Xos, Inc. Corporate Governance

Investor Relations

Corporate Governance Overview

The Board of Directors of Xos (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Governance Documents

committee charters

Committee Composition

Board Member Audit Committee Compensation Committee Nominating and Corporate Governance Committee
Dakota Semler
George Mattson ✓ ✓ ✓
Stuart Bernstein ✓ ✓
Luisa Ingargiola
Alice K. Jackson ✓ ✓
Dietmar Ostermann
Ed Rapp ✓ ✓
Mike Richardson
Giordano Sordoni

Board of Directors

Dakota Semler

Chairperson of the Xos Board

Mr. Semler serves as Xos’ Chief Executive Officer and a member of the Xos Board. Mr. Semler is a Co-Founder of Xos and has served as Chief Executive Officer and a director of Xos since September 2016. Prior to Xos, Mr. Semler served as Chief Executive Officer of Malibu Management Services, a hospitality operator, and Bucket List Experiences, a tour operator company, from 2014 to 2016. Mr. Semler was also an independent contractor for TSG Group, a real estate holding company, from 2014 to 2016. Mr. Semler attended California State University and George Washington University.

Mr. Semler serves on the Xos Board due to his experience serving as Xos’ Co-Founder and Chief Executive Officer, as well as managing fleet operations for multiple fleets ranging from Class 2 light-duty vehicles to Class 8 short-haul vehicles.

George n. mattson

Lead Independent Director of the Xos Board

Mr. Mattson serves as a member of the Xos Board. Mr. Mattson served as a Partner and Co-Head of the Global Industrials Group in Investment Banking at Goldman, Sachs & Co. from November 2002 through August 2012. Mr. Mattson joined Goldman Sachs in 1994 and served in a variety of positions before becoming Partner and Co-Head of the Global Industrials Group. Mr. Mattson serves as a director of Delta Air Lines, Inc. (NYSE: DAL), where he is chair of the Finance Committee, Virgin Galactic Holdings, Inc. (NYSE: SPCE), where he is chair of the Audit Committee, and NextGen Acquisition Corp. II. Mr. Mattson also served as a director of Air France-KLM S.A. (PAR: AF) from 2017 until February 2021. Mr. Mattson holds a B.S. degree in Electrical Engineering from Duke University and an M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Mattson is qualified to serve on the Xos Board due to his substantial strategic, financial and transactional experience and deep expertise in the industrial sector, and his experience serving as a director for various public and private companies.

Independent Director

Stuart Bernstein

Mr. Bernstein serves as a member of the Xos Board. Mr. Bernstein is also the Founder and Managing Member of Sustainable Capital LLC, a sustainable investment firm. Prior to that, he was a long-time partner at Goldman Sachs, where during his 25-year career he founded and managed the Clean Technology and Renewables group within the investment banking division, working with many of the firm’s corporate and investor clients focused on sustainability. He also ran the Venture Capital Coverage effort, was co-head of Equity Capital Markets (ECM), and Global Head of the Technology Capital Markets Team where he advised on capital markets strategies and transactions with hundreds of late-stage private and early-stage public growth companies. Mr. Bernstein is also Senior Advisor to G2VP, a sustainable venture and growth investment firm; Story3 Capital Partners, a consumer, commerce, and content private equity firm; and Kimpact, a national affordable housing fund with a focus on environmental and social impact. Previously, Mr. Bernstein served as an advisor to NextGen Acquisition Corp (the predecessor company to Xos) and NextGen Acquisition Corp II, two special-purpose acquisition companies.

Mr. Bernstein graduated Phi Beta Kappa from U.C. Berkeley and holds an MBA from the Harvard Business School as well as a MPA from the Harvard Kennedy School.

Mr. Bernstein is qualified to serve on the Xos Board due to his strong strategic investment and transactional experience and deep understanding of clean technology and renewable energy.

