Stuart Bernstein
XosAbout Stuart Bernstein
Stuart Bernstein, 61, is an independent Class III director of Xos, serving since October 2022. He is Founder and Managing Member of Sustainable Capital LLC and previously spent 25 years as a partner at Goldman Sachs, where he founded and led the Clean Technology & Renewables Group, ran Venture Capital Coverage, co‑headed Equity Capital Markets, and was Global Head of Technology Capital Markets; he holds a B.S. (UC Berkeley, Phi Beta Kappa) and MBA/MPA (Harvard Business School/Kennedy School) . He is deemed independent under Nasdaq rules , and the Board reports he met the 75%+ attendance threshold for 2024 (Board met 13 times; independent directors held 3 executive sessions) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner; Founder/Head Clean Tech & Renewables; ran Venture Capital Coverage; Co‑Head ECM; Global Head Technology Capital Markets | 25-year career (years not specified) | Led clean tech & capital markets practices, advising hundreds of late-stage private/early public growth companies |
| NextGen Acquisition Corp. / NextGen II | Advisor (predecessor SPACs to Xos and Virgin Orbit) | Prior to Xos listing | Sponsor advisory background relevant to Xos’s de‑SPAC history |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sustainable Capital LLC | Founder & Managing Member | Current | Sustainable investment firm leadership |
| G2VP | Strategic Advisor | Current | Sustainable venture/growth investment focus |
| Story3 Capital Partners | Senior Advisor | Current | Consumer/commerce/content private equity |
| Kimpact (affordable housing fund) | Advisory Board Member | Current | Focus on environmental/social impact |
| Corner Development Founders | Strategic Advisor | Current | Real estate redevelopment, sustainability |
| Upwell Water | Advisory Board Member | Current | Tech-enabled water resources/infrastructure |
| Haas School of Business (UC Berkeley) | Board Member | Since Jan 2008 | Long-standing academic governance role |
| UC Berkeley | Trustee | Sep 2012 – Aug 2021 | University governance |
| Lawrence Berkeley National Lab | Advisory Board Member | Aug 2018 – Dec 2020 | National lab advisory |
Board Governance
- Independence: Independent under Nasdaq; Board majority independent .
- Committee memberships (2025): Audit Committee (member); Compensation Committee (member). Audit Chair: Ed Rapp; Compensation Chair: Dietmar Ostermann (as of Apr 3, 2025) .
- Attendance & engagement: Board met 13 times in 2024; each director (except Ms. Ingargiola 69% and Ms. Jackson 68%) attended ≥75%. Independent directors held three executive sessions .
- Board leadership: CEO serves as Chair; George Mattson is Lead Independent Director with robust agenda/liaison authorities .
- Years of service on Xos board: Since October 2022; current term runs to the 2027 annual meeting as a Class III director .
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Cash retainers | $0 | Chairs/Lead Independent get additional cash retainers; Bernstein was a member, not a chair or lead . |
| Equity – Annual RSU Grant | $192,537 grant-date fair value | Granted 28,694 RSUs on July 10, 2024; vests by the earlier of 1-year or day before next annual meeting . |
| Total | $192,537 | Directors may elect to take cash retainers in fully vested RSUs; Bernstein shows equity only in 2024 . |
Policy reference: Non‑employee directors receive annual RSUs valued at $200,000, vesting by first anniversary or pre‑meeting date; Lead Independent Director retainer $25,000; Audit/Comp/Nominating Chairs $20,000/$10,000/$10,000, respectively; retainers payable quarterly (cash or elective fully vested RSUs) .
