Nichelle Maynard-Elliott
Xerox HoldingsAbout Nichelle Maynard-Elliott
Independent director (since 2021) and Chair of Xerox’s Compensation & Human Capital Committee; member of the Audit Committee. Previously Executive Director, Mergers & Acquisitions at Praxair, Inc., where she advised on Praxair’s ~$90B merger with Linde. Education: B.A. in Economics (Brown University); J.D. (Columbia University School of Law). Age: 56. Core credentials: M&A execution, governance, finance; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Praxair, Inc. (now Linde plc subsidiary) | Executive Director, M&A (joined Praxair in 2003; Exec Dir M&A 2011–2019) | 2003–2019 (Exec Dir M&A: Jul 2011–May 2019) | Led global deals; advised on ~$90B Linde merger (2018) |
| Kelley Drye & Warren; Pryor Cashman; Weil, Gotshal & Manges | Associate (early career) | — | Corporate/M&A legal experience |
External Roles
| Company/Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Lucid Group, Inc. (NASDAQ: LCID) | Independent Director | 2021–present | Compensation, Audit, and Nominating & Corporate Governance Committees |
| Element Solutions Inc (NYSE: ESI) | Independent Director | Aug 2018–Jun 2024 | Board service concluded June 2024 |
| The Advisor’s Inner Circle Fund III (and affiliated trusts) | Trustee | — | Chair, Governance Committee |
Board Governance
- Committee assignments (2024 service year): Chair, Compensation & Human Capital Committee (5 meetings); Member, Audit Committee (10 meetings). Audit Committee designates Ms. Maynard‑Elliott as an “audit committee financial expert.”
- Independence: Xerox’s Board has deemed all nominees except the CEO and COO to be independent; 78% of the Board is independent. Ms. Maynard‑Elliott is independent.
- Attendance and engagement: In 2024 the Board held 14 meetings and committees held 25; directors attended ~87% of Board/committee meetings on average and each director met at least 75%. Practice of all directors generally attending all committee meetings promotes cross-committee visibility.
- Shareholder engagement: As Committee Chair, she participated in outreach; Xerox contacted holders of ~62% of shares and engaged ~41% in 2024. 2024 say‑on‑pay support was 96.24%.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $32,500 | Cash retainer and committee fees paid quarterly in arrears |
| Stock Awards (RSUs/DSUs) | $225,000 | Annual director equity grant; vests after 1 year |
| Total | $257,500 | 2024 director compensation (non‑employee) |
Additional program features:
- Standard annual cash retainer $85,000 and annual equity award $225,000 for non‑employee directors; committee chair/member fees apply (Compensation Chair $30,000; Audit member $15,000); cap of $750,000 total director pay. Beginning 2025–2026, directors may elect to receive up to 100% of cash in RSUs/DSUs.
- Equity vehicles: RSUs typically vest after one year; DSUs vest after one year but pay out at separation. Change‑in‑control: all director RSUs/DSUs accelerate and are paid in cash as soon as practicable post‑CIC.
Performance Compensation
Directors are not granted performance‑based equity at Xerox; annual equity is in RSUs/DSUs with time‑based vesting. No annual bonus, options, or PSUs are used for director pay.
| Performance Metric | Weighting | Payout Scale | Applicable to Directors? |
|---|---|---|---|
| N/A (Directors) | — | — | Not applicable (no director performance plan) |
Other Directorships & Interlocks
- Current public boards: Lucid Group, Inc. (Compensation; Audit; Nominating & Corporate Governance).
- Recent past: Element Solutions Inc (ended June 2024).
- Fund governance: Trustee and Governance Committee Chair at The Advisor’s Inner Circle Fund III (and affiliates).
- Compensation committee interlocks: Xerox discloses no interlocking relationships or insider participation for its Compensation & Human Capital Committee members.
Expertise & Qualifications
- Education: B.A. in Economics (Brown University); J.D. (Columbia).
- Functional expertise: M&A strategy and execution; board‑level compensation governance; audit/financial literacy (SEC “audit committee financial expert” designation).
- Notable transactions: Advised on Praxair’s ~$90B combination with Linde (2018).
Equity Ownership
| As of March 15, 2025 | Amount |
|---|---|
| Beneficially Owned Shares (Common) | 0 |
| Total Stock Interest (incl. DSUs/RSUs not yet voteable) | 83,895 |
Additional alignment policies:
- Director stock ownership guideline: value equal to 3x annual Board cash retainer, to be achieved within 3 years of joining; may be satisfied via RSUs/DSUs. Company states each director has either complied or is within the 3‑year window and working toward compliance.
- Hedging and pledging: Prohibited for directors; short sales and options trading also prohibited.
Governance Assessment
- Board effectiveness: As Chair of Compensation & Human Capital, Ms. Maynard‑Elliott oversaw 2024 plan design changes aligning incentives with Xerox’s “Reinvention,” including increasing Adjusted EBITDA weighting in the annual MIP to 90% and redesigning LTIP to 50% PSUs tied to adjusted operating income improvement with an rTSR modifier. Her chair letter outlines rationale and shareholder feedback integration; robust 2024 say‑on‑pay support (96.24%) signals investor confidence in the program.
- Independence and financial oversight: Independent director, Audit Committee member, and designated audit committee financial expert—collectively support strong oversight of financial reporting and pay‑for‑performance linkage.
- Attendance and engagement: Board/committee meeting cadence was high in 2024 (14 Board; 25 committees) with strong overall attendance and broad director participation in committee meetings—indicative of active oversight.
Potential conflicts and red flags:
- Related‑party/transactions: Xerox’s related‑person transactions policy is administered by the Corporate Governance Committee; the proxy discloses certain Deason‑affiliated financing commitments but does not identify Ms. Maynard‑Elliott in any related‑person transactions.
- Hedging/pledging: Prohibited for directors (policy‑level control).
- Committee interlocks: None reported for Compensation & Human Capital Committee.
- RED FLAGS: None disclosed specific to Ms. Maynard‑Elliott in the 2025 proxy.
Overall implication: Ms. Maynard‑Elliott brings deep M&A expertise and strong governance credentials, chairs a key committee aligned with investor priorities, and operates within robust independence and ownership‑alignment frameworks—supportive of investor confidence.