XML 100 R62.htm IDEA: XBRL DOCUMENT v3.22.4
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expense, Tax Effect
Stock-based compensation expense was as follows:
Year Ended December 31,
202220212020
Stock-based compensation expense, pre-tax(1)
$75 $54 $42 
Income tax benefit recognized in earnings11 13 11 
____________
(1)2022 includes $21 associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO.
Share-Based Compensation Arrangement by Share-Based Payment Award, Restricted Stock Units, Vesting Schedule RSUs vest on a graded schedule from the date of grant as follows:
Award Year
Years of Service(1)
20222021202020192018
Prior to 2018
Year 133 %33 %25 %25 %25 %— %
Year 233 %33 %25 %25 %25 %— %
Year 334 %34 %50 %50 %50 %100 %
100 %100 %100 %100 %100 %100 %
____________
(1)RSUs vest on a graded schedule over a three-year service period from the date of grant.
Share-Based Payment Arrangement, Performance Shares, Performance Metrics
PSU awards are comprised of performance-based components (Earnings per share, Revenue and Free cash flow) as well as a market-based component (Absolute Share Price). Accordingly, each PSU grant is one-half performance-based and one-half market-based. The metrics and weightings are as follows:
Award Year (Metric Weighting)
Performance Metric202220212020
Earnings per share50 %— %— %
Revenue— %25 %25 %
Free cash flow— %25 %25 %
Absolute share price50 %50 %50 %
100 %100 %100 %
Schedule of Stock-based Payment Award Valuation Assumptions, Performance Shares, Market-based Component Table
A summary of Xerox Holdings key valuation input assumptions used in the Monte Carlo simulation relative to awards granted were as follows:
2022 Award2021 Award2020 Award2019 Award
Term3 years3 years3 years3 years
Risk-free interest rate(1)
1.09 %0.20 %1.60 %2.51 %
Dividend yield(2)
4.87 %4.66 %2.80 %3.97 %
Volatility(3)
42.07 %44.76 %29.49 %32.95 %
Weighted average fair value(4)
$27.89 $25.80 $41.28 $16.27 
____________
(1)The risk-free interest rate was based on the zero-coupon U.S. Treasury yield curve on the valuation date, with a maturity matched to the performance period.
(2)The dividend yield was calculated as the expected quarterly dividend divided by our three-month average stock price as of the valuation date, annualized and continuously compounded.
(3)Volatility is derived from historical stock prices as well as implied volatility when appropriate and available.
(4)The weighted average of fair values used to record compensation expense as determined by the Monte Carlo simulation.
Schedule of Absolute Share Price and TSR Payout, as a Percentage, Comparison to Targets
Our Absolute Share Price metric is compared against total return targets to determine the payout as follows:
Payout as a Percent of Target
2022 Total Return Targets(1)
2021 Total Return Targets(1)
2020 Total Return Targets(1)
2019 Total Return Targets(1)
200%
$30.00 and above
$33.00 and above
$45.00 and above
$40.00 and above
100%$25.00 $30.00 $40.00 $35.00 
50%$20.00 $27.00 $37.00 $30.00 
0%
Below $20.00
Below $27.00
Below $37.00
Below $30.00
____________
(1)For performance between the levels described above, the degree of vesting is interpolated on a linear basis.
Schedule of Share-based Compensation Arrangements by Share-based Payment Award
Summary of Stock-based Compensation Activity
 202220212020
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueShares
Weighted Average Grant Date Fair Value(1)
Restricted Stock Units
Outstanding at January 13,161 $25.26 3,187 $26.48 2,845 $26.87 
Granted2,444 21.75 1,513 23.37 2,028 27.85 
Vested(2)
(1,975)24.56 (1,327)26.07 (1,473)28.85 
Forfeited(409)24.20 (212)25.06 (213)28.39 
Outstanding at December 313,221 23.16 3,161 25.26 3,187 26.48 
Performance Shares
Outstanding at January 12,818 $25.47 2,425 $26.67 2,830 $24.99 
Granted(3)
977 25.72 1,195 24.67 901 37.59 
Vested (2)
(644)27.95 (672)28.08 (993)31.94 
Forfeited/Expired (4)
(1,422)20.98 (130)26.92 (313)26.22 
Outstanding at December 311,729 28.38 2,818 25.47 2,425 26.67 
Stock Options(5)
Outstanding at January 1612 $27.77 799 $27.81 861 $27.83 
Granted— — — — — — 
Forfeited/Expired(116)27.95 (187)27.97 (60)27.98 
Exercised— — — — (2)27.98 
Outstanding at December 31496 27.72 612 27.77 799 27.81 
Exercisable at December 31496 27.72 612 27.77 470 27.84 
____________
(1)Weighted average exercise price for stock options.
(2)2022 includes approximately 469 RSUs and 644 PSUs associated with the accelerated vesting of all outstanding equity awards, according to the terms of the award agreement, in connection with the passing of Xerox Holding's former CEO. No other PSUs vested in 2022.
(3)2021 includes 60 shares associated with the over-performance of our 2018 PSU grant.
(4)2022 includes approximately 1,125 PSUs granted in 2019 that were adversely affected permanently by the impacts from the COVID-19 pandemic, and therefore no shares were earned.
(5)Activity excludes the CareAR SO program, for which the number of options outstanding have not changed since the May 2022 grant date.
Schedule of Unrecognized Compensation Cost, Nonvested Awards
Unrecognized compensation cost related to non-vested stock-based awards at December 31, 2022 was as follows:
AwardsUnrecognized CompensationRemaining Weighted-Average Vesting Period (Years)
Restricted Stock Units$36 1.8
Performance Shares12 1.8
Stock Options(1)
24 4.3
Total$72 
____________
(1)Reflects CareAR SOs granted in May 2022.
Schedule of Aggregate Intrinsic Value Restricted Stock and Performance Shares Compensation Awards
The aggregate intrinsic value of outstanding stock-based awards was as follows:
AwardsDecember 31, 2022
Restricted Stock Units$47 
Performance Shares25 
Stock Options(1)
— 
____________
(1)Strike price greater than Xerox Holdings Corporation Stock price at December 31, 2022, therefore, intrinsic value is considered to be $0.
Schedule of Vested and Exercised Stock Based Awards Total Intrinsic Value and Tax Benefit Realized
The intrinsic value and actual tax benefit realized for all vested and exercised stock-based awards was as follows:
 December 31, 2022December 31, 2021December 31, 2020
AwardsTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax BenefitTotal Intrinsic ValueCash ReceivedTax Benefit
Restricted Stock Units$39 $— $$30 $— $$33 $— $
Performance Share Units10 — — 17 — 18 — 
Stock Options— — — — — — — — —