Dakota Semler
XosAbout Dakota Semler
Dakota Semler, 33, is Co-Founder, Chief Executive Officer, and Chair of the Board of Xos. He has served as CEO and Chair since August 2021, after serving as CEO and director of Legacy Xos from September 2016 to August 2021; he attended California State University and George Washington University . Under his tenure, Xos grew 2024 revenue to $56.0M (up from $44.5M in 2023) and achieved its first full-year GAAP positive gross margin (about 7%), with improved non-GAAP gross margin (~18%) and reduced operating expenses; management guided 2025 revenue of $50.2–$65.8M and 320–420 unit deliveries .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xos (public) | Chief Executive Officer; Chair of Board | Aug 2021–present | Leads strategy/execution; combined CEO/Chair role with Lead Independent Director oversight . |
| Legacy Xos | Chief Executive Officer; Director | Sep 2016–Aug 2021 | Co-founded and scaled EV platform; managed fleets from Class 2 to Class 8 . |
| Malibu Management Services | Chief Executive Officer | 2014–2016 | Led hospitality operator prior to founding Xos . |
| Bucket List Experiences | Chief Executive Officer | 2014–2016 | Ran tour operator company . |
| TSG Group | Independent Contractor | 2014–2016 | Real estate holding company engagement . |
Fixed Compensation
| Year | Base Salary Paid ($) | Discretionary Bonus ($) | Non-Equity Incentive ($) | Stock Awards Fair Value ($) | All Other ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 392,308 | 106,250 | 58,325 | 2,103,950 | 30,000 (admin support) | Base pay cut ~50% effective Oct 28, 2024; discretionary bonuses paid in 2025 for missed OCF/GM thresholds . |
| 2023 | 416,827 | — | 212,500 | 1,562,992 | 39,538 | — |
Additional 2025 base salary decisions (established May 9, 2025): Target 2025 Salary $450,000; Austerity 2025 Salary $300,000 until Board determines conditions improve .
Performance Compensation
2024 Annual Cash Bonus Plan (metrics, weightings, targets vs actual)
| Metric | Weight | Unit | Below-Low | Low | Baseline | High | Actual 2024 | Criteria Payout % | Contribution to Total |
|---|---|---|---|---|---|---|---|---|---|
| Operating Cash Flow | 25% | $000s | <(43,900) | (43,900) | (31,300) | (26,400) | (48,795) | —% | —% |
| Revenue | 25% | $000s | <50,150 | 50,150 | 100,300 | 150,450 | 55,961 | 54.9% | 13.7% |
| Gross Margin | 25% | $000s | <6,850 | 6,850 | 13,700 | 20,550 | 3,965 | —% | —% |
| Unit Deliveries | 25% | # | <400 | 400 | 615 | 820 | 297 | —% | —% |
| Total payout | 100% | 13.73% |
Payout mechanics and 2024 result:
- Target annual bonus for Semler: $425,000; actual 2024 plan payout: $58,325 (13.73%); discretionary bonus paid in 2025 equal to what would have been earned at minimum thresholds for Operating Cash Flow and Gross Margin: $106,250 .
Equity Awards and Vesting (as of 12/31/2024)
| Grant Date | Award Type | Unvested RSUs (#) | Market Value at 12/31/24 ($3.24/sh) | Vesting Schedule |
|---|---|---|---|---|
| 12/10/2024 | RSU | 38,356 | 124,273 | Six approximately equal monthly installments beginning 12/10/2024; contingent on no salary increase from 10/28/2024 austerity rate . |
| 08/10/2024 | RSU | 262,944 | 851,939 | 1/3 on 04/10/2025 (≈87,648 units), remainder vests monthly over next 24 months (to ~03/2027), subject to service . |
| 05/10/2023 | RSU | 61,646 | 199,733 | 25% on 04/10/2024; remaining monthly over 36 months thereafter, subject to service . |
| 08/03/2022 | RSU | 2,330 | 7,549 | 25% on 04/10/2023; remaining monthly over 36 months thereafter, subject to service . |
New plan benefits/expected grants and forward vesting:
- 2025 Annual RSU Awards authorized on May 9, 2025 (aggregate ~$7.3M for seven employees); vest 33% on 03/10/2026, remainder monthly over 24 months; named executive allocation for Semler shown as Dollar Value $2,300,000 and 646,158 units (units determined by 30-day average price pre-05/10/2025) .
Other structural features:
- No stock options were granted to Semler; 2021 Plan usage reflects shift to RSUs (stock options granted under 2021 Plan to NEOs shown as “—”) .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2023 to comply with Nasdaq Rule 10D-1 .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Dakota Semler | 259,932 | 3.1% |
Breakdown and notes:
- Semler’s total includes 232,938 shares held directly and 26,994 RSUs vesting within 60 days of 04/25/2025; excludes 210,519 RSUs vesting after 60 days and excludes Emerald Green Trust holdings because he has no voting/dispositive power over the trust .
- Separate 5% holder: Emerald Green Trust at 1,791,530 shares (21.6%); co-trustees are Sarah Bardo and Shane Semler; Semler is a beneficiary but does not control voting/disposal .
- Hedging and derivatives are prohibited for insiders; pledging is permitted only with prior approval and under strict conditions; margin purchases/accounts are prohibited .
