Michael Richardson
XosAbout Michael Richardson
Michael Richardson (age 68) is an independent director of Xos, Inc., serving since March 2024 following his prior role as Vice-Chair of ElectraMeccanica’s board; he brings deep automotive operating and product development expertise, including President of Nexteer Automotive and interim CEO of Dura Automotive Systems . He holds a B.S. in Mechanical Engineering from Kettering University and an MBA from Central Michigan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexteer Automotive | President; Executive Board Director | President: Jun 2016–Jan 2020; Exec Board Director: Apr 2013–Jan 2020 | Led global steering systems business; public company operating experience |
| Dura Automotive Systems | Interim Chief Executive Officer; Director | Interim CEO: Mar 2020–Sep 2020; Director: Sep 2020–Dec 2024 | Turnaround/interim leadership during industry disruption |
| ElectraMeccanica Vehicles Corp. | Vice-Chair; Director | Member since Nov 2022 (vice-chair prior to Xos appointment) | Board leadership experience at a public EV company |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Shape Corporation | Director | Feb 2018 | Auto supplier board role; ongoing as of proxy date |
Board Governance
- Independence: Xos’s board has determined Richardson is independent under Nasdaq rules .
- Committees: Member, Nominating & Corporate Governance Committee (appointed May 13, 2024); chair is Alice K. Jackson .
- Chair roles: None (Audit chair: Ed Rapp; Compensation chair: Dietmar Ostermann as of Apr 3, 2025; Nominating chair: Alice K. Jackson) .
- Attendance and engagement: In 2024, all directors attended at least 75% of board/committee meetings except Ingargiola (69%) and Jackson (68%), implying Richardson met the 75% threshold; independent directors held three executive sessions in 2024 .
- Board leadership: Combined CEO/Chair (Dakota Semler) with George Mattson as Lead Independent Director .
Fixed Compensation
| Component | Policy/Amount | Richardson 2024 |
|---|---|---|
| Lead Independent Director cash retainer | $25,000 annual (if serving as Lead Independent Director) | N/A (not Lead Independent Director) |
| Committee Chair retainers | Audit: $20,000; Compensation: $10,000; Nominating & Corporate Governance: $10,000 | N/A (not a chair) |
| Director cash fees earned (2024) | Per policy, directors may elect RSUs in lieu of cash; some directors took cash retainers | $0 (no cash fees reported) |
Notes: Non-employee directors can elect to receive cash fees as fully vested RSUs under the Director Compensation Policy .
Performance Compensation
- Annual equity: Each non-employee director receives an annual RSU grant with grant-date value of $200,000, vesting on the earlier of (i) first anniversary of grant or (ii) the day before the next annual meeting, subject to service continuity .
- 2024 grant: Richardson received 28,694 RSUs on July 10, 2024 (grant-date fair value $192,537) .
- Vesting timing: Given the 2025 annual meeting date of June 24, 2025, the 2024 RSU would vest no later than June 23, 2025 under the policy’s “earlier of” vesting rule .
- Options/PSUs: No option or performance-share awards were disclosed for directors in 2024; the non-employee director program uses time-based RSUs .
| Equity Awards (2024) | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual RSU | Jul 10, 2024 | 28,694 | 192,537 | Vests earlier of 1-year or day before 2025 annual meeting (Jun 24, 2025 meeting) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Shape Corporation | Not disclosed as public in proxy | Director | No related-party transactions with Xos disclosed |
| ElectraMeccanica Vehicles Corp. | Public | Vice-Chair; Director (prior to Xos appointment) | Board experience; no Xos related-party transactions disclosed via this relationship |
No other current public company directorships for Richardson are disclosed in the Xos proxy; the proxy provides his prior public company affiliations and current Shape Corp role as described above .
Expertise & Qualifications
- Technical/operational: Automotive product development and senior operating leadership; qualified for Xos board based on technical expertise and public company experience .
- Education: B.S. Mechanical Engineering (Kettering University); MBA (Central Michigan University) .
Equity Ownership
| Holder | Direct Shares | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Michael Richardson | 4,801 | 28,694 | 33,495 | <1% (asterisked in proxy) |
| Shares Outstanding (Record Date Apr 25, 2025) | 8,307,823 shares |
- Vested vs unvested context: As of Dec 31, 2024, Richardson had 28,694 RSUs outstanding; by Apr 25, 2025, these were counted as beneficial ownership if vesting/delivery due within 60 days, per proxy methodology .
- Hedging/pledging: Xos prohibits short sales/derivatives/hedging by insiders; pledging is allowed only with prior approval. No pledging by Richardson is disclosed in the proxy .
Related-Party Exposure (Conflicts)
- The proxy discloses related-party transactions for 2024–2025; none involve Richardson. The only director-linked transaction noted was ~$0.5M in Hub sales to Xcel Energy while director Alice Jackson served at Xcel Energy; the company states terms were arm’s-length .
- Aljomaih note and rights (major shareholder) are disclosed with no linkage to Richardson; no designated director had been appointed by Aljomaih as of the proxy date .
Section 16 Compliance / Insider Trades
| Item | Richardson Status |
|---|---|
| Section 16(a) filing timeliness | Not identified among late filers for 2024; late reports listed involved other officers/directors (Semler, Sordoni, Pogosyan, Romero, Mattson, Rapp) . |
Governance Assessment
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Strengths
- Independent director with automotive operating and product engineering depth; adds industry operator perspective to a commercialization-stage EV company .
- Governance engagement: Committee service on Nominating & Corporate Governance; board/committee attendance met 75%+ in 2024 cohort; independent directors held regular executive sessions (3 in 2024) .
- Alignment: 2024 compensation fully equity-based (RSUs), consistent with policy targeting $200k annual equity; no cash fees reported, signaling equity-heavy mix .
- Hedging prohibited, clawback policy in place (company-wide), enhancing alignment and accountability .
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Watch items
- Ownership size: Beneficial ownership <1%—typical for small-cap directors but provides limited direct “skin in the game” relative to total shares outstanding .
- Pledging policy: Allowed with prior approval (no pledging by Richardson disclosed); some investors prefer outright prohibitions .
- No disclosed conflicts or related-party transactions tied to Richardson; continue monitoring any supplier/customer ties from external roles (none disclosed in the proxy) .
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Overall view: Richardson appears to be a constructive, independent addition with relevant automotive product and operating experience, equity-heavy director pay, and satisfactory engagement, with no identified related-party conflicts in the period reviewed .