John Roese
Xerox HoldingsAbout John J. Roese
John J. Roese (age 54) is an independent director at Xerox Holdings Corporation, serving since 2024. He is Chief Technology Officer and Chief AI Officer at Dell Technologies, with a B.S. from the University of New Hampshire and more than 20 patents/patent applications spanning networking, location services, and security . At Xerox, he sits on the Audit and Finance Committees and is designated an “audit committee financial expert”; the Board has affirmed his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | President & Global Chief Technology Officer; Chief AI Officer | 2019–present | Drives future-looking tech strategy and AI; fosters innovation culture |
| Dell Technologies / EMC | Chief Technology Officer | 2012–2019 | Enterprise technology leadership across Dell EMC |
| Nortel; Broadcom; Futurewei; Enterasys; Cabletron Systems | CTO/GM/Technology Leader | Pre-2012 | Senior technology leadership across major telecom/network firms |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Open Secure Software Foundation | Board of Directors | Current board service |
| Purdue Research Foundation / Purdue University Lab to Life | Technology Leaders Advisory Board | Current advisory role |
| ATIS; OLPC; Blade Networks; Pingtel; Nexoya; Bering Media; Cloud Foundry Foundation; NYU Wireless Industry Advisory Board; FCC CSRIC | Board/Industry Roles | Prior industry boards/advisory councils; established speaker and author |
Board Governance
- Committee assignments: Audit (member; Chair is Amy Schwetz), Finance (member; Chair is Scott Letier) .
- Independence: Independent under Nasdaq and company guidelines; only CEO and COO are non-independent .
- Financial expertise: Identified by the Board as an “audit committee financial expert” .
- Attendance/engagement: Board held 14 meetings and committees held 25 in 2024; directors averaged 87% attendance and each attended at least 75%. Practice is for all directors to generally attend all committee meetings, enhancing cross-committee visibility .
- Board skills matrix tags him for technology, M&A/strategy, and business operations expertise .
- Board leadership: Independent Chairman; executive sessions each meeting; 78% independent directors .
Fixed Compensation
| Component | Standard Program Amount | Vesting/Payment Terms | Source |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | Paid quarterly in arrears (from Feb 2024 change) | |
| Annual equity retainer (RSUs or DSUs) | $225,000 | RSUs/DSUs generally vest in one year; RSUs paid in stock ~30 days after vest; DSUs paid ~30 days after board exit | |
| Audit Committee Chair fee | $35,000 | Cash, quarterly | |
| Audit Committee member fee | $15,000 | Cash, quarterly | |
| Compensation & Human Capital Chair fee | $30,000 | Cash, quarterly | |
| Comp & Human Capital member fee | $12,500 | Cash, quarterly | |
| Corporate Governance Chair fee | $25,000 | Cash, quarterly | |
| Finance Chair fee | $20,000 | Cash, quarterly | |
| Corporate Governance/Finance member fee | $10,000 | Cash, quarterly | |
| Annual total compensation cap | $750,000 | Applies to non-employee directors |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| John J. Roese | $27,500 | $225,000 | $252,500 |
Notes:
- Starting with the 2025–2026 board year, directors may elect up to 100% of cash compensation in additional RSUs/DSUs .
- Dividend equivalents accrue only on vested DSUs/RSUs; not credited pre-vesting .
Performance Compensation
Directors do not have performance-linked pay; equity is time-based, supporting retention and alignment.
| Metric | 2024 Equity Vehicle | Grant Value | Vesting | Dividends | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual equity retainer | RSUs or DSUs | $225,000 | 1-year vest; RSUs paid in stock; DSUs paid post-board exit | RSUs receive cash dividends upon vest; DSUs receive dividend equivalents as additional DSUs upon vest | All DSUs/RSUs vest and are paid in cash upon change in control |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (past five years) |
| Committee roles at other public companies | N/A |
| Potential interlocks (competitors/suppliers/customers) | No related-party transactions disclosed involving Roese; Board administers related party policy and reported none tied to directors beyond disclosed financing commitment with entities affiliated with Darwin Deason (not Roese) |
| Prior public company boards | Not disclosed for Roese; none in past five years |
| Private/non-profit/academic boards | See External Roles above |
Expertise & Qualifications
- Technology leadership: CTO and Chief AI Officer roles across large-scale enterprises; Board skills matrix highlights technology, M&A/strategy, and operations .
- Financial oversight: Audit Committee member and SEC-defined “audit committee financial expert” .
- Thought leadership: >20 patents/patent applications; established conference speaker and author .
- Education: B.S., University of New Hampshire .
Equity Ownership
| Holder | Amount Beneficially Owned (Common) | Total Stock Interest | As-of Date |
|---|---|---|---|
| John J. Roese | 0 | 17,397 | March 15, 2025 |
- Ownership %: Each director individually owns <1% of outstanding common shares; directors/executives as a group own ~1.5% .
- Director ownership guidelines: 3× annual cash retainer, to be achieved within 3 years of election; directors may count RSUs/DSUs toward compliance .
- Trading/hedging/pledging: Directors prohibited from hedging, short sales, pledging, and certain derivatives; buys require CLO approval; sales via 10b5-1 plans only .
- Section 16 compliance: Company believes director Section 16 reports were timely in 2024; listed exceptions did not include Roese .
Governance Assessment
- Committee placement and expertise: Roese’s Audit and Finance roles plus “financial expert” designation strengthen oversight of reporting, ERM, capital structure, and derivatives policy .
- Independence and attendance: Independent with strong attendance expectations; Board practice of directors attending most committee meetings supports engagement and cross-functional oversight .
- Alignment: Standardized director pay with equity retainer and ownership guidelines supports shareholder alignment; Roese’s stock interest consists of RSUs/DSUs rather than options, with anti-hedging/pledging restrictions .
- Conflicts/related-party exposure: No related person transactions disclosed for Roese; the proxy’s related-party section reports a financing commitment tied to entities affiliated with Darwin Deason, not Roese . As CTO/Chief AI Officer at Dell, supply/customer overlaps could theoretically arise, but no transactions are disclosed; the Corporate Governance Committee administers a robust related-person policy .
- Board refresh and investor confidence: Six new directors added, including Roese, bringing technology and operations depth aligned to Xerox’s Reinvention; say-on-pay support at 96.24% indicates constructive shareholder engagement and governance stability .
RED FLAGS: None disclosed specific to Roese. No hedging/pledging permitted; no related-party transactions disclosed; attendance expectations met at board level .
Signals to monitor: Any Dell–Xerox commercial arrangements (not currently disclosed) and continuity of Roese’s Audit/Finance committee service through integration of acquisitions (e.g., Lexmark) .