Alice K. Jackson
XosAbout Alice K. Jackson
Independent director at Xos since December 2021; age 46 as of April 30, 2025. Currently Vice President – Grid Modeling Initiative at Breakthrough Energy (since April 2025), after senior leadership roles at Xcel Energy, including SVP System Strategy & Chief Planning Officer (June 2022–March 2025) and President of Xcel Energy–Colorado (May 2018–June 2022). Education: B.S. in Management Information Systems from Texas A&M University; completed the Harvard Business School Program for Leadership Development. Board/Community roles include chairing Smart Electric Power Alliance and seats on Denver Museum of Nature and Science, Mile High United Way, Colorado Concern, and American Red Cross CO/WY Chapter.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Breakthrough Energy | VP – Grid Modeling Initiative | Apr 2025–present | Grid modeling expertise for energy transition |
| Xcel Energy Inc. | SVP, System Strategy & Chief Planning Officer | Jun 2022–Mar 2025 | Oversaw system strategy and planning; utility operations exposure |
| Xcel Energy – Colorado | President | May 2018–Jun 2022 | Led Colorado utility; regulatory and operations leadership |
| Xcel Energy Inc. | Assoc. VP, Strategic Revenue Initiatives | Sep 2016–May 2018 | Revenue initiatives; strategic programs |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Smart Electric Power Alliance | Chair, Board of Directors | Not disclosed |
| Denver Museum of Nature and Science | Director | Not disclosed |
| Mile High United Way | Director | Not disclosed |
| Colorado Concern | Director | Not disclosed |
| American Red Cross CO/WY Chapter | Director | Not disclosed |
Board Governance
- Independence: Board determined Jackson is independent under Nasdaq and SEC rules; the Board has a majority of independent directors.
- Committee assignments: Member, Audit Committee; Chair, Nominating & Corporate Governance Committee.
- Attendance: In 2024, Board met 13 times (plus 4 actions by written consent); independent directors held 3 executive sessions. Jackson attended 68% of aggregate Board and committee meetings during her service period (below common governance expectations).
- Annual meeting participation: All then-serving nine directors attended the 2024 Annual Meeting.
- Board leadership: CEO serves as Chair; George N. Mattson is Lead Independent Director with agenda/liaison authorities.
- Nominating Committee activity: Committee met once and acted by unanimous written consent three times in 2024; Jackson serves as chair and oversees board composition, governance guidelines, CEO succession considerations, and conflict reviews per charter.
Fixed Compensation
| Component | Amount/Terms | 2024 Amount for Jackson |
|---|---|---|
| Annual director equity grant (RSUs) | $200,000 value; fully vests by earlier of 1-year from grant or day before next annual meeting, subject to service | $197,981 grant-date fair value; 28,694 RSUs granted on July 10, 2024 |
| Cash retainers (committee chairs) | Audit Chair $20,000; Compensation Chair $10,000; Nominating Chair $10,000; Lead Independent Director $25,000 | $10,000 (as Nominating Chair); elected to receive 50% of cash in fully vested RSUs |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Policy disclosed |
Notes:
- Directors may elect to take cash retainers in fully vested RSUs.
- 2024 non-employee director compensation table shows Jackson’s fees and stock award values.
Performance Compensation
| Feature | Details |
|---|---|
| Performance-based director pay metrics | Not disclosed; non-employee director equity awards are time-based RSUs under policy, with full vesting timing as noted; no stated revenue/EBITDA/TSR metrics for director grants. |
Other Directorships & Interlocks
- Public-company directorships: None disclosed for Jackson.
- Interlocks/transactions: In 2024, Xos sold two “Hubs” to Xcel Energy for ~$0.5 million while Jackson was an Xcel SVP; Xos states terms were arm’s-length and within its Related Person Transactions Policy overseen by the Audit Committee.
Expertise & Qualifications
- Energy infrastructure and utility operations leadership; grid strategy and planning.
- Governance and board leadership as Nominating Committee chair.
- Technology/management education profile (MIS degree; HBS PLD).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 25, 2025) | 50,308 shares (less than 1%) |
| Composition | 21,614 shares held directly; 28,694 shares issuable upon RSU settlement within 60 days |
| Outstanding stock awards (Dec 31, 2024) | 29,672 shares subject to equity awards outstanding |
| Shares outstanding (record date) | 8,307,823 outstanding shares (for % context) |
Insider trading/arrangements:
| Date | Arrangement | Shares Covered | Effective Window |
|---|---|---|---|
| Sep 29, 2025 | Rule 10b5-1 trading arrangement | Up to 25,000 XOS shares | Orders no earlier than Dec 29, 2025; execute/cancel by Aug 17, 2026 |
Policy context:
- Hedging and short sales prohibited for directors; pledging allowed only with prior approval.
Governance Assessment
- Strengths: Independent status; deep energy/grid planning expertise aligned with Xos’s electric vehicle and infrastructure strategy; leadership as Nominating & Corporate Governance Committee chair; participation in Audit Committee governance.
- Alignment: Annual director equity grants and ability to take RSUs in lieu of cash enhance equity alignment; beneficial ownership reflects a modest but meaningful stake relative to small-cap float.
- Clawback: Company maintains an Incentive Compensation Recoupment Policy; director equity awards subject to clawback under plan provisions.
- Attendance Risk: 68% attendance in 2024 for Board/committees is below best-practice thresholds (often 75%+), suggesting a need for improved engagement cadence. This is the primary governance red flag.
- Related-party oversight: Disclosed Xcel Energy transactions (~$0.5M) while Jackson served at Xcel; governed under Related Person Transactions Policy with Audit Committee oversight and asserted arm’s-length terms—monitoring advisable due to perceived conflict potential.
- Trading plan: 10b5-1 plan to sell up to 25,000 shares provides structure under SEC affirmative defense; not inherently problematic but signals potential future sales; ensure adherence to blackout and policy approvals.
RED FLAGS
- Sub-75% attendance (68%) across Board/committee meetings in 2024.
- Related party transaction with prior employer (Xcel Energy) warrants continued Audit Committee oversight for future dealings.
Monitoring Suggestions for Investors
- Track attendance improvement and Committee participation in 2025–2026 disclosures.
- Review Form 8-K Item 5.07 and future proxies for any changes in committee roles or independence determinations.
- Watch Section 16 filings for activity under the 10b5-1 plan and any pledging disclosures (policy requires approval).