Ed McLaughlin
Xerox HoldingsAbout Edward G. McLaughlin
Edward G. “Ed” McLaughlin, 59, is an independent director of Xerox Holdings Corporation, first elected in 2024. He serves as President and Chief Technology Officer of Mastercard and sits on Mastercard’s executive committee, with prior roles including Chief Information Officer. He earned a B.A. from the University of Pennsylvania’s Wharton School and is a founding member of the Harvard Kennedy School’s Council on the Responsible Use of AI; his recognitions include the Forbes CIO Innovation Award (2019) and induction into the CIO Magazine Hall of Fame (2024).
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Mastercard | President & Chief Technology Officer; member of executive committee | Since 2017 | Oversees global payments network, enterprise platforms, technology infrastructure/operations, information security, and global tech hubs |
| Mastercard | Chief Information Officer | Prior to 2017 (date not specified) | Directed development of products and services |
| Metavante (now FIS) | Group VP, Products & Strategy (joined via Paytrust acquisition) | Joined 2002 | Product and strategy leadership |
| Paytrust | Co‑founder & Chief Executive Officer | Prior to 2002 | Online payments company acquired by Metavante |
| LogicWorks, Inc. | EVP, Products & Marketing | Prior to Paytrust | Data modeling software leadership |
External Roles
| Organization | Role/Type | Tenure/Notes |
|---|---|---|
| Public company directorships (past 5 years) | None | No other U.S.-listed public boards disclosed |
| Harvard Kennedy School | Founding member, Council on the Responsible Use of AI | Governance and AI ethics engagement |
| Industry recognition | Forbes CIO Innovation Award (2019); CIO Magazine Hall of Fame (2024) | Technology leadership accolades |
Board Governance
- Committee assignments: Member, Compensation & Human Capital Committee; Member, Corporate Governance Committee.
- Independence: The Board determined all nominees other than the CEO and COO are independent under Nasdaq and company standards; this includes McLaughlin. Board composition is currently ~78% independent.
- Attendance/engagement: In 2024, the Board held 14 meetings and committees held 25; directors attended ~87% in aggregate, and each director attended at least 75% of meetings of the Board and committees on which they served. The Board generally has directors attend all committee meetings to enhance information flow.
- Leadership/executive sessions: Xerox separates the Chairman and CEO roles, with an independent Chairman. Each regularly scheduled Board meeting includes an executive session with all directors and the CEO and a separate session with only independent directors.
Fixed Compensation
Director compensation framework (non‑employee directors; 2024 program):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $85,000 per board year (paid quarterly in arrears) |
| Annual equity retainer | $225,000 grant date fair value in RSUs (default) or DSUs if elected; one‑year vest; DSUs paid 30 days after end of Board service |
| Chair adders | Independent Chairman: +$100,000 cash and +$50,000 equity |
| Committee chair fees | Audit: $35,000; Compensation & Human Capital: $30,000; Corporate Governance: $25,000; Finance: $20,000 |
| Committee member fees | Audit member: $15,000; Corporate Governance/Finance member: $10,000 |
| Form of payment | Cash paid quarterly; beginning with 2025–2026 board year, directors may elect up to 100% of cash compensation in additional RSUs/DSUs |
| Vesting/CoC | RSUs/DSUs vest after one year; on change in control, all DSUs/RSUs vest and are paid in cash as soon as practicable |
| Cap | Annual total director pay capped at $750,000 |
| Dividend treatment | Vested DSUs accrue dividend equivalents in DSUs; vested RSUs receive cash dividends; no dividend equivalents before vest |
Ed McLaughlin – 2024 director pay (pro‑rated first year):
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 26,875 |
| Stock awards (RSU/DSU grant date fair value) | 225,000 |
| Total | 251,875 |
Notes:
- McLaughlin joined the Board effective May 22, 2024, which explains pro‑ration of cash fees for 2024.
- Director stock ownership guideline: 3× annual board cash retainer, to be achieved within 3 years of initial election; hedging and pledging are prohibited.
Performance Compensation
Directors do not receive performance‑conditioned equity; the annual equity retainer vests based on service (one year). No revenue/EBITDA/TSR metrics or options are used for director pay in 2024.
| Performance Metric for Director Equity | Target/Weight | 2024 Design |
|---|---|---|
| None (time‑vested RSUs/DSUs only) | N/A | RSUs/DSUs vest after one year of service; no performance metrics apply |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None disclosed for McLaughlin |
| Compensation Committee interlocks | The company reports no compensation committee interlocks or insider participation; no member (including McLaughlin) was an officer/employee of Xerox; and no reciprocal executive‑director relationships were disclosed. |
Expertise & Qualifications
- Senior technology executive with oversight of Mastercard’s global payments network, enterprise platforms, and information security; prior CIO experience at Mastercard.
- Fintech/enterprise software operating background (Paytrust co‑founder/CEO; roles at Metavante/FIS and LogicWorks).
- Governance/AI ethics involvement as a founding member of the Harvard Kennedy School Council on Responsible Use of AI.
- Recognized technology leader (Forbes CIO Innovation Award 2019; CIO Magazine Hall of Fame 2024).
Equity Ownership
| Holder | Beneficially Owned (Common) | Total Stock Interest (incl. RSUs/DSUs/options) | % of Class |
|---|---|---|---|
| Edward G. McLaughlin | 0 | 16,152 | <1% |
Notes:
- Directors may hold DSUs that do not convey voting rights until payout; such DSUs are included in “Total Stock Interest” but excluded from “Amount Beneficially Owned.”
- Director stock ownership guideline: 3× annual board cash retainer within 3 years of joining; directors not yet at 3 years are working toward compliance. Hedging and pledging of Xerox stock are prohibited.
Governance Assessment
- Strengths: Independent director with deep technology and cybersecurity expertise; seats on Compensation & Human Capital and Corporate Governance committees place him at the center of pay design and governance oversight. The Board is majority independent (78%), with an independent Chairman and regular executive sessions—hallmarks of good practice. 2024 say‑on‑pay support was 96.24%, signaling strong shareholder confidence in compensation oversight. Directors met at least the 75% meeting attendance threshold, and the Board encourages cross‑committee attendance to improve oversight.
- Alignment: Director pay combines cash with equity that vests over one year, and directors are subject to meaningful ownership guidelines (3× retainer) with anti‑hedging/anti‑pledging provisions—factors supportive of alignment with shareholders.
- Potential watch items: Board average tenure is ~2.2 years due to significant refreshment, which can reduce institutional memory in the near term, though it also brings fresh perspectives. Related‑party exposure disclosed around financing commitments from an affiliate of a different director (Letier/Deason), not involving McLaughlin, underscores the need for continued vigilance by the Corporate Governance Committee which McLaughlin sits on.
No related‑party transactions involving Ed McLaughlin were disclosed in the latest proxy; the related‑party item disclosed pertains to a commitment fee paid to DCS Finance, LLC (affiliated with director Scott Letier/Darwin Deason) in connection with the pending Lexmark acquisition financing.
The Board determined McLaughlin is independent under Nasdaq rules and company standards.