Xerox's DEI Employment Practices: What the Company's Own Documents Show — and What They Mean for Employees

Published August 27, 2026 · Last updated August 27, 2026 · By Fett Law — Michigan Employment Discrimination Attorneys

Xerox Holdings Corporation's own SEC filings document three DEI employment practices between 2019 and 2025: a hiring rule requiring that one out of every three final candidates for professional roles be "diverse," numeric goals for the percentage of women managers, and executive incentive pay tied to an ESG metric that Xerox said covered "the representation of women and diverse employees in our workforce." Similar practices were the basis of the U.S. Department of Justice's 2026 False Claims Act settlements with IBM and Deloitte, which together totaled $38,577,043.

Key facts

Did Xerox tie executive pay to diversity targets?

Xerox described the change to shareholders in its 2022 proxy statement:

"Beginning in 2021, Xerox included ESG considerations — goals related to climate change, balanced workforce, and safety — in our annual incentive compensation plan design for executives; as described in the Compensation Discussion and Analysis (CD&A), we are expanding the impact of these considerations for 2022."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 6, 2022, pp. 17–18

"To hold our leaders accountable across the Company, we added an Environmental, Social & Governance (ESG) modifier to our executives' annual incentive compensation plan for 2021, and broadened this component to a strategic metric (weighted 20%) for the 2022 plan."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 6, 2022, p. 16

What that ESG metric measured is the point. In additional soliciting material filed the following month, Xerox Holdings Corporation told shareholders in its own words:

"Changed ESG from modifier to performance metric with a significant 20% weighting for 2022, demonstrating the importance we place on key ESG objectives, such as our roadmap to net zero and the representation of women and diverse employees in our workforce"

Xerox Holdings Corporation, Additional Proxy Soliciting Materials (DEFA14A), filed May 9, 2022

Xerox repeated the linkage in its next two proxy statements:

"We include ESG metrics in the compensation criteria for all senior management, which covers climate change, a balanced workforce, succession planning, board refreshment, and workplace safety."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 10, 2023, p. 14. The same sentence, with "succession planning" and "board refreshment" removed, appears in the Proxy Statement filed April 11, 2024, p. 12.

The underlying plan documents show the mechanics and the weighting for each year. Xerox files its Management Incentive Plan as an exhibit to its Form 10-K, and those exhibits state the metrics directly:

For an employee, a compensation metric of this kind operates one level above them. Xerox never published what share of the 10% or 20% the workforce-representation component represented, so the page does not assert a figure. What the filings do establish is that senior managers' annual cash incentive moved, in part, with a measure Xerox itself described as covering the representation of women and diverse employees — and those same managers made or approved hiring and promotion decisions beneath them.

Sources: DEF 14A filed April 6, 2022 · DEFA14A filed May 9, 2022 · DEF 14A filed April 10, 2023 · DEF 14A filed April 11, 2024 · 2022 Management Incentive Plan · 2025 Management Incentive Plan. All live on sec.gov as of August 27, 2026.

Did Xerox require diverse slates in hiring and promotion?

Xerox stated the rule in full in its 2021 proxy statement:

"First introduced at the White House by President Obama, the Wilson Rule, named after Joseph C. Wilson and the long-established norm of diversity in the Xerox workplace, marks enhanced efforts to increase the representation of minorities and women in management and senior-level professional positions. The Wilson Rule requires that women and minorities be among the final pool of qualified candidates for open management and senior-level professional positions in the U.S. Outside the U.S., women must be considered among the final pool of qualified candidates for the same management and senior-level professional positions."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 7, 2021, p. 18. The same requirement appears in the Proxy Statement filed April 8, 2020.

Beginning with its annual report for fiscal 2020, Xerox described the same policy as a proportional requirement:

"Our leaders embrace and support the Wilson Rule, named after Joseph Wilson, a former CEO of the Company, which requires that one out of every three final candidates for professional roles be diverse."

Xerox Holdings Corporation, Form 10-K for fiscal year 2020, filed February 25, 2021, Item 1, "Human Capital" — "Talent Management and Workforce Development." Repeated in the Forms 10-K for fiscal years 2021 and 2022 and in the Proxy Statement filed April 11, 2024, p. 16.

Xerox described the rule as governing its recruiting pipeline generally:

"Diverse Pipeline: We aim to recruit, hire, and promote more woman globally, as well as underrepresented talent within the U.S. for professional-level job roles. Our pipeline is governed by Xerox's diversity policy known as the Wilson Rule."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 11, 2024, p. 32. Materially identical language appears in the Form 10-K for fiscal year 2022 and the Proxy Statement filed April 10, 2023. The word "woman" appears as printed in the original.

Xerox also described using outside vendors to shape candidate pools by demographic category:

"Partnership: We build relationships with external organizations to help ensure our talent pools reflect the markets and communities we serve. For example, we are working with AI vendors using their unique algorithms to increase the pool of women and underrepresented candidates for our job openings."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 10, 2023, p. 14. An earlier version appears in the Proxy Statement filed April 7, 2021, p. 18.

What a rule of this kind means in practice depends on which side of it a candidate sits. If one of every three finalists must fall within a defined demographic category, then for any given opening the number of finalist positions effectively available to candidates outside those categories is reduced. And a candidate placed on a slate to satisfy a composition requirement may be interviewed for a role the employer was not seriously considering them for. Both effects are employment consequences that turn on a protected trait.

