Robert Pryor

About Robert Pryor

Robert Pryor (age 66) joined XBP’s board in connection with the restructuring, as one of four creditor‑designated nominees; the appointments were disclosed in an August 4, 2025 Form 8‑K. He is a Senior Advisor to NTT DATA and retired as CEO of NTT DATA Services in 2024; prior roles include CEO of Fujitsu Americas and senior leadership positions at EDS, EY, Capgemini, HP, and Genpact. He holds an MBA from the University of North Texas, a BBA in finance and accounting from the University of Texas at Austin, and completed Northwestern Kellogg’s Executive Development Program . The board was expanded to seven directors as part of the Plan, with a lead independent director to be selected from independent directors after the restructuring .

Past Roles

External Roles

Board Governance

• Board structure and refresh: In the restructuring, XBP increased board size to seven and filled four seats (including Pryor) via a one‑time designation right of the Consenting Creditors; Messrs. Akins and Clark resigned. A lead independent director will be selected from independent directors by board majority post‑closing .
• Committee memberships (current): Not disclosed in the post‑appointment 8‑K. Pre‑restructuring committees were: Audit (Reynolds—Chair, Clark, Akins), Compensation (Clark—Chair, Reynolds, Akins), and Nominating & Corporate Governance (Reynolds—Chair, Clark, Akins) . These require reconstitution after Akins/Clark resignations.
• Independence: Pre‑restructuring, all directors except the Executive Chair (Chadha) and CEO (Jonovic) were deemed independent under Nasdaq rules . Pryor’s independence designation was not explicitly stated in the August 4, 2025 8‑K .
• Board/committee attendance: For FY2024, the board met five times; each director then serving attended at least 75% of aggregate board and committee meetings. Pryor joined after FY2024, so attendance data not yet applicable .
• Executive sessions: Non‑management directors meet periodically in executive session without management .

Fixed Compensation

• Non‑employee director compensation policy (FY2024, last disclosed):
  • Annual cash retainer: $60,000
  • Committee fees (annual):
    • Audit: Chair $20,000; Member $10,000
    • Compensation: Chair $10,000; Member $5,000
    • Nominating & Corporate Governance: Chair $8,000; Member $4,000

Note: No updated director fee schedule was disclosed in the August 4, 2025 8‑K; the 2024 policy would apply unless revised. Stock plan share availability for grants was increased pursuant to Proposal 6 and the restructuring mechanics .

Performance Compensation

• Annual equity for non‑employee directors: Equity award with target grant date fair value of $140,000 (subject to the 2024 Stock Incentive Plan and shareholder approval); the policy does not specify performance metrics for director equity awards (described as annual board membership equity) .

Other Directorships & Interlocks

Expertise & Qualifications

• Global IT services leadership: CEO roles at NTT DATA Services and Fujitsu Americas; senior roles at EDS, EY, Capgemini, HP, and Genpact .
• Transformation/integration experience: Chief Integration Officer experience at NTT DATA Services .
• Education: MBA (University of North Texas), BBA Finance/Accounting (UT Austin), Kellogg Executive Development Program .

Equity Ownership

• Beneficial ownership: The FY2025 proxy beneficial ownership table predates Pryor’s appointment; his XBP holdings were not disclosed there . No post‑appointment Section 16 ownership/trade data was included in the August 4, 2025 8‑K .

Governance Assessment

• Signals supportive of investor confidence:

  • Board refresh under the Plan adds operators with domain depth (e.g., Pryor’s IT services pedigree) and contemplates appointment of a Lead Independent Director post‑closing .
  • Audit Committee charter includes oversight of related‑party transactions and internal controls, an important safeguard given recent restructuring complexity .
  • Director pay mix includes a significant equity component ($140k equity vs. $60k cash retainer), aligning director incentives with shareholders .

• Key watch items and potential red flags:

  • Appointment source: Pryor was one of four directors designated by the Consenting Creditors—positive for creditor alignment but monitor for balance among shareholder constituencies .
  • Company‑level related‑party context: Extensive affiliations to Exela Technologies (ETI) and family ties at the executive/board level were disclosed (not specific to Pryor), increasing the need for strong independent oversight and related‑party governance .
  • Poison pill adoption: A Shareholder Rights Agreement with a 30% trigger and ~18‑month term was planned/implemented as part of the Restructuring; while protective against hostile accumulations, it can be seen as entrenching—board should articulate clear rationale and sunset discipline .
  • Internal control and going‑concern risks in acquired BPA Group: Material weaknesses and “substantial doubt” disclosures heighten the importance of audit oversight by financially literate independent directors .

Overall: Pryor brings relevant operating depth in global IT and integration that should enhance board effectiveness during post‑bankruptcy integration. Independence determination, committee placement, and any overlaps with NTT DATA should be monitored through the Audit Committee’s related‑party review process as committees are reconstituted .

Director Compensation Summary (for reference)

Attendance and Engagement

• FY2024 board and committee attendance (for the then‑serving directors): each director attended at least 75% of meetings; Pryor’s service commenced after FY2024 .
• Annual meeting participation: XBP encourages director attendance at the Annual Meeting .

Notes on Disclosure Gaps

• Committee assignments for Pryor post‑appointment were not disclosed in the August 4, 2025 8‑K; expect an update when the board reconstitutes committees .
• No Form 3/4 ownership filings for Pryor were included in the documents reviewed; beneficial ownership table pre‑dates his appointment .