Mario Harik
About Mario Harik
Mario Harik (age 44) has served as a director of QXO since June 6, 2024. He is chief executive officer of XPO, Inc. (since November 2022) and serves on XPO’s board; he holds a master’s in engineering, information technology from MIT and a degree in engineering, computer and communications from the American University of Beirut. The QXO board has determined that Mr. Harik is not independent under NYSE rules; he serves on no QXO board committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XPO, Inc. | Chief Executive Officer; Director | CEO since Nov 2022; joined XPO in 2011 (CIO; later Chief Customer Officer; President, North American LTL) | Led technology-driven operations; multi-role operating leadership prior to CEO |
| Oakleaf Waste Management | Chief Information Officer | Not disclosed | IT leadership |
| Tallan, Inc. | Chief Technology Officer | Not disclosed | Technology leadership |
| G3 Analyst | Co-founder | Not disclosed | Early-stage technology venture |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| XPO, Inc. (NYSE: XPO) | Chief Executive Officer; Director | CEO since Nov 2022 | Not disclosed |
Board Governance
- Committee assignments: Messrs. Jacobs, Harik and Kushner do not serve on any board committees.
- Independence: The board affirmatively determined that each director except Mr. Jacobs and Mr. Harik is independent under NYSE standards (therefore Harik is not independent).
- Attendance and engagement:
- The board met 9 times in fiscal 2024; each current director attended at least 75% of the aggregate board and committee meetings of which they were a member.
- The board had 100% attendance at seven of nine meetings; all committee members had 100% attendance at their committee meetings.
- Board leadership: Allison Landry is lead independent director (appointed June 6, 2024); executive sessions of independent directors occur at least annually.
- Committee structure: Audit, Compensation & Talent, and Nominating/Corporate Governance/Sustainability consist entirely of independent directors; current chairs are Aiken (Audit), Landry (Compensation), Colucci (Nominating).
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Payable quarterly in arrears |
| Lead Independent Director fee | $30,000 | Additional cash retainer |
| Committee Chair fees | Audit: $25,000; Compensation: $20,000; Nominating: $20,000 | Additional cash retainers |
| Meeting fees | None | No meeting fees paid |
2024 actual director compensation (partial year):
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mario Harik | 31,967 | 175,002 | 206,969 |
Notes: 2024 reflects service beginning June 6, 2024 and an RSU grant on July 30, 2024. No options or other cash incentive compensation for directors was reported for 2024.
Performance Compensation
| Equity Award Type | Grant Date | Units | Grant‑Date Fair Value ($) | Vesting/Performance Metrics |
|---|---|---|---|---|
| Time‑based RSUs (annual grant) | July 30, 2024 | 14,523 | 175,002 | Time‑based; no performance metrics disclosed |
- Structure: Following the new board’s appointment in June 2024, QXO approved expected annual time‑based RSUs worth $175,000 for non‑employee directors (no performance conditions disclosed).
- Options: None granted to directors in 2024 (Harik option awards $—).
Other Directorships & Interlocks
| Company | Type | Role/Detail | Interlock/Overlap Consideration |
|---|---|---|---|
| XPO, Inc. | Public | CEO; Director | Overlap with QXO chair Brad Jacobs, who is executive chairman of XPO and chairman/CEO of QXO, indicating overlapping leadership ties between QXO and XPO. |
- Governance context: QXO’s Certificate of Incorporation grants Jacobs Private Equity II (JPE) designation rights for board seats contingent on ownership thresholds, and a Stockholders Agreement requires certain investors to vote in line with JPE through June 6, 2029, which can influence director selection and re‑election dynamics.
Expertise & Qualifications
- Education: MIT master’s in engineering (information technology); American University of Beirut degree in engineering (computer & communications).
- Board‑disclosed skills: Business operations; corporate governance; technology and information systems; risk management; mergers & acquisitions/integration; multinational management; human resources/talent; customer service; sales/marketing.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Convertible Preferred Shares | % of Class | Unvested RSUs (12/31/24) |
|---|---|---|---|---|---|
| Mario Harik | 2,190,099 | * (<1%) | 5,000 | * | 14,523 |
- Methodology: Beneficial ownership per SEC rules includes securities convertible or exercisable within 60 days and RSUs vesting within 60 days of the record date.
- Pledging/hedging: QXO discloses a securities trading policy, but the proxy does not detail director‑specific hedging/pledging restrictions or any pledges by Mr. Harik.
- Ownership guidelines: No director stock ownership guideline disclosures were identified in the proxy.
Governance Assessment
Strengths
- Operating and technology depth: CEO of XPO with substantial technology and operations background; adds domain expertise aligned with QXO’s tech‑forward, roll‑up strategy.
- Alignment via equity: Director pay is predominantly equity; in 2024, stock awards ($175,002) exceeded cash fees ($31,967), signaling equity‑heavy alignment.
- Engagement: Board‑level attendance thresholds met; strong committee attendance culture; independent committees chaired by experienced directors; lead independent director structure in place.
Watch items / RED FLAGS
- Not independent: The board determined Mr. Harik is not independent under NYSE standards, which can limit perceived board independence, particularly given QXO’s concentrated control structure.
- Overlapping affiliations: Dual ties between QXO and XPO (Harik as XPO CEO/director; Jacobs as QXO chair/CEO and XPO executive chairman) raise potential for informational interlocks and perceived influence conflicts, warranting robust recusals and related‑party oversight.
- Control and voting agreements: JPE’s board designation rights and a Stockholders Agreement binding certain investors to vote per JPE through June 2029 could entrench board composition and reduce minority shareholder influence over director elections.
- Limited committee participation: Harik serves on no QXO committees, reducing direct involvement in audit, compensation, and governance oversight.
- Related‑party environment: The company reported additional related‑party items (e.g., insider family employment; director/NEO participation in a private placement) highlighting the importance of vigilant audit committee oversight, though no Harik‑specific related‑party transactions were disclosed.
Overall implication for investors: Harik brings valuable operating and technology expertise and holds a meaningful personal stake, but his non‑independent status, overlapping affiliations with XPO, and QXO’s control‑oriented governance (JPE rights and voting agreement) are key governance risks to monitor. Ensuring robust recusals on any XPO‑adjacent matters, transparent related‑party review, and continued independent committee leadership will be important signals for investor confidence.