Giordano Sordoni
XosAbout Giordano Sordoni
Giordano Sordoni, age 33, is Co-Founder, Chief Operating Officer, and a Class II Director of Xos, serving on the board since August 2021. He holds a B.A. in International Business and Marketing from George Washington University . Recent operating performance shows Q1 2025 revenue of $5.9M versus $13.2M in Q1 2024, with 22 vehicles delivered versus 60 in the prior-year quarter, and a Q1 2025 net loss of $10.2M, reflecting ongoing scale-up and liquidity challenges . The company discloses substantial doubt about going concern and reliance on co-founders (Semler and Sordoni) for execution, highlighting retention importance and alignment in leadership roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xos (Legacy Xos) | Director of Business Development → Chief Operating Officer | 2016–present | Co-founded and led operations across fleets/class 2–6 vehicles; key operating executive through SPAC and commercialization |
| Xos (public) | Class II Director | Aug 2021–present | Management representation on board; operational oversight and alignment with strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calibur Inc. | Co-Founder (startup consulting) | Aug 2015–Aug 2016 | Advised early-stage businesses; entrepreneurial experience ahead of Xos launch |
| Malibu Family Wines | Director of Marketing | Jul 2014–Jun 2016 | Led marketing; commercial and branding experience |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $375,000 | $346,154 (actual paid; 50% salary reduction effective Oct 28, 2024) | Target 2025 salary: $450,000; Austerity 2025 salary: $300,000 |
| Target Annual Bonus ($) | $375,000 (implied by 2024 plan reference; 2023 target not disclosed) | $375,000 | 2025 target annual bonus: $450,000 |
| Actual Annual Bonus Paid ($) | $111,500 | $51,463 (plan payout); plus discretionary bonus approved Mar 13, 2025 to minimum threshold for OCF/Gross Margin shortfall (paid only if employed at payment) |
Performance Compensation
| Metric | Weighting | Target (Baseline) | Actual (2024) | Payout % (Weighted) | Vesting/Timing |
|---|---|---|---|---|---|
| Operating Cash Flow (USD ‘000) | 25% | $(31,300) | $(48,795) | 0% of weighted portion | Annual cash bonus plan |
| Revenue (USD ‘000) | 25% | $100,300 | $55,961 | 13.7% total payout contributed (54.9% on metric × 25% weight) | Annual cash bonus plan |
| Gross Margin (USD ‘000) | 25% | $13,700 | $3,965 | 0% of weighted portion | Annual cash bonus plan |
| Unit Deliveries (#) | 25% | 615 | 297 | 0% of weighted portion | Annual cash bonus plan |
| 2025 Plan Structure | — | Target bonus $450,000; payouts 0–1.5× based on FH2025 and SH2025 unit volume, revenue, gross margin, and OCF | — | — | Cash plan split H1/H2 2025 |
Notable: The Compensation Committee awarded discretionary bonuses on March 13, 2025 equivalent to minimum thresholds for Operating Cash Flow and Gross Margin despite misses, contingent on employment at payment — a governance flag for pay-for-performance rigor .
Equity Awards and Vesting
| Grant Date | Instrument | Number of RSUs | Vesting Terms |
|---|---|---|---|
| Dec 10, 2024 | RSU | 33,844 | Vests in ~6 equal monthly installments starting Dec 10, 2024; conditioned on no salary increase above Oct 28, 2024 rate |
| Aug 10, 2024 | RSU | 241,226 | 33% vests Apr 10, 2025; remainder vests monthly over next 24 months, service-based |
| May 10, 2023 | RSU | 61,646 | 25% vested Apr 10, 2024; remainder vests monthly over 36 months |
| Jul 11, 2022 | RSU | 4,368 | 25% vested Apr 10, 2023; remainder vests monthly over 36 months |
| Authorized May 9, 2025 (2025 Annual RSU Award) | RSU | 646,158 (Dollar value $2,300,000; sized off 30-day average price) | 33% vests Mar 10, 2026; remainder vests ratably over 24 months, service-based |
Corporate transaction terms: If awards under the 2021 Plan are not assumed/continued/substituted in a change in control, vesting accelerates in full (performance awards at target) immediately prior to close — accelerating value realization risk/opportunity .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Giordano Sordoni | 927,586 | 11.1% | 902,426 shares held directly + 25,160 RSUs settling within 60 days; excludes 198,471 RSUs vesting after 60 days |
| Shares Outstanding (Record Date) | 8,307,823 | — | — |
- Hedging is prohibited for directors/officers; pledging permitted only with prior company approval under the Amended & Restated Insider Trading Policy .
- Sordoni and Semler do not receive additional compensation for board service, reinforcing management-aligned equity exposure .
Employment Terms
- Employment: Entered offer letter with Legacy Xos on Sep 7, 2016; subsequently promoted to COO; employment continues until terminated per agreement .
