Tami Erwin

About Tami A. Erwin

Independent director at Xerox Holdings (XRX) since 2024; age 60. Former EVP and CEO of Verizon Business Group (2019–2022) with earlier EVP, Operations role (2016–2019); recognized operator in digital transformation and growth with global P&L exposure. Education: Business Administration, Pacific Union College, and the Executive Program at Stanford GSB. At Xerox, she chairs the Corporate Governance Committee and serves on the Audit Committee; the Board has determined she is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Corporate Governance (Chair) and Audit member. Audit Committee members include Schwetz (Chair), Maynard‑Elliott, Erwin, Roese. Corporate Governance members include Erwin (Chair), Letier, Hung, McLaughlin.
• Independence: The Board determined Erwin (and all nominees except the CEO and President/COO) are independent under Nasdaq and Company standards.
• Attendance: In 2024, the Board met 14 times and committees met 25 times; directors averaged ~87% attendance and each attended at least 75% of meetings while serving.
• Executive sessions and leadership: Separate Chairman and CEO; independent Chairman; regular executive sessions of independent directors at each scheduled Board meeting.
• Skills: Board skills matrix highlights Erwin’s specialization in Technology, Business Operations, and Reinvention.

Fixed Compensation

Director compensation structure and Erwin’s reported 2024 amounts.

• Program (non‑employee directors)

  • Annual cash retainer: $85,000.
  • Annual equity: $225,000 in RSUs (or DSUs by election), granted on the annual meeting date; generally vest after one year; DSUs settle after Board service ends.
  • Committee fees: Audit Chair $35,000; Audit member $15,000; Compensation Chair $30,000; Compensation member $12,500; Corporate Governance Chair $25,000; Finance Chair $20,000; Corporate Governance/Finance member $10,000.
  • Independent Chairman premium: +$100,000 cash and +$50,000 equity.
  • Beginning 2025–2026 service year, directors may elect to take up to 100% of cash compensation as additional RSUs/DSUs.

• 2024 Reported Compensation for Tami Erwin (partial year; joined May 22, 2024) | Component | Amount | |---|---| | Cash fees paid (2024) | $31,250 | | Stock awards (grant date fair value) | $225,000 | | Options | — (none) | | Total | $256,250 | | Notes | Equity awards are RSUs/DSUs granted on annual meeting date; vesting generally after one year; Erwin joined May 22, 2024. |

• Director stock ownership guidelines: 3x the annual Board cash retainer to be achieved within 3 years; hedging and pledging of Xerox stock are prohibited.

Performance Compensation

Other Directorships & Interlocks

The proxy’s related‑party section details review processes and discloses transactions involving Deason‑affiliated entities; no Erwin‑specific related‑party transactions are listed.

Expertise & Qualifications

• Digital transformation and large‑scale enterprise operations; led Verizon Business to $31+ billion revenue in 2022 and global 5G leadership.
• Board skills matrix: Technology, Business Operations, Reinvention specialties.
• Education: Business Administration (Pacific Union College); Executive Program at Stanford GSB.
• Public board experience at John Deere and F5; multiple advisory and private board roles.

Equity Ownership

Governance Assessment

• Strengths

  • Independent status; chairs Corporate Governance and serves on Audit (board deems Audit members financially literate and identifies them as “audit committee financial experts”), enhancing oversight of governance, risk, and financial reporting.
  • Strong operating credentials aligned to Xerox’s “Reinvention” strategy; skills matrix placement in Technology/Operations/Reinvention is directly relevant to current transformation.
  • Director pay design emphasizes equity alignment (annual $225k RSUs/DSUs; prohibition on hedging/pledging; 3x retainer ownership guideline), supporting shareholder alignment.
  • Board processes: independent Chair, regular executive sessions, robust committee structure, and 2024 average attendance of ~87% with all directors ≥75% attendance.
  • Shareholder support: 2024 say‑on‑pay received ~96.24% approval, suggesting constructive investor sentiment toward compensation governance.

• Watch items / potential risks

  • Broader related‑party dynamics exist at the Board level (Deason designee; Deason‑affiliated financing commitments) though no specific items involve Erwin; continued vigilance on conflicts oversight is warranted.
  • Director equity vests based on service (not performance), which is standard but provides limited performance linkage at the director level; reliance on ownership guidelines and prohibitions on hedging/pledging mitigates misalignment risk.

• Attendance and engagement

  • 2024: Board (14 meetings) and committees (25 meetings); directors averaged ~87% attendance and each met the ≥75% threshold; Board practice encourages all directors to attend all committee meetings, increasing engagement and cross‑committee awareness.

• Compensation committee context (for governance quality)

  • Compensation & Human Capital Committee uses independent advisor FW Cook (no conflicts); committee‑level interlocks/insider participation disclosures indicate no problematic interlocks.

• Related‑party transactions

  • Policy in place; Corporate Governance Committee administers; 2024 disclosure includes Deason‑affiliated unsecured notes commitment fee; no Erwin‑specific transactions disclosed.

• Signals impacting investor confidence

  • Significant board refresh in 2024–2025 with six new directors and specialization aligned to strategy; Erwin’s governance chair role positions her at the center of board composition, evaluation, CSR oversight, and related‑party policy administration.

RED FLAGS to monitor: governance exposures from shareholder‑affiliated director arrangements and financing transactions (Deason‑related), though not tied to Erwin; ensure continuing robust recusals and Corporate Governance Committee oversight.