Jason Papastavrou
GXO LogisticsAbout Jason Papastavrou
Independent director at GXO since August 2, 2021; age 62. Founder and CIO of ARIS Capital Management (since 2004), former tenured professor at Purdue University (Industrial Engineering), with a Ph.D. in electrical engineering and computer science from MIT. Prior roles include founding/managing director of Banc of America Capital Management’s Fund of Hedge Funds Strategies Group, president of BACAP Alternative Advisors, and senior portfolio manager at Deutsche Asset Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARIS Capital Management, LLC | Founder & Chief Investment Officer | 2004–present | Investment leadership; financial risk expertise |
| Purdue University | Tenured Professor, Industrial Engineering | Not disclosed | Academic rigor; operations research expertise |
| Banc of America Capital Management (BACAP) | Founder & MD, Fund of Hedge Funds; President, BACAP Alternative Advisors | Not disclosed | Alternatives platform leadership; governance of multi-manager strategies |
| Deutsche Asset Management | Senior Portfolio Manager | Not disclosed | Portfolio management; risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Atlantic Real Estate Finance, Inc. (NASDAQ: REFI) | Lead Independent Director | Since Dec 2021 | Board leadership; governance |
| Chicago Atlantic BDC Inc. (NASDAQ: LIEN) | Director | Since Oct 2024 | Financial services oversight |
| United Rentals, Inc. (NYSE: URI) | Director | Apr 2005–May 2020 | Long service at large-cap industrial |
| XPO, Inc. (NYSE: XPO) | Director | Sep 2011–Aug 2021 | Resigned to join GXO Board at spin-off |
Board Governance
- Current/2024 committees: Chair, Compensation Committee; Member, Nominating, Corporate Governance and Sustainability Committee (NCGSC) .
- Pending post–May 13, 2025: Member, Audit Committee; Member, NCGSC (Compensation Committee chair expected to transition to Todd Cooper) .
- Independence: Board affirmatively determined independence for all directors (except CEO); Audit/Compensation/NCGSC composed entirely of independent directors .
- Attendance: Board held 11 meetings in 2024; each director attended >80% of Board meetings and >90% of their committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions/leadership: Independent chairman and lead independent director; executive sessions at least annually; lead independent director expected to transition post-2025 annual meeting .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $100,000 | Includes $80,000 annual retainer plus $20,000 committee chair fee (Compensation Committee) |
| Equity (time-based RSUs, grant-date fair value) | $269,294 | RSU grants on Jan 2, 2024 (transition grant) and May 21, 2024 (annual grant) per program design |
| Total | $369,294 | 2024 Director Compensation table |
Program details:
- No meeting fees; additional retainers: Audit chair $25,000, Compensation chair $20,000, NCGSC chair $20,000; vice chair $25,000; lead independent $25,000 .
- RSU valuation based on 10-day average closing price before grant dates .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Director RSUs | Time-based vesting; settle in stock or cash equivalent | No performance conditions for director equity; directors are not granted options under current program |
Other Directorships & Interlocks
- Interlocks: Compensation Committee interlocks/insider participation—none in 2024; no members were officers/employees of GXO, and no reciprocal executive overlaps reported .
- Related party transactions: None >$120,000 since Jan 1, 2024 (Board/Audit Committee policy in place) .
Expertise & Qualifications
- Significant financial and accounting expertise; prior service on public company audit committees; deep experience in finance and risk at investment firms .
- Board’s collective skills include governance, risk oversight, technology and operations; he is flagged for corporate governance and financial analysis competencies among director nominees .
