QXO INC (QXO)
Sector: Industrials
2026 Annual Meeting Analysis
QXO INC · Meeting: May 5, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Harik is the sitting CEO of XPO, Inc. and simultaneously serves on QXO's board — under the policy, a sitting CEO may hold no more than one outside public board seat, and this outside directorship at QXO exceeds that limit, raising concerns that his primary fiduciary obligation to XPO shareholders could be diluted.
For Analysis
Jacobs joined the board in June 2024 — less than 24 months before the meeting — so he is exempt from the TSR underperformance trigger under the new-director exemption; no overboarding, attendance, or independence issues apply to his role as executive chairman and CEO.
Aiken joined in June 2024 and is within the 24-month new-director exemption; he serves as Audit Committee chair with strong financial credentials as a former CFO of a Fortune 100 company, and holds no other public board seats.
Colucci joined in June 2024 and is within the 24-month new-director exemption; she holds one other public board seat (GXO Logistics), well within the four-seat limit, and brings relevant governance and policy experience.
Kissel joined in June 2024 and is within the 24-month new-director exemption; she holds one other public board seat (RXO, Inc.), well within limits, and brings geopolitical, policy, and financial advisory experience relevant to QXO's strategy.
Kushner joined in July 2024 and is within the 24-month new-director exemption; he holds no other public board seats and brings investment and geopolitical expertise, and his $200 million personal investment in QXO demonstrates meaningful alignment with shareholders.
Landry joined in June 2024 and is within the 24-month new-director exemption; she serves as lead independent director and Compensation Committee chair, holds one other public board seat (XPO, Inc.), and brings deep transportation and financial analysis expertise.
Six of seven directors receive a FOR vote. Mario Harik, the sitting CEO of XPO, Inc., receives an AGAINST vote because the policy prohibits a sitting CEO from holding two or more outside public board seats — his QXO directorship is a second outside seat. All other directors are within the 24-month new-director exemption from the TSR underperformance trigger, have no attendance issues, hold appropriate committee roles, and do not breach overboarding limits.
Say on Pay
✓ FORCEO
Brad Jacobs
Total Comp
$750,000
Prior Support
N/A
The CEO's total reported compensation for 2025 was $750,000 — consisting entirely of base salary with zero bonus, zero new equity awards, and zero incentive payout — which is well below benchmark for a CEO of a $14 billion industrial company, easily clearing the pay-level test. Pay mix concerns are mitigated by the context: the large equity award granted in 2024 was explicitly structured as a single multi-year award intended to cover five years of equity grants rather than being an annual recurring grant, so no new equity was needed in 2025; that award is heavily performance-weighted (65% in performance stock awards tied to relative total shareholder return versus the S&P 500), and the short-term cash bonus was reduced to zero by management's own recommendation after the company missed its profitability target, demonstrating genuine pay-for-performance discipline. The compensation structure passes all policy screens — incentive pay has rigorous, measurable performance conditions, a clawback policy is in place, and the board engaged with shareholders on compensation design.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide an auditor fee table or disclose Deloitte's tenure length; under the policy, the tenure trigger requires confirmed data to fire and the fee-ratio trigger requires actual fee figures, so neither negative trigger can be applied — the default FOR vote stands. Deloitte is a Big 4 firm fully appropriate for a company of QXO's $14 billion market cap, and no material financial restatements are disclosed.
Overall Assessment
The 2026 QXO annual meeting presents three standard proposals: director elections, auditor ratification, and a say-on-pay advisory vote. The primary governance concern is Mario Harik, the sitting CEO of XPO, who is serving as an outside director at QXO in violation of the policy's overboarding rule for sitting CEOs; all other directors are new within 24 months and pass policy screens, the say-on-pay is supportable given the CEO's minimal 2025 cash-only compensation and the performance-linked structure of the multi-year equity award, and the auditor ratification passes by default as fee and tenure data are not disclosed in the filing.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing