Xerox

May 21

John Visentin, Vice Chairman and CEO of Xerox Holdings, had a total disclosed compensation of $18,144,360 in 2020, including a supplemental grant of restricted stock units valued at over $6 million dollars. According to the proxy statement:

“…the 2020 Supplemental RSUs were granted in December 2020 to reflect the portion of the 2019 and 2020 E-LTIP PSU awards that the Compensation Committee believed to be permanently adversely impacted by the effects of the COVID-19 pandemic on the Company’s 2020 business operations and financial results.”

While the Compensation Committee apparently felt such an award “was a necessary and reasonable response,” shareholders have frowned on such adjustments this year – with many voting against compensation at companies that have taken similar actions. Many may find the situation at Xerox particularly problematic given the company’s recent compensation decisions. In 2018, the company (then known simply as Xerox) awarded Visentin a $10 million sign-on award that vested after less than a year that resulted in a failed vote (59.8% of shareholders voting against pay) in 2019, a year with far fewer failed say on pay votes than we have seen this year.

In addition to the extra award of shares the board gave Visentin in 2020 they provided him with a “leadership retention award” of $900,000 in cash.

The median employee to CEO pay ratio was 233:1. In an attempt to make the ratio look like a more reasonable 145:1 the company also does a calculation in which the supplemental pay is stripped out from the equation. In doing so, Xerox discloses that median bonus for employees in 2020 was $456. Thus we can calculate the bonus ratio: Visentin’s COVID supplemental pay of over $6.9 million was equal to the bonuses of 15,131 median employees combined.