Ihsan Essaid
About Ihsan Essaid
Chief Financial Officer of QXO since July 15, 2024, following a senior investment banking career as Global Head of M&A at Barclays and earlier roles at Credit Suisse and Perella Weinberg Partners . Under Essaid’s finance leadership during 2025 integration of Beacon Roofing Supply, QXO reported net sales of $1.91B and Adjusted EBITDA of $204.6M in Q2, and net sales of $2.73B and Adjusted EBITDA of $302M in Q3, reflecting rapid scale-up and transformation initiatives post-acquisition . Company TSR context from the pay-versus-performance disclosure shows the $100 investment value series used for compensation alignment and benchmarking, with 2024 TSR value reported at $56.12 (pre/post transaction context) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays | Global Head of M&A | — | Senior M&A leadership; experience structuring large, complex transactions aligned with QXO’s acquisition-led strategy |
| Credit Suisse | Senior M&A roles | — | Execution of strategic M&A; supports value creation via disciplined dealmaking and integration |
| Perella Weinberg Partners | Senior M&A roles | — | Advisory on transformative deals; enhances QXO’s inorganic growth capabilities |
External Roles
- No public company directorships disclosed for Essaid .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Salary (earned) | $415,384 | Partial-year employment; joined July 15, 2024 |
| Target bonus % | 125% of base salary | Set in employment agreement; 2024 bonus paid in full at target (not pro-rated) |
| Bonus paid (incl. sign-on) | $4,125,000 | Includes $3,000,000 sign-on bonus with 2-year repayment clawback if certain termination conditions occur |
Compensation escalation schedule tied to revenue run-rate (effective each calendar year; increases only):
| Annualized Revenue Run Rate Band | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) |
|---|---|---|---|
| $5B–$10B | 1,100,000 | 140% | 1,540,000 |
| $10B–$20B | 1,185,000 | 155% | 1,836,750 |
| $20B–$30B | 1,425,000 | 190% | 2,707,500 |
| >$30B | 1,615,000 | 190% | 3,068,500 |
Performance Compensation
Equity awards granted July 30, 2024 (intended as a multi-year package; no recurring annual grants during vesting term):
| Award Type | Grant Size | Key Terms |
|---|---|---|
| RSUs | 847,500 | Time-based vesting; post-vesting transfer restriction until 12/31/2029 (except change in control or death) |
| PSUs (Target) | 1,137,500 | Relative TSR vs S&P 500; annual tranches plus a cumulative cliff tranche through 12/31/2028; transfer restriction until 12/31/2029 |
RSU vesting schedule (annual tranches):
| 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|
| 15% | 17.5% | 17.5% | 25% | 25% |
PSU performance metric and payout grid (Relative TSR vs S&P 500):
| Percentile Position | Payout vs Target |
|---|---|
| Below 55th | 0% |
| 55th | 100% |
| 65th | 150% |
| 75th | 175% |
| 80th | 200% |
| 90th | 225% |
PSU performance periods:
- Annual tranches measured each year (first determination after 12/31/2025) and a 50% cumulative long-term tranche measured on 12/31/2028; payout subject to relative TSR ranking per grid above .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Beneficial ownership (common) | 109,410 shares | <1% of outstanding; as of record date March 20, 2025 |
| Unvested RSUs | 847,500 | Outstanding at 12/31/2024 |
| Unvested PSUs (Target) | 1,137,500 | Outstanding at 12/31/2024 |
| Options | None disclosed | Company does not currently grant options |
| Holding/transfer restrictions | Through 12/31/2029 | Post-vesting shares from RSUs/PSUs restricted from transfer (except change in control or death) |
| Hedging/pledging | Not disclosed | Securities Trading Policy referenced; specific hedging/pledging terms not disclosed in proxy |
Stock ownership guidelines:
- Formal multiple-of-salary guidelines not disclosed; long holding periods and transfer restrictions serve as alignment mechanism .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Start date | July 15, 2024 | CFO appointment and agreement effective on employment commencement |
| Severance (involuntary, no cause / good reason) | 12 months base salary; prorated target bonus for year of termination; 6 months healthcare | If termination on/before 12/31/2026, make-whole cash equal to $3M minus vested equity value as of termination |
| Change-of-control termination (within 2 years) | 2× (base salary + target bonus); prorated target bonus; 12 months healthcare | Full vesting of RSUs and PSUs; PSUs generally vest based on target or actual performance through change in control; 280G cutback if net-benefit to executive |
| Equity vesting on qualifying termination | Pro-rata vesting of next RSU tranche; pro-rata PSU vesting (generally at target) for in-period annual tranche and cliff tranche | Death triggers full vesting at specified performance levels |
| Non-compete | 12 months post-employment; company may extend one additional year with monthly payments equal to 1/12 of target total annual cash compensation | Employee/customer non-solicit (2 years); confidentiality and non-disparagement obligations |
| Clawback | Accounting restatement recovery of incentive-based compensation (3-year lookback) | Company-wide policy per SEC rules |
Performance & Track Record (Company context during Essaid’s CFO tenure)
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Net sales ($MM) | 1,906.4 | 2,728.3 |
| Adjusted EBITDA ($MM) | 204.6 | 302.0 |
Notes:
- Q2 results include legacy Beacon operations only from April 29, 2025 to June 30, 2025 following close of the Beacon acquisition .
- Financing actions in Q2 included ~$4.9B debt raised and ~$4.8B equity/mandatory converts; net debt ~$1.2B at quarter-end .
Investment Implications
- Strong pay-for-performance design: High share count PSUs tied to demanding relative TSR thresholds (no payout below 55th percentile; max at 90th percentile), aligning upside with shareholder returns and reducing windfall risk .
- Retention mechanics: Multi-year RSU/PSU vesting with post-vesting transfer restrictions through 12/31/2029 and non-compete/non-solicit covenants materially limit near-term selling pressure and reinforce continuity during integration and transformation .
- Cash protection and early termination risk: Make-whole protection up to $3M if terminated before 12/31/2026 offsets forfeited incentives and mitigates early departure risk, while standard severance (12 months) and double-trigger change-in-control (2× cash + full vesting) are market-consistent; 280G cutback avoids excise tax inefficiency .
- Ownership alignment: Direct share ownership (<1%) is modest, but significant unvested RSUs/PSUs and long holding requirements provide substantial economic exposure to long-term value creation and relative TSR performance .
- Governance safeguards: SOX certifications and a clawback policy on incentive compensation tied to financial reporting promote control rigor and mitigate restatement-linked compensation risk .
