DEF 14A of Xerox Holdings Corp, Apr 11, 2024

DEF 14A of Xerox Holdings Corp

Filed Apr 11, 2024 · FY20230001770450-24-000022

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the ten persons whose biographies appear below have been nominated by the Board to serve as directors. Three of the director nominees currently serve on the Board. There are seven new director nominees. Confident in the direction and future of Xerox, directors Margarita Paláu-Hernández and Philip Giordano, who have served on the Board since 2021 and 2022, respectively, have decided not to stand for reelection. We thank them for their many significant contributions in helping to guide the transformation of our Company. Pursuant to our By-Laws, the Board increased the size of the Board from five to ten effective at the Annual Meeting. Mr. Scott Letier is being nominated by the Board pursuant to the Nomination and Standstill Agreement, dated January 26, 2021, between the Company and Darwin Deason. See 2021 Nomination and Standstill Agreements for further information. Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes, and skills led our Board to the conclusion that he or she should serve as a director. We believe that each of the nominees has demonstrated business acumen, an ability to exercise independent and sound judgment, an understanding of the Company’s business environment, and a commitment to serve the Company and our Board. We also value their significant experience on other public company boards of directors and board committees. The Board has determined that each of the nominees (other than Steven J. Bandrowczak, Chief Executive Officer of the Company, and John Bruno, President and Chief Operating Officer of the Company) are independent under The Nasdaq Stock Market LLC (Nasdaq) corporate governance rules and the Company’s independence standards. It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. Although not anticipated, if for any reason a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

  2. Diversity and Tenure

    Diversity and Tenure The Board is continuously seeking highly qualified, diverse candidates to add to the range of skills and experiences represented on our Board. The ten individuals nominated for election at our 2024 Annual Meeting bring valuable diversity to the Board. Four of the ten director nominees are women. One of our nominees is African American and one of our nominees is Asian. In addition, each director nominee contributes to the Board’s overall diversity by providing a variety of perspectives, personal and professional experiences, and backgrounds. The tenure of the current directors who are standing for election at this Annual Meeting averages approximately 3.5 years.

  3. Board Skills and Diversity Matrix

    Board Skills and Diversity Matrix As a Nasdaq-listed company, the Company is required to disclose Board level diversity statistics using a Nasdaq-mandated form of matrix. The information provided in the matrix below includes the key qualifications, skills, and attributes that each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill, or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relied most heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail.

  4. Board Skills and Diversity Matrix

    Board Skills and Diversity Matrix

  5. (As of April 11, 2024)

    (As of April 11, 2024)

  6. (As of April 11, 2024)

    | | Bandrowczak | Bruno | Erwin | Hung | Letier | Maynard-Elliott | McLaughlin | Roese | Schwetz | Wilson | | Skills & Experience | | | | | | | | | | | | Technology | P | P | P | P | P | P | P | P | P | P | | Leadership | P | P | P | P | P | P | P | P | P | P | | Global Business | P | P | P | P | P | P | P | P | P | | | Financial | P | P | P | P | P | P | P | P | P | P | | Business Operations | P | P | P | P | P | P | P | P | P | P | | Public/Private Company Boards & Governance | P | P | P | P | P | P | P | P | P | P | | Tenure & Independence | | | | | | | | | | | | Tenure (years) | 2 | | | | 6 | 3 | | | | | | Independence | | | P | P | P | P | P | P | P | P | | Demographics | | | | | | | | | | | | Age | 63 | 59 | 59 | 57 | 63 | 55 | 58 | 53 | 50 | 58 | | Gender | M | M | F | F | M | F | M | M | F | M | | Self-Identified Diversity Categories | | | | | | | | | | | | African American or Black | | | | | | P | | | | | | Asian | | | | P | | | | | | | | White | P | P | P | | P | | P | P | P | P |

  7. (As of April 11, 2024)

    In addition to the qualifications, skills, and attributes referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes, or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company. Each director nominee has consented to being named in this Proxy Statement, and has agreed to serve if elected. Certain terms used in the biographies may be unfamiliar to you, so we are defining them here. Immediate family means the spouse, the minor children and any relatives sharing the same home as the nominee.

  8. (As of April 11, 2024)

    | | Steven J. Bandrowczak Age: 63 Director since: 2022 Occupation: Chief Executive Officer of Xerox Education: B.S. in Computer Science, Long Island University; M.S. in Technology Management, Columbia University Board Committees: Finance |

  9. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): None. Other Background: Mr. Bandrowczak was named Chief Executive Officer of Xerox Holdings Corporation effective August 2022. He joined Xerox in 2018, as President and Chief Operations Officer. Prior to joining Xerox, Mr. Bandrowczak served as Chief Operating Officer and Chief Information Officer at Alight Solutions, where he was responsible for the application portfolio and technical infrastructure of the organization. Throughout his career, Mr. Bandrowczak also held senior leadership positions at various multi-billion-dollar global companies, including Avaya, Nortel, Lenovo, DHL and Avnet. Mr. Bandrowczak was a director of Fuji Xerox in 2019. He teaches “Leading Disruptive Change in Digital Economy” at Columbia University for the Master of Science program and is a mentor at Columbia University’s Center for Technology Management.

  10. (As of April 11, 2024)

    | | John G. Bruno Age: 59 Occupation: President and Chief Operating Officer of Xerox Education: B.A., Business Management and Marketing, Saint Peter's University |

  11. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Global Payments (NYSE: GPN). Other Background: Mr. Bruno joined Xerox in 2022 as President and Chief Operating Officer, where he is responsible for the Print, Digital Services, and IT Services business units. Prior to joining Xerox, Mr. Bruno was CEO of Storm Ventures LLC. Mr. Bruno served as Chief Operating Officer of Aon, a global professional services firm, and Chief Executive Officer of Data & Analytics Services. Prior to AON, Mr. Bruno was President, Industry & Field Operations and Executive Vice President of Corporate Development for NCR Corporation from 2014 to 2021. He has also held senior leadership positions with Goldman Sachs, Merrill Lynch, Cisco Systems, and United Parcel Services.

  12. (As of April 11, 2024)

    | | Tami A. Erwin Age: 59 Occupation: Former EVP and CEO of Verizon Business Group Education: Business Administration, Pacific Union College, Executive Program at the Stanford University Graduate School of Business |

  13. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): John Deere (NYSE: DE), and F5 (NASDAQ: FFIV). Other Background: Ms. Erwin is a veteran CEO, Fortune 500 director, and expert on digital transformation and growth. She served as EVP and CEO of Verizon Business Group from 2019 to 2022. Prior to becoming EVP and CEO, she served as EVP of Operations at Verizon from 2016 to 2019. Prior roles include: SVP of wireline ops, Chief Marketing Officer and numerous field roles. As EVP and CEO of Verizon Business, Ms. Erwin led more than 26,000 employees in 60 countries. Over three and a half years, she scaled an organization that delivered significant gains in profitability and revenue ($31+ billion in 2022), and advanced Verizon’s leadership in 5G technology. Ms. Erwin built a culture known for high performance, inclusivity, and belonging. Erwin is on the boards of John Deere, F5, York Space Systems and Skylo. She is a member of the advisory council of Dublin-based Aptiv, an Operating Partner with UK based infrastructure investment group Digital Gravity, an Advisor to the CEO at Cohesity, a Senior Fellow of Mission Possible Partnership, and a Champion in JOURNEY, a nonprofit that works to advance diversity at the top of the private sector.

  14. (As of April 11, 2024)

    | | Priscilla Hung Age: 57 Occupation: Senior Advisor, Former President & Chief Operating Officer, Guidewire Software Education: B.A., Computer Science, Mills College; MEng, Operation Research & Industrial Engineering, Cornell University |

  15. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Veeva Systems (NYSE: VEEV), Vonage Holdings Other Background: Ms. Hung became Senior Advisor to Guidewire Software, a provider of cloud-based software for the insurance industry in 2024 after serving in various management roles since 2005, most recently as President and Chief Operating Officer from 2020 to 2023. Prior to that, Ms. Hung held senior roles at various companies including Ariba Technologies and Sun Microsystems. She is currently a member of the board of directors of Veeva Systems, where she is also a member of the audit committee. She also serves as a member of the board of directors of Ethos Life, a privately held insurance company, and Waystar, a company that offers a technology platform for healthcare revenue cycle management solutions. Ms. Hung was also a director of Vonage Holdings from 2019 until its acquisition in 2022.

  16. (As of April 11, 2024)

    | | Scott Letier Age: 63 Director since: 2018 Occupation: Managing Director of Deason Capital Services, LLC Education: B.B.A. with a concentration in accounting, Southern Methodist University — Cox School of Business Board Committees: Audit (Chair), Compensation, Corporate Governance |

  17. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Conduent Incorporated (NASDAQ: CNDT). Other Background: Mr. Letier has been Chief Investment Officer and Managing Director of Deason Capital Services, LLC (“DCS”) since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 20 years of prior leadership roles serving as a private equity investment professional and chief financial officer, and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves as Chairman of the Board of Directors of Conduent Incorporated, a provider of business process outsourcing services, and on the boards of several private companies, including Colvin Resources Group, a Dallas based search and staffing firm, File & ServeXpress, LLC, an electronic filing, process service, and secure document exchange platform serving the legal system, Gardenuity, Inc., a tech enabled wellness and e-commerce company, and he serves on the fund advisory board of Anchor Capital GP, a private equity firm, and Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier is a Certified Public Accountant.

  18. (As of April 11, 2024)

    | | Nichelle Maynard-Elliott Age: 55 Director since: 2021 Occupation: Former Executive Director, Mergers & Acquisitions, for Praxair, Inc. (a wholly-owned subsidiary of Linde plc) Education: B.A. in Economics, Brown University; J.D., Columbia University School of Law Board Committees: Audit, Compensation (Chair), Corporate Governance |

  19. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Element Solutions Inc. (NYSE: ESI); Lucid Group, Inc. (NASDAQ: LCID). Other Background: Ms. Maynard-Elliott was Executive Director, Mergers & Acquisitions, for Praxair, Inc., a worldwide industrial gases company, from July 2011 to May 2019, where among other things, she advised Praxair on its $90 billion merger in 2018 with the Linde Group. She was responsible for evaluating and negotiating global acquisitions, divestitures, joint ventures, and other business combinations. Ms. Maynard- Elliott joined Praxair in 2003. Prior to Praxair, Ms. Maynard-Elliott served as an associate at the law firms of Kelley Drye & Warren LLP, Pryor Cashman LLP, and Weil, Gotshal & Manges LLP. Ms. Maynard-Elliott has served as an independent director of Element Solutions Inc., a global specialty chemicals firm, since 2018 and currently serves as Chair of its Audit Committee. Ms. Maynard-Elliott has served as an independent director of Lucid Group, Inc., a manufacturer of electric vehicles, since 2021, and currently serves as a member of its Nomination and Governance Committee, and Compensation and Human Capital Committee. She also serves as a trustee of The Advisor’s Inner Circle Fund III (and Affiliated Trusts), and Chair of its Governance Committee, and as a director of Chiron Capital Allocation Fund Ltd. and Chair of its Governance Committee. In addition, over the course of her executive and legal careers, Ms. Maynard-Elliott has been actively involved in seeking to influence and develop diverse and inclusive cultures in traditionally white male-dominated environments.

  20. (As of April 11, 2024)

    | | Edward G. McLaughlin Age: 58 Occupation: President and Chief Technology Officer of Mastercard Education: B.A., University of Pennsylvania, Wharton School of Business |

  21. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): None. Other Background: Mr. McLaughlin is the President and Chief Technology officer of Mastercard and a member of the company’s executive committee since 2017. He oversees the company’s technology functions, including the global payments network, enterprise platforms, technology infrastructure and operations, information security, and global technology hubs. Prior to this role, he served as chief information officer, directing the development of Mastercard products and services. Prior to joining Mastercard in 2005, Mr. McLaughlin was group vice president, products and strategy at Metavante (now FIS) which he joined in 2002 through acquisition of Paytrust, an online payments company of which he was co-founder and CEO. Prior to co-founding Paytrust, Mr. McLaughlin was the executive vice president of product and marketing at LogicWorks, Inc., a data modeling software company. He is a graduate of the University of Pennsylvania, Wharton School of Business and a founding member of the Harvard Kennedy School’s Council on the Responsible Use of Artificial Intelligence. Mr. McLaughlin was awarded the Forbes CIO Innovation Award for 2019, and named to the CIO Magazine Hall of Fame in 2024.