- Section 16 reporting: Late Forms 4 in Oct/Dec 2024 for Semler and others were for shares withheld to satisfy tax withholding on RSU vesting (not open-market sales) .
Ownership guidelines:
- No specific executive stock ownership guidelines disclosed in the proxy; Insider Trading Policy governs permissible transactions .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Offer letter dated Sept 6, 2016 with Legacy Xos to serve as CEO; employment continues until terminated per the letter . |
| Severance/Change in Control | No individual CEO severance or CIC economics disclosed; treatment of equity under the 2021 Plan upon Corporate Transactions/CIC follows plan terms (assumption/substitution/acceleration depending on 409A CIC and whether awards are vested/unvested) . |
| Non-compete/Non-solicit | Not disclosed in proxy or offer letter summary . |
| Director fees | As employee director, Semler receives no additional compensation for Board service . |
Board Governance
- Role/tenure: CEO and Chair since Aug 2021; Class III director; age 33 .
- Dual-role implications: Board explicitly combines CEO and Chair, asserting benefits of unified leadership; governance counterbalance via a Lead Independent Director (George N. Mattson) empowered to set agendas, preside executive sessions, act as liaison, and oversee CEO evaluation/compensation processes .
- Independence: All directors except Semler and COO Giordano Sordoni are independent under Nasdaq; Board majority is independent .
- Committees: Semler is not listed among committee members. Audit: Ed Rapp (chair), Stuart Bernstein, Luisa Ingargiola, Alice K. Jackson, George N. Mattson; Compensation: George N. Mattson, Stuart Bernstein, Dietmar Ostermann (chair as of Apr 3, 2025), Ed Rapp; Nominating & Corporate Governance: Alice K. Jackson (chair), George N. Mattson, Michael Richardson .
- Board activity: Board met 13 times in 2024; all directors met ≥75% attendance except Ingargiola (69%) and Jackson (68%); independent directors held 3 executive sessions .
Compensation Committee Analysis
- Composition and independence: Compensation Committee members are non-employee directors and Nasdaq independent; chair transitioned from George N. Mattson to Dietmar Ostermann on Apr 3, 2025 .
- Consultant usage: Meridian LLP engaged in 2023 for market-based analysis; no independent consultant retained since 2023; Committee evaluated consultant conflicts and found none .
- Philosophy/process: Two-pronged approach—set compensation levels and establish annual performance objectives; CEO excluded from deliberations on his compensation .
Related Party Transactions and Policies
- Related person transactions policy: Audit Committee pre-approves related-person transactions over the greater of $120k or 1% of average total assets; focuses on risk, terms, alternatives, and independence impact .
- Disclosed transaction: 2024 sale of two Hubs (~$0.5M) to Xcel Energy while director Alice Jackson served as an SVP at Xcel; asserted arm’s length terms .
- No related-party transactions disclosed involving Semler personally in 2024–2025 proxy/10-K .
Performance & Track Record
| Period | Revenue ($M) | Units | Gross Margin (GAAP) | Notes |
|---|---|---|---|---|
| FY 2024 | 56.0 | 297 | ~7.1% (GAAP), ~18% (non-GAAP) | Record revenue, unit deliveries; first full-year GAAP positive gross margin; opex reduced 21.7% YoY . |
| Q1 2025 | 5.9 | 29 delivered; 60 shipped | ~20% GAAP | Seasonal slowdown; UPS order in backlog . |
| Q2 2025 | 18.4 | 135 | 8.8% GAAP | Record revenue; positive operating cash flow . |
| Q3 2025 | 16.5 | 130 | 15.3% GAAP | Second consecutive positive free cash flow quarter; net income positive . |
Risk Indicators & Red Flags
- Dual CEO/Chair structure: Potential governance concentration, mitigated by robust Lead Independent Director authorities .
- Section 16 compliance: Late Form 4s in 2024 for insiders (including Semler) tied to tax withholding; not open-market selling but highlights process control risk .
- Equity overhang/issuing capacity: 2021 Plan share reserve increased, with automatic annual increases and large 2025 RSU program authorized; monitor dilution and alignment .
- Hedging/pledging: Hedging banned; pledging allowed only with pre-approval—monitor for any pledges due to potential forced sales risk .
Investment Implications
- Pay-for-performance alignment: CEO cash pay has been modest relative to equity; 2024 cash incentives reflected underperformance on OCF/GM (13.73% payout) but the Committee granted a discretionary bonus to approximate minimum thresholds for two missed metrics—investors should scrutinize rationale for discretion versus strict formulaic outcomes .
- Retention vs. selling pressure: Large time-based RSU overhang with monthly vesting (notably the 08/10/2024 and expected 2025 awards) supports retention but can create periodic selling pressure around vest dates; monitor Forms 4/10b5-1 plans and monthly settlement cadence .
- Ownership alignment: Direct beneficial ownership of ~3.1% plus significant unvested RSUs aligns incentives; Emerald Green Trust holds 21.6% but is not controlled by Semler—governance influence via family interests merits monitoring but voting/dispositive power is not with the CEO .
- Governance quality: Independent majority, functioning committees, and empowered Lead Independent Director partially offset risks of combined Chair/CEO; employee directors receive no director fees, limiting conflicts .
- Execution track record: 2024 delivered revenue growth and margin inflection; 2025 has shown continued positive gross margins and cash flow improvements—compensation designs weighted to RSUs align with longer-term value creation if execution sustains .