Performance Compensation
Directors do not receive performance‑conditioned equity or bonus metrics; director RSUs are time‑based and vest on tenure or around annual meeting timing . For context on pay-for-performance oversight at Xos (executive plan, 2024), the Board’s Compensation Committee established the following metrics and outcomes:
| Performance Criteria | Weighting | Unit | Below Low | Low | Baseline | High | 2024 Achievement | Criteria Payout | Weighted Payout |
|---|---|---|---|---|---|---|---|---|---|
| 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% |
| Gross Margin | 25% | USD (000s) | <6,850 | 6,850 | 13,700 | 20,550 | $3,965 | —% | —% |
| Unit Deliveries | 25% | # | <400 | 400 | 615 | 820 | 297 | —% | —% |
Note: Despite missing minimum thresholds for Operating Cash Flow and Gross Margin, the Compensation Committee awarded discretionary bonuses to recognize near‑misses amid unforeseen challenges (paid to those employed at payout date) . 2025 executive bonus targets were set with 1H/2H performance gates and CEO/COO target bonuses of $450,000 each .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Mr. Bernstein . |
| Private/Advisory roles | Strategic/Senior Advisor (G2VP, Story3 Capital Partners); Advisory boards (Kimpact, Upwell Water); Strategic Advisor (Corner Development Founders) . |
| Notable affiliations/interlocks | Prior advisor to NextGen and NextGen II (SPACs); current Lead Independent Director George Mattson co‑founded/co‑chaired NextGen/NextGen II and is a former Goldman Sachs partner, indicating network ties on the board . |
Expertise & Qualifications
- Capital markets and technology finance: Former Goldman Sachs partner; leadership of ECM and Technology Capital Markets teams; venture and late‑stage company advisory experience .
- Clean technology/renewables domain knowledge: Founded Goldman’s Clean Technology & Renewables Group; current sustainable investing roles .
- Academic and public institution governance: Board Member, Haas School of Business (since 2008); former UC Berkeley Trustee; former Lawrence Berkeley Lab advisory board member .
- Education: B.S. UC Berkeley; MBA (Harvard Business School); MPA (Harvard Kennedy School) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (shares) | 55,927 shares; <1% of outstanding . |
| Components | 21,434 shares directly ; 4,133 shares via Bernstein Investment Partners LLC ; 28,694 shares via RSUs vesting within 60 days of April 25, 2025 . |
| Warrants | 50,002 public warrants via Bernstein Investment Partners LLC (30 warrants per one share of common stock) . |
| As‑of date | April 25, 2025 measurement date . |
| Hedging/Pledging policy | Hedging/derivatives prohibited; pledging permitted only with prior approval; no pledging by Mr. Bernstein disclosed . |
Governance Assessment
- Committee effectiveness and independence: Bernstein serves on Audit and Compensation—two critical oversight bodies. The Board affirms his independence and he met attendance expectations in 2024; Audit met 5 times; Compensation met 3 times, reflecting ongoing oversight cadence .
- Alignment and incentives: 2024 director pay for Bernstein was entirely equity ($192,537 RSUs; 28,694 units), consistent with the $200,000 annual grant policy—enhancing shareholder alignment. He received no chair or lead fees, reflecting member status .
- Potential conflicts/interlocks: Historical advisory role with NextGen (Xos’s SPAC sponsor) and shared Goldman Sachs backgrounds with the Lead Independent Director reflect network ties; however, the company discloses no related‑party transactions involving Mr. Bernstein, and the Board has an active related‑party review policy .
- RED FLAGS (none material disclosed specific to Mr. Bernstein):
- No late Section 16 filings attributed to Mr. Bernstein (late filings cited for certain others) .
- Related‑party transactions disclosed involve other directors/parties (e.g., Xcel Energy hub sales) and a 2022 Aljomaih note; none linked to Mr. Bernstein .
- Change‑in‑control RSU acceleration for directors is standard under the 2021 Plan; not unusual but increases sensitivity to M&A outcomes .
Overall implication: Bernstein brings deep clean‑tech and capital markets expertise with equity‑heavy director pay and confirmed independence, supporting investor confidence. Network ties to the de‑SPAC sponsor and fellow directors are worth monitoring for perceived conflicts, but current disclosures show no related‑party exposure or attendance concerns .