Business Context and Reporting Period
This Form 8-K Current Report was filed by Xerox Holdings Corporation and Xerox Corporation on December 3, 2025. The report discloses a material change in executive compensation arrangements effective December 3, 2025, following an announcement on November 13, 2025.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details for the newly appointed Chief Financial Officer, Chuck Butler.
- Annual Base Salary: Increased from $500,000 to $550,000.
- Target Annual Bonus: Increased from 80% to 100% of base salary.
- Long-Term Incentive (LTI): Eligible for a 2026 award with a target grant date fair value of $2 million.
- Housing Allowance: Monthly allowance for 12 months, not to exceed $70,000 total.
Material Changes Versus Prior Period
The primary material change is the promotion of Chuck Butler to Chief Financial Officer and the associated increase in his compensation package. Specifically, his base salary increased by $50,000, and his target bonus percentage increased by 20 percentage points. Additionally, he is now eligible for a new LTI award and a housing allowance, which were not part of his prior compensation structure.
Guidance, Outlook, Risks, and Contingencies
The filing outlines a specific contingency regarding a Change in Control Severance Agreement. If a change in control occurs prior to December 31, 2026, and Mr. Butler's employment is terminated without "cause" or for "good reason" within 24 months following such event, he is entitled to:
- A lump sum cash payment equal to two times the sum of his annual base salary and annual target bonus (calculated based on the greater of rates in effect at termination or immediately prior to the change in control).
- Continued medical, dental, and vision coverage at active employee rates for up to 18 months.
The filing notes that Mr. Butler may also be eligible for severance under the Officer Severance Program for terminations outside the change in control window.
Important Facts for Investor Verification
- Verify the effective date of the CFO appointment (December 3, 2025) and the specific terms of the Change in Control Severance Agreement referenced as Exhibit 10.3 to the January 5, 2024, Form 8-K.
- Confirm the total potential cash payout under the change in control scenario, which could exceed $2.2 million based on the new salary and bonus targets.
- Review the 2026 LTI award structure and performance metrics, as the filing only states the target grant date fair value ($2 million) without detailing vesting conditions.
- Note that the filing does not contain updated financial performance data for the company; investors should refer to the most recent 10-Q or 10-K for operational metrics.