Dietmar Ostermann
XosAbout Dietmar Ostermann
Dietmar Ostermann, age 63, is a Class III independent director of Xos, Inc., appointed in March 2024; he became Chair of the Compensation Committee on April 3, 2025 and Lead Independent Director effective July 1, 2025 . He holds a bachelor’s in Industrial Engineering and Business from the University of Hamburg and a master’s in Industrial & Systems Engineering and Business from the University of Southern California, with deep automotive advisory experience including 11 years as PwC’s Global and US Auto Advisory Leader . The Board has affirmatively determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global and US Auto Advisory Leader | 11 years (most recent prior role) | Led global automotive advisory; strategy, product development, operations improvement |
| PRTM (management consulting) | Led global auto practice | Prior to PwC (years not specified) | Global practice leadership |
| A.T. Kearney | Various roles; CEO | 17 years overall; CEO for 3 years | Firm leadership; US and Germany |
| ElectraMeccanica | Director | Since July 2022 (prior to Xos appointment) | Board service; joined Xos Board in March 2024 following EMV-related arrangements |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shape Corp | Independent Director | Since Feb 2018 | Auto supplier board role |
| North American Stamping Group | Independent Director | Ongoing (dates not specified) | Auto supplier board role |
Board Governance
- Committee assignments: Compensation Committee member since May 13, 2024; appointed Chair effective April 3, 2025 . Lead Independent Director effective July 1, 2025 . Independence affirmed for Ostermann under Nasdaq standards .
- Board effectiveness: Board met 13 times in FY2024; Ostermann attended ≥75% of Board and committee meetings (only Jackson and Ingargiola were below 75%) . Independent directors held three executive sessions in FY2024 .
- Board structure: Classified board; Lead independent director role with agenda-setting, liaison, and oversight responsibilities; CEO serves as Chair with Lead Independent Director balancing governance .
Fixed Compensation
| Component | Policy Amount | Actual 2024 (Ostermann) | Vesting/Terms |
|---|---|---|---|
| Annual cash retainer – Lead Independent Director | $25,000 per year | N/A (role effective 7/1/2025) | Paid quarterly; directors may elect RSUs in lieu of cash |
| Committee Chair – Compensation | $10,000 per year | N/A in 2024; Chair effective 4/3/2025 | Paid quarterly; election to RSUs available |
| Director annual RSU grant | Target value $200,000 | $192,537 grant-date fair value; 28,694 RSUs granted 7/10/2024 | Vests fully by the earlier of 1-year or day before next AGM; accelerates on Change in Control |
Performance Compensation
| Metric/Feature | Detail | Notes |
|---|---|---|
| Performance conditions for director equity | None disclosed; annual grants are time-based RSUs | Director policy provides time-based vesting; CIC acceleration |
| Change-in-control treatment | Full acceleration of outstanding director awards immediately prior to CIC | Under 2021 Plan director policy |
| Clawback coverage | Awards subject to Company clawback policies | Incentive Compensation Recoupment Policy adopted Nov 2023 |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| Shape Corp | Auto supplier | None disclosed with Xos | External board role |
| North American Stamping Group | Auto supplier | None disclosed with Xos | External board role |
| ElectraMeccanica | EV company | Prior directorship; now separate | Historical role prior to joining Xos Board |
No related-party transactions disclosed involving Ostermann. Related-party items in 2025 included leases with an investor-owned entity and sales to Xcel Energy linked to another director; management states arm’s-length terms .
Expertise & Qualifications
- Automotive strategy and operations advisor to numerous OEMs and suppliers (Navistar, Daimler Truck, GM, Ford, Stellantis, Rivian, BMW, Mercedes, VW, Nissan, Hyundai; and American Axle, Dana, Denso, Magna, Metalsa, ZF) .
- Senior leadership experience at PwC, PRTM, and A.T. Kearney with global practice management and CEO tenure .
- Academic credentials: University of Hamburg (Industrial Engineering and Business), USC (Industrial & Systems Engineering and Business) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Dietmar Ostermann | 32,045 | * | 3,351 directly; 28,694 RSUs vesting within 60 days of 4/25/2025 |
“* Less than one percent.” Per company beneficial ownership table .
Insider Trades
| Date | Type | Scope | Execution Window |
|---|---|---|---|
| Sep 16, 2025 | Rule 10b5-1 trading arrangement adopted | Potential sale of up to 36,429 Xos shares | Orders effective no earlier than Dec 18, 2025; execute/cancel by Aug 17, 2026 |
Insider Trading and Hedging Policy prohibits short sales and hedging; pledging permitted only with prior approval .
Governance Assessment
- Strengths: Independent status; Lead Independent Director and Compensation Committee Chair roles enhance oversight; meeting attendance at or above thresholds in 2024; formal clawback policy; director equity largely time-based, limiting performance gaming risk .
- Compensation alignment: Annual director RSU grants (~$200k target) with one-year vest and CIC acceleration; directors can elect RSUs in lieu of cash retainers, increasing equity alignment .
- Potential watch items: Adoption of a 10b5-1 plan to sell up to 36,429 shares may signal future liquidity events; pledging allowed with prior approval under policy (monitor for any pledges) .
- Shareholder feedback: 2025 AGM—director elections passed; auditor ratification strong; equity plan amendment approved (votes below) .
| 2025 AGM Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Ed Rapp (Class I) | 3,489,533 | 170,529 | — | 1,395,881 |
| Elect Michael Richardson (Class I) | 3,499,197 | 160,865 | — | 1,395,881 |
| Ratify Grant Thornton LLP (2025) | 4,765,757 | 28,398 | 261,788 | — |
| Approve 2025 Amendment to 2021 Plan | 3,315,487 | 337,578 | 6,997 | 1,395,881 |
Board and committee compositions, independence determinations, and governance policies cited from the 2025 Proxy .