  22. (As of April 11, 2024)

    | | John J. Roese Age: 53 Occupation: Chief Technology Officer at Dell Technologies Education: B.S., University of New Hampshire |

  23. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): None Other Background: Mr. Roese has served as Global Chief Technology Officer at Dell Technologies since 2019. In this role, Mr. Roese is responsible for establishing the company’s future-looking technology strategy and fostering a culture of innovation to make sure Dell Technologies is at the forefront of the industry and anticipating customers’ technology needs, even before they arise. Mr. Roese was Chief Technology Officer at Dell Technologies and EMC Corporation from 2012 to 2019. Prior to joining Dell EMC in 2012, Mr. Roese was the CTO, GM, and leader of several technology companies including EMC, Nortel, Broadcom, Futurewei, Enterasys, and Cabletron systems. Mr. Roese is an established conference speaker, published author, and holds more than 20 pending and granted patents in areas such as policy-based networking, location-based services, and security. Mr. Roese has been active in numerous boards, including ATIS, OLPC, Blade Networks, Pingtel, Nexoya, Bering Media, Cloud Foundry Foundation, NYU Wireless Industry Advisory Board, and the Federal Communications Commission (FCC) Communications Security, Reliability, and Interoperability Council. He currently serves on the Open Secure Software Foundation board of directors, and the Purdue Research Foundation / Purdue University Lab to Life Technology Leaders Advisory Board.

  24. (As of April 11, 2024)

    | | Amy Schwetz Age: 50 Occupation: SVP & Chief Financial Officer of Flowserve Education: B.S., Accounting, Indiana University |

  25. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Dril-Quip (NYSE: DRQ). Other Background: Ms. Schwetz has served as SVP & Chief Financial Officer of Flowserve, a manufacturer of industrial equipment and aftermarket service provider, since 2020. From 2005-2020, Ms. Schwetz held various management roles at Peabody Energy, where she most recently served as EVP & Chief Financial Officer. Ms. Schwetz began her career at Ernst & Young, where she was an audit manager. She is currently a member of the board of directors of Dril-Quip, where she serves as chair of the audit committee and also serves on the compensation, governance, and nomination committees.

  26. (As of April 11, 2024)

    | | Kenneth S. Wilson Age: 58 Occupation: Chief Executive Officer of Jabil Education: B.A., The Open University; MBA, Edinburgh Business School |

  27. (As of April 11, 2024)

    Other Public Company Directorships (past 5 years): Jabil (NYSE: JBL). Other Background: Mr. Wilson is the current CEO and director of Jabil since May 2023. He previously served as executive vice president and CEO of Jabil’s Green Point division, where he also assumed responsibility for Consumer Packaging and Corporate Procurement. Prior to Jabil, he spent eight years at Motorola where he served as operations manager in their Handset Division.

  28. 2023 Compensation of Directors

    2023 Compensation of Directors Compensation for our directors is determined by the Corporate Governance Committee and approved by the full Board. Directors who are our employees receive no additional compensation for serving as a director. Accordingly, Mr. Bandrowczak did not receive any additional compensation for his service on the Board during 2023. During 2023, the annual cash retainer for directors was $85,000 (for the period from the 2023 Annual Meeting to the 2024 Annual Meeting); the value of the annual equity retainer for directors was $200,000 (for the period from one annual meeting to the next annual meeting); the chair of the Audit Committee received an additional $30,000; Audit Committee members each received an additional $15,000; the chair of the Compensation Committee received an additional $25,000; Compensation Committee members each received an additional $12,500; the chair of the Corporate Governance Committee received an additional $20,000; the chairs of the Finance Committee, and Technology Committee received an additional $15,000; and the Corporate Governance Committee, Finance Committee and Technology Committee members each received an additional $10,000. The additional fee for the independent (non-executive) Chairman of the Board was $100,000 per year. In addition, there is an annual total compensation cap of $750,000 for each non-employee director. Because we have an independent Chairman of the Board, we do not have a Lead Independent Director. Directors currently receive their annual equity retainer in the form of RSUs, unless they elect to receive DSUs (new DSUs) (described below) instead of RSUs, with such election to be made prior to the year in which the new DSUs are earned. RSUs generally vest one year following the date of grant and are paid out in shares of Common Stock within 30 days of the vesting date. New DSUs generally vest one year following the date of grant but are not paid out until 30 days following a director’s termination of Board service. As of May 20, 2021, the annual cash fee of $85,000, the cash fee for serving as independent (non-executive) Chairman of the Board and the various committee cash fees are paid in the form of additional RSUs or additional new DSUs, as elected by the individual directors, and are paid for service from annual meeting to annual meeting. Directors receive cash reimbursement for out-of-pocket expenses incurred in connection with their service on the Board. This change in the program was adopted by the Board beginning in May 2021, and will remain in effect until the 2024 annual meeting. In February 2024, the Board approved a new director compensation program. Under the new compensation program, Directors will receive their cash retainer and all committee fees in the form of cash paid on a quarterly basis in arrears. Each Director also will receive an annual equity retainer in the form of RSUs, unless they elect to receive new DSUs. Beginning with the 2025-2026 Board service year, directors will have the option to elect to receive up to 100% of their cash compensation in the form of additional RSUs or DSUs, as applicable. The new director compensation program will become effective on May 22, 2024 for the 2024-2025 Board service year. All non-employee directors are expected to establish a meaningful equity ownership interest in the Company, which is currently equal in value to five times the annual Board cash retainer. This requirement shall be achieved within five years of the initial date of election as director and may be achieved by a director holding RSUs, DSUs (including old DSUs as described below) or a combination of both. Prior to 2019, the director’s annual equity retainer was paid by Xerox Corporation in DSUs (old DSUs). By serving on the Board for a period of approximately one and a half years, a director would hold old DSUs equivalent in value (as of date of grant) to at least three times a director’s current annual cash retainer. The longer a director served on the Board and was paid an equity retainer in the form of old DSUs, the larger his or her equity ownership interest in the Company would become because, by their terms, all old DSUs are required to be held by directors until the earlier of one year after the termination date of Board service or the date of death. If there is a change in control of the Company, the terms of the 2004 Directors Plan provide that DSUs (old and new) be paid out in cash as soon as practicable. Each director is prohibited from engaging in short-swing trading and trading in puts and calls with respect to Xerox stock and is prohibited from using any strategies or products to hedge against potential changes in the value of Xerox stock (collectively, hedging). “Short sales” are also prohibited. Under the Company’s insider trading policy, directors are permitted to buy or sell Xerox securities only if they have entered into trading plans pursuant to SEC Rule 10b5-1. In addition, under the Company’s insider trading policy, directors are prohibited from pledging Xerox stock, including depositing Xerox securities in margin accounts at brokerage firms, or using Xerox stock as collateral. DSUs are a bookkeeping entry that represent the right to receive one share of Common Stock at a future date. Vested DSUs include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of Common Stock would be entitled to receive in dividends. Vested RSUs (which are issued in the form of Common Stock following vesting) receive regular cash dividends at the same time and in the same amount as other shareholders. Dividend equivalents are not credited with respect to DSUs or RSUs that have not vested; however, when DSUs or RSUs initially vest, they are credited with dividend equivalents equal to the dividends that would have been paid during the vesting period. DSU dividend equivalents are paid in the form of additional DSUs, and RSU dividend equivalents are paid in the form of cash. The DSUs and RSUs are issued under the 2004 Directors Plan, which was approved by Xerox Corporation shareholders at the 2004 Annual Meeting of Shareholders, adopted in 2019 by Xerox Holdings Corporation upon consummation of the merger of Xerox Corporation into a subsidiary of Xerox (Reorganization) and amended and restated, with shareholder approval, in 2021. Awards that were outstanding prior to the Reorganization are to be paid in shares of Xerox stock. Individually, the compensation for each non-employee director for the year 2023, which under our director compensation program covers the period May 2023 to May 2024, was as follows:

  29. 2023 Compensation of Directors

    | Name of Director | Fees Earned or Paid in Cash $(1)(2) | Stock Awards $(2) | Option Awards $ | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Non-Qualified Deferred $ | All Other Compensation $(3) | Total $ | | Philip Giordano | 105,000 | 200,000 | | | | | 305,000 | | Scott Letier | 140,000 | 200,000 | — | — | — | — | 340,000 | | Jesse A. Lynn (4) | 107,500 | 200,000 | — | — | — | — | 307,500 | | Nichelle Maynard-Elliott | 125,000 | 200,000 | — | — | — | — | 325,000 | | Steven D. Miller (4) | 110,000 | 200,000 | — | — | — | — | 310,000 | | James L. Nelson (4) | 220,000 | 200,000 | — | — | — | — | 420,000 | | Margarita Paláu-Hernández | 117,500 | 200,000 | — | — | — | — | 317,500 |

  30. 2023 Compensation of Directors

    ________ (1)Although the amount of cash fees is shown in this column, all cash fees will be paid in the form of RSUs or DSUs as elected by the individual directors. This column reflects the value of the RSUs or DSUs, as the case may be, that were awarded in payment of the cash fees. (2)The value of compensation awarded in the form of DSUs or RSUs is reflected in this column. The amount presented in this column reflects the aggregate grant date fair value of the DSUs and RSUs awarded during 2023, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, and excludes dividend equivalents accrued during the period. A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 23 (Stock-Based Compensation) to our 2023, audited financial statements of our Annual Report on Form 10-K filed with the SEC on February 23, 2023. Effective January 1, 2019, we changed from awarding DSUs quarterly in advance to awarding DSUs and/or RSUs annually on the date of the annual meeting of shareholders. The DSUs and/or RSUs awarded annually are for the period from annual meeting to annual meeting, rather than the fiscal year in which they were awarded, and fully vest when the director completes the year of service from one annual meeting to the next annual meeting. For 2023, all but two Directors elected to receive DSUs instead of RSUs for the equity portion of their compensation. The total number of DSUs (vested and unvested and including DSU dividend equivalent units) held by each director as of December 31, 2023 is as follows: Mr. Giordano, 39,458; Mr. Letier, 96,319; Ms. Maynard-Elliott, 59,584; and Ms. Paláu-Hernández, 35,167. The total number of RSUs held by Ms. Paláu-Hernández as of December 31, 2023 is 23,107. (3)In accordance with applicable SEC rules, dividend equivalents accrued in 2023, on DSUs and RSUs are not included in “All Other Compensation” because those amounts were factored into the grant date fair values of the DSUs and RSUs. (4)Includes compensation paid in connection with his resignation from the Board in connection with the repurchase of shares of common stock held by affiliates of Carl Icahn. For information on compensation for Mr. Bandrowczak, a director and the CEO of Xerox, and Mr. Bruno, President and Chief Operating Officer of Xerox, see the Summary Compensation Table.

  31. LETTER FROM THE COMMITTEE CHAIR

    LETTER FROM THE COMMITTEE CHAIR Dear Fellow Shareholders, 2023 was an eventful year at Xerox. Our industry has experienced a seismic shift, driven by continued digitalization, along with increased acceptance of a remote workforce. Recognizing the implications of these trends, in 2022 we began a comprehensive global review, meticulously examining every facet of our business. That review yielded a clear roadmap for a successful transformation of Xerox to ensure future growth, called “Reinvention.” At its core, Reinvention is an operational transformation of our Company to optimize Xerox for the markets in which it competes today, while simultaneously positioning us for future growth. 2023 was the first year of our multi-year Reinvention, marking a significant milestone in our journey. We successfully implemented structural changes to our core business that will simplify our operations and position us to continue executing on our strategy. We streamlined our business model, divested non-core assets, achieved our shareholder return goals, and reduced total debt by approximately $450 million, strengthening the long-term resilience of our balance sheet. While we are excited by the progress achieved, along with the prospects for continued strategic shifts through Reinvention, we are also cognizant of the risks posed by such an undertaking. Transformation is never easy, and we need to align our compensation structure to reflect changes in our strategy and competitive environment. Over the past few months, as part of our annual shareholder engagement program, I had the opportunity to speak with many of our shareholders about the challenges we confronted as a committee during this period of unprecedented change at Xerox. Among those challenges was the need to retain continuity of key leadership given the historical headwinds faced by our business, the appointment of a new chief executive officer in 2022, increased competition in the labor pool, and a new strategic direction for our Company. To address these concerns, the Compensation Committee, in concert with the full Board, took action to incentivize and retain key employees during this critical period by awarding a targeted RSU grant. The RSUs will vest over two years to ensure that we retain the valuable skills and experience needed to achieve our strategic goals. In addition to Reinvention and our efforts to see its successful implementation, the Board has undergone significant change. Last year we announced the repurchase of approximately 20% of our outstanding shares from Carl Icahn and certain of his affiliates. Based on that repurchase, three of the then eight directors serving on our Board stepped down. Since then, we have identified seven highly-qualified new directors we plan on welcoming to the Xerox Board after the annual shareholder meeting in May. We believe the knowledge and experience they bring will further move Xerox toward a successful Reinvention. As a committee, we focus on maintaining a compensation program that aligns with our shareholders’ interests. We continuously work to match our compensation programs with drivers of profitability, sustainable growth, and value creation for our shareholders. We believe that the actions we took in 2023 will promote consistently strong leadership, sound decision-making, and results that are aligned with shareholders’ interests. Our “say-on-pay” proposal can be found on page 84 of this Proxy Statement. The Board recommends that you vote “FOR” this proposal in support of Reinvention. We also invite you to consider additional information about our compensation philosophy and decisions in the Compensation Discussion and Analysis on the following pages. I am confident that our executive compensation program supports our strategy, secures our talent, and drives long-term shareholder value creation. We value the opinions of our shareholders. When the Compensation Committee approaches future compensation decisions in 2024, it will reflect on the outcome of the vote on the “say-on-pay” proposal at this year’s Annual Meeting of Shareholders. Sincerely, Nichelle Maynard-Elliott Chair, Compensation Committee

