Jason Aiken
About Jason Aiken
Jason Aiken, age 52, has served as an independent director of QXO since June 6, 2024, and is Chair of the Audit Committee. He is Executive Vice President, Technologies at General Dynamics; previously he was EVP, Technologies & CFO (Jan 2023–Feb 2024), and SVP & CFO (Jan 2014–Jan 2023). Earlier, he was CFO of Gulfstream Aerospace and held senior accounting roles at General Dynamics; he began his career as an audit manager at Arthur Andersen. He holds an MBA from Northwestern’s Kellogg School and a bachelor’s in business administration and accounting from Washington & Lee University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics | EVP, Technologies | Jan 2023–present | Senior operational and strategic leadership |
| General Dynamics | EVP, Technologies & CFO | Jan 2023–Feb 2024 | Combined finance and technology leadership |
| General Dynamics | SVP & CFO | Jan 2014–Jan 2023 | Corporate finance leadership for Fortune 100 company |
| Gulfstream Aerospace (GD subsidiary) | SVP & CFO | Prior to 2014 | Aerospace financial leadership |
| General Dynamics | Controller; VP Accounting; Director of Consolidation Accounting | Prior years | Technical accounting and reporting |
| Arthur Andersen | Audit Manager | Early career | Audits/consulting for defense contractors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Dynamics | EVP, Technologies | Jan 2023–present | Public company executive role; no public company directorships disclosed |
Board Governance
- Committee assignments: Aiken is Audit Committee Chair; members are Aiken (chair), Mary Kissel, and Allison Landry .
- Independence: Board determined all Audit Committee members are independent; Aiken qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Engagement: Audit Committee met five times during 2024, indicating active oversight of financial reporting, auditor independence, internal controls, compliance, and related party transactions .
- Auditor oversight: 2024/2023 audit by Marcum (fees below); 2025 proposal to ratify Deloitte as independent auditor, signaling an auditor transition under Audit Committee oversight .
Committee Memberships (Record Date)
| Name | Audit Committee | Compensation & Talent Committee | Nominating, Corporate Governance & Sustainability |
|---|---|---|---|
| Jason Aiken | Chair; Financial Expert | — | — |
| Allison Landry | Member | Chair | Member |
| Marlene Colucci | — | Member | Chair |
| Mary Kissel | Member | Member | Member |
Fixed Compensation
- Director compensation policy (effective after June 2024): annual cash retainer $100,000; additional retainers: Lead Independent Director $30,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $20,000; no meeting fees; paid quarterly .
- 2024 actual director compensation (prorated due to June start):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $39,959 |
| Committee Chair Fee (Audit) | Included in cash; policy $25,000 annual (quarterly) |
| Total Cash | $39,959 |
Performance Compensation
- Equity structure for directors: expected annual time-based RSUs worth $175,000; no stock options currently granted by the company .
- 2024 actual grant:
| Equity Award | Grant Date | Units | Grant-Date Fair Value |
|---|---|---|---|
| RSUs | Jul 30, 2024 | 14,523 | $175,002 |
Performance Metric Table (Director Compensation)
| Metric | Tied to Director Pay? | Details |
|---|---|---|
| Relative TSR | No | Director RSUs are time-based; performance metrics apply to executive PSUs, not director equity |
| Revenue/EBITDA targets | No | Not disclosed for director compensation |
| ESG goals | No | Not disclosed for director compensation |
| Options | Not used | Company states it does not currently grant options/SARs |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Aiken, which reduces interlock/conflict risk .
- Shared directorships: None; however, other QXO directors hold roles at XPO/RXO/GXO, not attributable to Aiken .
Expertise & Qualifications
- Financial and accounting expertise from CFO roles at a Fortune 100 company; designated Audit Committee Financial Expert .
- Senior operational, transactional, and strategic experience applicable to QXO’s value creation agenda .
- Skill matrix indicates capabilities in corporate governance, risk management, technology/information systems, financial statement analysis, and M&A/integration .
Equity Ownership
| Holder | Shares of Common Beneficially Owned | % of Class | Preferred Shares | Footnote Details |
|---|---|---|---|---|
| Jason Aiken | 43,801 | <1% | 100 | Includes 21,900 warrants exercisable within 60 days and 21,901 shares issuable upon conversion of 100 preferred shares |
- Unvested director RSUs outstanding at 12/31/2024: 14,523 units (for each listed director), consistent with the July 30 grant .
- Pledging/hedging: No pledging disclosed for Aiken; not mentioned in proxy .
Auditor Fees (Oversight Context)
| Fee Category | 2024 | 2023 |
|---|---|---|
| Audit Fees | $306,345 | $179,551 |
| Audit-Related Fees | $101,244 | $66,703 |
| Tax Fees | $30,525 | $76,958 |
| All Other Fees | — | — |
| Total | $438,114 | $323,212 |
Governance Assessment
- Strengths: Independent director; Audit Chair; designated financial expert; active committee cadence (5 meetings in 2024); robust pre-approval and auditor oversight, with a move to propose Deloitte for 2025, signaling governance maturity and audit quality focus .
- Alignment: Director pay is balanced—cash retainer plus time-based RSUs; absence of options reduces risk of repricing; no meeting fees; transparent committee chair retainer structure .
- Ownership: Direct economic alignment exists but is modest (<1% ownership), augmented by warrants/preferred convertible exposure; no pledging disclosed .
- Conflicts/Related Party: No related-party transactions tied to Aiken disclosed; the Audit Committee explicitly oversees related-party transactions, mitigating conflict risk .
- RED FLAGS: None specific to Aiken disclosed; no low attendance, no say-on-pay anomalies linked to directors, no tax gross-ups or option repricing for directors; note that broader board composition includes high-profile figures, but Aiken has no other public board seats, reducing interlock concerns .
Overall implication: Aiken’s profile and committee leadership should bolster investor confidence in QXO’s financial reporting integrity and auditor oversight; compensation structure appears plain-vanilla for directors, with time-based equity and clear chair retainer rates, and no disclosed conflicts tied to Aiken .