO/XPO/RXO represent a governance sensitivity that the Board has addressed via independence determinations, majority independent composition, and strong committee oversight; continued disclosure and monitoring of any commercial ties remains prudent .