8-K: Xerox Appoints New CFO Chuck Butler, Details Compensation

Xerox Holdings Corporation announced the appointment of Chuck Butler as its new Chief Financial Officer, effective December 3, 2025, along with his compensation package.

Summary

• Chuck Butler has been appointed as the new Chief Financial Officer for Xerox Holdings Corporation and Xerox Corporation, effective December 3, 2025.
• His annual base salary has been increased from $500,000 to $550,000.
• Mr. Butler's target annual bonus under the Management Incentive Plan has been increased from 80% to 100% of his base salary.
• He will be eligible for a long-term incentive (LTI) award in the 2026 annual cycle with a target grant date fair value of $2 million.
• Mr. Butler will receive a monthly housing allowance for 12 months, not to exceed $70,000.
• He is eligible for a Change in Control Severance Agreement, providing a lump sum cash payment equal to two times the sum of his base salary and target annual bonus, plus up to 18 months of continued medical, dental, and vision coverage at active employee rates, under specific termination conditions following a change in control prior to December 31, 2026.

Sentiment

Score: 7

Explanation: The appointment of a new Chief Financial Officer is a positive development for corporate stability and leadership. The detailed compensation package is standard for an executive of this caliber, reflecting a commitment to attracting and retaining top talent.

Positives

• The appointment of Chuck Butler as CFO provides stability and leadership in a critical executive role.
• The compensation package, including increased base salary, target bonus, and LTI awards, is competitive and designed to attract and retain high-caliber talent.

Risks

• The Change in Control Severance Agreement could result in significant financial payouts to Mr. Butler if a change in control occurs prior to December 31, 2026, and his employment is terminated without cause or for good reason within 24 months following such event.

Future Outlook

Chuck Butler will be eligible for additional long-term incentive awards in future years, subject to approval by the Compensation and Human Capital Committee of the Board of Directors.

Management Comments

• Xerox Holdings Corporation and Xerox Corporation announced the appointment of Chuck Butler to serve as its new Chief Financial Officer, effective as of December 3, 2025.

Industry Context

This announcement reflects a standard executive leadership transition within a major technology and business services company, ensuring continuity in financial oversight and strategy.

Comparison to Industry Standards

• The compensation structure, including base salary, performance-based bonuses, and long-term incentives, aligns with typical executive compensation packages for CFOs at publicly traded companies of similar size and complexity to Xerox.
• The inclusion of a change in control severance agreement is a common practice in executive contracts to provide financial security in the event of a corporate acquisition or significant ownership change, comparable to agreements seen at companies like HP Inc. or Canon Inc.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The appointment of a new CFO can provide confidence in the company's financial leadership and strategic direction.
• Employees: An internal promotion to a key executive role can signal opportunities for career advancement within the company.
• Creditors: A stable and experienced CFO can enhance confidence in the company's financial management and ability to meet its obligations.

Next Steps

• Mr. Butler will be eligible to receive a long-term incentive (LTI) award in the 2026 annual cycle.
• Mr. Butler will be eligible for additional LTI awards in future years, subject to approval by the Compensation and Human Capital Committee.
• Mr. Butler will be eligible to enter into a Change in Control Severance Agreement with Xerox Holdings.

Key Dates

Keywords

CFO, Chief Financial Officer, Xerox, Executive Appointment, Compensation, Management Incentive Plan, Long-Term Incentive, Severance Agreement, Corporate Governance