George N. Mattson
XosAbout George N. Mattson
George N. Mattson (age 59) is an independent Class II director of Xos, serving since August 2021 and designated Lead Independent Director by the board. He is CEO and a director of Wheels Up Experience Inc. (NYSE: UP) since September 2023, and previously served as Partner and Co‑Head of Global Industrials Investment Banking at Goldman Sachs (2002–2012). He holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Partner; Co‑Head, Global Industrials Investment Banking | 2002–2012 | Strategic and transactional leadership in Industrials |
| NextGen Acquisition Corp.; NextGen Acquisition Corp. II | Co‑founder, Co‑Chairman; Director (NGAC II) | 2020–2021 | SPAC sponsor and director prior to mergers (Xos; Virgin Orbit) |
| Delta Air Lines (NYSE: DAL) | Director | 2012–2023 | Board service at global airline |
| Virgin Galactic (NYSE: SPCE) | Director | 2019–2023 | Board service at aerospace company |
| Virgin Orbit (Nasdaq: VORB) | Director | 2021–2023 | Board service pre‑bankruptcy wind‑down |
| Air France–KLM (PAR: AF) | Director | 2017–Feb 2021 | Board service at European airline group |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Wheels Up Experience Inc. (NYSE: UP) | Chief Executive Officer; Director | Sep 2023–present |
Board Governance
- Independence: Board determined Mattson is independent under Nasdaq rules .
- Lead Independent Director: Responsibilities include agenda approval, presiding over meetings in Chair’s absence, liaison role, and oversight of CEO evaluation topics; empowered to reinforce board independence .
- Committee Assignments (2024–2025):
- Audit Committee member
- Compensation Committee chair through 2024; stepped down April 3, 2025; Dietmar Ostermann appointed chair
- Nominating & Corporate Governance Committee member
- Attendance and engagement:
- Board met 13 times in 2024; all directors except Ms. Ingargiola (69%) and Ms. Jackson (68%) attended ≥75% of board and committee meetings, implying Mattson met the attendance threshold .
- Independent directors held three executive sessions in 2024 .
Fixed Compensation
| Component | Amount/Details | 2024 Value |
|---|---|---|
| Lead Independent Director retainer (cash) | $25,000 annual | $25,000 |
| Compensation Committee Chair retainer (cash) | $10,000 annual | $10,000 |
| Total cash fees earned | Aggregate | $35,000; elected to take in fully vested RSUs in lieu of cash |
| Annual Director RSU grant | 28,694 RSUs granted July 10, 2024; vests by next annual meeting | Grant date fair value $227,109; total director comp $227,109 |
| Outstanding director RSUs at 12/31/2024 | Unvested units outstanding | 28,694 RSUs |
Performance Compensation
Non‑employee director equity is time‑based without explicit performance conditions under the Director Compensation Policy . As Compensation Committee chair in 2024, Mattson oversaw management incentive design, including the 2024 Bonus Plan metrics below:
| Performance Criteria | Weight | Unit | Below Low Goal | Low Goal | Baseline Goal | High Goal | Actual 2024 | Payout % of Weighted Portion |
|---|---|---|---|---|---|---|---|---|
| Operating Cash Flow | 25% | USD (000s) | <(43,900) | (43,900) | (31,300) | (26,400) | $(48,795) | —% |
| Revenue | 25% | USD (000s) | <50,150 | 50,150 | 100,300 | 150,450 | $55,961 | 54.9% (→ 13.7% weighted) |
| Gross Margin | 25% | USD (000s) | <6,850 | 6,850 | 13,700 | 20,550 | $3,965 | —% |
| Unit Deliveries | 25% | # | <400 | 400 | 615 | 820 | 297 | —% |
- Committee process: Compensation Committee met 3 times in 2024; acted by unanimous written consent 6 times; authority to use outside consultants (Meridian retained in 2023; none retained since) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Wheels Up Experience Inc. | CEO/Director | Time commitments at another public company |
| Delta Air Lines | Former Director | No disclosed related‑party dealings at Xos |
| Virgin Galactic | Former Director | — |
| Virgin Orbit | Former Director | — |
| Air France–KLM | Former Director | — |
| NextGen entities (SPAC) | Co‑founder/Co‑Chairman; beneficial interests via NGAC and GNM | Registration Rights Agreement for SPAC sponsor; ongoing warrants and shares held through NGAC/ GNM |
Expertise & Qualifications
- Strategic, financial, and transactional expertise from Goldman Sachs Industrials leadership .
- Extensive public company board experience across aviation and aerospace .
- Technical education and executive management credentials (Duke EE; Wharton MBA; Wheels Up CEO) .
- Audit Committee member (not designated audit committee financial expert; Rapp and Ingargiola so designated) .