  32. Executive Compensation Best Practices

    | What We Do | What We Don’t Do | | ✓ Emphasize pay for performance to align executive compensation with our business strategy and promote creation of long-term shareholder value. ✓ Use multiple sources of data including peer group and survey information as reference points to assess total target compensation. ✓ Require double-trigger vesting of equity awards upon a change in control. ✓ Recover from executive officers the amount of any erroneously awarded incentive-based compensation in the event of an accounting Restatement. ✓ Impose clawback provisions enabling recovery of compensation, in the event of detrimental activity. ✓ Maintain stock ownership holding requirements for executive officers. ✓ Require non-compete and non-solicitation agreements during employment and post-employment, as permissible under local law. ✓ Provide minimal executive perquisites. ✓ Design compensation programs with controls to mitigate risk. ✓ Engage an independent compensation consultant that advises the Compensation Committee on executive compensation and non-employee director compensation matters. ✓ Conduct continuous shareholder outreach to discuss matters related to executive compensation and corporate governance. | ✗ NO payment of dividends or dividend equivalents before RSUs are vested or PSUs are earned. ✗ NO accrual of additional benefits under our non-qualified pension plans, which were frozen in 2012, and no Company contributions under our non-qualified deferred compensation plan, which was closed to new contributions after 2018. ✗ NO payment of tax gross-ups on perquisites other than in connection with relocation and tax equalization for international assignment allowances. ✗ NO excise tax gross-ups in change-in-control arrangements. ✗ NO hedging or pledging of Xerox stock by executive officers. ✗ NO employment agreements (unless customary under applicable law or in connection with new hire arrangements). |

  33. Compensation Structure

    | Type of Pay | Purpose | Key Characteristics | | Base Salary | | | | Fixed | • Fixed cash compensation based on the individual’s experience, skills, and competencies, relative to competitive market value of the role. | • Reflects competitive market conditions and individual performance. • Commensurate with scope of responsibility, internal value of the position, and impact to the Company, reflecting internal pay equity. | | Annual Cash Incentive (MIP) | | | | Performance-Based | • Variable cash compensation motivates achievement of annual strategic goals, as measured by objective, pre-established financial and strategic metrics. | • Target opportunities are based on market data and reflect impact to the Company. • Metrics are intended to drive consistent growth by measuring successful execution of our current strategy. • Continued inclusion of ESG metric underscores the importance of our environment, safety, and people in a measurable and objective way. • Actual awards are based on achievement of measurable performance targets. | | Long-Term Incentives (LTIP) | | | | Restricted Stock Units (RSUs) (1) | • Aligns with market practice. • Promotes retention in a highly competitive marketplace. | • Comprises 40% of LTI grant. • Graded service-based vesting schedule (33%, 33% and 34%, on the first, second, and third anniversaries of the grant date). | | Performance-Based Share Units (PSUs) | • Aligns compensation with key indicators of success of our strategy. • Encourages focus on long-term shareholder value creation through profitable growth and increase in stock price over time. • Promotes retention through long-term performance achievement and vesting requirements. | • Comprises 60% of LTI grant. • Cliff vesting three-years from grant date. • Payouts based on achieving performance metrics reflecting creation of shareholder value. |

  34. Competitive Market Information

    Competitive Market Information Each year, the Compensation Committee receives and reviews a report comparing all elements of our compensation of our NEOs with the compensation of the NEOs of the companies in our peer group. The Compensation Committee reviews the peer group total target compensation for each NEO. The competitive peer group market data is prepared, analyzed, and presented to the Compensation Committee by Frederic W. Cook & Co. (FW Cook), the Committee’s independent compensation consultant. FW Cook also provides a broader set of survey data that is size-adjusted to reflect companies of similar revenue scope. When setting compensation, the Compensation Committee also reviews the Company’s performance in relation to the peer group as well as individual performance and contributions by each NEO.

  35. 2023 Peer Group

    2023 Peer Group The Compensation Committee regularly reviews the composition of the compensation peer group and makes modifications as appropriate. The 2023 peer group was approved without change by the Compensation Committee following an assessment and guidance from FW Cook. It was anticipated that the peer group would be redesigned later in 2023 once the impact of the business Reinvention and transformation were known. The Compensation Committee relied on the following factors when evaluating the appropriateness of the peer group: •Comparable in size (considering revenue, market capitalization, enterprise value, and other size metrics); •Comparable in terms of business complexity and industry focus; •Companies with which Xerox is likely to compete for executive talent; and/or •Companies that share a similar business model and/or similar business content in one or more areas to our traditional business.

  36. 2023 Peer Group

    | 2023 Peer Group | | | | Applied Materials, Inc. | Juniper Networks, Inc. | Western Digital Corporation | | CGI Group Inc. | Keysight Technologies | Zebra Technologies | | DXC Technology Company | Motorola Solutions, Inc. | | | Flex Ltd. | NCR Corporation (1) | | | Hewlett Packard Enterprise Company | NetApp, Inc. | | | HP, Inc. | Seagate Technology plc | | | Jabil Inc. | TE Connectivity Ltd. | |

  37. 2023 Peer Group

    (1) NCR Corporation is now NCR Voyix Corporation and NCR Atleos Corporation. In October 2023, Xerox made significant changes to the peer group to better align with our Reinvention and future initiatives. The following peer group was approved by the Committee and was used in determining 2024 pay decisions.

  38. 2023 Peer Group

    | 2024 Peer Group | | | | CDW Corporation | Motorola Solutions, Inc. | Trimble Inc. | | CGI Inc. | NCR Corporation (1) | Western Digital Corporation | | Ciena Corporation | NetApp, Inc. | Zebra Technologies Corporation | | CommScope Holding Company, Inc. | OpenText Corporation | | | DXC Technology Company | Sanmina Corporation | | | Juniper Networks, Inc. | Seagate Technology Holdings plc | | | Keysight Technologies, Inc. | Teledyne Technologies Incorporated | |

  39. 2023 Peer Group

    ________ (1) NCR Corporation is now NCR Voyix Corporation and NCR Atleos Corporation.

  40. Total Target Compensation

    | | Annual Base Salary ($)(1) | Target MIP (% of Salary)(1) | Target MIP ($)(1) | E-LTIP (RSUs and Target PSUs) ($) | Total Target Compensation (Base + Target MIP + E-LTIP) ($) | | Steven J. Bandrowczak | 1,000,000 | 150% | 1,500,000 | 7,500,000 | 10,000,000 | | John Bruno | 750,000 | 125% | 937,500 | 4,500,000 | 6,187,500 | | Xavier Heiss(2) | 591,026 | 100% | 591,026 | 2,600,000 | 3,782,052 | | Joanne Collins Smee | 575,000 | 100% | 575,000 | 1,750,000 | 2,900,000 | | Suzan Morno-Wade | 550,000 | 100% | 550,000 | 1,400,000 | 2,500,000 | | Louis J. Pastor | 600,000 | 100% | 600,000 | 2,100,000 | 3,300,000 |

  41. Target Pay Mix

    Target Pay Mix The charts below show the 2023 pay mix for our NEOs and the portion of their total compensation that is at risk. The target pay in the charts represents base salary, target MIP incentive awards, and grants of E-LTIP incentive awards at target (which include a PSU and RSU component). The charts below do not include the one-time compensation awarded in connection with the 2023 Special Retention Awards described above. •90% of pay for our CEO is at risk and creates alignment with shareholders •84% of pay for our other NEOs is at risk and creates alignment with shareholders

  42. Setting MIP Targets and Determining Payout

    Setting MIP Targets and Determining Payout The following chart shows our annual process for setting MIP targets and determining payout of the prior year’s awards. This process typically takes place in the first quarter of each year.

  43. Setting MIP Targets and Determining Payout

    | Role | Responsibility | | Board of Directors | • Reviews Company results for prior year • Considers annual operating plan for the current year | | CEO | • With the Chief Financial Officer (CFO), assesses prior year performance • Recommends actions related to payment of awards based on prior year performance • Recommends to the Compensation Committee performance measures for the current year • Recommends establishment of MIP incentive target awards for the current year for the other NEOs | | Compensation Committee | • With the input of the CEO and CFO, assesses prior year performance against goals •Prior to Compensation Committee approval, CFO certifies prior year performance results • With the input of the CEO, determines awards earned for the prior year • Sets performance measures and weightings for the current year, including the threshold, target and maximum goals for each measure, payout ranges, potential adjustment categories, and overall design |

  44. Setting E-LTIP Targets and Determining Grants

    Setting E-LTIP Targets and Determining Grants The following chart shows our annual process for setting E-LTIP targets and determining grants. This process typically takes place in the first quarter of each year.

  45. Setting E-LTIP Targets and Determining Grants

    | E-LTIP Planning Process | | | Actions the Compensation Committee takes annually with respect to E-LTIP awards | • For completed performance periods, determines the number of PSUs, if any, earned by each NEO based on the results for the performance period • For the new PSU cycle, establishes overall design, performance measures and weightings; threshold, target, and maximum achievement levels for each measure with associated payout ranges | | Specific actions taken for 2023 E-LTIP Grants | • Approved new E-LTIP grant values and grant dates for NEOs • Approved program design, performance measures and weightings; set threshold, target, and maximum achievement levels for each measure with associated payout ranges |

  46. Process for Determining MIP and E-LTIP Results and Payouts

    Process for Determining MIP and E-LTIP Results and Payouts After the completion of each fiscal year, the CFO certifies the financial results used by the Compensation Committee to make compensation decisions. The CFO attends Compensation Committee meetings to discuss financial targets and results for the annual MIP and the E-LTIP as described in the CD&A. Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief Human Resources Officer. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

  47. MIP

    MIP •Each performance measure is assessed and calculated independently. The weighted results of each measure, if achieved at least at the threshold level, are added together to determine the overall payout factor. •Subject to the Compensation Committee’s review and approval, any material unusual or infrequent charges or gains/(losses) may be excluded from the MIP calculations in order to obtain normalized operational results of the business. •Even if pre-established performance measures are achieved, the Compensation Committee retains the discretion to adjust the calculated incentive payout, as it deems appropriate, based on overall Xerox performance. The Compensation Committee may use its discretion to adjust a payout based on individual performance, provided that an individual executive’s award never exceeds the MIP cap of 2.5 times the executive’s target award opportunity.

  48. E-LTIP

    E-LTIP •Performance results for each PSU performance metric, subject to that metric’s weighting, are combined to determine the number of PSUs earned, as a percentage of the target number of PSUs awarded. •Payouts are made proportionately for achievement between threshold and target, and between target and maximum. No PSUs are earned if performance is below the threshold level for all of the performance metrics established by the Compensation Committee. Payout of PSUs is conditioned on actual achievement of the pre-established performance measures and satisfaction of all vesting requirements. •The target numbers of PSUs and RSUs granted to our NEOs were determined by dividing the approved E-LTIP grant-date values (dollar amount) by the fair value on the grant date (or last trading day prior to the grant date if the market was closed on the grant date). •For RSUs, fair value is the closing price of Xerox Common Stock on the date of grant. •For 2023, PSUs, fair value was determined based on a Monte Carlo valuation (for rTSR metrics). •Any earned PSUs are paid as shares, as soon as practicable following the later of such approval or the PSU vesting date.

