Ed Rapp
XosAbout Ed Rapp
Independent director at Xos since August 2021; age 68. Former Caterpillar Group President who led Resource Industries and Construction Industries and also served as Caterpillar’s CFO. Holds a BSBA in Finance from the University of Missouri–Columbia. Currently serves on AbbVie’s board; previously served on FM Global’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President; CFO | Retired in 2016 | Led Resource Industries and Construction Industries; CFO experience positions him as audit committee financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | Director | Current | Not disclosed in Xos proxy |
| FM Global | Director | Prior | Not disclosed in Xos proxy |
Board Governance
- Independence: Determined independent under Nasdaq listing rules; majority-independent board .
- Committees: Audit Committee chair; Compensation Committee member; not on Nominating and Corporate Governance .
- Financial expert: Audit Committee identified him as an “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Attendance and engagement:
- Board met 13 times in FY2024; independent director executive sessions were held three times .
- Ed Rapp met the ≥75% attendance threshold in FY2024 (exceptions were Ingargiola 69% and Jackson 68%) .
- All then-serving nine directors attended the 2024 Annual Meeting .
- Lead independent director: George N. Mattson (Ed is not LID) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Audit Committee Chair cash retainer | $20,000 | Annual; payable quarterly; Ed elected to receive in RSUs in lieu of cash |
| Lead Independent Director retainer | N/A | $25,000 applies to LID (Mattson), not Rapp |
| Compensation Committee chair fee | N/A | $10,000 for chair; Rapp is a member, not chair |
| Nominating Committee chair fee | N/A | $10,000 for chair; Rapp not on committee |
| Meeting fees | None disclosed | Policy does not include per-meeting fees |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU Grant | 2024-07-10 | 28,694 | $212,304 | Fully vests on earlier of 1st anniversary or day before next annual meeting; subject to continued service |
| RSUs in lieu of cash retainers | Various | 1,407 | Included in fees conversion | Fully vested RSUs issued in lieu of cash compensation |
- Clawbacks: Awards subject to the company’s Incentive Compensation Recoupment Policy and plan clawback provisions .
- Options/PSUs: No director stock options or performance share units disclosed .
Other Directorships & Interlocks
| Company | Relationship to Xos | Interlock/Conflict Note |
|---|---|---|
| AbbVie Inc. | No disclosed business with Xos | No related-party transaction disclosed involving Rapp – |
| FM Global | No disclosed business with Xos | No related-party transaction disclosed involving Rapp – |
- Compensation committee interlocks: None; no Xos executive served on an external board/comp committee with reciprocal ties during 2024 .
Expertise & Qualifications
- Financial expertise and CFO background; designated audit committee financial expert .
- Industrial operating leadership (Caterpillar group president roles) relevant to Xos’s sector .
Equity Ownership
| Holder/Instrument | Shares/Units | Percent of Outstanding | Detail |
|---|---|---|---|
| Total beneficial ownership (Ed Rapp) | 79,754 | 1.0% | Includes trust, direct, RSUs deliverable within 60 days, and warrants |
| Trust (Edward Joseph Rapp TTEE U/A DTD 02/07/2005) | 21,172 | — | Plus 20,000 public warrants (30:1 into common) |
| Direct common shares | 27,815 | — | — |
| Fully vested RSUs in lieu of cash (earned but not yet delivered) | 1,407 | — | — |
| RSUs deliverable within 60 days (from 2024 grant) | 28,694 | — | Annual RSU grant |
| Public warrants | 20,000 | — | Convertible at 30:1 into common shares |
- Hedging/pledging: Company policy prohibits short sales, derivatives, and hedging; pledging permitted only with prior approval. No pledges by Rapp disclosed .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Governance Assessment
- Strengths: Independent status; audit chair with CFO pedigree; designated financial expert; strong engagement (≥75% attendance and Annual Meeting attendance); equity-heavy director pay aligns incentives; use of RSUs in lieu of cash retainers .
- Compensation structure: Time-based RSUs for directors; no performance metrics or options—lower risk of pay-for-non-performance. Annual RSU grant mechanics and clawback provisions bolster alignment and accountability .
- Conflicts/Related party: No related-party transactions involving Rapp disclosed; notable related-party transaction in 2024 involved Xcel Energy (linked to director Alice Jackson), not Rapp .
- Risk indicators: Two late Form 4 filings reported for Rapp in December 2024 regarding RSUs issued in lieu of cash (administrative timeliness issue, not economic misconduct); no hedging/pledging, legal proceedings, or option repricing/red flags disclosed for Rapp .
Director Compensation – 2024 Detail
| Component | Amount |
|---|---|
| Fees Earned (cash or RSUs in lieu) | $20,000 |
| Stock Awards (RSUs) | $212,304 |
| Total | $212,304 + $20,000 |
Insider Trades and Section 16 Compliance
- Late filings: One late Form 4 for Ed Rapp (and one for George Mattson) filed December 17, 2024, for RSU grants in October 2024 issued in lieu of certain cash payments under the non-employee director policy .