Chris Signorello
About Chris Signorello
Christopher Signorello serves as Chief Legal Officer and Corporate Secretary of QXO, appointed via 2024 offer letter and documented across multiple transactional and SEC filings . He led legal execution for QXO’s transformational Beacon transaction, signing tender offer statements and financing amendments on behalf of QXO and its affiliates . QXO’s 2024 executive pay design ties a significant portion of awards to relative TSR versus the S&P 500, with stringent payout hurdles, aligning management incentives with long-term stockholder returns; company materials highlight ~400% stockholder value increase from the equity investment announcement to the grant date context in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QXO, Inc. | Chief Legal Officer & Corporate Secretary | 2024–present | Led legal execution of Beacon acquisition tender offer filings and financing agreements for QXO and subsidiaries |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Queen MergerCo, Inc. (QXO affiliate) | Secretary | 2025 | Officer on SC TO-T/A filings supporting QXO’s Beacon tender offer execution |
| Queen Holdco, LLC (QXO affiliate) | Secretary | 2025 | Execution of transaction documents in Beacon deal structure |
| Queen Topco, LLC (QXO affiliate) | Secretary | 2025 | Execution support for Beacon transaction filings |
| Beacon Sales Acquisition, Inc. (subsidiary party) | Chief Legal Officer (signatory) | 2025 | Signatory on term loan Incremental Assumption and Amendment Agreement No. 1 |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 287,212 |
| Actual Bonus Paid ($) | 515,000 |
| Stock Awards ($) | 5,239,988 |
| Option Awards ($) | — |
| All Other Compensation ($) | — |
| Total ($) | 6,042,200 |
2024 bonuses were paid at target due to the company’s transition stage without established performance metrics for that year .
Performance Compensation
Incentive Design Overview
| Component | Metric | Weighting / Grant | Target / Hurdle | Payout Range | Vesting |
|---|---|---|---|---|---|
| RSUs | Time-based service | 165,000 units (unvested at 12/31/24) | N/A | N/A | Five annual tranches: 15%, 17.5%, 17.5%, 25%, 25% on each Dec 31 from 2025–2029 |
| PSUs | Relative TSR vs S&P 500 | 165,000 target units (unvested at 12/31/24) | 55th percentile = 100% earned; <55th = 0% | 0% to 225% (max at 90th percentile) | 50% measured cumulatively to 12/31/2028 (Cliff) and 50% annual tranches beginning 12/31/2025 (Annual) |
RSU Vesting Schedule (derived from 165,000 units)
| Vest Date | % of Grant | Shares |
|---|---|---|
| 12/31/2025 | 15% | 24,750 (derived from 165,000 × 15%) |
| 12/31/2026 | 17.5% | 28,875 (derived from 165,000 × 17.5%) |
| 12/31/2027 | 17.5% | 28,875 (derived from 165,000 × 17.5%) |
| 12/31/2028 | 25% | 41,250 (derived from 165,000 × 25%) |
| 12/31/2029 | 25% | 41,250 (derived from 165,000 × 25%) |
After-tax shares received upon vesting of RSUs/PSUs are subject to transfer restrictions until 12/31/2029, reducing near-term selling capacity absent change in control or death .
Equity Ownership & Alignment
| Ownership Item | Details |
|---|---|
| Beneficial common shares | 295,566; <1% of class |
| Convertible preferred | 425 shares; <1% |
| Warrants & preferred conversion detail | Includes 93,077 common via warrants and 93,079 common via conversion of 425 preferred (footnote 8) |
| Unvested RSUs | 165,000; market value $2,623,500 at $15.90 close on 12/31/2024 |
| Unvested PSUs (target) | 165,000; market/payout value reference $2,623,500 at $15.90 close on 12/31/2024 |
| Options | Company does not currently grant stock options |
| Holding/transfer restrictions | After-tax vested shares are restricted from transfer until 12/31/2029 (except CoC or death) |
| Securities trading policy | Company-wide insider trading policy (Exhibit 19.1 to 2024 Annual Report) |
Employment Terms
| Provision | Term |
|---|---|
| Severance (non-CoC or >2 yrs post-CoC) | 12 months base salary; prorated target bonus for year of termination; 6 months healthcare coverage or cash; subject to release; offsets possible |
| Severance (within 2 yrs post-CoC; double-trigger) | 2× (base salary + target bonus); prorated target bonus; 12 months healthcare coverage or cash; subject to release; offsets possible |
| 280G excise tax | Cutback to avoid 4999 excise tax, applied if net-after-tax better; no gross-up disclosed |
| CIPA restrictive covenants | Non-solicit employees/customers: during employment + 4 years; confidentiality/non-disparagement: during and after employment; non-compete: 12 months with monthly payments equal to 1/12 annual base salary; company may extend up to two additional one-year periods with additional monthly payments; specified non-compete payments reduce other severance (not below zero) |
| Clawback policy | Restatement-triggered recovery for incentive compensation over prior 3 years |
Performance & Track Record
- Execution leadership: Signed SC TO-T/A filings and key transaction documents for the Beacon deal on behalf of QXO and affiliated entities, evidencing central role in M&A/legal execution .
- Company performance context in 2024: QXO documented an approximate 400% increase in stockholder value from the equity investment announcement to the July 2024 grant context, alongside major capital raises and the Beacon agreement, framing the environment for senior executive equity valuations and PSU design .
Compensation Structure Analysis
- Heavy equity weighting and long-term orientation: RSUs and PSUs granted as part of a five-year package; PSUs require relative TSR above the 55th percentile to earn any payout; maximum payout only at ≥90th percentile (0–225% range) .
- No options and strict holding restrictions: The company did not grant stock options; after-tax vested shares carry transfer restrictions until 12/31/2029, lowering near-term selling pressure and increasing alignment .
- 2024 cash bonus mechanics: Bonuses were paid at target due to operating transition and lack of established metrics—important context for cash/equity mix in the initial year .
Equity Award Detail (as of 12/31/2024)
| Award Type | Shares Unvested | Market/Payout Value Reference ($15.90 close) | Notes |
|---|---|---|---|
| RSUs | 165,000 | $2,623,500 | Five-tranche vesting; after-tax transfer restrictions to 12/31/2029 |
| PSUs (target) | 165,000 | $2,623,500 | Relative TSR vs S&P 500; 0–225% earnout; annual + cliff tranches |
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation scheduled at 2025 Annual Meeting; management solicited proxies and outlined the advisory vote process .
Investment Implications
- Alignment: Significant equity-based compensation with stringent TSR hurdles and long transfer restrictions reduces short-term selling pressure and ties realizable value to multi-year relative performance .
- Retention and post-termination controls: Double-trigger CoC severance and robust restrictive covenants (non-compete/non-solicit) suggest strong retention incentives and mitigate abrupt departures; 280G cutback limits shareholder-unfriendly tax gross-ups risk .
- Ownership signal: Beneficial ownership is <1% but complemented by sizable unvested RSUs/PSUs and warrants/preferred conversion rights; near-term trading risk is tempered by 2029 transfer restrictions .
- Execution capability: Documented lead role in major filings and financing agreements supports confidence in legal/compliance execution during transformative M&A, a positive indicator for deal-close risk and integration support .