Xavier Gutierrez
About Xavier Gutierrez
Xavier A. Gutierrez (age 51) has served as an independent director of JBI since June 2021, and is currently nominated to continue as a Class I director through the 2028 Annual Meeting . He is Chairman & CEO of ImpactX Sports Group (since April 2024), previously CEO of the Arizona Coyotes (2020–2024), and earlier held investing and operating roles at Clearlake Capital, Meruelo Group, Phoenix Realty Group, Latham & Watkins, Lehman Brothers, and the NFL . He earned a BA in Government from Harvard (cum laude) and a JD from Stanford Law School . JBI’s Board has determined he is independent under NYSE standards, with committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImpactX Sports Group, LLC | Chairman & CEO | Apr 2024–present | Founded platform focused on global sports industry |
| Arizona Coyotes (NHL) | President & CEO | 2020–2024 | First Latino NHL CEO; led business operations and strategy |
| Clearlake Capital Group | Managing Director | 2017–2020 | Private equity investing and dealmaking |
| Meruelo Group | Chief Investment Officer | 2010–2017 | Real estate and investment leadership |
| Phoenix Realty Group | Principal & Managing Director | 2003–2010 | Real estate investing |
| Latham & Watkins; Lehman Brothers; NFL | Various roles | Prior roles | Legal, finance, league operations experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Trinitas Capital Management | Board member | Current | Investment industry board service |
| Arizona Community Foundation | Board & Investment Committee | Current | Nonprofit governance and investment oversight |
| Aspen Institute Latinos in Society Program | Advisory/Board | Current | Program advisory leadership |
| Hispanic Scholarship Fund | Board/Advisory | Current | Education nonprofit board service |
| Stanford Alumni Association | Board | Current | University alumni governance |
| SUMA Wealth | Board | Current | Consumer fintech/wealth platform |
| Commercial Bank of California (CBC) | Director | Prior (current in 2024; not listed in 2025 bio) | Served on bank board; present in 2024 proxy bio vs. prior in 2025 |
| Sizmek, Inc. (NASDAQ: SZMK) | Director | Prior | Former public company board |
| California Community Foundation | Investment Committee/Board | Prior | Investment oversight |
| US Hispanic Chamber of Commerce | Board | Prior | Business advocacy organization |
| SEC Advisory Committee on Small & Emerging Companies | Voting member | Prior | Federal advisory committee service |
Board Governance
- Independence: All non-employee directors, and all members of the Audit, Compensation, and Nominating & Corporate Governance Committees, are independent under NYSE/SEC rules .
- Attendance and engagement: In 2023, each incumbent director attended at least 80% of Board/committee meetings; all directors attended the 2023 annual meeting . In 2024, participation was 75% or more for all incumbent directors; four regular Board meetings plus one special meeting were held .
- Committee expertise: Gutierrez was designated an “audit committee financial expert” in 2022 while serving on Audit .
| Committee | 2022 | 2024 | 2025 |
|---|---|---|---|
| Audit Committee | Chair (Gutierrez) | Not a member | Not a member |
| Compensation Committee | Not listed | Member (appointed Dec 2023) | Member (with Chair Roger Fradin; Joseph Hanna) |
| Nominating & Corporate Governance | Not listed | Not a member | Not a member |
- Governance structure: 2025 proxy proposes declassifying the Board and eliminating certain supermajority provisions—positive governance enhancements .
Fixed Compensation
| Metric | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash fees ($) | $0 | $0 | $40,000 |
| Stock awards ($) | $150,000 (incl. $10,000 RSUs for Audit Chair) | $140,000 | $170,000 |
| RSUs granted (#) | 12,594 (granted Dec 21, 2021) | 14,285 (granted Jun 7, 2023) | 12,801 (granted Jun 18, 2024) |
| Vesting | Vested Jun 8, 2022 | One-year vest; settled in common stock | Vests Jun 7, 2025 |
| Total ($) | $150,000 | $140,000 | $210,000 |
- Director pay program: As of Jun 7, 2023—$140,000 annual retainer, with at least $100,000 in RSUs; Audit Chair $20,000; Audit Committee member $10,000; vice chair $20,000; Compensation/Nominating Chairs $10,000 . As of Jun 7, 2024—retainer increased to $200,000 (min $100,000 RSUs); committee chair fees raised to $15,000 (Comp/Nominating); Audit Chair $20,000; committee membership fees $10,000 .
Performance Compensation
- Non-employee director compensation consists of fixed cash retainer and time-based RSUs; no performance metrics, options, PSUs, or bonuses for directors are disclosed .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Pay linked to revenue/EBITDA/TSR | None disclosed | None disclosed |
| Option/PSU awards | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock with JBI |
|---|---|---|---|
| Commercial Bank of California (CBC) | Public/Bank | Director (current per 2024; not listed in 2025) | No JBI transaction disclosed; Board independence affirmed |
| Sizmek, Inc. (SZMK) | Public/AdTech | Director (prior) | None disclosed |
| Trinitas Capital Management | Investment | Board (current) | None disclosed |
Expertise & Qualifications
- Recognized financial and investment expertise; designated Audit Committee financial expert in 2022 .
- Strategic planning and operating leadership spanning private equity, real estate, and professional sports .
- Harvard BA (cum laude) and Stanford JD—strong legal and governance credentials .
Equity Ownership
| Metric | May 1, 2024 | Apr 23, 2025 |
|---|---|---|
| Shares owned | 24,983 | 39,268 |
| Rights to acquire (RSUs/options within 60 days) | 14,285 | 12,801 |
| Total beneficial ownership | 39,268 | 52,069 |
| % of shares outstanding | <1% (out of 145,988,172) | <1% (out of 139,961,636) |
- No director stock options; RSUs are the equity vehicle for directors .
- Insider Trading Policy prohibits short sales, hedging, margin accounts, and pledging, enhancing alignment .
Governance Assessment
- Committee assignments and expertise: Gutierrez served as Audit Committee Chair post-listing and was designated an audit committee financial expert; currently serves on the Compensation Committee alongside independent members, indicating relevant financial oversight experience and governance engagement .
- Independence and attendance: Board confirms independence annually; all committees are independent; director participation met or exceeded thresholds (≥80% in 2023; ≥75% in 2024), supporting board effectiveness .
- Compensation and alignment: Director retainer increased to $200,000 with a minimum $100,000 RSUs, plus committee fees; Gutierrez’s mix in FY 2024 was $40,000 cash and $170,000 RSUs (12,801 RSUs vesting June 7, 2025)—a balanced cash/equity structure with one-year vesting and CIC/death/disability exceptions .
- Ownership and policies: Beneficial ownership remains <1%; strong corporate policies (clawback, anti-hedging/pledging, ownership guidelines) promote alignment and risk mitigation .
- Potential conflicts: Historical affiliation with Clearlake Capital (a significant shareholder in earlier years) could present perceived interlock risk, though the Board’s independence determinations consider related transactions and affirm independence; no related-party transactions involving Gutierrez are disclosed .
- RED FLAGS: None disclosed regarding Gutierrez for Section 16 compliance, pledging/hedging, or related-party transactions; 2025 governance proposals to declassify the Board and remove supermajority provisions are shareholder-friendly signals .