Equity Ownership
| Category | Details | Amount / % |
|---|---|---|
| Total beneficial ownership | Aggregate shares beneficially owned | 320,634 shares; 3.8% of outstanding |
| Indirect: NGAC GNM Feeder LLC | Shares; public warrants | 131,250 shares; 2,660,020 public warrants (30 warrants per share) |
| Indirect: GNM ICBC LLC | Shares | 33,333 shares |
| Direct holdings | Shares held directly | 36,228 shares |
| RSUs in lieu of cash | Fully vested RSUs earned but not yet delivered | 2,462 shares equivalent |
| RSUs vesting within 60 days | Outstanding RSUs | 28,694 shares equivalent |
| Director RSUs outstanding (12/31/2024) | Unvested units | 28,694 RSUs |
- Insider trading and hedging: Company policy prohibits short sales and hedging; pledging permitted only with prior approval .
Governance Assessment
- Board effectiveness: Lead Independent Director role with robust responsibilities strengthens independent oversight, agenda control, and CEO evaluation processes . Mattson’s attendance met ≥75% threshold in 2024, supporting engagement .
- Committee leadership: Chaired Compensation Committee in 2024, stepping down April 3, 2025 for planned refresh; committee comprised only independent directors and met regularly . No compensation committee interlocks disclosed .
- Director compensation alignment: Mix of modest cash retainers and annual RSUs ($200k policy; 28,694 RSUs in 2024) aligns director interests with shareholders; Mattson elected to receive cash retainers in RSUs, increasing ownership alignment .
- Ownership alignment: 3.8% beneficial stake including sponsor entities and personal holdings indicates meaningful exposure to equity outcomes .
- Potential conflicts/related-party exposure: Historic SPAC sponsor ties (NextGen) continue via NGAC/GNM holdings and registration rights; however, related‑party transaction disclosure in 2025 proxy cites only Xcel hub sales linked to another director, not Mattson .
- Risk indicators:
- Late Section 16 filings: Two late Form 4s in Dec 2024 reporting RSUs in lieu of cash; late 2023 filings under a 10b5‑1 plan also noted—administrative timeliness issue, not substantive trading violation .
- Hedging/pledging: Company policy bans hedging; pledging allowed only with approval. No pledging by Mattson disclosed in proxy .
- Independence: Affirmed by board; member of Audit and Nominating committees .
Compensation Committee Analysis
- Committee members and independence: 2024 members were Mattson (chair), Rapp, Bernstein; Ostermann added May 13, 2024 and became chair Apr 3, 2025. All members independent; no executive officer cross‑interlocks .
- Use of compensation consultants: Meridian LLP engaged in 2023 to advise on market‑based analysis; no consultants retained since 2023; conflicts evaluated and none found .
- Performance metric oversight: 2024 Bonus Plan used Operating Cash Flow, Revenue, Gross Margin, Unit Deliveries with defined thresholds and payouts; actual results produced a partial revenue payout with no payout on other measures, reflecting rigorous targets .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Wheels Up (NYSE: UP) | CEO, Director | 2023–present | Active executive role |
| Delta Air Lines (NYSE: DAL) | Director | 2012–2023 | Former |
| Virgin Galactic (NYSE: SPCE) | Director | 2019–2023 | Former |
| Virgin Orbit (Nasdaq: VORB) | Director | 2021–2023 | Former |
| Air France–KLM (PAR: AF) | Director | 2017–2021 | Former |
| NextGen SPAC entities | Co‑founder / Co‑Chairman | 2020–2021 | Sponsor ties; registration rights in place |
Equity Ownership
| Type | Amount | Notes |
|---|---|---|
| Beneficial ownership | 320,634 shares | 3.8% of outstanding |
| NGAC shares | 131,250 | Shared control |
| NGAC public warrants | 2,660,020 | 30 warrants per share |
| GNM shares | 33,333 | Shared control |
| Direct shares | 36,228 | Personal |
| RSUs (vested, undelivered) | 2,462 | In lieu of cash |
| RSUs (vesting within 60 days) | 28,694 | Outstanding |
Governance Assessment
- Strengths:
- Lead Independent Director with defined authorities strengthens checks and balances .
- Independent status and multi‑committee membership (Audit, Compensation, Nominating) support robust oversight .
- Equity‑heavy director pay and election to receive cash in RSUs indicate ownership alignment .
- Watch items / RED FLAGS:
- Administrative timeliness: Late Section 16 filings in 2024 and 2023 (10b5‑1 plan) suggest process discipline improvements needed for disclosure timeliness .
- SPAC sponsor ties: Ongoing NGAC/GNM holdings and registration rights can present perceived conflicts; no adverse related‑party transactions disclosed for Mattson in current proxy .
- Role load: Concurrent CEO duties at Wheels Up may increase time demands; attendance met ≥75% threshold in 2024 .
Overall, Mattson’s role as Lead Independent Director, independence, committee leadership in 2024, and meaningful ownership align him with shareholder interests. Monitoring disclosure timeliness and perceived conflicts from legacy SPAC sponsor ties is prudent .