John Bruno
Xerox HoldingsAbout John Bruno
John G. Bruno is 60 years old and has served on Xerox’s Board since 2024; he joined Xerox in 2022 and is currently President and Chief Operating Officer, responsible for Print, Digital Services, and IT Solutions . The Board has determined that he is not independent under Nasdaq and company guidelines because he is a serving executive officer . He previously served as COO of Aon and CEO of its Data & Analytics Services (2014–2021) and held senior roles at NCR (2008–2014), Goldman Sachs, Merrill Lynch, Cisco, and UPS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox | President & COO; Director | Joined 2022; Director since 2024 | Oversees Print, Digital Services, IT Solutions |
| Aon | COO; CEO of Data & Analytics Services | 2014–2021 | Enterprise operations and analytics leadership |
| NCR | President, Industry & Field Ops; EVP Corp Dev | 2008–2014 | Operations and M&A/corporate development |
| Storm Ventures LLC | CEO | Prior to joining Xerox (date not specified) | Investment/operating leadership |
| Goldman Sachs; Merrill Lynch; Cisco; UPS | Senior leadership roles | Not disclosed | Technology/operations/financial services exposure |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Global Payments (NYSE: GPN) | Director | Current (past 5 years) | Chair, Compensation; Member, Technology |
| Valor Latitude Acquisition Corp. (NASDAQ: VLAT) | Director | 2022–May 2023 | Compensation; Audit; Nominating & Governance |
Board Governance
- Independence: Not independent (management director) .
- Committee assignments: Not listed as a member of Audit, Compensation & Human Capital, Corporate Governance, or Finance Committees; those committees are comprised entirely of independent directors (members listed exclude Bruno) .
- Attendance: In 2024, the Board held 14 meetings and committees held 25; each director attended at least 75% of meetings; directors overall averaged ~87% attendance .
- Leadership structure: No Lead Independent Director because Xerox has an independent Chairman; all committee fees and structure disclosed for non-employee directors .
- Board independence mix: 78% of director nominees are independent .
- Director elections (support levels): 2024 “For” votes for Bruno were 93,387,937 versus 2,105,187 “Against”; in 2025 “For” were 75,949,543 versus 1,813,909 “Against” .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $850,000 | 2024 annual base salary |
| Salary (paid; SCT) | $816,667 | Salary reported in Summary Compensation Table (SCT) |
| Target MIP % of Salary | 150% | Target increased from 125% to 150% effective May 1, 2024 |
| Target MIP ($) | $1,275,000 | Based on 150% of $850,000 |
| Actual MIP Payout Factor | 70.0% | Negative discretion applied from formulaic 89.7% |
| Actual MIP Payout ($) | $857,500 | Consistent with 70% of $1,275,000 target |
| All Other Compensation | $10,350 | SCT “All Other” |
Directors who are company employees receive no additional director retainers or equity for board service; accordingly, Bruno received no separate director compensation in 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Units (Target) | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (2024 LTIP) | 3/11/2024 | 213,397 | $3,600,007 | 33.33%/33.33%/33.34% over 3 years from grant | Time-vested equity |
| PSUs (2024 LTIP) | 3/11/2024 | 213,397 (target) | $3,903,031 | Cliff vest at 3 years (performance-based) | Adjusted Operating Income Improvement with ±25% Relative TSR modifier vs S&P 600 Information Technology Index |
Performance and payouts (MIP 2024):
| Measure | Weight | Threshold | Target | Max | Actual Result | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 90% | $350M | $700M | $800M | $503M | 71.9% | 64.7% |
| ESG | 10% | — | — | — | 250% | 250.0% | 25.0% |
| Total (formulaic) | 100% | — | — | — | — | 89.7% | 89.7% |
| Final Payout (after discretion) | — | — | — | — | — | 70.0% | 70.0% |
Additional realized equity in 2024:
- Shares vested in 2024: 132,717; value realized $1,377,062 (includes RSUs/PSUs, net of taxes) .
Other Directorships & Interlocks
| Company | Potential Interlock/Notes |
|---|---|
| Global Payments (GPN) | External board role; no Xerox-related party transactions disclosed involving Bruno; chair of GPN Compensation Committee and member of Technology Committee . |
| Valor Latitude Acquisition Corp. (VLAT) | Former SPAC directorship (through May 2023) with compensation, audit, and nom/gov committee service . |
Expertise & Qualifications
- Technology and operations leadership across Aon and NCR; Board Skills Matrix identifies Bruno with Technology, Business Operations, and Reinvention specialties .
- M&A and corporate development experience (EVP Corporate Development at NCR) .
- Current compensation governance experience (Compensation Committee chair at GPN) .
