XEROX HOLDINGS CORP (XRX)
Sector: Information Technology
2026 Annual Meeting Analysis
XEROX HOLDINGS CORP · Meeting: May 20, 2026
Directors FOR
6
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Although Mr. Bruno joined the board in 2024 and is within the 24-month new-director window, he served as President and COO of Xerox from 2022 onward, meaning he was a senior executive throughout the period of catastrophic stock underperformance (Xerox lost roughly 90% of its value over three years while the peer group gained about 55%), so the new-director exemption does not fully apply; the 5-year TSR gap of -146.9pp also exceeds the 20pp threshold, confirming sustained underperformance with no mitigation.
Mr. Letier has served as Chairman since 2018, giving him full accountability for the board's oversight during a period when Xerox's stock fell approximately 90% over three years while the company's own disclosed peer group gained about 55% — a gap of roughly 145 percentage points, far exceeding our 20-point trigger for companies with negative absolute returns; the 5-year picture is equally poor (gap of -146.9pp), so there is no longer-term track record to serve as a mitigant.
Ms. Maynard-Elliott has served since 2021, overlapping substantially with the period of severe underperformance — Xerox lost about 90% of its value over three years against peers that gained roughly 55%, a gap of approximately 145 percentage points; the 5-year data provides no mitigation, and as chair of the Compensation and Human Capital Committee she bears direct responsibility for the pay program that continued to grant large equity awards while shareholder value collapsed.
For Analysis
Ms. Erwin joined the board in 2024 and has served less than 24 months, so she is exempt from the TSR underperformance trigger under our policy; she brings relevant CEO and digital transformation experience and serves on key committees.
Ms. Hung joined the board in 2024 and has served less than 24 months, making her exempt from the TSR trigger; she brings relevant technology and operations experience from senior roles at Guidewire, Oracle, and Sun Microsystems.
Mr. McLaughlin joined the board in 2024 and has served less than 24 months, so he is exempt from the TSR underperformance trigger; he brings relevant technology and payments expertise as President and CTO of Mastercard.
Mr. Pastor was appointed to the board in March 2026 and has served only weeks, making him clearly exempt from the TSR trigger under our policy; as the newly appointed CEO he is the appropriate executive director representative on the board.
Mr. Roese joined the board in 2024 and has served less than 24 months, exempting him from the TSR trigger; he brings deep technology and AI expertise as Global CTO and Chief AI Officer at Dell Technologies.
Ms. Schwetz joined the board in 2024 and has served less than 24 months, making her exempt from the TSR trigger; as a current CFO with a CPA background and prior Big 4 experience, she is well-qualified to chair the Audit Committee.
Of the nine nominees, three directors who have served long enough to be held accountable for the period of extreme stock underperformance — Scott Letier (since 2018), Nichelle Maynard-Elliott (since 2021), and John Bruno (who served as President and COO since 2022 before joining the board in 2024) — warrant AGAINST votes because Xerox's stock fell roughly 90% over three years while the peer group gained about 55%, a gap of approximately 145 percentage points that far exceeds our 20-point trigger for companies with negative absolute returns; the five newer directors (Erwin, Hung, McLaughlin, Roese, Schwetz) joined in 2024 and are exempt from the TSR trigger, and CEO Pastor joined in March 2026.
Say on Pay
✗ AGAINSTCEO
Steven J. Bandrowczak
Total Comp
$12,581,826
Prior Support
94.3%%
Xerox's CEO received approximately $12.6 million in total reported compensation for 2025, which is far above what our policy benchmarks for an Industrials-sector company with a market capitalization of only about $164 million — a company this small would typically support CEO pay in the low single-digit millions at most; while the annual cash bonus paid zero (a positive sign), the long-term equity grants were enormous relative to the company's size, and the stock lost roughly 90% of its value over the past three years while the company's own peer group gained about 55%, meaning shareholders suffered devastating losses while executives received outsized equity awards; additionally, the 2025 performance stock awards used only a one-year financial measurement period rather than the three-to-five year horizon that best aligns executive and shareholder interests, weakening the pay-for-performance link.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not provide sufficient fee detail or auditor tenure data in the extracted text to trigger any of our policy's specific negative criteria; PwC is a Big 4 firm appropriate for a company of Xerox's size and complexity, and absent confirmed data to the contrary, the default vote is FOR.
Overall Assessment
Xerox's 2026 annual meeting ballot presents serious governance concerns: three long-tenured directors warrant AGAINST votes due to catastrophic stock underperformance (roughly -90% over three years versus a peer group that gained about +55%), and the Say on Pay proposal warrants an AGAINST vote because CEO pay of approximately $12.6 million is grossly misaligned with the company's $164 million market cap and its shareholders' devastating losses; the auditor ratification passes on a FOR with insufficient data to trigger any negative criteria, and a large equity plan share increase (Proposal 4) falls outside this policy's current coverage but merits careful shareholder scrutiny given the dilution risk.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing