Michael G. Jesselson
XPOAbout Michael G. Jesselson
Michael G. Jesselson, age 73, is an independent director of XPO and has served on the Board since September 2, 2011; he was Lead Independent Director from March 2016 to October 31, 2022 . He is President and Chief Executive Officer of Jesselson Capital Corporation (since 1994), with earlier experience at Philipp Brothers (a division of Engelhard Industries) from 1972 to 1981 and at Salomon Brothers in financial trading; he attended the New York University School of Engineering . At XPO, he currently serves as a member of the Audit Committee; the Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jesselson Capital Corporation | President & CEO | Since 1994 | Investment leadership; governance experience applicable to XPO |
| Philipp Brothers (Engelhard Industries) | Professional roles | 1972–1981 | Commodities/industrial background |
| Salomon Brothers Inc. | Financial trading | Post-1981 (years not disclosed) | Capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Centurion Acquisition Corp. (Nasdaq: ALF) | Director | Since June 2024 | Public company board |
| Ascendant Digital Acquisition Corp. III | Director | Nov 2021–Feb 2023 | SPAC board |
| Ascendant Digital Acquisition Corp. I | Director | Jul 2020–Jul 2021 | SPAC board |
| American Eagle Outfitters, Inc. (NYSE: AEO) | Director; Lead Independent Director (tenure as LID not dated) | Nov 1997–May 2017 | Lead Independent Director; public co governance |
| C-III Capital Partners LLC; Sigma Clarity Capital; other private companies; numerous philanthropic organizations | Director/Trustee | Not disclosed | Concluded term as Chairman of Bar Ilan University (Israel) |
Board Governance
- Independence: The Board determined that all directors other than the Executive Chairman (Brad Jacobs) and the CEO (Mario Harik) are independent; Jesselson is independent . He serves on the Audit Committee (member) .
- Committee assignments (2025 proxy as of Record Date):
- Audit Committee: Member; the Audit Committee met six times in 2024; all members met NYSE/SEC independence requirements .
- Attendance and engagement:
- The Board held four meetings in 2024; each current director attended at least 75% of the aggregate Board and applicable committee meetings; all then-serving directors standing for re-election, except Mr. Taylor, attended the 2024 Annual Meeting (implying Mr. Jesselson attended) .
- Board refreshment and rotations: Committees were reconstituted in June 2024; Audit Committee membership since June 6, 2024 includes Chair Irene Moshouris, Michael G. Jesselson, and Allison Landry .
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $80,000 | Standard retainer paid quarterly in arrears |
| Committee/Chair retainers | $0 | Chairs receive additional retainers (Audit $25k; CHCC $20k; NCGSC $20k); OEC non-employee members receive $20k, but Mr. Jesselson is not a chair and not on OEC |
| Stock awards (time-based RSUs) | $183,341 | Annual grant of 2,160 RSUs on Jan 2, 2024, vested Jan 2, 2025; fair value per ASC 718 |
| Total reported director compensation (2024) | $263,341 | Fees earned in cash + stock awards |
Notes:
- Non-employee director equity grants are time-based RSUs; there are no director meeting fees; expenses reimbursed .
- The Board determined director pay levels were competitive; no changes in 2024 .
Performance Compensation
- Non-employee director equity is time-based; there are no performance-based director awards or metrics disclosed (director program uses time-based RSUs; performance metrics apply to executive LTI only) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Centurion Acquisition Corp. (ALF) | Public company directorship | No XPO-related party transaction disclosed involving Mr. Jesselson |
| American Eagle Outfitters (former) | Customer-side exposure possible (retail) | No related-party transactions disclosed with AEO; service ended 2017 |
| Private company boards (C-III Capital Partners LLC; Sigma Clarity Capital) | Private boards | No XPO related-party transactions disclosed |
- Related-party transactions: 2024 related-party disclosure involved a sublease to Jacobs Private Equity (managed by Executive Chairman Brad Jacobs); no transactions involving Mr. Jesselson were disclosed .
Expertise & Qualifications
- Governance and investment: Prior Lead Independent Director at AEO; significant public company governance experience; extensive investment expertise, aligned with XPO’s capital allocation needs .
- Audit and financial oversight: Audit Committee member; Audit oversees financial reporting, internal controls, and related-party transactions .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares of XPO common stock beneficially owned | 313,557 |
| RSUs held (as of Dec 31, 2024) | 18,048 |
| Ownership guidelines (directors) | 6x annual cash retainer; compliance required within 5 years; retain 70% of net shares until met |
| Compliance status | In compliance (Board-wide) as of Record Date |
| Pledging/hedging | Prohibited under Insider Trading Policy (no hedging or pledging) |
Breakdown of beneficial ownership (as disclosed):
- Direct: 56,499 shares; IRA: 5,000 shares; spouse: 6,000 shares; trusts where he is beneficiary or trustee: various trusts totaling the remainder; full detail enumerated in footnote (8) to the ownership table .
Governance Assessment
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Signals that support investor confidence:
- Long-tenured, independent director (since 2011) with prior Lead Independent Director experience, now focused on Audit oversight; the Board affirms his independence .
- Strong ownership alignment: substantial personal and trust holdings; Board-wide compliance with robust stock ownership guidelines; hedging and pledging are prohibited .
- Engagement/attendance: At least 75% meeting attendance; attended 2024 Annual Meeting; Board and committees meet regularly (Board: 4; Audit: 6) .
- No related-party transactions involving him disclosed; Audit Committee oversight of related-party transactions centralizes conflict management .
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Watch items:
- Board tenure provides institutional knowledge but can raise refreshment considerations; the Board reconstituted committees in 2024 and continues refreshment practices, mitigating entrenchment risk .
- External roles include SPAC directorships (completed/ended), and a current SPAC board (Centurion/ALF); Board policy requires directors to manage outside commitments and none serve on >3 public company boards; the NCGS Committee reviews capacity periodically .
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Broader shareholder support context:
- At the 2024 Annual Meeting, directors received 99% average support; say-on-pay received 97%, reflecting broad investor backing for governance and pay frameworks .