Scott Letier

About Scott Letier

Independent Chairman of the Board of Xerox Holdings Corporation; age 64; director since 2018. He is Chief Investment Officer and Managing Director of Deason Capital Services, LLC (DCS) and previously served as Managing Director of JFO Group; earlier career includes private equity investing, CFO roles, and Ernst & Whinney audit. Education: B.B.A. (Accounting), Southern Methodist University – Cox School of Business. The Board deems him independent; he serves as Finance Committee Chair and Corporate Governance Committee member, and is the “Deason Designee” under a 2021 Nomination and Standstill Agreement.

Past Roles

External Roles

Board Governance

• Roles and committees: Independent Chairman of the Board; Finance Committee Chair; Corporate Governance Committee member. Xerox maintains a separated Chair/CEO structure; all standing committees are fully independent.
• Independence: Board determined all nominees other than the CEO and COO are independent; determinations consider relationships including those covered by the Nomination Agreement.
• Nomination agreement: Letier serves as the “Deason Designee” under the January 26, 2021 Nomination and Standstill Agreement with Darwin Deason; if Deason’s net long position falls below 9,919,295 shares, the designee must resign; the company must notify Deason each year whether the designee will be nominated.
• Attendance and engagement: In 2024, the Board held 14 meetings and committees held 25; directors attended ~87% on average, and each director attended at least 75% of meetings of the Board and committees on which they served. Executive sessions are held at regularly scheduled meetings (including independent-only sessions).

Fixed Compensation

• Director pay program (board service year basis): $85,000 annual cash retainer; $225,000 annual equity (RSUs by default, DSUs optional). Independent Chairman receives an additional $100,000 in cash and $50,000 in equity; committee chair/member fees: Audit Chair $35,000; Audit member $15,000; Compensation Chair $30,000; Compensation member $12,500; Governance Chair $25,000; Finance Chair $20,000; Governance/Finance member $10,000. Annual cap per non-employee director: $750,000. From 2025-2026 service year, directors can elect up to 100% of cash compensation in RSUs/DSUs.
• 2024 actual director compensation for Scott Letier (calendar 2024): $53,750 cash; $225,000 stock awards; total $278,750. Awards are RSUs or DSUs with grant-date fair value per FASB ASC 718; RSUs/DSUs generally vest after one year (DSUs paid after board service ends).

Performance Compensation

• Structure: Non-employee director equity is time-based (no performance metrics). RSUs vest in one year and settle in shares within 30 days; DSUs vest in one year and settle 30 days post-termination of board service. Dividend equivalents accrue only upon vesting and are paid in additional DSUs (for DSUs) or cash (for RSUs). No option awards were granted to directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, M&A/strategy, and business operations expertise; the board skills matrix identifies Finance and Business Operations among Letier’s key skills. Background includes decades in private equity/CFO roles and audit training at Ernst & Whinney.

Equity Ownership

Potential Conflicts & Related-Party Exposure

• Deason affiliation: Letier is CIO/MD at DCS and serves as the Deason Designee under the 2021 Nomination Agreement; Darwin Deason beneficially owns 12.2% of common (including preferred convertibles).
• Related financing for Lexmark deal: Letier is a Manager at DCS Finance, LLC (affiliated with Deason). In connection with the Lexmark acquisition, DCS Finance, LLC and Christy 2017, LP committed to provide $250 million of senior unsecured notes to Xerox; DCS Finance received a $375,000 commitment fee.
• Process mitigants: Related person transactions are reviewed under a formal policy; the Corporate Governance Committee administers the policy, and no member may participate in reviewing a transaction in which he or she is a “related person.” Independence determinations consider all relevant facts, including relationships under the Nomination Agreement.

RED FLAGS

• Affiliation with controlling shareholder’s entities (DCS/DCS Finance) alongside service as independent Chairman and Finance Committee Chair presents a potential appearance of conflict, particularly given the related-party financing commitment for the Lexmark acquisition (commitment fee paid to DCS Finance). Governance processes (recusal and committee policies) and board independence determinations are disclosed, but investors may scrutinize transaction oversight and recusal rigor.

Say-on-Pay & Shareholder Feedback (context)

• 2024 say-on-pay approval: ~96.24% of votes cast supported executive compensation; the Board reports ongoing shareholder outreach on compensation and governance topics.

Governance Assessment

• Strengths

  • Independent Chair structure separates oversight from management; all standing committees are independent. Letier chairs Finance and sits on Corporate Governance, aligning with his finance and governance background.
  • Engagement and attendance metrics (87% average; all ≥75%) indicate board activity; regular executive sessions are mandated.
  • Director pay mix includes substantial equity (default $225k), ownership guideline (3x retainer), and hedging/pledging prohibitions foster alignment.
  • Letier’s tenure (since 2018) provides continuity versus an average board tenure of ~2.2 years among current nominees.

• Watch items / Risks

  • Deason Designee status and DCS/DCS Finance roles create ongoing independence optics, especially with the Lexmark financing commitment; clear disclosure of related-party review and recusal requirements helps but does not eliminate perception risk.
  • Letier’s 2024 director cash compensation was modest relative to program levels (likely timing/measurement effects), but total mix remains equity-heavy; monitor future disclosures for Chairman premia realization and equity elections under the updated program.

• Overall

  • Letier brings deep financial and investment oversight experience, serves as independent Chairman and Finance Chair, and is active on governance. However, investors should closely track related-party transactions involving Deason-affiliated entities and confirm robust recusal and independent review on financing and M&A decisions.