Michael Jacobs
GXO LogisticsAbout Michael Jacobs
Michael Jacobs was appointed President, Americas & Asia Pacific at GXO, effective November 3, 2025, and will be based in Dallas . He brings 30+ years of supply chain leadership: at Ferguson, he led a transformation using robotics, automation, and AI-driven forecasting; at Keurig, he ran worldwide distribution and e-commerce fulfillment to best-in-class levels; and at Toys “R” Us, he led global supply chain operations across 33 countries . GXO’s recent performance context: 2024 revenue $11.7B, adjusted EBITDA $815M, net income $138M; diluted EPS $1.12 (adjusted diluted EPS $2.80) . Initial tenure begins in Q4 2025; individual TSR, revenue/EBITDA growth under Jacobs’ leadership are not yet disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ferguson Enterprises, Inc. | SVP, Supply Chain | — | Transformed supply chain; improved service/productivity via robotics/automation; enhanced forecasting and transit predictability leveraging AI |
| Keurig, Inc. | Head of worldwide distribution & e-commerce fulfillment | — | Achieved best-in-class operating levels in distribution and e-commerce fulfillment |
| Toys “R” Us, Inc. | Global supply chain operations leader | — | Led operations across all divisions in 33 countries |
External Roles
None disclosed in GXO filings/press releases related to his appointment .
Fixed Compensation
No compensatory arrangements (salary, target bonus, initial equity grant details) for Michael Jacobs were disclosed in the October 29, 2025 8‑K (press release furnished under Item 7.01); the filing did not include Item 5.02 terms for Jacobs .
Performance Compensation
GXO’s long-term incentive (LTI) framework uses PSUs with rigorous multi-year goals and a one-year post-vest lock-up; while Jacobs’ specific awards are not disclosed, current PSU design and weighting are as follows :
| Metric | Weighting | Target/Payout Mechanics | Vesting |
|---|---|---|---|
| Relative TSR vs S&P Midcap 400 | 34% | 50% payout at 25th percentile; 100% at 50th; 200% at 75th; linear interpolation | |
| 3-year cumulative organic revenue growth | 33% | Threshold 50%; target 100%; max 200%; linear interpolation | |
| 3-year average annual adjusted EBITDA conversion to FCF | 33% | Threshold 50%; target 100%; max 200%; linear interpolation | |
| Operating ROIC modifier | ±10% | Payout adjusted ±10%; capped at 200% aggregate | |
| PSU measurement period | — | 3-year performance period; Committee certification at end; pro-rated vesting on qualifying separations; change-of-control rules per plan | |
| Post-vest lock-up | — | One-year lock-up on shares delivered from PSU grants (earlier release upon death, approved disability, or change of control) |
Annual incentive plan (AIP) metrics currently emphasize Adjusted EBITDA (50%), Free Cash Flow (20%), Organic Revenue (15%), and Net New Business (15%); in 2024, the Committee noted AIP eligibility at ~72.6% of target but NEOs agreed to reduce payouts to zero to reflect shareholder alignment .
Equity Ownership & Alignment
- Beneficial ownership: No Form 3 for Michael Jacobs was identified in GXO’s filings as of November 19, 2025, suggesting beneficial ownership had not yet been publicly reported at appointment time (search found Form 3 for other insiders but not Jacobs) .
- Stock ownership guidelines: Executives must hold meaningful equity; CEO 6x salary, other NEOs 3x salary; 70% of net shares from equity awards must be retained until guidelines are met; five-year window to reach compliance .
- Hedging/pledging: Prohibited without preclearance; insider trading policy includes quarterly blackouts and pre-clearance for certain transactions .
- Clawback: NYSE-compliant policy covers restatements and misconduct; applies to annual and long-term incentives .
Employment Terms
- PSU/LTI mechanics: Pro-rated vesting for certain separations subject to a release; target vesting at death/approved disability if actual performance cannot be measured; special change-of-control treatment (greater of actual or target; immediate vesting upon qualifying termination) .
- Lock-up: One-year lock-up on shares delivered from PSU awards for Section 16 officers, subject to limited exceptions .
- Severance plan/change-of-control: GXO’s Severance Plan governs executive severance, with pro-rata equity vesting per award terms and COBRA continuation for U.S. executives; individual multiples vary by agreement and position—specific economics for Jacobs are not disclosed .
Performance & Track Record
- Ferguson: Led robotics and automation deployment; improved service and productivity; leveraged AI for demand forecasting and product transit predictability .
- Keurig: Ran worldwide distribution and e-commerce fulfillment to best-in-class operating levels .
- Toys “R” Us: Led global supply chain operations across 33 countries .
Context: GXO Recent Financials
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $3,250,000,000 | $2,977,000,000 | $3,299,000,000 | $3,395,000,000 |
| EBITDA (USD) | $239,000,000* | $163,000,000* | $218,000,000* | $258,000,000* |
| Diluted EPS (USD) | $0.8369 | -$0.81 | $0.2265 | $0.51 |
Values with asterisk (*) retrieved from S&P Global.
Governance and Pay Practices (for benchmarking Jacobs’ package when disclosed)
- Strong pay-for-performance: heavy variable compensation, performance-based LTI, no option repricing/discounted options .
- Ownership/retention: strict stock ownership guidelines and retention requirements .
- Shareholder alignment: 2024 say-on-pay support ~90% .
- Risk controls: clawback, insider trading policy, no golden parachute excise tax gross-ups .
Investment Implications
- Alignment likely to be high: GXO’s standard PSU structure with multi-year targets and one-year lock-up reduces near-term selling pressure and ties payouts to organic growth, FCF conversion, and rTSR, reinforcing shareholder alignment for newly appointed executives like Jacobs .
- Retention risk appears contained: lock-up, ownership guidelines, and clawback provisions suggest low immediate insider selling pressure and disciplined retention architecture; specific severance/change-of-control terms for Jacobs are pending disclosure .
- Execution signal: Jacobs’ background in automation/AI and large-scale operations is consistent with GXO’s secular growth levers (e-commerce, outsourcing, supply chain complexity), supporting operational excellence in the Americas/APAC region .
Key monitoring: file updates for Jacobs’ Form 3/4 beneficial ownership, any 8‑K Item 5.02 compensatory terms, and initial PSU/RSU grants; track AIP/LTI metrics and region performance contributions once disclosed .