- Base pay framework: Temporary 50% salary reduction effective Oct 28, 2024; 2025 Target salary $450,000 and Austerity salary $300,000 established May 9, 2025 .
- Clawbacks: Incentive Compensation Recoupment Policy adopted Nov 2023 (SEC/Nasdaq Section 10D compliant) — applies to awards under 2021 Plan .
- Change-of-control: 2021 Plan accelerates vesting if awards are not assumed/continued/substituted — potential double-trigger-like acceleration via plan mechanics (separate from director policy single-trigger) .
- Severance/COC cash terms: Not disclosed for Sordoni in proxy (Romero provisions disclosed) .
Board Governance
- Board role: Class II Director (since Aug 2021), not independent under Nasdaq listing rules (as an officer) .
- Committee memberships: None indicated for Sordoni; committees staffed by independent directors (Audit, Compensation, Nominating) .
- Attendance: In 2024, each director attended ≥75% of meetings except Ingargiola and Jackson — implies Sordoni met attendance threshold .
- Board leadership: CEO also serves as Chair; lead independent director appointed (George N. Mattson) with defined powers (agenda approval, executive sessions, liaison roles) mitigating dual-role concerns .
Performance & Track Record
| Period | Revenues (USD ‘000) | Vehicles Delivered (#) | Net Loss (USD ‘000) |
|---|---|---|---|
| Q1 2024 | 13,162 | 60 | (11,003) |
| Q1 2025 | 5,879 | 22 (+ 5 Hubs; 2 powertrains) | (10,186) |
- Liquidity: Cash and cash equivalents $4.8M at Mar 31, 2025; substantial doubt about going concern; $20M convertible note matures Aug 11, 2025 (10% interest; convertible; optional redemption right post Aug 11, 2024) .
- Concentration: Reliance on small number of customers and single/limited-source suppliers; continued supply chain volatility disclosed .
Compensation Structure Analysis
- Mix shifts: Heavy use of RSUs with time-based vesting; 2025 Annual RSU Award for Sordoni sized at $2.3M (646,158 units) with 33% cliff after ~10 months then monthly — retention-oriented; limited explicit performance share usage .
- Pay-for-performance discipline: Discretionary bonuses awarded despite missing OCF and Gross Margin minimum thresholds (contingent on employment) — indicates flexibility that may weaken pay-for-performance alignment .
- Consultant usage: Meridian LLP engaged in 2023 for market-based analysis used to set 2024 executive comp; no consultant retained in 2024–2025 .
- Ownership alignment: Significant personal stake (11.1%) plus substantial unvested RSUs; hedging prohibited and pledging restricted — aligns incentives but creates potential vest-driven selling windows .
Risk Indicators & Red Flags
- Going concern and debt maturity in 2025; potential need to refinance, raise equity under SEPA constraints, or pursue alternatives — heightens retention and execution risk .
- Internal control material weaknesses (inventory, revenue recognition, ITGC) — remediation underway; financial reporting reliability risk persists .
- Discretionary bonus awards after target misses — pay governance scrutiny and investor perception risk .
- Related party leasing (not tied to Sordoni) — ongoing oversight required .
Director Compensation (Context)
- Non-employee directors receive annual RSU grants (~28,694 units in 2024) and retainers; chairs/lead independent director cash retainer; Semler and Sordoni do not receive additional director comp .
Equity Ownership & Upcoming Vesting Pressure Map
- Near-term vesting: Apr 10, 2025 33% cliff on Aug 10, 2024 RSUs; remaining vests monthly through 2027; Dec 2024 RSUs complete ~May 2025; 2025 RSU Award begins vesting Mar 10, 2026 through 2028 — potential periodic supply from executive settlements .
- Pledging/Hedging: Hedging prohibited; pledging requires prior approval — mitigates alignment concerns .
Investment Implications
- Alignment vs. flexibility: Large time-based RSUs and discretionary bonus practices indicate retention focus but soften pay-for-performance stringency; monitor Compensation Committee stance and future PSU adoption .
- Liquidity and refinancing risk: 2025 debt maturity, low cash, and SEPA access limitations elevate execution risk; outcomes could trigger plan-based accelerated vesting in a change in control scenario .
- Insider supply windows: Multiple RSU cliffs and monthly schedules through 2026–2028 imply periodic settlement-related supply; watch 10b5-1 plans and trading windows around vest dates .
- Governance mitigants: Lead independent director structure counters CEO/Chair dual-role; majority independent board; COO-director role (Sordoni) is non-independent but is not on committees, reducing direct influence over comp/audit oversight .
- Operational dependency: Company explicitly cites high dependence on co-founders; retention of Sordoni is a critical lever; salary austerity and significant equity suggest retention optimization .