Equity Ownership
| Item | Amount/Status | As-of |
|---|---|---|
| Beneficially Owned Shares | 234,775 | March 15, 2025 |
| Total Stock Interest (incl. options/RSUs/PSUs not yet exercisable/payable) | 413,497 | March 15, 2025 |
| Ownership as % of Outstanding | <1% | Each director and officer individually <1%; group ~1.5% |
| Unvested RSUs | 285,226 (MV $2,404,455 at $8.43) | Dec 31, 2024 |
| Unearned PSUs (target) | 330,529 (MV $2,786,359 at $8.43) | Dec 31, 2024 |
| RSU Vesting | 33/33/34 annual tranches | 2023 and 2024 grants |
| PSU Vesting | 3-year performance period with cliff vest | 2024/2023 PSU cycles |
| Stock Ownership Guidelines | 3x base salary for NEOs; NEOs must retain 50% of net shares until guideline met | Policy |
| Compliance Status | As of March 31, 2025, all 2024 NEOs met ownership requirements | March 31, 2025 |
| Hedging/Pledging | Prohibited for executives and directors | Policy |
Recent insider transactions (Form 4):
- 2025-05-21: Award of 544,268 RSUs; post-transaction ownership reported at 722,990 (direct) .
- 2025-05-23: Open-market purchase of 25,000 shares at $4.38; post-transaction ownership 259,775 (direct) .
Governance Assessment
-
Strengths
- Notable alignment via high at-risk pay: average other NEOs’ target pay 88% “at-risk”; Bruno’s program includes sizeable PSU/RSU mix with performance tied to Adjusted Operating Income Improvement and Relative TSR modifier .
- Clear clawback framework complying with SEC/Nasdaq; recoupment for restatements (36 months) and for “detrimental activity”; anti-hedging/anti-pledging policies in place .
- Ownership alignment: 3x salary guideline for NEOs met as of March 31, 2025; mandatory post-vesting holding until compliance achieved .
- Attendance and engagement: directors met at least 75% attendance; robust shareholder outreach; say‑on‑pay support in 2024 was ~96% of votes cast (2024 cycle), and 2025 results showed strong “For” votes (73.2M “For” vs 4.45M “Against”) .
-
Watch items / potential red flags
- Non-independence: As a serving President & COO, Bruno is not independent; he is not seated on independent board committees, which aligns with best practice but reduces the number of independent voices on the Board .
- Increased target bonus: His MIP target rose from 125% to 150% of salary in 2024, elevating potential cash payouts; Committee applied negative discretion on 2024 MIP payouts, mitigating windfall risk .
- Significant equity grants: Large multi‑year PSU/RSU grants increase dilution sensitivity; however, plan prohibits repricing and uses double‑trigger CIC vesting for employees, with 280G cutback rather than gross‑up .
- Related-party: No related‑party transactions disclosed for Bruno; policy requires Corporate Governance Committee review of any such items; example disclosures in 2025 proxy relate to other parties (e.g., DCS Finance) .
Net takeaway: Bruno is a deeply experienced operator with relevant technology and transformation credentials and meaningful equity exposure. As a management (non‑independent) director, his lack of committee roles limits potential conflicts, while ownership, anti‑hedging, and clawback policies support alignment. Monitor evolving pay mix (higher bonus target and LTIP sizing) and further Form 4 activity for additional alignment signals or concerns .
Director Compensation (Context for non-employee directors)
| Element | Amount |
|---|---|
| Annual Cash Retainer (non-employee) | $85,000 |
| Annual Equity Retainer (non-employee) | $225,000 (RSUs or DSUs) |
| Committee Chair Fees | Audit $35,000; Comp & Human Capital $30,000; Corporate Governance $25,000; Finance $20,000 |
| Committee Member Fees | Audit $15,000; Comp & Human Capital $12,500; Corporate Governance $10,000; Finance $10,000 |
| Independent Chair Premium | $100,000 cash + $50,000 equity |
| Cap | $750,000 annual cap per non‑employee director |
As an employee director, Bruno received none of the above director fees .
Employment & Contract Protections (Selected)
- Change-in-control severance: Two times (2x) base salary plus target annual incentive; 18–24 months of welfare benefits; reasonable legal fees; equity fully vests under the equity plan definitions; 280G “cutback” if it increases net after-tax proceeds (i.e., no excise tax gross‑ups) .
- Equity plan protections: Double‑trigger vesting on CIC for employees; directors’ awards vest upon CIC and are paid in cash; no repricing without shareholder approval .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay: ~96.24% of votes cast in favor; broad investor outreach with Compensation Committee chair participation .
- 2025 Say‑on‑Pay (covering 2024 comp): 73,182,449 “For”; 4,450,399 “Against”; 313,225 “Abstain”; non‑votes 18,261,684 .
Related-Party Transactions & Policies
- The Corporate Governance Committee administers a robust review of related-person transactions under Item 404(a); directors and family members are screened, and none of executives’ relatives earned >$120,000 at Xerox in 2024 .
- No Bruno-related transactions are disclosed in the latest proxy .
Summary Compensation (SCT) Snapshot
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 816,667 | 7,503,038 | 857,500 | 10,350 | 9,187,555 |
| 2023 | 750,000 | 4,499,898 | 2,064,188 | 31,223 | 7,345,309 |
| 2022 | 99,432 | 3,000,003 | — | 938 | 3,100,373 |
RED FLAGS
- Non‑independent board status (management director) .
- Elevated bonus target in 2024 (125% → 150% of salary) increasing guaranteed compensation opportunity if targets are unchanged; mitigated by negative discretion in 2024 payout .
- Significant equity grant sizing and potential dilution; though plan includes no-repricing, double‑trigger CIC, and clawbacks .