  49. Performance Metrics, Results and Payout: 2023 MIP

    Performance Metrics, Results and Payout: 2023 MIP The 2023 MIP was re-designed to enhance alignment with our Reinvention strategy. A comparison between our 2023 and 2022 MIP metrics are as follows:

  50. Performance Metrics, Results and Payout: 2023 MIP

    | 2023 Metrics * | Weight | 2022 Metrics | Weight | | Adjusted(1) EBITDA | 60% | Free Cash Flow(1) | 40% | | ESG | 20% | Absolute Revenue(1) | 20% | | - Environmental: GHG Reduction | | Adjusted(1) Operating Margin | 20% | | - Safety: Workplace Safety | | ESG | 20% | | - Social: Improve Rep of women/diversity | | - Environmental: climate change awareness training | | | Business/Functional | 20% | - Safety: Improve days away from work | | | *CEO metrics: 80% Adjusted(1) EBITDA / 20% ESG | | - Social: increase representation of women/ diverse employees | |

  51. Performance Metrics, Results and Payout: 2023 MIP

    Adjusted(1) EBITDA was selected as a 2023 MIP metric to align with our 2023 strategic and financial plan. The incentive pool was accrued for and funded based on Adjusted(1) EBITDA financial performance. The pool was then allocated based on Adjusted(1) EBITDA, ESG performance, and business/functional goals which varied by NEO. Payouts are made proportionately for performance results at levels between threshold and target, and between target and maximum for the nearly 1,200 MIP eligible participants. For 2023, we achieved near maximum performance on Adjusted(1) EBITDA of 242%; which funded the overall MIP incentive pool. When weighted, Adjusted(1) EBITDA contributed 145.2% to the MIP payout factor. For ESG, performance was between target and maximum, which resulted in a payout factor of 124.9% of target (weighted payout of 24.98%). The Compensation Committee evaluated performance relative to the following objectives (weightings) for the 2023 ESG metric: Environmental (5%) - establish GHG inventory and data collections system; Safety (5%) - improve workplace safety, and Social (10%) - provide a balanced workforce by improving representation of women and diverse employees at professional levels. Refer to the Corporate Social Responsibility section above for additional information regarding ESG. Business/functional goals resulted in a payout range of 0% to 250% (weighted payout of 0% to 50%). The business/functional goals included successful advancement against Reinvention priorities and meeting financial objectives and was assessed by the Committee in approving the final MIP payout. (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure. Overall, for 2023, the MIP payout was between target and maximum levels with a total payout averaging 215% of target for NEO's. A summary of the 2023 MIP results are as follows:

  52. 2023 MIP Results (in millions, except % data)

    2023 MIP Results (in millions, except % data)

  53. 2023 MIP Results (in millions, except % data)

    | Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (250% payout) | Actual 2023 Performance Results | Payout Range (Payout Factor) | Weighted Payout Factor | | Non-CEO Payout: | | | | | | | | | Adjusted(1) EBITDA | 60% | $263 | $525 | $600 | $596 | Between Target & Max (242%) | 145.2% | | ESG | 20% | — | — | — | 124.9% | Between Target & Max (124.9%) | 25.0% | | Business/Functional(2) | 20% | — | — | — | 0% - 250% | Below Threshold to Max (0% - 250%) | 0% - 50% | | Total | 100% | | | | | | 170.2% - 220.2% | | CEO Payout: | | | | | | | | | Adjusted(1) EBITDA | 80% | $263 | $525 | $600 | $596 | Between Target & Max (242%) | 193.6% | | ESG | 20% | — | — | — | 124.9% | Between Target & Max (124.9%) | 25.0% | | Total | 100% | | | | | | 218.6% |

  54. 2023 MIP Results (in millions, except % data)

    ________ (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of this non-GAAP financial measure. (2) Business/Functional achievement varies by NEO. Total payout factor for the 2023 MIP performance measures (and weightings) for each NEO were as follows:

  55. 2023 MIP Results (in millions, except % data)

    | Executive | Adjusted(1) EBITDA (60%) | ESG (20%) | Business/Functional (20%) | Total Payout Factor | | Steven J. Bandrowczak (2) | 193.6% | 25.0% | NA | 218.6% | | John Bruno | 145.2% | 25.0% | 50.0% | 220.2% | | Xavier Heiss | 145.2% | 25.0% | 50.0% | 220.2% | | Joanne Collins Smee | 145.2% | 25.0% | 0.0% | 170.2% | | Suzan Morno-Wade | 145.2% | 25.0% | 50.0% | 220.2% | | Louis J. Pastor(3) | 242.0% | NA | NA | 242.0% |

  56. 2023 MIP Results (in millions, except % data)

    ________ (1) Refer to the “Non-GAAP Financial Measures” section for an explanation of this non-GAAP financial measure. (2) Metrics for Steven J. Bandrowczak, CEO, were weighted 80% for Adjusted(1) EBITDA and 20% for ESG. (3) Mr. Pastor's MIP payout is based on his separation consulting agreement which states that he shall receive a payout based solely on 100% of Adjusted(1) EBITDA funding results. Refer to 2023 MIP payout table below for additional information.

  57. 2023 MIP Payout

    2023 MIP Payout

  58. 2023 MIP Payout

    | Executive | Annual Base Salary ($) | Target MIP Incentive (% of Salary) | Target MIP Incentive ($) | Total Payout Factor | Actual 2023 MIP Payout ($) | | Steven J. Bandrowczak | 1,000,000 | 150% | 1,500,000 | 218.6% | 3,278,700 | | John Bruno | 750,000 | 125% | 937,500 | 220.2% | 2,064,188 | | Xavier Heiss(1) | 591,026 | 100% | 591,026 | 220.2% | 1,266,464 | | Joanne Collins Smee | 575,000 | 100% | 575,000 | 170.2% | 978,535 | | Suzan Morno-Wade | 550,000 | 100% | 550,000 | 220.2% | 1,210,990 | | Louis J. Pastor(2) | 600,000 | 100% | 600,000 | 242.0% | 1,452,000 |

  59. 2023 MIP Payout

    ________ (1) Mr. Heiss’ base salary is denominated and paid in EUR. The amount shown above in USD reflects the average exchange rate of 1.0903 USD per EUR, for December 31, 2023. Mr. Heiss' 2023 MIP is calculated using three months of his 2022 base salary and nine months of this 2023 base salary. (2) Mr. Pastor's MIP payout is based on his separation consulting agreement which states that he shall receive a payout based solely on 100% of Adjusted(3) EBITDA on actual results.

  60. Performance Metrics, Results and Payout: 2023 E-LTIP

    Performance Metrics, Results and Payout: 2023 E-LTIP Our E-LTIP awards are granted annually and were made under the Xerox Holdings Corporation Performance Incentive Plan. Our 2023 E-LTIP design includes awards granted in the form of performance share units (PSUs) (60%) and time-vesting restricted stock units (RSUs) (40%). The grant date for these awards was January 18, 2023, to closely align with the underlying performance period for the PSUs. Earned PSUs cliff-vest three years from the grant date, subject to the Compensation Committee’s certification of performance results. As referenced above for the 2023 MIP, based on our Reinvention for 2023, and in direct response to shareholder feedback, the Compensation Committee approved the PSU metric, Relative Total Shareholder Return (rTSR) to align with shareholders' interests. This metric will be measured over three equally weighted performance periods (2023, 2023-2024, and 2023–2025). rTSR will be determined by ranking Xerox and the companies within the following two indices, according to their respective TSR performance: S&P Technology Hardware Select Index (weighted 90%) and the S&P 400 Information Technology Sector Index (weighted 10%). Payout will be determined based on the weighted average of Xerox’s payout for each of the three performance periods. RSUs vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. Following the vesting of RSUs and the later of any earned and vested PSUs, dividend equivalents are paid in cash on vested shares in an amount equal to the dividends the executive would have received had the executive owned the same number of shares of Xerox Common Stock throughout the vesting period. (3) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure. The 2023 performance measures and weightings for our E-LTIP were:

  61. 2023 E-LTIP

    2023 E-LTIP

  62. 2023 E-LTIP

    | Vehicle | Mix | Performance Measure | Weighting | Performance Period | Vesting | Rationale | | Performance Share Units (PSUs) | 60% | rTSR S&P Technology Hardware Select Index | 90% | Three equally weighted performance periods (2023, 2023-2024, and 2023–2025) | Cliff vesting on the third anniversary of the grant date (subject to performance results) | Focuses on stock price appreciation and achieving goals to maximize shareholder returns (inclusive of accumulated dividends), which is appropriate during the organization’s transformational period | | | | rTSR S&P 400 Information Technology Sector Index | 10% | | | | | Restricted Stock Units (RSUs) | 40% | Service-based | NA | Three one-year vesting periods from date of grant | Vesting schedule of 33%, 33%, and 34%, on the first, second, and third anniversaries of the grant date, respectively | Aligns with market practice and promotes retention in a highly competitive marketplace |

  63. 2023 E-LTIP Target Values

    2023 E-LTIP Target Values

  64. 2023 E-LTIP Target Values

    | Executive | 2023 E-LTIP ($) | PSUs (60%) ($) | RSUs (40%) ($) | | Steven J. Bandrowczak | 7,500,000 | 4,500,000 | 3,000,000 | | John Bruno | 4,500,000 | 2,700,000 | 1,800,000 | | Xavier Heiss | 2,600,000 | 1,560,000 | 1,040,000 | | Joanne Collins Smee | 1,750,000 | 1,050,000 | 700,000 | | Suzan Morno-Wade | 1,400,000 | 840,000 | 560,000 | | Louis J. Pastor | 2,100,000 | 1,260,000 | 840,000 |

  65. 2023 Retention Off-Cycle E-LTIP Awards

    2023 Retention Off-Cycle E-LTIP Awards As previously disclosed, and after much deliberation with FW Cook, our independent compensation consultant, the Compensation Committee, in concert with the full Board of Directors, unanimously chose to issue retention grants to nearly 600 employees, including certain members of the executive team, in the form of time-vested restricted stock units. By doing so, the Company aimed to retain key employees and executives whose valuable skills, institutional knowledge, and experience were needed to achieve the Company's strategic goals during the crucial implementation phase of Reinvention. These grants were made on January 19, 2023 and vest 40% after the first anniversary of the grant date and 60% after the second anniversary of the grant date. The grants were one-time in nature and issued solely for the purpose of reducing execution risk of our Reinvention and are not representative of the company's annual executive compensation practices.

  66. 2023 Retention Off-Cycle E-LTIP Awards

    | Executive | 2023 Retention Award ($) | | Steven J. Bandrowczak | 1,056,253 | | John Bruno(1) | — | | Xavier Heiss | 578,769 | | Joanne Collins Smee | 347,264 | | Suzan Morno-Wade | 274,916 | | Louis J. Pastor | 448,548 |

  67. 2023 Retention Off-Cycle E-LTIP Awards

    (1)John Bruno did not receive a January 2023 retention award.

  68. Performance Results and Payout: 2021 E-LTIP

    Performance Results and Payout: 2021 E-LTIP The 2021 E-LTIP was based on three years of performance (2021 - 2023) with all financial measures based on total Company results. For additional information on the 2021 E-LTIP performance measures and definitions, refer to Exhibit 10(f)(15) of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021. Threshold performance levels were not met for any of the three financial metrics: Absolute Share Price(1), Absolute Revenue (unadjusted for currency)(1), and Free Cash Flow(1), resulting in no payout. The Compensation Committee did not modify or adjust any in-cycle performance awards to reflect the challenges to the business to ensure that executive pay remained aligned with the shareholder experience. A summary of results for the 2021 E-LTIP performance is as follows:

  69. 2021 PSU Results (in millions, except share price)

    2021 PSU Results (in millions, except share price)

  70. 2021 PSU Results (in millions, except share price)

    | Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual 2021 PSU Award Performance Results | Weighted Payout Factor | | Absolute Share Price(1) | 50% | $27.00 | $30.00 | $33.00 | $19.82 | 0% | | Absolute Revenue(1) | 25% | $22,450 | $22,800 | $23,200 | $21,262 | 0% | | Free Cash Flow(1) | 25% | $1,525 | $1,675 | $1,825 | $1,292 | 0% | | Actual 2021 E-LTIP PSU Award Performance Factor | | | | | | 0% |

  71. 2021 PSU Results (in millions, except share price)

    ________ (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure. Actual results for Absolute Revenue and Free Cash Flow reflect three-year cumulative results (2021 -2023) as reported in the Consolidated Statements of Income (Loss), in the Company's 2023 Annual Report on Form 10-K, adjusted annually for discrete items, as applicable.

