Brad Jacobs
About Brad Jacobs
Brad Jacobs, age 68, is Chairman and Chief Executive Officer of QXO; he became Chairman and CEO upon the June 6, 2024 closing of the Equity Investment and has served on QXO’s board since 2024 . He previously founded and led multiple multibillion‑dollar companies, including United Rentals and United Waste Systems, and has chaired boards of several public companies, bringing deep operational and capital allocation expertise . Under his leadership in 2024, QXO reported net income of $27.97 million and disclosed a “~400%” increase in stockholder value from the December 2023 investment announcement to the late‑July 2024 grant date context, framing the higher reported grant date values; the company’s cumulative TSR index value shown for 2024 was 56.12 under SEC rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QXO, Inc. | Chairman & CEO | Chairman since Jun 6, 2024; CEO from Jun 6, 2024 | Installed new governance and compensation architecture; led transformational capital raises and M&A agenda . |
| XPO, Inc. | Chairman & CEO; Executive Chairman | CEO/Chairman Sep 2, 2011–Nov 1, 2022; Executive Chairman since Nov 1, 2022 | Built logistics platform and executed technology‑led operations; continued oversight as Executive Chairman . |
| GXO Logistics, Inc. | Non‑Executive Chairman | Since Aug 2, 2021 | Governance oversight and strategic guidance at global contract logistics leader . |
| RXO, Inc. | Non‑Executive Chairman | Since Nov 2022; not standing for re‑election in 2025 | Oversight of asset‑light brokerage; transition planned in 2025 . |
| United Rentals, Inc. | Founder; Chairman & CEO; Executive Chairman | Founded 1997; CEO/Chairman 6 years; Executive Chairman 4 years | Scaled equipment rental leader via consolidation and integration . |
| United Waste Systems, Inc. | Founder; Chairman & CEO | Founded 1989; CEO/Chairman 8 years | Built waste services platform through acquisitions and operations . |
External Roles
| Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| XPO, Inc. (NYSE: XPO) | Director; Executive Chairman | — | Current public company board service . |
| GXO Logistics, Inc. (NYSE: GXO) | Non‑Executive Chairman | — | Current public company board service . |
Fixed Compensation
| Component | 2024 Value | Future Schedule / Terms |
|---|---|---|
| Base Salary | $418,269 (earned partial year in 2024) | Initial base salary $750,000; revenue‑run‑rate step‑ups: $950,000 at $1–5B; $1,150,000 at $5–10B; $1,250,000 at $10–20B; $1,500,000 at $20–30B; $1,700,000 at >$30B . |
| Target Bonus | 100% of base salary | Target bonus % scales with revenue bands: 135% ($1–5B); 150% ($5–10B); 165% ($10–20B); 200% ($20–30B; >$30B) . |
| Actual 2024 Bonus Paid | $750,000 | 2024 bonuses limited to target due to early stage operations; not pro‑rated . |
Performance Compensation
| Grant Type | Grant Date | Shares / Target | Grant‑Date Context | Vesting / Holding |
|---|---|---|---|---|
| RSUs | Jul 30, 2024 | 3,832,676 RSUs | Equity levels negotiated off $4.566 share price; formal grants at higher market price raised accounting values . | Five annual tranches: 15% on 12/31/2025; 17.5% on 12/31/2026; 17.5% on 12/31/2027; 25% on 12/31/2028; 25% on 12/31/2029; after‑tax shares locked until 12/31/2029 (unless CoC or death) . |
| PSUs (Relative TSR vs S&P 500) | Jul 30, 2024 | 7,117,828 PSUs at target | Design emphasizes long‑term TSR outperformance; rigorous payout scale . | 50% cumulative tranche measured to 12/31/2028; 50% annual tranches with first measured for 2025; after‑tax shares locked until 12/31/2029 (unless CoC or death) . |
| Performance Metric (PSUs) | Weighting | Target Definition | Payout Scale | Vesting Mechanics |
|---|---|---|---|---|
| Relative TSR vs S&P 500 | 65% of shares at target are PSUs for CEO; remainder RSUs | Percentile rank vs S&P 500 constituents | 0% below 55th; 100% at 55th; 150% at 65th; 175% at 75th; 200% at 80th; 225% at 90th; linear interpolation above 55th | 50% cumulative to 12/31/2028; 50% in annual tranches starting 12/31/2025; RSU tranches vest as 15%/17.5%/17.5%/25%/25% 2025–2029 . |
| 12/31/2025 RSU Tranche | Approx. Shares | 12/31/2026 RSU Tranche | Approx. Shares | 12/31/2027 RSU Tranche | Approx. Shares | 12/31/2028 RSU Tranche | Approx. Shares | 12/31/2029 RSU Tranche | Approx. Shares |
|---|---|---|---|---|---|---|---|---|---|
| 15% of 3,832,676 | ≈574,901 | 17.5% | ≈670,721 | 17.5% | ≈670,721 | 25% | ≈958,169 | 25% | ≈958,169 |
Note: Approximate tranche share counts are derived from disclosed RSUs and stated vesting percentages .
