| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 17, 2024, the Company announced that Xavier Heiss, Executive Vice President and Chief Financial Officer of Xerox Holdings Corporation and Xerox Corporation (collectively, the “Company”), will retire from the Company effective January 31, 2025. His decision to retire is not due to any disagreement with the Compa
ny.
Effective February 1, 2025, Mirlanda Gecaj, the Company’s Vice President and Chief Accounting Officer (Principal Accounting Officer), will succeed Mr. Heiss as Vice President and Chief Financial Officer. A transition plan to ensure an orderly transition of responsibilities from Mr. Heiss to Ms. Gecaj is in effect. The Company is in the process of searching for a successor Chief Accounting Officer. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference into this Item 5.02.
On September 16, 2024, Xerox Corporation entered into a letter agreement (the “Offer Letter”) with Ms. Gecaj setting forth the terms of her promotion to Executive Vice President and Chief Financial Officer effective as of February 1, 2025. Pursuant to the Offer Letter, Ms. Gecaj is entitled to an annual base salary of $550,000 and is eligible to receive an annual bonus pursuant to the Company’s Management Incentive Plan, with her annual payout targeted at 100% of her base salary. Further, Ms. Gecaj will be eligible to receive an annual long-term incentive (“LTI”) award for 2025, with a target grant date fair value of $2,000,000, and will be eligible for additional LTI awards in future years at the discretion of the Company’s Compensation Committee. In lieu of severance pursuant to her current change in control severance agreement, Ms. Gecaj will also be eligible for severance benefits under the Company’s Officer Severance Program, which was filed with the Securities and Exchange Commission as Exhibit 10(a) to Xerox’s Annual Report on
Form 10-K for
the fiscal year ended December 31, 2022.
Ms. Gecaj, 50, has served as the Company’s Vice President and Chief Accounting Officer (Principal Accounting Officer) since May 2022. She joined the Company from Element Solutions Inc. (NYSE: ESI), a global diversified specialty chemicals company, where she served as Vice President, Global Shared Service Strategy from 2019 to 2022 and Head of Internal Audit from 2017 until 2019. Prior to that, Ms. Gecaj held various positions at PricewaterhouseCoopers from 2002 until 2016, serving most recently as Assurance Senior Manager. Ms. Gecaj holds a Bachelor of Science degree in Public Accounting from Mercy College (New York) and a Bachelor of Science degree in Business Administration from the University of Tirana (Albania). She is a Certified Public Accountant, licensed in the State of New York and the State of Connecticut.
There are no family relationships between Ms. Gecaj and any director, director nominee, or executive officer of the Company, and Ms. Gecaj does not have an interest in any transaction that would be reportable under Item 404(a) of Regulation
S-K.
| Financial Statements and Exhibits |
(d)