  72. Looking Ahead to 2024

    Looking Ahead to 2024 As previously discussed, the Reinvention journey is underway and key components critical to the success of the plan include the MIP and E-LTIP. Consistent with shareholder feedback, the Compensation Committee has taken the following actions for 2024: 1.MIP Design: Leveraging the success of the MIP in 2023 in driving behaviors and aligning pay with performance, we are continuing with Adjusted(1) EBITDA as our sole financial metric weighted at 90%. We believe that Adjusted(1) EBITDA remains appropriate as it strongly correlates with TSR and incentivizes the Company's operational profitability. In 2024, ESG remains a metric in the MIP given its importance to Xerox's strategy and culture and is weighted at 10%. For 2024, the two ESG goals are: •Climate Change (5% weight): GHG reduction aligned to our 2030 and 2040 goal of becoming carbon neutral. This remains a fundamental and strategic commitment to our business strategy and an environmental top priority. •Employee Engagement (5% weight): a quantifiable goal to ensure our employees are linked to and have a strong understanding of our Reinvention strategy. We believe the continued inclusion of ESG in the MIP is critical to align with shareholder and stakeholder interests. 2.E-LTIP Design: The 2024 E-LTIP was redesigned to align long-term incentives with our initiative to increase adjusted(1) operating income by $300 million over the next three years. This three-year PSU metric represents 50% of the LTIP design while the other 50% of the E-LTIP is in the form of an RSU. Additionally, we are maintaining a relative TSR metric in our LTIP to align our executives with shareholders. However, instead of having a weighting attached to the metric, the rTSR metric is now a modifier in the plan which can affect the LTIP payout by +/- 25%, based on our performance versus the S&P 600 Info Tech Index. Similar to the 2023 E-LTIP awards, PSUs are subject to three-year cliff, performance-based vesting, and RSUs are subject to service-based vesting on a schedule of 33.33%, 33.33%, and 33.34%, on the first, second, and third anniversaries of the grant date, respectively. ________ (1) Refer to the “Non-GAAP Financial Measures” section for an explanation of this non-GAAP financial measure.

  73. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has retained the services of an independent compensation consulting firm, FW Cook, to assist with its responsibilities. The compensation consultant generally attends Compensation Committee meetings and provides advice to the Compensation Committee. The compensation consultant also meets regularly with Compensation Committee members without management being present. FW Cook reports only to the Compensation Committee and has not performed any other work for the Company since being retained as an independent consultant to the Compensation Committee or as directed by the Compensation Committee Chair. As provided in its charter, the Compensation Committee has the authority to determine the scope of FW Cook’s services, and may terminate the engagement at any time. The Compensation Committee reviewed FW Cook’s independence under SEC and Nasdaq rules, and determined there was no conflict of interest. During fiscal year 2023, FW Cook provided the following services: •Regularly updated the Compensation Committee on trends in executive compensation and proactively advised on emerging trends and best practices on performance and compensation design; •Reviewed officer compensation levels and the Company’s overall performance compared to a peer group made up of organizations with which the Company is likely to compete for executive expertise and/or which share with the Company a similar business model in one or more areas; •Reviewed incentive compensation designs for MIP and E-LTIP programs; •Advised the Compensation Committee on peer group companies for pay and performance comparisons; •Advised the Compensation Committee on the appropriate use of one-time Special Retention awards; •Reviewed the Compensation Discussion and Analysis and related compensation tables for this Proxy Statement; •Reviewed Compensation Committee meeting materials with management and the Committee Chair before distribution; •Attended Compensation Committee meetings and, as requested, meetings in executive session; •Offered independent analysis and input on CEO compensation; and •Advised on other compensation and governance matters as required.

  74. CHANGE IN CONTROL BENEFITS

    CHANGE IN CONTROL BENEFITS All our current NEOs have change in control severance agreements. The Compensation Committee has determined that these agreements are in the best interests of both the Company and our shareholders because they foster the continuous employment and dedication of key management without potential distraction or personal concern if Xerox were the potential subject of an acquisition or other change in control event. The Compensation Committee periodically reviews our change in control severance agreements against benchmark data to ensure that our arrangements are consistent with market practice. Under the change in control severance agreements, if employment terminates involuntarily (other than for cause, death, or disability) or voluntarily for Good Reason within two years following a change in control, the NEO would be entitled to: •Two times the sum of their annual base salary and target annual incentive award; •Continuation of specified welfare benefits at active employee rates for a period of 18 months; and •Accelerated vesting of outstanding equity awards if change in control is triggered under the 2020 Performance Incentive Plan. These agreements require that the executive agree to remain an employee of the Company for nine months following a “potential change in control” (as defined therein) or until the date upon which the NEO is first entitled to receive the benefits described above, if earlier. Severance payments to NEOs following a change in control are generally not conditioned on non-competition or non-solicitation obligations. Good Reason is defined in the change in control severance agreements. Xerox does not provide any of the NEOs with excise tax reimbursement on severance payments. Additional information and the amount of the estimated payments and benefits payable to the NEOs (assuming a change in control of Xerox and a qualifying termination of employment) are presented under the Potential Payments Upon Termination or Change in Control table.

  75. EMPLOYMENT AND SEPARATION

    EMPLOYMENT AND SEPARATION NEOs serve at the will of the Board. This enables the Board to remove a NEO, consistent with applicable laws, whenever it is in the best interests of the Company, with discretion of the Compensation Committee to decide on an appropriate severance package (except for benefits that have vested or in the case of a change in control). When a NEO is removed from his or her position, the Compensation Committee exercises its business judgment in determining whether any special severance arrangement is appropriate considering all relevant circumstances, including years of service with the Company, past accomplishments, the reasons for separation, and requirements under applicable local law. In March 2024, the Compensation Committee approved an amendment and restatement of the Officer Severance Program (OSP), which was originally established effective July 2018 and subsequently amended effective January 2020, February 2021, and December 2022 (the Prior OSP, and, as amended and restated, the A&R OSP or the Officer Severance Program). Under the Officer Severance Program, an officer who is eligible to participate in the program due to a qualifying termination as defined therein will be entitled to receive: •One year (two years for Mr. Bandrowczak) of severance paid over 12 months (24 months for Mr. Bandrowczak) and continuation of specified health and welfare benefits at active employee rates; •Prorated annual incentive award for the year of termination; and •At the Compensation Committee’s discretion, continued vesting of outstanding equity awards during the one-year (two-year for Mr. Bandrowczak) severance period. The A&R OSP amended the Prior OSP to (i) extend the termination date of the program from December 31, 2024 to December 31, 2026, (ii) add a “termination for good reason” as a payment trigger for eligible officers serving as the Chief Executive Officer or the President and Chief Operating Officer of the Company, and (iii) provide for continued vesting of any outstanding equity awards under the Company’s Performance Incentive Plan for eligible officers serving as the Chief Executive Officer or the President and Chief Operating Officer of the Company, in the event of such officer’s “termination for good reason” or any involuntary termination other than for “cause”. The Officer Severance Program includes a covenant not to engage in activity that is detrimental to the Company, and payments and benefits under the program are conditioned upon the NEO’s execution of a release of claims against the Company and a non-competition/non-solicitation agreement. The NEOs are generally eligible for the Officer Severance Program, except that the Officer Severance Program: (1) excludes from eligibility an officer with a written agreement providing for severance benefits upon separation; and (2) contains a non-duplication provision, pursuant to which payments and benefits under the Officer Severance Program are reduced by amounts required to be paid to the officer as severance under another arrangement or by operation of law. Thus, the treatment of Mr. Heiss under the Officer Severance Program would be as follows: •Any amounts payable to Mr. Heiss would be reduced by the severance benefits received under the Convention Collective d’Enterprise Xerox S.A.S. (10 December 2015) (XF-CBA), a collective bargaining agreement between the Company’s French subsidiary and certain French trade unions (XF-CBA). (See the Potential Payments Upon Termination or Change in Control section for further information). Except as described above, if the Compensation Committee does not approve a severance arrangement under the Officer Severance Program for a NEO whose employment is terminated, that officer would be covered under the Company’s standard U.S. severance policy, as applicable at the time of the separation.

  76. Separation of Joanne Collins Smee

    Separation of Joanne Collins Smee As a result of Reinvention, Joanne Collins Smee's role was eliminated, resulting in her involuntary termination as Executive Vice President, President Americas effective December 31, 2023. In connection with her separation, she received severance pay and benefits pursuant to the terms of her Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control executed on September 12, 2018. For further details regarding the compensation she received, refer to footnote (2) to the Summary Compensation Table.

  77. Compensation Recovery Policy

    Compensation Recovery Policy The Company adopted the Compensation Recoupment Policy of Xerox Holdings Corporation (Recoupment Policy) on July 27, 2023, effective December 1, 2023. The Recoupment Policy is intended to comply with the requirements of Section 10D of the Securities Exchange Act of 1934 and Rule 10D-1 thereunder and Nasdaq Listing Rule 5608. Under the terms of the Recoupment Policy, in the event of a restatement of our financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation Committee shall take reasonably prompt action to cause the Company to recover the amount of any incentive compensation granted, awarded or paid to a covered person within the preceding 36-month period to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, awarded or paid had the financial statements been in compliance with the financial reporting requirements. Each executive officer, including our Named Executive Officers and former executive officers, are considered covered persons for purposes of the Recoupment Policy. In addition, the following plans provide for compensation recovery. •The Officer Severance Program (see Employment and Separation) and, typically, any individual separation arrangement with a NEO, includes a provision that rescinds severance payments if the recipient engages in activity that is detrimental to the Company. Clawback arrangements may also be included in letter agreements with executives or under the Company's standard U.S. severance policy, as applicable at the time of the separation. •Under the 2004 Performance Incentive Plan and its successor, the Xerox Holdings Corporation Performance Incentive Plan, as Amended Through October 21, 2021 (collectively the PIP), if the Compensation Committee determines that a NEO has engaged in activity that is detrimental to the Company, it may cancel any awards granted to that individual. In addition, if such a determination is made before any change in control of Xerox, the Compensation Committee may rescind any payment or delivery of an equity or annual cash incentive award that occurred from six months before the detrimental activity. For this purpose, detrimental activity may include: ◦A violation of a non-compete agreement with the Company; ◦Disclosing confidential information (except for reporting and other communications protected by “whistle blower” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank)); ◦Soliciting an employee to terminate employment with the Company; ◦Soliciting a customer to reduce its level of business with the Company; and ◦Engaging in any other conduct or act that is determined to be injurious, detrimental, or prejudicial to any interest of the Company. If a payment or award is rescinded, the NEO will be expected to pay the Company the amount of any gain realized, or payment received in a manner the Compensation Committee, or its delegate, requires. •Our E-LTIP PSU equity award agreements, as governed by the PIP, incorporate by reference the Recoupment Policy adopted by the Company effective December 1, 2023. Pursuant to the Recoupment Policy, in the event of an accounting restatement, the Company can recover, for the three prior years, any excess incentive-based compensation (over what would have been paid under the accounting restatement) from executive officers or former executive officers. •Annual incentive awards to NEOs under the MIP are also subject to the above clawback provisions. •Under the Xerox Corporation Supplemental Savings Plan, if a participant, including a NEO, is found to have engaged in detrimental activity, the plan administrator may reduce or rescind the matching contribution account balance and not pay such amounts to that individual.

  78. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The Summary Compensation Table below provides compensation information for the CEO, the CFO, and the next three most highly compensated executive officers who served during the fiscal year ended December 31, 2023, and Mr. Pastor, who was an executive officer at the time of his resignation in April 2023 (collectively referred to as NEOs). The table includes the dollar value of base salary earned, bonus, stock and option awards, non-equity incentive plan compensation earned, change in pension value, if any, above-market non-qualified deferred compensation earnings, if any, and all other compensation (including severance and consulting payments) whether paid or deferred. For a summary of the Compensation Committee’s decisions on the compensation awarded to our NEOs for fiscal 2023, please refer to the CD&A beginning on page 27.

