Priscilla Hung
Xerox HoldingsAbout Priscilla Hung
Priscilla Hung (age 58) is an independent director of Xerox Holdings Corporation, serving since 2024. She is Senior Advisor and former President & Chief Operating Officer of Guidewire Software, with prior senior roles at Ariba Technologies and Sun Microsystems; she holds a B.A. in Computer Science from Mills College and an MEng in Operations Research & Industrial Engineering from Cornell University . The Board’s independence determination excludes only the CEO and COO; Hung is independent under Nasdaq rules and Xerox’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidewire Software | President & COO | 2020–2023 | Led operations during growth and cloud transition |
| Guidewire Software | Senior Advisor | 2024–present | Advisory to management |
| Ariba Technologies | Senior roles | Not disclosed | Enterprise software experience |
| Sun Microsystems | Senior roles | Not disclosed | Large-scale tech operations exposure |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Veeva Systems (NYSE: VEEV) | Director | Current (past 5 years) | Audit committee |
| Waystar (NASDAQ: WAY) | Director | Current (past 5 years) | Audit and Compensation committees |
| Ethos Technologies (private) | Director | Current | Not disclosed |
| Vonage Holdings (NYSE: VG) | Director | 2019–2022 (until acquisition) | Nominating & Governance Chair; Audit, Compensation, Technology committees |
Board Governance
- Committees: Member, Corporate Governance Committee (6 meetings in 2024; Chair: Tami Erwin) and Finance Committee (4 meetings in 2024; Chair: Scott Letier) .
- Independence: Board determined Hung is independent under Nasdaq and Xerox guidelines; 78% of nominees are independent .
- Attendance: In 2024, the Board held 14 meetings and committees held 25; directors attended ~87% on average, and each attended at least 75% of Board and committee meetings; all directors generally attend all committee meetings to promote transparency .
- Skills: Board’s skills matrix identifies three key specializations per director; Hung’s highlighted areas include M&A and Strategy, Business Operations, and Reinvention .
Fixed Compensation (Director)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non-employee directors; paid quarterly in arrears |
| Committee chair fees | Audit: $35,000; Comp: $30,000; Gov: $25,000; Finance: $20,000 | Applies to chairs only; Hung is not a chair |
| Committee member fees | Audit: $15,000; Comp: $12,500; Gov: $10,000; Finance: $10,000 | For members other than chair |
| Equity retainer (RSUs/DSUs) | $225,000 grant date fair value | RSUs vest ~1 year; DSUs vest ~1 year, paid after board service ends |
| Annual total cap | $750,000 | Non-employee director cap |
| Hedging/pledging | Prohibited | Includes margin accounts and short sales |
Individual 2024 compensation:
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Priscilla Hung | 26,250 | 225,000 | 251,250 |
Performance Compensation (Director)
| Instrument | Grant date | Fair value | Vesting | Notes |
|---|---|---|---|---|
| RSUs or DSUs | Annual meeting (May 22, 2024 cycle) | $225,000 | RSUs vest in ~1 year; DSUs vest in ~1 year, paid 30 days post-service | Change in control: RSUs/DSUs vest and paid in cash as soon as practicable |
| Dividends | N/A | N/A | Dividend equivalents credited upon vesting; DSUs receive equivalents in DSUs, RSUs receive cash | No dividend equivalents credited pre-vesting |
Other Directorships & Interlocks
- Current public boards: Veeva Systems and Waystar; committee roles present but no disclosed related-party transactions with Xerox .
- Prior public board: Vonage Holdings until 2022 acquisition .
- Private board: Ethos Technologies .
Expertise & Qualifications
- Education: B.A. Computer Science (Mills College); MEng Operations Research & Industrial Engineering (Cornell) .
- Industry/functional expertise: Enterprise software operations, cloud transformation, and scaled business operations; board-identified specializations include M&A & Strategy, Business Operations, and Reinvention .
- Governance experience: Audit, Compensation, Nominating/Governance committee work across multiple public companies .
Equity Ownership
| Holder | Beneficially Owned (Common) | Total Stock Interest | Notes |
|---|---|---|---|
| Priscilla Hung | 0 | 17,397 | DSUs are included in Total Stock Interest but not in beneficial ownership (no voting rights until payout) |
- Ownership guidelines: Directors must hold equity equal to 3x the annual cash retainer, to be achieved within 3 years via RSUs/DSUs; directors have either complied or are working toward compliance within the 3-year window .
- Trading policy: Directors may transact only via Rule 10b5-1 plans for sales and must obtain prior approval to buy; hedging and pledging of Xerox stock are prohibited .
Governance Assessment
- Board effectiveness: Dual committee service (Corporate Governance, Finance) places Hung at the center of director selection/governance, related-party oversight policy administration, and capital/financing oversight; she is not a committee chair, limiting concentration of power while ensuring governance input .
- Independence and attendance: Independent under Nasdaq/Xerox rules; directors achieved at least 75% meeting attendance and ~87% average, supporting engagement; board practice of all directors attending all committee meetings enhances oversight breadth .
- Alignment: Director pay mix balances cash with equity; RSU/DSU vesting and ownership guidelines promote alignment; hedging/pledging bans strengthen alignment with shareholder outcomes .
- Conflicts: Related person transactions disclosure does not identify any involving Hung; policy requires Corporate Governance Committee review, and Hung serves on that committee, with recusals where applicable .
- RED FLAGS: None disclosed specific to Hung—no related-party transactions, pledging/hedging banned, independent status affirmed, and attendance thresholds met .