Equity Ownership
| Measure | Quantity | Notes |
|---|---|---|
| Total beneficial ownership | 242,905 shares | Includes indirect and direct holdings |
| Direct ownership | 59,080 shares | Held directly |
| Indirect ownership | 180,208 shares | Owned by Springer Wealth Management LLC (100% owned by Dr. Papastavrou) |
| RSUs held (12/31/2024) | 4,899 units | Director RSUs outstanding |
| Unvested RSUs | 3,617 units | Scheduled to vest May 13, 2025 |
| Shares outstanding (record date) | 117,063,470 | For ownership percentage context |
| Ownership % of outstanding | ~0.21% | Computed from 242,905 / 117,063,470 |
| Pledging/hedging | Restricted | Insider trading policy prohibits pledging or hedging without preclearance |
| Stock ownership guideline | 6× annual cash retainer | Applies to non‑employee directors; all directors compliant as of proxy date |
Insider Trades
| Date | Security | Transaction Type | Shares | Price | Filing/Citation |
|---|---|---|---|---|---|
| Jan 2, 2024 | RSU → Common | Award (“A”) | 1,282 | $0 (settlement) | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 14,296 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 8,730 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 5,260 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 4,554 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 4,453 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 3,527 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 9,361 | $0 | |
| Jan 3, 2024 | RSU → Common | Delivery (“M”) | 5,497 | $0 | |
| Jan 2, 2025 | RSU → Common | Vest/Delivery (“M”) | 1,282 | $0 |
Notes: The Jan 3, 2024 deliveries reflect termination of prior director deferral elections authorized by the Compensation Committee, with shares delivered on Jan 3, 2024; the Jan 2, 2025 RSU vested in full per schedule .
Governance Assessment
- Strengths: Independent status; high meeting attendance; chairs Compensation Committee with seven meetings in 2024 plus actions by unanimous written consent, indicating active oversight; Board’s compensation framework emphasizes variable, long-term alignment; external consultant (F.W. Cook) confirmed independent with no conflicts; strong clawback, ownership, and insider trading controls .
- Alignment: Meaningful personal share ownership (direct and indirect) with RSUs outstanding; compliant with 6× retainer stock ownership guideline; no pledging/hedging without preclearance; no related‑party transactions disclosed for directors in 2024+ .
- Signals: 2024 say‑on‑pay approval of ~90% indicates investor comfort with pay practices overseen by the Committee; post‑2025 reconstitution moving the Compensation Committee chair role to another director further reduces any perceived entrenchment, while Papastavrou joins the Audit Committee, leveraging his finance expertise .
- RED FLAGS: None disclosed—no attendance gaps, no related‑party transactions, no tax gross‑ups for golden parachutes, no option repricing, and prohibitions on pledging/hedging without preclearance .
Director Compensation (Structure and Mix)
| Item | Policy/Practice | 2024 Status |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly |
| Committee chair fees | $20,000 (Compensation), $25,000 (Audit), $20,000 (NCGSC) | Papastavrou received Compensation chair fee |
| Equity | Annual time‑based RSUs ($190,000 FV) + 2024 transition RSU ($79,167 FV) | Total RSU FV $269,294 (director‑specific) |
| Meeting fees | None | No per‑meeting compensation |
Independence, Attendance & Engagement
- Independent director; Audit/Compensation/NCGSC committees fully independent; Board uses majority voting in uncontested elections with mandatory resignation policy for failures to receive a majority .
- Attendance: Each director >80% Board and >90% committee attendance; Board held 11 meetings in 2024; all directors attended the 2024 annual meeting .
- Stockholder engagement: Active IR program; say‑on‑pay supported by ~90% in 2024 .
Compensation Committee Analysis (Papastavrou as Chair in 2024)
- Committee met seven times plus one unanimous written consent; overseen design changes: added Net New Business to STI, Operating ROIC modifier to LTI; NEOs voluntarily reduced 2024 STI payout to zero despite 72.59% funding eligibility; indicates disciplined pay practices and shareholder alignment .
- Independent consultant (F.W. Cook) engaged; no conflicts of interest; strong risk governance and clawback framework .
Related Party Transactions & Conflicts
- Audit Committee reviews/approves any Item 404 transactions; none >$120,000 since Jan 1, 2024; independence analysis noted for other directors with ordinary course commercial relationships—no such note for Papastavrou .
Notes and Sources
- Board composition, committee assignments, independence, attendance, director compensation and ownership from GXO 2025 Proxy (DEF 14A) .
- Insider trades from SEC Form 4 filings (Jan 4, 2024 and Jan 6, 2025) .
- Say‑on‑pay vote and compensation governance framework from GXO 2025 Proxy .