  79. Summary Compensation Table

    Summary Compensation Table Compensation elements reported in this Summary Compensation table and its accompanying notes are in U.S. dollars and rounded to the nearest dollar. For Mr. Heiss, compensation other than stock awards are denominated and paid in euros; the amount shown in U.S. dollars for other than the Change in Pension Value and NQDC, for which the exchange rate is described in the narrative following the Pension Benefits for the 2023 Fiscal Year table, reflects the December 2023 average exchange rates, USD per EUR, as follows: •1.0903 USD per EUR for 2023 •1.0573 USD per EUR for 2022 •1.1348 USD per EUR for 2021

  80. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) (A) | Bonus ($) (B) | Stock Awards ($) (C) | Option Awards ($) (D) | Non-Equity Incentive Plan Compensation ($) (E) | Change in Pension Value and NQDC Earnings ($) (F) | All Other Compensation ($) (G) | Total ($) | | Steven J. Bandrowczak, Chief Executive Officer | 2023 | 1,000,000 | — | 8,556,086 | — | 3,278,700 | — | 9,900 | 12,844,686 | | | 2022 | 763,315 | — | 7,100,017 | — | 679,929 | — | 18,006 | 8,561,267 | | | 2021 | 525,000 | — | 3,650,020 | — | 340,200 | — | 159 | 4,515,379 | | John Bruno, (1) President and Chief Operating Officer | 2023 | 750,000 | — | 4,499,898 | — | 2,064,188 | — | 31,223 | 7,345,309 | | | 2022 | 99,432 | — | 3,000,003 | — | — | — | 938 | 3,100,373 | | Xavier Heiss, Executive Vice President, Chief Financial Officer | 2023 | 576,258 | — | 3,178,745 | — | 1,266,464 | 197,405 | 208,923 | 5,427,795 | | | 2022 | 500,997 | — | 2,500,033 | — | 372,144 | 174,439 | 156,133 | 3,703,746 | | | 2021 | 499,312 | — | 2,000,014 | — | 323,554 | — | 562,799 | 3,385,679 | | Joanne Collins Smee (2), Executive Vice President and President, Americas | 2023 | 575,000 | — | 2,097,256 | — | 978,535 | — | 1,774,750 | 5,425,541 | | | 2022 | 551,894 | — | 1,400,028 | — | 365,480 | — | 9,150 | 2,326,552 | | Suzan Morno-Wade (3)Executive Vice President, Chief Human Resources Officer | 2023 | 550,000 | — | 1,674,907 | — | 1,210,990 | — | 13,019 | 3,448,916 | | Louis J. Pastor (4), Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer | 2023 | 187,500 | — | 2,548,511 | — | 1,452,000 | — | 422,981 | 4,610,992 | | | 2022 | 537,500 | — | 1,900,044 | — | 355,825 | — | 95 | 2,793,464 | | | 2021 | 500,000 | — | 1,550,021 | — | 324,000 | — | — | 2,374,021 |

  81. Summary Compensation Table

    ________ (1) Mr. Bruno was not an NEO in 2021. (2) Ms. Collins Smee was involuntarily terminated from the Company on December 31, 2023. In connection with her separation, she received change in control payments pursuant to her Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control executed on September 12, 2018. Her separation payments received (per column G above), include (i) $1,150,000 (two times base salary), (ii) $575,000 (one year of MIP at target), and (iii) $39,750 (COBRA subsidy). In addition, column G includes $10,000 for financial planning assistance. Ms. Collins Smee also received her regular 2023 MIP Payout since she remained employed through December 31, 2023 and the amount of her 2023 MIP Payout is reflected as "Non-Equity Incentive Plan Compensation" in column E. Ms. Collins Smee was not an NEO in 2021. (3) Ms. Morno-Wade was involuntarily terminated from the Company on April 1, 2024. Ms. Morno-Wade also received her regular 2023 MIP Payout since she remained employed through March 15, 2024, the MIP Payout date, and the amount of her 2023 MIP Payout is reflected as "Non-Equity Incentive Compensation" in column E. Ms. Morno-Wade was not a NEO in 2021 or 2022. (4) Mr. Pastor resigned from the Company effective, April 28, 2023. Mr. Pastor's 2023 MIP Payout appears as "Non-Equity Incentive Compensation" in column E. Mr. Pastor's compensation (per column G above), reflects financial planning assistance ($10,000), vacation payout in connection with his departure ($12,981), consulting fees pursuant to post-employment consulting agreement with the company ($400,000). (A)Mr. Pastor resigned from the company effective, April 28, 2023; his base salary represents base salary earned through his departure date. (B)Annual MIP awards appear as “Non-Equity Incentive Plan Compensation” in column E. (C)The amounts shown in this column represent the aggregate grant date fair values of equity awards in the form of PSUs and RSUs granted to our NEOs for each respective year, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 23 (Stock-Based Compensation) to our 2023 audited financial statements of our Annual Report on Form 10-K filed with the SEC on February 23, 2024. PSU awards under the 2023 E-LTIP were granted on January 18, 2023, and are reported at target performance. The grant-date fair value of these PSU awards at maximum performance would be as follows: Mr. Bandrowczak — $9,000,000; Mr. Bruno — $5,400,000; Mr. Heiss — $3,120,000; Ms. Collins Smee — $2,100,000; Ms. Morno-Wade — $1,680,000; and Mr. Pastor — $2,520,000. (D)Stock options were not granted in 2021, 2022, or 2023. (E)The Non-Equity Incentive Plan payments under the 2023 MIP, based on 2023 performance, were approved by the Compensation Committee in February 2024. Actual payout as a percentage of target was in the range of 170.2% - 220.2% of target. For more information, see the Performance Metrics, Results and Payout: 2023 MIP section in the CD&A. (F)Mr. Heiss participates in the Retirement Indemnities Plan, a French pension plan that we are required to maintain under a collective agreement with our employees in France. The change in pension value shown in this column is calculated by determining the change in the present value of the benefits from December 31, 2022 to December 31, 2023 (but if the change in the present value of the benefit is negative then it is not shown). The present value is computed using the FASB ASC Topic 715 assumptions in effect for the corresponding fiscal year end and assuming the benefit is paid at the earliest retirement date at which unreduced benefits are payable upon eligible retirement age. See the Pension Benefits for the 2023 Fiscal Year section for more detail. •For Mr. Heiss in 2023 — these assumptions include a discount rate of 3.70% for the Retirement Indemnities Plan, and a social charge rate of 47.5%. The Retirement Indemnities Plan does not pay any benefits to a participant who terminates employment before eligible retirement age. •For Mr. Heiss in 2022 — these assumptions include a discount rate of 3.80% for the Retirement Indemnities Plan, and a social charge rate of 46.5%. The assumptions shown in the footnotes to the 2022 Summary Compensation Table were incorrectly reported; the assumptions noted above are correct for 2022. The increase in pension value shown for 2022 above has also been corrected from the 2022 Summary Compensation Table. (G)The table below entitled “All Other Compensation Table” provides additional data on the amounts included under the “All Other Compensation” column.

  82. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table provides additional detail regarding RSUs and PSUs granted to each of the NEOs under the 2023 E-LTIP and potential amounts payable under the 2023 MIP. Threshold, target, and maximum award opportunities are provided for PSUs and the MIP, as applicable. 2023 E-LTIP awards and 2023 retention awards were made under the PIP.

  83. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | | Estimated Future Payout Under Non-Equity Incentive Awards (B) | | | Estimated Future Payout Under Equity Incentive Awards (C) | | | All Other Stock Awards: Number of Shares or Stock Units (#) (D) | Grant Date Fair Value of Stock Awards ($) (E) | | Name | Award | Grant Date (A) | Date of Action (A) | Thresh. ($) | Target ($) | Max ($) | Thresh. (#) | Target (#) | Max (#) | | | | Steven J. Bandrowczak | 2023 MIP | | | 750,000 | 1,500,000 | 3,750,000 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 97,610 | 195,220 | 390,440 | | 4,499,821 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 178,678 | 3,000,004 | | | 2023 Retention (RSU) | 1/19/2023 | 1/19/2023 | | | | | | | 63,861 | 1,056,261 | | John Bruno | 2023 MIP | | | 468,750 | 937,500 | 2,343,750 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 58,566 | 117,132 | 234,264 | | 2,699,893 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 107,207 | 1,800,006 | | Xavier Heiss | 2023 MIP | | | 295,513 | 591,026 | 1,477,565 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 33,839 | 67,677 | 135,354 | | 1,559,955 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 61,942 | 1,040,006 | | | 2023 Retention (RSU) | 1/19/2023 | 1/19/2023 | | | | | | | 34,993 | 578,784 |

  84. GRANTS OF PLAN-BASED AWARDS IN 2023

    (continued)

  85. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | | Estimated Future Payout Under Non-Equity Incentive Awards (B) | | | Estimated Future Payout Under Equity Incentive Awards (C) | | | All Other Stock Awards: Number of Shares or Stock Units (#) (D) | Grant Date Fair Value of Stock Awards ($) (E) | | Name | Award | Grant Date (A) | Date of Action (A) | Thresh. ($) | Target ($) | Max ($) | Thresh. (#) | Target (#) | Max (#) | | | | Joanne Collins Smee | 2023 MIP | | | 287,500 | 575,000 | 1,437,500 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 22,776 | 45,552 | 91,104 | | 1,049,974 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 41,692 | 700,009 | | | 2023 Retention (RSU) | 1/19/2023 | 1/19/2023 | | | | | | | 20,996 | 347,274 | | Suzan Morno-Wade | 2023 MIP | | | 275,000 | 550,000 | 1,375,000 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 18,221 | 36,441 | 72,882 | | 839,965 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 33,354 | 560,014 | | | 2023 Retention (RSU) | 1/19/2023 | 1/19/2023 | | | | | | | 16,622 | 274,928 | | Louis J. Pastor | 2023 MIP | | | 300,000 | 600,000 | 1,500,000 | | | | | | | | 2023 E-LTIP (PSU) | 1/18/2023 | 1/18/2023 | | | | 27,331 | 54,662 | 109,324 | | 1,259,959 | | | 2023 E-LTIP (RSU) | 1/18/2023 | 1/18/2023 | | | | | | | 50,030 | 840,004 | | | 2023 Retention (RSU) | 1/19/2023 | 1/19/2023 | | | | | | | 27,119 | 448,548 |

  86. GRANTS OF PLAN-BASED AWARDS IN 2023

    (A)The “Grant Date” is the effective date of the equity awards. The “Date of Action” is the date on which the values of the awards were approved by the Compensation Committee and, for Mr. Bandrowczak, the Board of Directors. (B)These columns reflect the threshold, target, and maximum payout opportunities under the 2023 MIP set by the Compensation Committee. The MIP measures and weightings for 2023 were Adjusted EBITDA(1) (60%), ESG (20%), and Business/Functional (20%), for Mr. Bandrowczak weightings were Adjusted EBITDA(1) (80%) and ESG (20%). For purposes of this table, the amount shown as the “threshold” payout was determined assuming achievement of the minimum performance level. If threshold performance was not achieved on the performance measures, there would be no MIP payout. For 2023, the MIP payout range was 170.2-220.2% of target. See Performance Metrics, Results and Payout: 2023 MIP in the CD&A. (C)The threshold, target, and maximum payout opportunities for the 2023 E-LTIP PSU awards, as well as the design and methodology for determining the 2023 E-LTIP PSU awards, were approved by the Compensation Committee. The target number of PSUs granted to each of our NEOs was determined by dividing the approved E-LTIP target award value by an equal weighting of (1) the closing price of Xerox Common Stock on the grant date (or last trading day prior to the grant date if the market was closed on the grant date) for the Relative TSR measure, and (2) that same closing price of Xerox Common Stock on the grant date multiplied by the Monte Carlo fair value factor (a commonly-used methodology to determine the fair value factor for market-based metrics) and rounding up to the nearest whole share. The performance measures and weightings for the portion of the 2023 E-LTIP award granted as PSUs are: Relative TSR (S&P Technology Hardware Select) (90%) and Relative TSR (S&P 400 Information Technology Sector) (10%). PSUs under the 2023 E-LTIP can be earned by achieving three-year performance goals at least at the threshold level. The performance period for Relative TSR measure is January 1, 2023 through December 31, 2025. The service period and vesting date for the PSUs is three years from the grant date; earned PSUs will be determined and paid after the 2025 performance results have been certified by the CFO and approved by the Compensation Committee. The threshold column reflects the lowest number of PSUs that could be earned if performance is achieved at the threshold level for the Relative TSR performance measure. If threshold performance is not achieved on the performance measures, no PSUs are earned. See Compensation Committee Actions Relating to E-LTIP Awards in the CD&A for additional information. The target column reflects the number of PSUs that could be earned if target performance is achieved on the performance measure. The maximum column reflects the greatest number of PSUs that could be earned if maximum or higher performance is achieved on the performance measure. The number of PSUs earned is interpolated if the Company’s performance is between threshold and target or between target and maximum, as determined by the Compensation Committee. (D)This column includes the E-LTIP RSU awards granted to our NEOs in 2023. 2023 E-LTIP RSUs will vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. The number of RSUs granted was determined by dividing the approved award value by the closing market price on the grant date (or the last trading day before the grant date if the stock market was closed on the grant date) and rounding up to the nearest whole share. (E)The grant date fair value reported in this column with respect to PSU awards reported in column (C) is based on the number of shares granted at target and the fair value as determined by a Monte Carlo valuation ($23.05) as described in footnote (C). The value reported in this column with respect to RSU awards reported in column (D) is based on the number of shares granted at target and the grant date closing market price of $16.79 as described in footnote (D). (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure.

  87. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table displays unvested equity awards held by each of the NEOs on December 31, 2023.

