Form 4: Xerox Director Nichelle Maynard-Elliott Receives Significant Deferred Stock Unit Award

Xerox Holdings Corporation Director Nichelle Maynard-Elliott was awarded 44,378 Deferred Stock Units, increasing her total beneficial ownership to 130,438 units.

Summary

• Nichelle Maynard-Elliott, a Director at Xerox Holdings Corp (XRX), acquired 44,378 Deferred Stock Units (DSUs) on May 21, 2025.
• These DSUs were acquired at a price of $0, which is typical for equity compensation awards.
• Following this transaction, Ms. Maynard-Elliott beneficially owns a total of 130,438 DSUs.
• The total DSU balance includes an additional 8,124 DSUs awarded from dividend equivalents attributable to previously held DSUs.
• Each DSU represents the right to receive one share of common stock upon the reporting person's termination of service as a director or death, subject to any applicable deferral period.
• The newly acquired 44,378 DSUs are scheduled to vest on May 21, 2026.

Sentiment

Score: 6

Explanation: The document reports a routine insider equity award, which is generally a neutral to slightly positive event as it aligns director interests with shareholders. There are no negative implications.

Positives

• The acquisition of Deferred Stock Units by a director aligns their financial interests with those of shareholders, as the value of the compensation is directly tied to the company's stock performance.
• The inclusion of 8,124 DSUs from dividend equivalents demonstrates a mechanism for directors to benefit from company dividends, further aligning their long-term interests with the company's financial health.

Future Outlook

The 44,378 Deferred Stock Units acquired by Director Nichelle Maynard-Elliott are scheduled to vest on May 21, 2026, at which point they will convert into common stock shares, subject to the terms of the DSU plan.

Management Comments

• The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), which is a standard practice for insider equity awards.

Industry Context

The award of Deferred Stock Units (DSUs) to directors is a common practice in corporate governance across various industries, serving as a form of long-term equity compensation designed to align the interests of directors with those of shareholders. This specific filing for Xerox Holdings Corp. is consistent with typical compensation structures for board members in publicly traded companies.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) as a form of director compensation is a widely accepted practice across industries, including technology and business services, aligning director incentives with long-term shareholder value.
• While specific DSU amounts vary by company size, industry, and individual director responsibilities, the mechanism itself is standard. For example, companies like IBM and HP Inc., which operate in similar or related sectors, also utilize equity-based compensation plans for their non-employee directors, often including restricted stock units or deferred stock units with vesting schedules tied to continued service.
• The $0 acquisition price is typical for such awards, representing compensation rather than a direct purchase.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Stock Units by Nichelle Maynard-Elliott, a director, constitutes a related party transaction as it involves compensation from the company to an insider. This is a standard and disclosed form of related party dealing for director remuneration.

Stakeholder Impact

• Shareholders: The award of DSUs to a director can be viewed positively as it aligns the director's financial interests with the long-term performance of the company's stock, potentially encouraging decisions that enhance shareholder value.

Next Steps

• The 44,378 Deferred Stock Units are expected to vest on May 21, 2026, converting into common stock shares of Xerox Holdings Corp.

Key Dates

Keywords

Xerox Holdings Corporation, XRX, Deferred Stock Units, DSU, Insider Transaction, Director Compensation, SEC Form 4, Beneficial Ownership, Equity Award