Amy Schwetz
Xerox HoldingsAbout Amy Schwetz
Amy Schwetz (age 50) is an independent director of Xerox Holdings Corporation, serving since 2024. She is SVP & Chief Financial Officer of Flowserve and holds a B.S. in Accounting from Indiana University. At Xerox, she chairs the Audit Committee and serves on the Compensation & Human Capital Committee; the Board identifies her as an audit committee financial expert and independent under Nasdaq and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Peabody Energy Corporation | EVP & Chief Financial Officer; prior management roles | 2005–2020 | Senior finance leadership across accounting, treasury, IR, FP&A, internal audit, and M&A |
| Ernst & Young | Audit roles | Not disclosed | Early-career public accounting experience |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Flowserve | SVP & Chief Financial Officer | 2020–present | Oversees accounting, tax, treasury, IR, FP&A, internal audit, and M&A |
| Dril-Quip (NYSE: DRQ) | Director; Audit Committee Chair | Sep 2019–May 2024 | Chaired audit committee; public board experience |
| Jesuit Dallas Foundation | Board of Trustees | Not disclosed | Not-for-profit governance |
| Indiana University School of Business | Dean’s Council member | Not disclosed | Advisory role |
Board Governance
- Committee assignments: Audit (Chair), Compensation & Human Capital (member) .
- Independence: Board determined she is independent under Nasdaq and Company guidelines; identified as an audit committee financial expert .
- Committee activity levels (2024): Audit (10 meetings), Compensation & Human Capital (5), Corporate Governance (6), Finance (4). Directors attended ~87% of Board/committee meetings on average; each director attended at least 75% in 2024 .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 10 |
| Compensation & Human Capital | Member | 5 |
| Corporate Governance | Not a member | 6 (Board-wide attendance policy) |
| Finance | Not a member | 4 (Board-wide attendance policy) |
Fixed Compensation
- Director pay program (per Board service year, measured AGM-to-AGM): $85,000 cash retainer and $225,000 annual equity grant (RSUs or DSUs). Committee fees: Audit Chair $35,000; Audit members $15,000; Compensation Chair $30,000; Compensation members $12,500; Corporate Governance Chair $25,000; Finance Chair $20,000; Corporate Governance/Finance members $10,000. Independent Chair receives an additional $100,000 cash and $50,000 equity; compensation cap $750,000 per non-employee director .
- 2024 director compensation (actual paid): She joined at the May 22, 2024 AGM. Cash: $33,125; Stock awards: $225,000; Total: $258,125 .
| Component | Amount ($) |
|---|---|
| Annual Board Cash Retainer | 85,000 |
| Annual Equity Award (RSUs/DSUs, grant-date fair value) | 225,000 |
| Audit Committee Chair Fee | 35,000 |
| Compensation & Human Capital Committee Member Fee | 12,500 |
| Director Compensation Cap (Annual) | 750,000 |
| 2024 Individual Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amy Schwetz | 33,125 | 225,000 | 258,125 |
Notes:
- Equity awards generally vest one year post-grant; RSUs pay in shares within 30 days of vest; DSUs pay 30 days after termination of Board service. Change in control: all DSUs/RSUs vest and are paid in cash as soon as practicable .
- Beginning with the 2025–2026 Board year, directors may elect up to 100% of cash compensation in RSUs/DSUs; dividends equivalent treatment per instrument as disclosed .
Performance Compensation
Directors receive time-vested RSUs/DSUs without performance metrics. Equity vests based on service, not operational targets; dividend equivalents accrue per plan .
| Award Type | Vesting Condition | Payout Form | Performance Metrics |
|---|---|---|---|
| RSUs | One year of Board service | Shares (30 days post-vest) | None disclosed |
| DSUs | One year of Board service | Shares (30 days post-Board exit) | None disclosed |
| Change in Control Treatment | Accelerated vesting | Cash | Not applicable |
Other Directorships & Interlocks
- Current public company boards: None disclosed other than prior Dril-Quip service (ended May 2024) .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation involving Compensation Committee members (including Schwetz) over past three years .
Expertise & Qualifications
- Finance and audit expertise: CFO roles at Flowserve and Peabody; designated audit committee financial expert; Board skills matrix lists Finance as a key specialization for Schwetz .
- Technical and operational oversight experience spanning internal audit, ERM preview, financial reporting integrity, and compliance responsibilities through committee roles .
Equity Ownership
Ownership guidelines and restrictions:
- Stock ownership guideline: 3× the annual Board cash retainer, to be achieved within three years of initial election; directors may use RSUs/DSUs to meet the guideline .
- Prohibitions: Short sales, hedging, trading in puts/calls, and pledging Xerox stock (including margin accounts) prohibited; Rule 10b5-1 plans required for sales; purchases need CLO approval .
Beneficial ownership (as of March 15, 2025):
- Amount Beneficially Owned: 0 shares; Total Stock Interest: 17,397 (includes unvested RSUs/DSUs not eligible to vote until paid) .
| Ownership Metric | Value |
|---|---|
| Beneficially Owned Shares | 0 |
| Total Stock Interest (incl. RSUs/DSUs) | 17,397 |
| Percent of Shares Outstanding | <1% (each director) |
Recent insider filings (Form 3/4) for Amy Schwetz:
| Filing Date | Transaction Date | Form | Security | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-05-24 | 2024-05-22 | Form 4 | Deferred Stock Units | 16,152 | 16,152 | |
| 2025-05-23 | 2025-05-21 | Form 4 | Restricted Stock Units | 44,378 | 44,378 | |
| 2025-06-16 | 2025-05-21 | Form 4/A | Restricted Stock Units (amendment) | 42,134 | 42,134 | |
| 2024-05-24 | 2024-05-22 | Form 3 | Common Stock | — | 0 | |
| 2024-05-24 | 2024-05-22 | Form 3 | Restricted Stock Units | — | 0 |
Notes:
- DSUs are non-voting until paid post-service; RSU counts in May 2025 were amended from 44,378 to 42,134 per Form 4/A .
Governance Assessment
- Strengths: Independent director with deep CFO and audit background; Chair of Audit Committee and member of Compensation & Human Capital; designated audit committee financial expert; robust ownership alignment framework with 3× retainer guideline and clear prohibitions on hedging/pledging .
- Engagement: Board and committees were active in 2024 (audit met 10 times; comp 5). Company reports overall director attendance ~87% and at least 75% for each director; policy encourages directors to attend all committee meetings, fostering cross-committee visibility .
- Compensation mix: For 2024, equity comprised ~87% of her total director compensation ($225k of $258k), signaling alignment with shareholder returns; equity awards time-vest in one year and accelerate to cash upon change in control per plan .
- Interlocks/conflicts: No disclosed related person transactions involving Schwetz; Compensation Committee discloses no interlocks or insider participation among members. Her external CFO position at Flowserve and prior board role at Dril-Quip show broad governance exposure without evident supplier/customer conflicts with Xerox .
RED FLAGS
- Related-party transactions: None disclosed involving Schwetz .
- Hedging/pledging: Prohibited by policy (mitigates alignment risk) .
- Option repricing: Plan prohibits repricing without shareholder approval (mitigates pay structure risk) .
- Attendance: Company discloses minimum 75% attendance met by all directors; no individual attendance concerns flagged .