John F. Smith
XosAbout John F. Smith
Independent director of Xos, Inc. appointed August 18, 2025 as a Class I director; concurrently appointed to the Audit Committee. Smith is a former Group Vice President, Corporate Planning & Alliances at General Motors and is Principal of Eagle Advisors LLC, bringing extensive OEM strategy, alliances, and supply‑chain governance experience. Age and education not disclosed in company filings; tenure at Xos began August 18, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors | Group Vice President, Corporate Planning & Alliances | 1968–2010 | Senior corporate strategy and alliance leadership |
| Eagle Advisors LLC | Principal (founder) | 2011–present | Strategy and performance improvement consultancy |
| Covisint Corp | Chairman of the Board | 2016–2017 (until sale) | Board leadership through sale |
| CEVA Logistics | Director | 2013–2019 (taken private) | Board service |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| American Axle & Manufacturing | NYSE: AXL | Director | 2011–2025 | Automotive supplier board experience |
| TI Fluid Systems plc | LON: TIFS | Director | 2017–2025 | Automotive fluid systems supplier |
| Covisint Corp | Nasdaq: COVS | Chairman/Director | 2016–2017 | Chairman until sale in 2017 |
| CEVA Logistics | SIX: CEVAL | Director | 2013–2019 | Service ended when taken private |
Board Governance
- Appointment and class: Elected by the Board on August 18, 2025 as a Class I director to serve until the 2028 annual meeting; Board size increased from eight to nine at that time.
- Committees: Appointed to the Audit Committee upon joining the Board.
- Independence and conflicts: Company disclosed no family relationships, no arrangements/understandings for his election, and no related party transactions reportable under Item 404(a). Compensation to be in accordance with standard non‑employee director policy.
- Indemnification: Entered into the Company’s standard director indemnification agreement dated August 18, 2025 (form previously filed).
- Board context (2025): Lead Independent Director role transitioned to Dietmar Ostermann effective July 1, 2025; Audit Committee chaired by Ed Rapp; independent director executive sessions are held.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual RSU grant for non‑employee directors | $200,000 grant‑date fair value | Vests on earlier of one year from grant or day before next annual meeting, subject to continued service. |
| Cash retainers – Lead Independent Director | $25,000 per year | Paid quarterly; directors may elect RSUs in lieu of cash. |
| Committee Chair retainers | Audit: $20,000; Compensation: $10,000; Nominating: $10,000 | Paid quarterly; directors may elect RSUs in lieu of cash. |
| Member/meeting fees | Not disclosed | No base cash retainer disclosed; directors can elect to receive any cash retainers as fully vested RSUs. |
Per 8‑K, Smith will be compensated under Xos’s standard non‑employee director policies described in the May 12, 2025 DEF 14A. Specific prorations or grant timing post‑appointment were not disclosed.
Performance Compensation
| Element | Details |
|---|---|
| Performance‑based director pay | None disclosed; director equity is time‑based RSUs under the Director Compensation Policy. |
| Vesting metric(s) | Time‑based only; RSUs vest on earlier of one year from grant or day before next annual meeting, subject to service. |
Other Directorships & Interlocks
| Potential Interlock Area | Relevance | Disclosure/Status |
|---|---|---|
| Suppliers to auto industry (AXL, TIFS) | Potential for future conflicts if Xos becomes a counterparty | Company disclosed no related party transactions with Smith at appointment. |
| Related party transactions policy | Audit Committee oversight, threshold = lesser of $120,000 or 1% of average total assets; pre‑approval and best‑interest standard | Policy and 2024 example disclosure (unrelated to Smith) indicate active oversight. |
Expertise & Qualifications
- OEM strategy and alliances leadership (42+ years at GM; retired as Group VP, Corporate Planning & Alliances).
- Public company board governance across multiple automotive and logistics companies; prior chair experience.
- Finance oversight suitability reflected by Audit Committee appointment.
- Strategic and operational scaling experience aligned with Xos’s stated priorities (MDXT scaling, charging deployments).
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at/near appointment | Not disclosed in the April 25, 2025 beneficial ownership table; no holdings disclosed in the August 2025 8‑K. |
| Director equity awards outstanding | Not disclosed for Smith; annual RSU program for non‑employee directors is defined in policy. |
| Hedging/Pledging | Hedging prohibited; pledging permitted only with prior approval under Insider Trading Policy. |
Governance Assessment
-
Strengths for investor confidence
- Independent non‑employee director with deep OEM strategy and supply‑chain governance experience; immediate placement on Audit Committee supports financial oversight.
- No related‑party transactions or family relationships disclosed; compensated strictly under published director policy.
- Director compensation structure is equity‑heavy with the option to take cash retainers in RSUs, enhancing alignment.
-
Monitoring items
- External board roles at automotive suppliers (AXL, TIFS) warrant routine conflict screening if Xos contracts touch those ecosystems, though Company disclosed no related‑party exposure at appointment.
- Specific grant timing/pro‑ration for 2025 RSUs post‑appointment not disclosed; monitor next proxy for award details and any committee role changes.
-
Board process and controls (context)
- Independent executive sessions held; robust related‑party policy with Audit Committee oversight; insider trading policy bans hedging and restricts pledging—all supportive of governance quality.