Marlene Colucci
About Marlene Colucci
Marlene Colucci (age 62) is an independent director of QXO, serving since June 6, 2024. She is CEO of The Business Council (since July 2013), previously EVP of public policy at the American Hotel & Lodging Association, Special Assistant to President George W. Bush in Domestic Policy, Deputy Assistant Secretary at the U.S. Department of Labor, and senior counsel at Akin Gump. She holds a JD from Georgetown University Law Center and serves as vice chair of GXO Logistics’ board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Business Council | Chief Executive Officer | Jul 2013 – present | Leads CEO association; governance and business operations exposure |
| American Hotel & Lodging Association | EVP, Public Policy | Sep 2005 – Jun 2013 | Developed policy positions; labor/transportation policy |
| The White House (Domestic Policy) | Special Assistant to the President | Sep 2003 – Jun 2005 | Developed labor, transportation, postal reform policy; advised president/staff |
| U.S. Department of Labor | Deputy Assistant Secretary, Congressional & Intergovernmental Affairs | Prior to 2003 | Government liaison; policy development |
| Akin Gump Strauss Hauer & Feld LLP | Senior Counsel | ~12 years | Legal expertise; corporate governance exposure |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| GXO Logistics, Inc. (NYSE: GXO) | Vice Chair, Board of Directors | Current | Interlock with QXO Chair Brad Jacobs (non-executive chair at GXO) |
Board Governance
- Committee assignments: Chair, Nominating, Corporate Governance & Sustainability Committee (NCGSC); Member, Compensation & Talent Committee (CTC) .
- Independence: The Board determined Colucci is independent under NYSE rules; only Brad Jacobs and Mario Harik are non-independent .
- Attendance and engagement:
- Board met 9 times in FY2024; each director attended at least 75% of meetings; 100% attendance at seven of nine board meetings .
- Committee activity in 2024: Audit (5 meetings), Compensation & Talent (4), NCGSC (1). Committees had 100% attendance by each member at every meeting .
- Board structure: Lead Independent Director role (Allison Landry) presides over executive sessions; annual self-evaluations; majority voting in uncontested elections .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Approved post-June 2024; payable quarterly . |
| Committee Chair Retainer (NCGSC) | $20,000 | Payable quarterly . |
| Committee Membership Fee | None | No separate meeting fees; expenses reimbursed . |
| Lead Independent Director Premium | $30,000 | Not applicable to Colucci; for lead independent director . |
2024 actual director compensation:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $38,361 |
| Stock Awards ($) | $175,002 (14,523 RSUs granted on Jul 30, 2024) |
| Options ($) | $0 |
| Total ($) | $213,363 |
Performance Compensation
| Performance Metric in Director Compensation | Status |
|---|---|
| Equity performance conditions for directors | None disclosed; director equity is time-based RSUs; 14,523 RSUs granted in 2024 . |
| Options/SARs | None granted to directors in 2024 (director table shows no options; company noted it does not currently grant stock options/SARs) . |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Governance Implication |
|---|---|---|---|
| GXO Logistics (NYSE: GXO) | Vice Chair | QXO Chair Brad Jacobs is non-exec chair at GXO | Potential network interlock; monitor independence and information flow. |
| XPO, RXO (peer boards among QXO directors) | Peers on QXO board include XPO CEO (Harik), RXO vice chair (Kissel), XPO vice chair (Landry) | Board concentration across Jacobs-affiliated companies; oversight mitigated by independence and committee composition . |
Expertise & Qualifications
- Public policy expertise (labor, transportation, postal reform); legal training (JD, Georgetown) .
- Corporate governance experience; sustainability oversight as NCGSC chair .
- Business operations experience through leadership of CEO association .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common Shares Beneficially Owned | 219,009 shares (<1%) . |
| Convertible Preferred Stock | 500 shares . |
| Warrants | 109,504 exercisable; conversion shares 109,505 from preferred (included in beneficial ownership calculation) . |
| Unvested Director RSUs Outstanding (12/31/2024) | 14,523 . |
| Ownership % of Common | <1% . |
Notes: Beneficial ownership computed per SEC rules includes securities convertible/exercisable within 60 days and vested RSUs within 60 days; addresses as per proxy .
Governance Assessment
-
Strengths:
- Independent director with chair role on NCGSC and member of CTC; committee independence affirmed .
- Documented board evaluation processes, majority voting, lead independent director and executive sessions .
- High committee attendance and defined charters; clear oversight of risk, governance, and sustainability .
-
Alignment and incentives:
- Director pay balanced between cash retainer and time-based RSUs ($175k expected annually); no performance-conditioned equity for directors; avoids short-term risk-taking .
- Personal investment and beneficial ownership (common, preferred, warrants) indicate skin-in-the-game, though percentage is <1% .
-
Potential conflicts/related-party exposure:
- Equity Investment structure gave JPE (controlled by QXO Chair/CEO Brad Jacobs) significant board designation rights; concentration of influence warrants vigilance by independent directors and NCGSC .
- Other Investors agreed to vote per JPE direction under Stockholders Agreement until 2029, which could constrain shareholder-driven governance changes; reinforces importance of independent committee oversight .
- Cross-directorships with GXO (where Jacobs is non-exec chair) create interlocks; NCGSC chair role (Colucci) and majority independent committees mitigate but monitor for related-party transactions and independence issues .
-
Attendance/engagement signal:
- NCGSC met once in 2024 (first year post-reconstitution); CTC met four times; all committee meetings had 100% member attendance. As chair/member, Colucci’s committee engagement appears solid; track frequency and agenda depth as QXO scales .
-
Policies:
- Clawback policy for executive incentive comp; securities trading policy; no meeting fees; chair retainers transparent .
RED FLAGS to monitor:
- Governance concentration via JPE designation rights and voting commitments through 2029 .
- Extensive interlocks across Jacobs-affiliated companies (GXO, XPO, RXO) increasing perceived influence; require rigorous independence processes and related-party oversight .
- NCGSC meeting cadence (1 in 2024) relative to strategic changes; ensure robust governance and sustainability oversight as acquisitions integrate .