  88. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) (A) | Number of Securities Underlying Unexercised Options Unexercisable (#) (B) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (C) | Market Value of Shares or Units of Stock That Have Not Vested ($) (C) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (D) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (D) | | Steven J. Bandrowczak | 41,990 | — | 24.00 | 7/1/2028 | 428,612 | 7,856,458 | 379,094 | 6,948,793 | | John Bruno | — | — | — | — | 204,546 | 3,749,328 | 117,132 | 2,147,030 | | Xavier Heiss | 12,349 | — | 27.98 | 4/5/2028 | 136,905 | 2,509,469 | 174,225 | 3,193,544 | | Joanne Collins Smee | 11,058 | — | 27.08 | 10/1/2028 | 85,536 | 1,567,875 | 107,195 | 1,964,884 | | Suzan Morno-Wade | 7,163 | — | 27.98 | 4/5/2028 | 70,239 | 1,287,481 | 89,624 | 1,642,808 | | Louis J. Pastor (1) | — | — | — | — | — | — | — | — |

  89. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    ________ (1) Mr. Pastor resigned from the company, effective April 28, 2023. Pursuant to the terms of his equity award agreements, all outstanding equity awards were forfeited upon termination. (A)The awards presented in this column reflect exercisable E-LTIP stock options granted in 2018. (B)There are no stock options that are unexercisable. (C)The awards presented in these columns include unvested RSUs (as of December 31, 2023). The value of these awards is based on the $18.33 closing market price of Xerox Common Stock on December 29, 2023, the last trading day of 2023. These columns include the following awards: 2023 RSUs: Unvested RSUs granted on January 18, 2023, as part of the 2023 E-LTIP, as follows: Mr. Bandrowczak — 178,678; Mr. Bruno — 107,207; Mr. Heiss — 61,942; Ms. Collins Smee — 41,692; and Ms. Morno-Wade — 33,354. The vesting schedule of these RSUs is 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. Unvested RSUs granted on January 19, 2023, as part of the retention awards approved by the Compensation Committee as follows: Mr. Bandrowczak — 63,861; Mr. Heiss — 34,993; Ms. Collins Smee — 20,996; and Ms. Morno-Wade — 16,622. The vesting schedule of these RSUs is 50% on the first anniversary and 50% on the second anniversary of the grant date. 2022 RSUs: Remaining unvested RSUs granted on January 12, 2022, as part of the 2022 E-LTIP, as follows: Mr. Bandrowczak — 46,520; Mr. Heiss — 28,366; Ms. Collins Smee --- 15,885; and Ms. Morno-Wade — 14,751. The vesting schedule of these RSUs is 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. Unvested RSUs granted on August 2, 2022, as part of Mr. Bandrowczak's August 2, 2022, promotion -- 118,375. The vesting schedule of these RSUs is 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. Unvested RSUs granted on November 14, 2022, as part of Mr. Bruno's hiring — 97,339. The vesting schedule of these RSUs is 50% on the first anniversary and 50% on the second anniversary of the grant date. Remaining unvested RSUs granted on January 11, 2021, as part of the 2021 E-LTIP, as follows: Mr. Bandrowczak — 21,178; Mr. Heiss — 11,604; Ms. Collins Smee — 6,963; and Ms. Morno-Wade — 5,512. The vesting schedule of these RSUs is 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. (D)The awards presented in these columns consist of unearned PSUs (as of December 31, 2023) and are shown at target. The number of PSUs earned, if any, is determined by the Compensation Committee’s approval of certified performance results for the relevant performance period. The value of these awards is based on the $18.33 closing market price of Xerox Common Stock on December 29, 2023, the last trading day of 2023. 2023 PSUs: PSU awards granted as part of the 2023 E-LTIP on January 18, 2023, to Mr. Bandrowczak — 195,220; Mr. Bruno — 117,132; Mr. Heiss — 67,677; Ms. Collins Smee — 45,552; and Ms. Morno-Wade — 36,441, which vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2023 through December 31, 2025. 2022 PSUs: PSU awards granted as part of the 2022 E-LTIP on January 12, 2022, to Mr. Bandrowczak — 93,750; Mr. Heiss — 57,165; Ms. Collins Smee — 32,013; and Ms. Morno-Wade — 29,726, which vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2022 through December 31, 2024. 2021 PSUs: PSU awards granted as part of the 2021 E-LTIP on January 11, 2021, to Mr. Bandrowczak — 90,124; Mr. Heiss — 49,383; Ms. Collins Smee — 29,630; and Ms. Morno-Wade — 23,457, which vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2021 through December 31, 2023. These PSU awards resulted in zero payout because none of the three performance metrics was achieved at the threshold level. See Performance Results and Payout: 2021 E-LTIP in the CD&A. Additional detail on these awards can be found in the Performance-Based Executive Long-Term Incentive Program sections of the CD&A.

  90. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table shows amounts realized by the NEOs upon the vesting of stock awards during 2023. Mr. Bandrowczak, Mr. Heiss, Ms. Collins Smee, and Ms. Morno-Wade held exercisable stock options during 2023, but none were exercised.

  91. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (A) | Value Realized on Vesting ($) (B) | | Steven J. Bandrowczak | 119,860 | 1,942,260 | | John Bruno | 97,340 | 1,340,372 | | Xavier Heiss | 31,419 | 521,074 | | Joanne Collins Smee | 21,102 | 351,134 | | Suzan Morno-Wade | 16,935 | 281,247 | | Louis J. Pastor | 26,907 | 447,002 |

  92. OPTION EXERCISES AND STOCK VESTED IN 2023

    ________ (A)This column includes shares attributable to RSUs and PSUs that vested under the 2020, 2021 and 2022 E-LTIP. All shares are potentially subject to a holding period. NEOs must retain at least 50% of the shares acquired through the vesting of their annual E-LTIP PSU and RSU awards, net of taxes, until they achieve their required level of ownership under our stock ownership guidelines. Once achieved, NEOs must continue to hold that amount of stock as long as they remain with the Company. They also remain subject to a holding requirement following separation from employment (including retirement). Refer to Stock Ownership Requirements section above, within this CD&A. (B)The aggregate dollar amount realized upon vesting includes the value of shares withheld to pay taxes.

  93. PENSION BENEFITS FOR THE 2023 FISCAL YEAR

    PENSION BENEFITS FOR THE 2023 FISCAL YEAR The following table reflects information regarding our NEOs’ estimated benefits under the defined benefit pension plans in which they participate, if any, as of December 31, 2023. None of our NEOs, other than Mr. Heiss, participate in any defined benefit pension plans.

  94. PENSION BENEFITS FOR THE 2023 FISCAL YEAR

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Steven J. Bandrowczak | — | — | — | — | | John Bruno | — | — | — | — | | Xavier Heiss (A) | Retirement Indemnities Plan | 35 | 831,786 | — | | Joanne Collins Smee | — | — | — | — | | Suzan Morno-Wade | — | — | — | — | | Louis J. Pastor | — | — | — | — |

  95. PENSION BENEFITS FOR THE 2023 FISCAL YEAR

    (A)Pension benefits were accrued by Mr. Heiss under the Retirement Indemnities Plan during 2023. The present value of the accumulated benefit is the present value of his accumulated benefit payable at the plan’s earliest unreduced eligible retirement age. The critical assumptions are the: (i) discount rate of 3.70%; (ii) social charge rate of 47.5%; and (iii) exchange rate of 1.1059 USD per EUR, the December 31, 2023 average exchange rate. The plan pays benefits only as a lump sum, calculated as monthly pay times a multiple, ranging from 0 to 8 based on years of service, plus the social charges on this payment. Monthly pay is one-twelfth of annual base salary plus annual incentive. At 35 years of service, the multiple of monthly salary is 7.5. Upon eligible retirement age, Mr. Heiss’ multiple would be 7.8.

  96. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2023 FISCAL YEAR

    NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2023 FISCAL YEAR The Non-Qualified Deferred Compensation table discloses executive and employer contributions, as applicable, withdrawals and earnings, if any, and fiscal year-end balances under the Defined Contribution Pension Plan for Directors of Xerox SAS, France (French DC Plan). Mr. Heiss participated in the French DC Plan during 2023 as shown below. None of our NEOs, other than Mr. Heiss, had any amounts deferred pursuant to a non-qualified deferred compensation plan or arrangement as of December 31, 2023.

  97. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2023 FISCAL YEAR

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(A) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Steven J. Bandrowczak | SSP | — | — | — | — | — | | John Bruno | SSP | — | — | — | — | — | | Xavier Heiss | DC France(B) | 2,378 | 7,134 | — | — | 268,986 | | Joanne Collins Smee | SSP | — | — | — | — | — | | Suzan Morno-Wade | SSP | — | — | — | — | — | | Louis J. Pastor | SSP | — | — | — | — | — |

  98. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2023 FISCAL YEAR

    ________ (A)No portion of the amounts shown in this column is reported as above-market interest in the Summary Compensation Table. (B)The French DC Plan is denominated and paid in EUR. The amounts shown as contributions in USD reflect the 2023 average exchange rate of 1.0811, USD per EUR. The aggregate balance reflects the spot rate of 1.1059 as of December 31, 2023.

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Xerox has entered into certain agreements and maintains certain plans that require the Company to provide compensation to NEOs in the event of a termination of employment or a change in control. The table below reflects the amount of compensation payable to each NEO (other than Ms. Collins Smee and Mr. Pastor) assuming that each of the hypothetical termination or change in control events listed in the table occurred on December 31, 2023. The equity award values presented in this table reflect unvested grants held by the applicable NEO as of December 31, 2023, and are based on the closing market price of Xerox Common Stock of $18.33 as of December 29, 2023, the last trading day in 2023.

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Lump Payments ($) | Non- Equity Incentive Awards ($) | Equity Incentive Awards ($) | Healthcare/ Life Insurance / Other Benefits ($) | Total Termination Benefit ($) | | Steven J. Bandrowczak | | | | | | | Voluntary Termination/Retirement (A) | — | — | — | — | — | | Involuntary Termination not for Cause (B) | 2,000,000 | 3,278,700 | 7,215,422 | 26,087 | 12,520,209 | | Involuntary or Good Reason Termination after Change in Control (C) | 5,000,000 | — | 13,634,679 | 26,087 | 18,660,766 | | Death (D) | — | 3,278,700 | 13,634,679 | — | 16,913,379 | | John Bruno | | | | | | | Voluntary Termination/Retirement (A) | — | — | — | — | — | | Involuntary Termination not for Cause (B) | 750,000 | 2,064,188 | 2,222,927 | 13,026 | 5,050,141 | | Involuntary or Good Reason Termination after Change in Control (C) | 3,375,000 | — | 3,749,347 | 26,052 | 7,150,399 | | Death (D) | — | 2,064,188 | 3,749,347 | — | 5,813,534 | | Xavier Heiss | | | | | | | Voluntary Termination/Retirement (A) | — | — | 3,190,222 | — | 3,190,222 | | Involuntary Termination not for Cause (B) | 926,105 | 1,266,451 | 3,190,222 | 131,336 | 5,514,114 | | Involuntary or Good Reason Termination after Change in Control (C) | 2,364,104 | — | 5,703,013 | 157,803 | 8,224,920 | | Death (D) | — | 1,266,451 | 5,703,013 | 3,229,242 | 10,198,705 | | Suzan Morno-Wade | | | | | | | Voluntary Termination/Retirement (A) | — | — | — | — | — | | Involuntary Termination not for Cause (B) | 550,000 | 1,210,990 | 1,610,199 | 11,220 | 3,382,409 | | Involuntary or Good Reason Termination after Change in Control (C) | 2,200,000 | — | 2,930,289 | 22,441 | 5,152,730 | | Death (D) | — | 1,210,990 | 2,930,289 | — | 4,141,279 |

