) On June 21, 2018, Xerox Corporation (the “Company”) announced the appointment of Steven J. Bandrowczak as the Company’s new President and Chief Operations Officer, effective June 25, 2018. A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Bandrowczak, 57, joins the Company from Alight Solutions, where he was the chief operating officer and chief information officer, responsible for the company’s global supply chain, shared services, product development, transformation office, accounts payable, I/T strategy and operations, enterprise risk management and real estate.
Prior to his experience at Alight Solutions, Mr. Bandrowczak was the president of Telecommunication Media and Technology at Sutherland Global Services. He previously served as the senior vice president for Global Business Services at Hewlett-Packard Enterprises, where he transformed its 16,000-employee shared service organization into a highly efficient operation with a focus on automation, business intelligence and labor optimization.
Compensation Arrangements
The Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the following compensation for Mr. Bandrowczak: (a) an annual base salary of $525,000, (b) eligibility for an annual bonus with a target award equal to 100% of base salary, prorated for 2018 employment; and (c) eligibility for a prorated annual long-term incentive award for 2018, with a grant value of $1,312,500, and (d) participation in the Company’s retirement, health and welfare, vacation and other benefit programs. The target grant value for Mr. Bandrowczak’s annual long-term incentive award for 2019 will be $1,750,000.
The Compensation Committee approved the following one-time payment and equity awards to Mr. Bandrowczak in connection with his joining the Company to compensate him for compensation that he will forego from his prior employer: (a) a cash payment of $300,000, to be made within 30 days of his start date, and (b) an equity award of Restricted Stock Units (“RSUs”), expected to be granted on July 1, 2018, with a grant value of $2,200,000 calculated pursuant to the Company’s valuation methodology. The RSUs will fully vest on the second anniversary of the grant.
Mr. Bandrowczak’s employment with the Company is at will.