Luisa Ingargolia

Ms. Ingargiola has served as a member of our Board since March 2024, prior to which she served as a director of ElectraMeccanica Vehicles Corp. since March 2018. Since 2007, Ms. Ingargiola has served as the Chief Financial Officer of Avalon GloboCare Corp. (NASDAQ: ALBT), a leading biotech health care company that is developing cell based therapeutic and diagnostic technologies for cancer and other diseases. From 2007 through 2016, Ms. Ingargiola served as the Chief Financial Officer at MagneGas Corporation (NASDAQ: MNGA). Prior to 2007, Ms. Ingargiola held various roles as Budget Director and Investment Analyst in several private companies. She currently serves as a director and audit committee chair for several public companies, including Dragonfly Energy Holdings Corp. (NASDAQ: DFLI), Vision Marine Technologies, Inc. (NASDAQ: VMAR), and BioCorRx Inc. (OTCQB: BICX), and previously served on the boards of directors of AgEagle (NYSE: UAVS), Progress Acquisition Corporation (NASDAQ: PGRWU), Siyata Mobile Inc. (NASDAQ: SYTA) and MagneGas Corporation (NASDAQ: MNGA).

Ms. Ingargiola graduated from Boston University with a bachelor’s degree in Business Administration and a concentration in Finance. She also received a Master of Health Administration from the University of South Florida.

alice k. jackson

Ms. Jackson serves as a member of the Xos Board. Ms. Jackson has served as President of Colorado at Xcel Energy Inc. (NASDAQ: XEL) since May 2018. From September 2016 to May 2018, she served as Associate Vice President of Strategic Revenue Initiatives at Xcel Energy. Ms. Jackson is Chair of the Board of Directors of the Smart Electric Power Alliance, and sits on the boards of the Denver Museum of Nature and Science, Mile High United Way, Denver Metro Chamber of Commerce, Colorado Concern, and the American Red Cross CO/WY Chapter. Ms. Jackson received a B.S. in Management Information Systems from Texas A&M University and completed the Harvard Business School Program for Leadership Development.

Ms. Jackson is qualified to serve on the Xos Board due to her energy infrastructure expertise and public company management experience.

Independent Director

Dietmar Ostermann

Mr. Ostermann has served as a member of our Board since March 2024, prior to which he served as a director of ElectraMeccanica Vehicles Corp. since July 2022. Mr. Ostermann has consulted for a wide range of original equipment manufacturers (OEMs) (including Navistar, Daimler Truck, Proterra, Ashok Leyland, FAW, GM, Ford, Stellantis, Rivian, BMW, Mercedes, VW, Nissan and Hyundai) as well as many auto suppliers (including American Axle, Dana, Denso, Magna, Metalsa, and ZF) on topics of business strategy, product development and operations improvement. Mr. Ostermann most recently served as PwC’s Global and US Auto Advisory Leader based in Detroit, MI for 11 years. Prior to PwC, he led the global auto practice of management consulting firm PRTM in Boston, MA. Prior to that, he spent 17 years at the management consulting firm A.T. Kearney in the United States and Germany, where he served as Chief Executive Officer for 3 years. Mr. Ostermann currently serves as an independent director for auto suppliers Shape Corp and North American Stamping Group.

Mr. Ostermann holds a bachelor’s degree in Industrial Engineering and Business from the University of Hamburg in Germany and a master’s degree in industrial and Systems Engineering and Business from the University of Southern California.

Ed rapp

Mr. Rapp serves as a member of the Xos Board. Mr. Rapp served as the Group President for Resource Industries and former Chief Financial Officer at Caterpillar Inc. from 2014 until his retirement in 2016. Mr. Rapp previously served at Caterpillar Inc. as Group President, based in Singapore, from 2013 to 2014 and as the Chief Financial Officer from 2010 to 2013. Mr. Rapp serves as a director of AbbVie and previously served as a director of FM Global. Mr. Rapp holds a BSBA in Finance from University of Missouri–Columbia.

