Form 4: QXO Chief Legal Officer Granted 50,000 Performance Stock Units

QXO, Inc. has granted 50,000 performance stock units to its Chief Legal Officer, Christopher J. Signorello, with vesting tied to the company's total shareholder return relative to the S&P 500 Index.

Summary

• Christopher J. Signorello, Chief Legal Officer of QXO, Inc. (QXO), was granted 50,000 Performance Stock Units (PSUs) on July 16, 2025.
• Each PSU represents a contingent right to receive one share of QXO Common Stock.
• The PSUs will vest based on QXO's total shareholder return (TSR) relative to companies in the S&P 500 Index.
• Vesting is split across multiple performance periods: 50% of PSUs vest based on performance from the grant date to December 31, 2028; 16.5% for a one-year period ending December 31, 2026; 16.5% for a one-year period ending December 31, 2027; and 17% for a one-year period ending December 31, 2028.
• Vesting is generally subject to Mr. Signorello's continued employment through the applicable vesting date.
• The maximum number of PSUs that may vest is capped at 225% of the target number, meaning up to 112,500 shares could be received if performance targets are significantly exceeded.

Sentiment

Score: 7

Explanation: The grant of performance-based equity to a key executive is generally a positive signal, indicating alignment of management's interests with shareholder value creation and incentivizing long-term performance. The structure with a potential for 225% vesting suggests strong performance incentives.

Positives

• The grant of performance-based stock units aligns the Chief Legal Officer's interests directly with shareholder returns, incentivizing long-term company performance.
• The potential for vesting up to 225% of the target PSUs provides a strong incentive for the executive to drive exceptional total shareholder return.

Risks

• The actual number of shares received by the executive is contingent on the company's Total Shareholder Return (TSR) performance relative to the S&P 500 Index, meaning the full target amount may not vest if performance targets are not met.
• The PSUs are subject to the reporting person's continued employment with the Issuer through the applicable vesting dates, posing a risk of forfeiture if employment ceases.

Future Outlook

The future outlook for the granted PSUs is directly tied to QXO's Total Shareholder Return (TSR) performance relative to the S&P 500 Index over various performance periods extending through December 31, 2028. The executive's compensation is thus aligned with the company's long-term stock performance.

Industry Context

The grant of performance-based equity awards to key executives is a common practice across various industries, particularly in publicly traded companies, to align management incentives with shareholder value creation. Tying vesting to relative TSR performance against a broad market index like the S&P 500 is a robust method to ensure outperformance relative to market trends.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) with vesting tied to Total Shareholder Return (TSR) relative to a market index (S&P 500) is a standard and widely accepted practice in executive compensation across large-cap companies, including those in the industrial and logistics sectors where QXO operates.
• Many companies, such as Amazon, Microsoft, and Google (Alphabet), utilize similar performance-based equity awards to incentivize long-term executive performance and align with shareholder interests.
• The maximum vesting cap of 225% of target is within the typical range for such awards, designed to reward significant outperformance.

Corporate Governance

Stakeholder Impact

• Shareholders: The performance-based vesting of PSUs aims to align the Chief Legal Officer's efforts with increasing shareholder value, potentially leading to improved stock performance.
• Employees: The compensation structure for a key executive may set a precedent or reflect the company's overall approach to performance-based incentives.

Next Steps

• QXO's Total Shareholder Return (TSR) will be measured against the S&P 500 Index over specified performance periods to determine the number of PSUs that will ultimately vest.
• The Chief Legal Officer's continued employment with QXO, Inc. will be required for the PSUs to vest.

Key Dates

Keywords

QXO, Performance Stock Units, PSUs, Executive Compensation, SEC Form 4, Insider Grant, Total Shareholder Return, TSR, Equity Compensation, Corporate Governance