Key Highlights

• The Compensation and Human Capital Committee approved a retention program for the 2026‑2028 period on June 29, 2026.

• Awards are cash‑based, payable in fixed amounts or percentages of salary or bonuses, and vest over two years in eight equal quarterly installments.

• The plan explicitly omits the chief executive officer and chief financial officer from participation but may include other senior leaders.

Xerox Holdings Corporation (NASDAQ: XRX) disclosed that its board’s Compensation and Human Capital Committee has authorized a new retention framework designed to keep pivotal personnel during a multi‑year business overhaul. The initiative, known as the Transformation Retention Award Plan, becomes effective on July 1, 2026.

Scope of the Retention Plan

The program targets executive officers, senior managers, and other staff deemed critical to the company’s restructuring strategy. While the committee has discretion over executive participants and award levels, senior managers outside the executive tier may be selected by the broader management team.

Structure of Awards

Each qualifying individual receives a cash payment which may be expressed as a fixed sum, a share of base salary, or a proportion of the target annual bonus. The awards are scheduled to vest in eight substantially equal portions over a two‑year horizon, with payouts occurring at the close of each fiscal quarter.

Vesting Conditions

Vesting is contingent upon the participant’s continued employment through each vesting date. Should a participant depart for any reason before the scheduled date, any unvested portions are automatically forfeited, except in cases related to changes in control that could allow for different conditions.

Change‑in‑Control Provisions

In the instance of a change‑in‑control, the committee has the option to accelerate any remaining installments, which would then be paid within thirty days of the acceleration decision. Employees terminated without cause or those who resign for a justified reason within twelve months following such a change will have all outstanding installments vest immediately and be paid promptly.

Governance and Oversight

The committee holds exclusive authority to determine eligibility and award amounts for executive officers, while non‑executive participants are selected by the company's management hierarchy. The plan supplements existing incentive mechanisms, reinforcing Xerox’s effort to stabilize its leadership cadre amid ongoing transformation.

Market Implications

The introduction of the retention scheme underscores Xerox’s commitment to preserving institutional knowledge as it navigates a strategic pivot. By excluding the chief executive officer and chief financial officer, the company signals confidence in its top‑level leadership while bolstering the middle tier with financial incentives aligned to long‑term performance.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.