Mr. Rapp is qualified to serve on the Xos Board due to his strong public company board experience, public company CFO experience, and a deep understanding of running a large industrial business.

Independent Director

Mike Richardson

Mr. Richardson brings four decades of global automotive experience, working in Original Equipment Manufacturers and Tier 1 system suppliers. Prior to joining Xos, Mr. Richardson served as Vice-Chair of ElectraMeccanica. He retired from Nexteer Automotive as President and Executive Board Director in 2019 where he also worked regionally in Europe & Asia for 8 years. Mr. Richardson continues to serve on the boards of Dura Automotive and Shape Corporation.

Mr. Richardson holds a bachelor’s degree in mechanical engineering from Kettering University and a master’s degree in business administration from Central Michigan University. He also holds a Master Level Professional Board Director Certification from the American College of Corporate Directors. He has been recognized as a Professional Engineer, Certified Quality Engineer and unlimited-rating Stationary Power Engineer. Mr. Richardson has authored numerous intellectual properties impacting both product & process. He is a Boss Kettering Innovation Award recipient, General Motors Presidents Award winner and Delphi Inventors Hall of Fame inductee.

Mr. Richardson is qualified to serve on the board of Xos due to his technical expertise in product development and public company experience.

giordano Sordoni

Mr. Sordoni serves as Xos’ Chief Operating Officer and a member of the Xos Board. Mr. Sordoni is a Co-Founder of Xos and has served as Chief Operating Officer and a director of Xos since September 2016. Prior to Xos, Mr. Sordoni served as Co-Founder at Calibur Inc., a startup consulting business, advising early-stage businesses, from August 2015 to August 2016. Mr. Sordoni was Director of Marketing at Malibu Family Wines, a wine production company, from July 2014 to June 2016. Mr. Sordoni holds a B.A. in International Business and Marketing from George Washington University.

Mr. Sordoni serves on the Xos Board due to his experience serving as Xos’ Co-Founder and Chief Operating Officer, as well as overseeing operations of multiple fleets ranging from Class 2 to Class 6 medium-duty shuttle and delivery vehicles

Executive Team

  • Dakota Semler

    Chief Executive Officer and Chairman

    Mr. Semler serves as Xos’ Chief Executive Officer and Chairman of the Xos Board. Mr. Semler is a Co-Founder of Xos and has served as Chief Executive Officer and a director of Xos since September 2016. Prior to Xos, Mr. Semler served as Chief Executive Officer of Malibu Management Services, a hospitality operator and Bucket List Experiences, a tour operator company from 2014 to 2016. Mr. Semler was also an independent contractor for TSG Group, a real estate holding company, from 2014 to 2016. Mr. Semler attended California State University Channel Islands and George Washington University.

  • Giordano Sordoni

    Chief Operating Officer and Director

    Mr. Sordoni serves as Xos’ Chief Operating Officer and a member of the Xos Board. Mr. Sordoni is a Co-Founder of Xos and has served as Chief Operating Officer and a director of Xos since September 2016. Prior to Xos, Mr. Sordoni served as Co-Founder at Calibur Inc., a startup consulting business, advising early-stage businesses, from August 2015 to August 2016. Mr. Sordoni was Director of Marketing at Malibu Family Wines, a wine production company, from July 2014 to June 2016. Mr. Sordoni holds a B.A. in International Business and Marketing from George Washington University.

  • Liana Pogosyan

    Acting Chief Financial Officer

    Liana is Acting Chief Financial Officer and Vice President of Finance at Xos, where she leads Xos’s critical financial functions, including accounting, SEC reporting, tax, financial controls, financial planning and analysis, and treasury. Prior to joining Xos, Liana held various leadership roles in finance and accounting functions for national and global organizations such as Marcus & Millichap, Inc. and Ixia, a global test and networking company. Liana started her career as an Audit Manager at KPMG. Liana holds a Master’s degree in Business Administration from the University of California at Los Angeles, a Bachelor’s degree in Accounting from the University of Southern California, and is a Certified Public Accountant.