Additional policies:
- Clawback aligned to SEC rules for restatements (three‑year lookback) .
- No stock options currently granted; equity program delivered via RSUs/PSUs .
Equity Ownership & Alignment
| Category | Amount | Details |
|---|---|---|
| Total Beneficial Ownership (Common) | 394,218,132 shares; 49.0% of class | Indirect via Jacobs Private Equity II, LLC; combination of convertible preferred and warrants; address in Greenwich, CT . |
| Convertible Perpetual Preferred | 900,000 shares; 90.0% of class | Initially convertible into common at $4.566; part of $1.0B Equity Investment . |
| Warrants | 197,109,065 common shares issuable | Exercise prices: 50% at $4.566, 25% at $6.849, 25% at $13.698; standard anti‑dilution . |
| Outstanding CEO Awards (12/31/2024) | RSUs: 3,832,676; PSUs (target): 7,117,828 | Mark‑to‑market values at $15.90 close: RSUs $60,939,548; PSUs $113,173,465 . |
| Holding/Transfer Restrictions | Award shares (net of taxes) locked until 12/31/2029 except CoC or death | Applies to RSUs and PSUs; reinforces long‑term alignment . |
| Trading Policy | Company securities trading policy adopted; included as 10‑K exhibit | Policy governs director/officer trading practices . |
Liquidity considerations:
- Registration Rights Agreement provides demand (up to 10), shelf and piggyback registration for Investors including JPE, enabling public sale of Registrable Securities subject to conditions .
- Stockholders Agreement restricts transfers by Other Investors until June 6, 2029; exceptions apply if JPE transfers, indicating asymmetric lock‑ups that may concentrate discretion with JPE .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Five‑year CEO employment agreement executed June 5, 2024; effective at closing on June 6, 2024 . |
| Base/Bonus Escalators | Base and target bonus scale with revenue run rate bands (see Fixed Compensation table) . |
| Involuntary Termination (no CoC) | Cash equal to 12 months base salary; prorated target bonus for year of termination; 12 months healthcare or cash in lieu; partial vesting of RSUs and PSUs per award rules . |
| Change‑in‑Control (double trigger) | 2.99x salary + target bonus; prorated target bonus; 24 months healthcare or cash in lieu; full vesting of RSUs/PSUs generally at target or actual performance through CoC; 280G cut‑down to optimize after‑tax outcome . |
| Non‑Compete / Non‑Solicit | Non‑compete for 12 months post‑employment (monthly non‑compete payments equal to 1/12th of base salary; company may extend for up to three additional one‑year periods with continued payments); employee and customer non‑solicit during employment and for two years thereafter; confidentiality and mutual non‑disparagement during and after employment . |
| Equity Award Mechanics | RSUs five annual tranches; PSUs annual and cumulative tranches with TSR matrix; all net shares locked until 12/31/2029 except CoC/death . |
Board Governance
- Dual role: Brad Jacobs is both Chairman and CEO; Board emphasizes independent oversight via a Lead Independent Director (Allison Landry) who presides over executive sessions and liaises with the Chairman . Five of seven directors are independent; Audit, Compensation and Talent, and Nominating/Governance/Sustainability committees are fully independent .
- Committee service: Jacobs does not sit on board committees; current committee chairs include Jason Aiken (Audit), Allison Landry (Compensation & Talent), and Marlene Colucci (Nominating/Governance/Sustainability) .
- Board designation rights: Jacobs Private Equity II (JPE) holds rights to designate a majority or significant portion of directors based on ownership thresholds, reflecting concentrated governance influence alongside fiduciary duty constraints .
- Attendance: Board recorded 100% attendance at seven of nine meetings; all directors attended at least 75% of meetings of the board and committees on which they served .
- Director pay: Non‑employee director compensation was set at $100,000 cash retainer plus expected $175,000 in annual RSUs, with additional stipends for lead independent director and committee chairs; CEO did not receive separate board compensation .
Performance & Track Record
- Value creation disclosures: Company attributes “~400%” increase in stockholder value from December 2023 investment announcement to July 2024 grant timing to strategic actions under Jacobs, including capital raising and the Beacon Roofing Supply agreement .
- 2024 Pay vs. Performance: “Compensation actually paid” methodology shows the effect of equity valuations, with PEO metrics presented under SEC rules; 2024 cumulative TSR index value 56.12; net income $27.97 million .
Related Party Transactions
- Equity Investment: $1.0 billion investment by Investors including JPE (controlled by Jacobs) comprised 1,000,000 convertible preferred shares and warrants initially exercisable for 219,010,074 shares; board reconstituted; Jacobs appointed Chairman and CEO at closing .
- Family employment: CEO’s son‑in‑law employed as an executive at QXO with FY 2024 total cash compensation exceeding $120,000 .
- Registration and stockholder agreements: Rights and voting arrangements with Investors, including JPE’s direction on voting and transfer limitations for Other Investors until June 6, 2029 .
Equity Incentives Detail (Snapshot at 12/31/2024)
| Metric | Value |
|---|---|
| RSUs Outstanding (Unvested) | 3,832,676 units; market value $60,939,548 (at $15.90) . |
| PSUs Outstanding (Target) | 7,117,828 units; market value $113,173,465 (at $15.90) . |
| Holding Period | Net shares from RSUs/PSUs locked until 12/31/2029 except CoC/death . |
Board Service History and Roles
- Service: Director since 2024; Chairman of the Board since June 6, 2024 .
- Committees: None; as Chairman/CEO, Jacobs does not serve on Audit, Compensation & Talent, or Nominating/Governance/Sustainability .
- Independence: Board has majority independent directors; Jacobs and Harik are non‑independent .
- Dual‑role implications: Combined CEO‑Chair model mitigated by Lead Independent Director structure and fully independent key committees; however, JPE’s board designation rights and concentrated ownership heighten governance influence considerations .
Director Compensation (Chairman/CEO)
- No additional director fees for Jacobs’ board service in 2024; CEO compensation captured under executive program .
Risk Indicators & Red Flags
- Concentrated ownership and board designation rights by JPE (49% common beneficial; rights to designate board seats) can reduce independence and increase control risks .
- Broad registration rights (demand/shelf/piggyback) may facilitate significant future share sales by Investors, potentially increasing selling pressure when windows open .
- Related party employment of CEO’s family member requires ongoing oversight (Audit Committee reviews related party transactions) .
- Dual role (CEO + Chairman) necessitates effective lead independent director processes and independent committees to sustain oversight quality .
Compensation Structure Analysis
- Equity‑heavy, long‑dated awards with stringent TSR hurdles (no payout below 55th percentile; 225% max only at 90th percentile) reinforce pay‑for‑performance alignment versus broad market .
- Five‑year equity package design (no annual top‑up contemplated in agreement) and 12/31/2029 transfer restrictions strengthen retention and long‑term focus .
- Bonus framework initially limited to target in 2024 given pre‑acquisition stage; future cash compensation scales with revenue run rate, embedding operating growth gates .
Vesting Schedules and Potential Selling Pressure
- RSU vesting dates and tranches: 12/31 annually from 2025 to 2029 at 15%/17.5%/17.5%/25%/25%; net shares locked until 12/31/2029 (unless CoC/death) .
- PSU tranches: Four annual tranches beginning 2025 and one cumulative tranche to 12/31/2028; net shares locked until 12/31/2029 (unless CoC/death) .
- Investor liquidity: Registration rights may enable sales of preferred‑convertible or warrant shares following registrations; Other Investors face transfer restrictions until 6/6/2029, but JPE’s restrictions are not mirrored, implying asymmetric liquidity .
Employment & Contracts (Retention and Change‑of‑Control Economics)
| Provision | Jacobs |
|---|---|
| Non‑CoC Severance | 12 months base; prorated target bonus; 12 months healthcare or cash; partial equity vesting per award terms . |
| CoC Severance (Double Trigger) | 2.99x salary + target bonus; prorated target bonus; 24 months healthcare or cash; full RSU/PSU vesting generally at target or actual; 280G cut‑down if beneficial . |
| Restrictive Covenants | Non‑compete: 12 months; company may extend up to 3 years with monthly salary payments; 2‑year non‑solicit; confidentiality and mutual non‑disparagement . |
Investment Implications
- Alignment: Equity‑heavy, five‑year design with strict relative TSR thresholds and share transfer locks through 2029 signals strong long‑term alignment and reduces near‑term insider selling from awarded shares; however, JPE’s registration rights maintain optionality for broader liquidity events .
- Governance risk: Combined CEO/Chair and JPE’s board designation rights plus 49% beneficial ownership increase control risk; reliance on Lead Independent Director and independent committees is critical to protect minority shareholders .
- Retention: Contractual severance economics and non‑compete structure provide balanced protection; change‑of‑control terms are standard but sizable (2.99x), with clawback in place for restatements .
- Trading signals: Upcoming PSU performance determinations (starting YE 2025) tied to S&P 500 relative TSR will be milestones; any registration activity under demand/shelf rights or shifts in JPE’s holdings could signal future supply/dilution dynamics .