Mary Kissel
About Mary Kissel
Mary Kissel (age 47) has served as an independent director of QXO since June 6, 2024. She is Executive Vice President and Senior Policy Advisor at Stephens Inc.; previously, she was Senior Advisor to the U.S. Secretary of State (Oct 2018–Jan 2021), a member of The Wall Street Journal editorial board in New York and editorial page editor for Asia Pacific in Hong Kong, and began her career at Goldman Sachs. She holds a master’s degree from Johns Hopkins SAIS and a bachelor’s degree in government from Harvard University. She is a nonresident senior fellow at Hudson Institute, a member of the Council on Foreign Relations, a director of the American Australian Council, and serves as vice chairman of RXO’s board. Independent board committee memberships: Audit; Compensation and Talent; Nominating, Corporate Governance and Sustainability.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Senior Advisor to the Secretary of State | Oct 2018 – Jan 2021 | Senior policy role influencing geopolitical strategy and public policy engagement |
| The Wall Street Journal | Editorial Board member (NY); Editorial Page Editor (Asia Pacific) | Prior to 2018 | Strategic communications and media leadership; global perspective |
| Goldman Sachs | Early career | Not disclosed | Finance foundation; analytical training |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Stephens Inc. | Executive Vice President & Senior Policy Advisor | Current | External employment; potential related-party exposure monitored by Audit Committee per governance policy |
| RXO, Inc. (NYSE: RXO) | Vice Chairman, Board of Directors | Current | Other public company directorship; interlock across logistics ecosystem |
| Hudson Institute | Nonresident Senior Fellow | Current | Policy expertise |
| Council on Foreign Relations | Member | Current | Geopolitics network |
| American Australian Council | Director | Current | Non-profit board role |
Board Governance
- Independence: The Board has affirmatively determined that all directors except Brad Jacobs and Mario Harik are independent under NYSE rules and QXO’s Corporate Governance Guidelines; Kissel serves on three independent committees.
- Committee memberships: Audit (member), Compensation & Talent (member), Nominating/Corporate Governance/Sustainability (member).
- Committee meeting cadence in 2024: Audit (5), Compensation & Talent (4), Nominating/Corporate Governance/Sustainability (1).
- Attendance: Board had 100% attendance at seven of nine meetings; committees had 100% attendance by each committee member (Kissel included) at every committee meeting in 2024.
- Lead Independent Director: Allison Landry (not Kissel).
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 5 | 100% for all members |
| Compensation & Talent | Member | 4 | 100% for all members |
| Nominating, Corporate Governance & Sustainability | Member | 1 | 100% for all members |
Fixed Compensation
| Item | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Payable quarterly in arrears; policy effective after June 2024 refresh |
| Committee chair fees (Audit/Comp/NCGSC) | $25,000 / $20,000 / $20,000 | Not applicable to Kissel (not a chair) |
| Lead Independent Director retainer | $30,000 | Not applicable to Kissel |
| Meeting fees | $0 | No fees for attendance; expenses reimbursed |
| Cash fees paid to Mary Kissel (FY 2024) | $31,967 | Reflects partial-year service post-appointment |
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Time-based RSUs (annual director grant) | Jul 30, 2024 | 14,523 | $175,002 | Not disclosed for directors | None disclosed for director equity; policy indicates time-based RSUs (no performance conditions) |
- Equity mix policy: Directors receive expected annual time-based RSUs worth $175,000 in addition to cash retainer; QXO states it does not currently grant stock options to directors.
Other Directorships & Interlocks
| Company | Role | Exchange/Ticker | Interlock Notes |
|---|---|---|---|
| RXO, Inc. | Vice Chairman, Board | NYSE: RXO | Overlapping governance networks with other QXO directors serving at XPO and GXO (ecosystem ties), though Kissel’s only disclosed external public board is RXO |
Expertise & Qualifications
- Geopolitics, risk advisory, public policy, and their impact on business.
- Strategic communications, media, and government affairs; multinational perspective.
- Governance, risk management, and sustainability oversight competencies per Board skills matrix.
Equity Ownership
| Security | Amount | % of Class | Notes |
|---|---|---|---|
| Common Stock | 229,950 | <1% | Beneficial ownership as of Mar 20, 2025 record date |
| Convertible Preferred Stock | 500 | <1% | Included for beneficial ownership disclosure |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 14,523 | — | Director grant from Jul 30, 2024 |
- Ownership calculation basis: Percentages reflect outstanding common shares plus applicable RSUs vesting within 60 days and exercisable/convertible securities per SEC rules; Kissel’s % of class is less than 1%.
Governance Assessment
- Board effectiveness: Kissel contributes policy and communications expertise across Audit, Compensation & Talent, and Nominating/Governance/Sustainability committees; strong committee engagement with 100% committee attendance across 2024.
- Independence & conflicts: Board affirmatively determined Kissel is independent; Audit Committee charter explicitly oversees related-party transactions, and 2024 related-party transactions were reviewed under committee oversight (no Kissel-specific Item 404 transactions disclosed).
- Compensation alignment: Director pay structure balanced between cash ($100k annual retainer) and equity (time-based RSUs ~$175k annually); Kissel’s 2024 cash ($31,967) reflects partial-year service; no performance metrics tied to director equity—reduces pay-for-performance signaling but aligns via equity ownership.
- Risk indicators & red flags: No disclosures of pledging/hedging prohibitions specific to directors beyond a general securities trading policy; no director-specific clawbacks (company clawback applies to executive incentive comp). No attendance or pay anomalies disclosed for Kissel. Monitoring warranted given external employment at Stephens Inc., but no related-party transaction disclosure implicating Kissel.