Sean Smith
About Sean Smith
Sean Smith is QXO’s Chief Accounting Officer and Deputy Chief Financial Officer; he previously served as Interim CFO and was appointed via an offer letter in 2024. He was corporate controller at Chewy and held key finance positions at XPO before joining QXO . In 2024, QXO reported net income of $27.97 million and a TSR value of $56.12 on a hypothetical $100 investment; these company-level outcomes frame the pay-versus-performance environment during Smith’s tenure start . Executive compensation policies emphasize clawbacks and long lock-ups on vested equity through December 31, 2029, aligning executives’ realized value with long-term performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chewy | Corporate Controller | Not disclosed | Led corporate accounting operations at a scaled e-commerce operator . |
| XPO | Finance roles (key positions) | Not disclosed | Contributed to finance at a global logistics consolidator, supporting transformation experience relevant to QXO’s playbook . |
External Roles
No public company board roles or committee positions disclosed for Sean Smith in available filings .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 264,904 |
| Bonus ($) | 475,000 (paid at target; 2024 bonuses limited to target due to lack of operational metrics) |
| Stock Awards ($ grant-date fair value) | 11,984,233 (RSUs only) |
| All Other Compensation ($) | 1,096 (401(k) match) |
Notes
- Target bonus percentage not disclosed; for 2024, bonuses were paid at target because QXO was in the opportunity-seeking stage without performance metrics .
- Equity awards for Smith were granted on July 30, 2024; share counts for Smith were determined using $4.566 per-share investment price set at the Equity Investment (see Equity Grant Structure) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| RSUs (time-based) | Time-based service | 100% of Smith’s 2024 equity | Five annual tranches | N/A (first vest 12/31/2025) | Time-based only (no PSU metrics for Smith’s grant) | 12/31/2025: 15%; 12/31/2026: 17.5%; 12/31/2027: 17.5%; 12/31/2028: 25%; 12/31/2029: 25% |
Notes
- QXO’s PSU framework (TSR vs S&P 500 percentile, 0–225% payout) applies to other executives (e.g., CEO/CFO), not to Smith’s 2024 grant, which is RSU-only .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 355,866 shares; <1% of class outstanding |
| Convertible Preferred Ownership | 750 shares; <1% of class outstanding |
| Options (Exercisable/Unexercisable) | None |
| Unvested RSUs (12/31/2024) | 1,040,298 units; market value $16,540,738 at $15.90/share |
| Vested vs Unvested | Vested: 0 (first vest 12/31/2025); Unvested: 1,040,298 |
| Post-Vest Transfer Restriction | After-tax vested shares restricted from sale/transfer until 12/31/2029 (committee approval exception; change-in-control or death excluded) |
| Equity Grant Date | July 30, 2024 (initial equity grants) |
| Lock-Up Agreements | Party to underwriting lock-ups dated May 20, 2025 and June 24, 2025, limiting disposals around offerings |
| Hedging/Pledging | Not disclosed in available filings; executives are subject to long holding restrictions instead |
RSU Vesting Schedule and Derived Tranche Shares
| Vest Date | % of Grant | Derived Shares |
|---|---|---|
| 12/31/2025 | 15.0% | ~156,045 (15% of 1,040,298) |
| 12/31/2026 | 17.5% | ~182,052 (17.5% of 1,040,298) |
| 12/31/2027 | 17.5% | ~182,052 (17.5% of 1,040,298) |
| 12/31/2028 | 25.0% | ~260,075 (25% of 1,040,298) |
| 12/31/2029 | 25.0% | ~260,075 (25% of 1,040,298) |
Derived shares calculated from total RSUs and disclosed percentages; actual share delivery may be net of shares withheld for taxes .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (pre-CoC or >2 years post-CoC) | If terminated without cause: (a) cash equal to 12 months’ base salary; (b) prorated target bonus for year of termination (plus prior year bonus if unpaid); (c) healthcare coverage for 6 months (or cash in lieu), subject to release |
| Severance (within 2 years post-CoC; double-trigger) | If terminated without cause or resigns for good reason: (a) cash equal to 2x (base salary + target bonus); (b) prorated target bonus; (c) healthcare coverage for 12 months (or cash in lieu), subject to release |
| 280G Cutback | Payments reduced to avoid excise tax if net-after-tax benefit is greater |
| CIPA (Restrictive Covenants) | Non-compete: 12 months post-termination, paid monthly at one-twelfth annual base salary; company option to extend up to two additional one-year periods with additional monthly payments. Non-solicitation of employees/customers: 4 years; confidentiality and non-disparagement during employment and thereafter |
| Clawback | Recovery of incentive-based compensation for executive officers upon accounting restatement within prior 3 years |
| Equity Holding Requirement | After-tax vested RSU shares restricted until 12/31/2029; no options currently granted |
| Equity Grant Structure | Smith’s share count set using $4.566 per-share investment price (pre-grant valuation basis); grant-date fair values were higher due to stock appreciation; awards granted July 30, 2024 |
Investment Implications
- Insider selling pressure appears structurally muted near-term due to (i) RSU-only grants for Smith, (ii) multi-year vesting through 2029, (iii) transfer restrictions on after-tax vested shares until 12/31/2029, and (iv) participation in 2025 lock-up agreements, collectively reducing free float from executive sales during the build-out phase .
- Compensation alignment: Smith’s equity is time-based rather than TSR-tied PSUs, but enforced long-dated holding requirements and double-trigger CoC severance create retention incentives aligned with sustained value creation and discourage short-term focus; clawback provisions add governance discipline .
- Retention risk: Standard severance (1x salary + prorated bonus + 6 months healthcare) suggests balanced protection; enhanced CoC economics (2x salary+bonus + 12 months healthcare) are typical for strategic transitions, with 280G cutback tempering parachute risk and cost .
- Execution track record: Prior senior finance experience at Chewy and XPO complements QXO’s acquisition-led transformation strategy; Smith is integrated into capital markets processes (offering lock-ups; officer signatory on preferred certificate) supporting finance and control rigor during scaling .
- Company performance context: 2024 net income of $27.97M and reported TSR value of $56.12 inform the initial pay-versus-performance regime for new leadership; future cash bonus metrics not yet disclosed for Smith, so equity realization via vesting/holding remains the primary long-term lever .