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Upon the termination events listed above, in addition to the benefits reflected in the above table, each NEO would also be entitled to the balance of his deferred compensation account, if any, under our non-qualified deferred compensation plans. Deferred compensation balances are reported in the “Aggregate Balance at Last FYE” column of the Non-Qualified Deferred Compensation table above. In accordance with SEC rules, the table above reflects estimated severance payments and benefits to which our NEOs would be entitled upon hypothetical termination events occurring on December 31, 2023. These amounts reflect estimates only, and actual payments and benefits to which a NEO may be entitled upon termination of employment with the Company depend upon a number of factors not reflected in the table. ________ (A)As of December 31, 2023, Messrs. Bandrowczak and Bruno, and Ms. Morno-Wade were not retirement eligible, and would not receive any payments in the event of voluntary termination. Mr. Heiss is retirement eligible under the terms of our equity award agreements and, in the event of his retirement on December 31, 2023, would receive prorated vesting of outstanding equity awards (based on the number of full months of service as an employee during the vesting period commencing on the grant date), including PSUs based on actual performance results but reflected at target performance for purposes of the table. (B)Under the Company’s Officer Severance Program (as described in the Employment and Separation section of the CD&A), Messrs. Bruno and Heiss, and Ms. Morno-Wade would each receive payment equal to one year (for Mr. Bandrowczak, two years) of their current annual base salary. Although the amounts reported in the table above assume such benefit is paid as a lump sum, it is generally paid periodically, consistent with the normal payroll cycle. In addition, each of these NEOs would receive: •Under the terms of the Officer Severance Program, the NEO’s annual incentive (Non-Equity Incentive Award) for 2023, based on actual achievement against performance goals (as described in the 2023 Compensation Actions section of the CD&A), prorated through last day of active service; •Under the terms of our equity award agreements, prorated vesting of outstanding equity awards, with such proration based on the number of full months of service as an employee during the vesting period (including, at the Compensation Committee’s discretion, the one-year (two-year for Mr. Bandrowczak) severance period). PSU awards would be earned based on actual performance but the table above reflects target performance. The table above assumes proration through the end of the severance period; and •Continuation of specified welfare benefits at active employee rates during the one-year severance period. These payments and benefits would be conditioned upon the NEO’s execution of a release of claims against the Company and a non-competition/non-solicitation agreement. Mr. Heiss would not receive a benefit under the Officer Severance Program due to the program’s provision for non-duplication of benefits. Mr. Heiss would instead receive benefits under the Convention Collective d’Enterprise Xerox S.A.S. (10 December 2015) (XF-CBA), a collective bargaining agreement between the Company’s French subsidiary and certain French trade unions. Under the XF-CBA, Mr. Heiss would be entitled to a 3-month notice period during which his base salary and benefits would continue and at the end of which he would receive a dismissal indemnity equal to 12 months of his monthly average gross salary (the calculation of which would include his actual 2023, short-term incentive payment, and certain other amounts paid to him during 2023). In addition, Mr. Heiss would receive: •Annual incentive (Non-Equity Incentive Award) for 2023, based on actual achievement against performance goals (as described in the 2023 Compensation Actions section of the CD&A); •Under the terms of our equity award agreements, prorated vesting of outstanding equity awards, with such proration based on the number of full months of service as an employee during the vesting period (including the 3-month notice period and, at the Compensation Committee’s discretion, any applicable salary continuance/dismissal indemnity period). PSU awards would be earned based on actual performance, but the table above reflects target performance. The table above assumes proration through the end of the 15-month notice / dismissal indemnity period; and •Continuation of specified welfare benefits for up to a one-year period following the end of the 3-month notice period. (C)Change in Control (CIC) severance agreements for Messrs. Bandrowczak, Bruno, and Heiss, and Ms. Morno-Wade provide the following severance benefits in the event of an involuntary termination (other than for cause, disability, or death) or a voluntary termination for Good Reason within two years following a CIC (in either case, a “qualifying termination”): •Lump-sum cash payment equal to two times the sum of annual base salary and annual incentive award target; •Continuation of specified welfare benefits at active employee rates for 24 months; •Payment of reasonable legal fees and expenses incurred if the NEO, in good faith, is involved in a dispute while seeking to enforce the benefits and rights provided by the CIC severance agreement; and •In addition, pursuant to the terms of the 2004 Performance Incentive Plan and its successor plan, the Xerox Holdings Corporation Performance Incentive Plan, as Amended Through October 21, 2021, in the event of a change in control as defined therein, these NEOs would be entitled to full vesting of outstanding equity awards. The CIC severance agreements for Messrs. Bandrowczak, Bruno, and Heiss, and Ms. Morno-Wade each contain an offset provision, pursuant to which payments and benefits are reduced by any payments or benefits required to be paid to the NEO as severance, or during a notice period, under any other agreement or program or by operation of law. Thus, in the event of a qualifying termination that is also an involuntary termination under the Officer Severance Program or, as applicable, the XF-CBA, Messrs. Bandrowczak, Bruno, and Heiss, and Ms. Morno-Wade would receive the payments described in (B) above for an Involuntary Termination Not for Cause, and would receive payments or benefits under their CIC severance agreements only to the extent the CIC severance agreements provided for greater amounts. For all of the NEOs, if excise tax under Code Sections 280G and 4999 would be payable, the Company will reduce the NEO’s CIC payment to a level that will not trigger such excise tax, if it is determined that doing so will result in a greater net after-tax amount for the NEO. (D)In the event of a NEO’s death, the NEO’s estate (or, with respect to certain types of payments and elections made, the NEO’s spouse) would receive: the NEO’s 2023 short-term incentive, based on actual achievement against performance goals; accelerated vesting of outstanding equity awards; and, for Mr. Heiss, payment of his vested pension benefits, if any, in accordance with the plan’s terms and the proceeds of a life insurance policy per the XF-CBA.

  102. CEO PAY RATIO

    CEO PAY RATIO In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012 and SEC rules adopted thereunder, the Company is disclosing the ratio of the annual total compensation of the Chief Executive Officer, Mr. Bandrowczak, to the annual total compensation of the Company’s median employee (excluding the Chief Executive Officer). We are using the same median employee identified in 2021 in our 2023 pay ratio calculation, because we believe that there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure for fiscal 2023. We most recently identified our median compensated employee using our employee population as of November 30, 2021. We used annual total cash compensation as our Consistently Applied Compensation Measure (CACM) for all of our employees. Total cash compensation for these purposes included base salary, annual incentive compensation, any cash commission payments, change in pension value, overtime, and mandated wages paid through December 31, 2023. Once the median employee was identified applying our CACM methodology, we calculated the median employee total 2023 annual compensation of $51,921 using the same components of compensation as used in the Summary Compensation Table for our NEOs. This total compensation amount was then compared to the total compensation of the CEO disclosed in the Summary Compensation Table in the amount of $12,844,686. Based on this information for 2023, the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation was 247 to 1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  103. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or CAP) to the Company’s principal executive officer (PEO) and non-PEO named executive officers (the Non-PEO NEOs), and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis.

  104. Pay Versus Performance Table

    Pay Versus Performance Table

  105. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year1 | Summary Compensation Table Total for Mr. Visentin PEO2 | Compensation Actually Paid to Mr. Visentin PEO3 | Summary Compensation Table Total for Mr. Bandrowczak PEO2 | Compensation Actually Paid to Mr. Bandrowczak PEO3 | Average Summary Compensation Table Total for Non-PEO NEOs2 | Average Compensation Actually Paid to Other NEOs3 | Total Shareholder Return 4 | Peer Group Total Shareholder Return 5 | GAAP Net Income (millions) | Adj. 6 EBITDA (millions) | | 2023 | $— | $— | $12,844,686 | $14,069,073 | $5,251,711 | $4,795,117 | $62.22 | $100.09 | $1 | $596 | | 2022 | $11,192,336 | $5,216,828 | $8,561,267 | $4,746,408 | $2,981,034 | $1,785,941 | $46.50 | $118.35 | $(322) | $505 | | 2021 | $12,418,877 | $5,930,335 | $— | $— | $3,143,217 | $1,922,379 | $67.70 | $169.20 | $(455) | $647 | | 2020 | $18,144,360 | $(1,775,843) | $— | $— | $3,499,776 | $(2,064,931) | $66.39 | $112.48 | $192 | $777 |

  106. Pay Versus Performance Table

    ________ (1) Steven J. Bandrowczak succeeded John Visentin as PEO in 2022 (on June 6, 2022 as interim CEO and on August 2, 2022 as CEO). John Visentin served as the PEO for the entirety of 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows: •2023: John Bruno, Xavier Heiss, Joanne Collins Smee, Suzan Morno-Wade, and Louis J. Pastor •2022: John Bruno, Xavier Heiss, Louis J. Pastor, and Joanne Collins Smee •2021: Steven J. Bandrowczak, Xavier Heiss, Michael Feldman, and Louis J. Pastor •2020: Steven J. Bandrowczak, William Osbourn, Jr., Xavier Heiss, Michael Feldman, Hervé Tessler, and Louis J. Pastor (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (SCT) for the applicable year in the case of our PEOs, Messrs. Bandrowczak and Visentin, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs reported for the applicable year. (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our PEOs, Messrs. Bandrowczak and Visentin, and for the average of the Non-PEO NEOs is set forth in the Reconciliation of SCT to CAP Table below, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts. (4) Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) “Peer Group” represents the S&P 600 Information Technology Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (6) Adjusted EBITDA is the company-selected MIP measure. Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure.

  107. Directors and Officers Liability Insurance and Indemnity

    Directors and Officers Liability Insurance and Indemnity The policies are issued by Zurich American Insurance Company, Endurance Assurance Corp., Continental Casualty Company, Allianz Global Risks US Insurance Company, National Union Fire Insurance Company, Markel American Insurance Company, Old Republic Insurance Company, Westfield Specialty Insurance Company, Berkley Insurance Company, Midvale Indemnity Company, Wesco Insurance Company, Berkshire Hathaway Specialty Insurance, National Union Fire Ins. Co., National Casualty Company, and Argonaut Insurance Company. The policies expire on January 1, 2025, and the total annual premium is approximately $1.8 million.

  108. NON-GAAP FINANCIAL MEASURES

    NON-GAAP FINANCIAL MEASURES The Company’s 2023 Annual Report on Form 10-K reports financial results in accordance with generally accepted accounting principles (GAAP). Within the CD&A, we discuss certain financial results using the non-GAAP measures described below. These non-GAAP measures specifically relate to our Management Incentive Program (MIP) and Executive Long-Term Incentive Program (E-LTIP) performance measures, as approved by the Compensation Committee. The Company's management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate our business, and make operating decisions. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures. The Compensation Committee believes these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. These non-GAAP financial measures adjust several reported amounts, determined in accordance with GAAP, to exclude the effects of certain items, as well as their related income tax effects. These non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company’s Annual Reports on Form 10-K, prepared in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, in the Company’s Annual Reports on Form 10-K, are set forth below.

  109. Adjusted EBITDA

    Adjusted EBITDA Earnings before non-financing interest expense, net of taxes, depreciation and amortization, adjusted for equity income, the remaining amounts in Other expenses, net, and the following items: Restructuring and related costs, net: Restructuring and related costs, net include restructuring and asset impairment charges, as well as costs associated with our transformation programs beyond those normally included in restructuring and asset impairment charges. Restructuring consists of costs primarily related to severance and benefits paid to employees pursuant to formal restructuring and workforce reduction plans. Asset impairment includes costs incurred for those assets sold, abandoned or made obsolete as a result of our restructuring actions, exiting from a business or other strategic business changes. Additional costs for our transformation programs are primarily related to the implementation of strategic actions and initiatives, and include third-party professional service costs as well as one-time incremental costs. All of these costs can vary significantly in terms of amount and frequency based on the nature of the actions as well as the changing needs of the business. Accordingly, due to that significant variability, we will exclude these charges since we do not believe they provide meaningful insight into our current or past operating performance, nor do we believe they are reflective of our expected future operating expenses as such charges are expected to yield future benefits and savings with respect to our operational performance. Non-service retirement-related costs: Our defined benefit pension and retiree health costs include several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets, as well as those that are predominantly legacy in nature and related to employees who are no longer providing current service to the Company (e.g. retirees and ex-employees). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) amortization of prior plan amendments, (iv) amortized actuarial gains/losses, and (v) the impacts of any plan settlements/curtailments. Accordingly, we consider these elements of our periodic retirement plan costs to be outside the operational performance of the business or legacy costs, and not necessarily indicative of current or future cash flow requirements. This approach is consistent with the classification of these costs as non-operating in Other expenses, net. Adjusted earnings will continue to include the service cost elements of our retirement costs, which is related to current employee service as well as the cost of our defined contribution plans. Discrete, unusual or infrequent items: We exclude certain items given their discrete, unusual or infrequent nature and their impact on our results for the period.

  110. Constant Currency

    Constant Currency To understand the trends in the business, we believe that it is helpful to analyze the impact of changes in the translation of foreign currencies into U.S. Dollars on revenue and expenses. We refer to this analysis as "constant currency", “currency impact” or “the impact from currency.” This impact is calculated by translating current period activity in local currency using the comparable prior year period's currency translation rate. This impact is calculated for all countries where the functional currency is the local country currency. We do not hedge the translation effect of revenues or expenses denominated in currencies where the local currency is the functional currency. Management believes the constant currency measure provides investors an additional perspective on revenue trends. Currency impact can be determined as the difference between actual growth rates and constant currency growth rates.

  111. Absolute Share Price

    Absolute Share Price Share price will be measured based on the average of the closing price on the final twenty trading days of the performance period, inclusive of dividends during the three-year performance period.

  112. Absolute Revenue

    Absolute Revenue Absolute Revenue is GAAP revenue unadjusted for currency (see Constant Currency below) as reported in the Company’s 2023 Annual Report on Form 10-K adjusted for the following items, as applicable: •Impacts of any individual acquisition in excess of $500 million purchase price; •Impacts of a divestiture with revenue equal to or greater than $100 million; and •Effects of a change in accounting principle as identified within the Company's consolidated financial statements or MD&A.