A separate, board-level rule — do not confuse the two

Xerox also adopted a director-recruitment rule, which is legally distinct from the Wilson Rule because it concerns board nominations rather than employment. In February 2020 the Board amended its Corporate Governance Guidelines to require that "the initial list of candidates from which new, management-supported director nominees are chosen by the Corporate Governance Committee should include, but not necessarily be limited to, qualified women and minority candidates." That provision, and the "Board Diversity" section containing it, last appear in the Proxy Statement filed April 11, 2024. Employment claims arise from the employee-level Wilson Rule, not from this one.

Sources: DEF 14A filed April 8, 2020 · DEF 14A filed April 7, 2021 · Form 10-K, FY2020 · Form 10-K, FY2022 · DEF 14A filed April 11, 2024. All live on sec.gov as of August 27, 2026.

Did Xerox set numeric representation goals?

The table, as Xerox published it under the heading "Social Goals — Labor: Balanced Workforce/Diversity":

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 8, 2020, p. 12; recurring with updated progress at p. 16 of the Proxy Statements filed April 7, 2021 and April 6, 2022. On the same page, the environmental rows carry target years (2020, 2025, 2030, 2040); the Labor/Balanced Workforce rows do not. This page therefore describes these as published goals without a published deadline, not as dated commitments.

Xerox described the strategy behind the numbers in the same 2020 proxy statement, in language that is still live on its United Kingdom careers site today:

"Our balanced workforce strategy drives equitable people representation in all areas of our company, all around the world."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 8, 2020; the identical sentence appears on xerox.co.uk/en-gb/jobs/diversity, retrieved August 2026

Xerox also described a multi-year program built on these commitments:

"In 2021, we outlined a 5-year DIB roadmap comprising approximately 140 initiatives. Through 2023, we have progressed or completed approximately 70% of those initiatives."

Xerox Holdings Corporation, Form 10-K for fiscal year 2023, filed February 23, 2024

And it stated the roadmap's direction for individual employees:

"For 2022, we are focused on building a diverse pipeline and accelerating the careers of women and underrepresented people of color."

Xerox Holdings Corporation, Proxy Statement (DEF 14A), filed April 6, 2022, p. 16

A numeric representation goal is a number somebody is accountable for reaching. Where a goal is set for the percentage of managers who are women, the population that can move that percentage is finite, and every promotion into or out of the manager population changes it. Employees who worked in Xerox recruiting, human resources, or line management during this period frequently have first-hand knowledge of how a published target translated into instructions about individual openings.

What is Xerox's "balanced workforce" — and what did a federal court say about it?

In Frank v. Xerox Corp., 347 F.3d 130 (5th Cir. 2003), Black employees at Xerox's Houston office brought claims under Title VII and 42 U.S.C. § 1981. The evidence concerned Xerox's "Balanced Workforce" initiative. The Fifth Circuit described the program in terms that leave little ambiguity about its mechanics: Xerox "candidly identified explicit racial goals for each job and grade level," and the internal reports in the record "stated that blacks were over-represented and whites were under-represented in almost every job and grade level at the Houston office." The court reversed summary judgment for Xerox on the disparate-impact claim and on the adverse-action claims that were not time-barred, and remanded on a salary-disparity issue.

Two things about that case matter here, and both need to be stated precisely. First, the plaintiffs in Frank were Black employees — this is not a majority-group case, and nothing in it establishes that Xerox discriminated against anyone. What the opinion supplies is a federal appellate court's description, drawn from Xerox's own documents, of a system that assigned racial targets job by job and grade by grade. Second, a demographic-balancing system is directionally neutral in the worst way: it presses against whichever group the numbers say is "over-represented" in a given job and grade. In the Houston records before the court, that group was Black employees. In a different unit with different numbers, it is a different group.

The reason to set the 2003 opinion beside the modern filings is the vocabulary. The phrase Xerox used for that program is the same phrase that appears two decades later in the compensation criteria for all senior management — "a balanced workforce" — and in the strategy sentence still published on Xerox's careers pages: "Our balanced workforce strategy drives equitable people representation in all areas of our company, all around the world." Whether the modern program operated the way the 1990s program did is a factual question that the public documents do not answer. It is exactly the kind of question that people who worked inside Xerox's human resources, recruiting, and management ranks can answer.

Source: Frank v. Xerox Corp., 347 F.3d 130 (5th Cir. 2003) — full opinion.

What the documents do not show

Restricted-eligibility programs are not documented. Xerox operates employee resource groups, several of them named for a race or a sex, including the Black Women's Leadership Council, the National Black Employee Association, the Hispanic Association for Professional Advancement, and The Women's Alliance. But no Xerox publication located in this review restricts membership in any of them by race or sex, and the one eligibility statement Xerox did publish points the other way, describing its company-wide diversity event as "open to all Xerox employees." Employee resource groups open to everyone are lawful, and this page does not suggest otherwise. Separately, Xerox has described external community partnerships — with A Better Chance, the Thurgood Marshall College Fund Leadership Institute, and the U.K.'s Black Young Professionals Network — providing "mentorship, sponsorship, and scholarship support to youth of color" and mentoring for "black professionals." Those are outreach programs for people who are not Xerox employees, and community programs are analyzed differently from internal employment programs. If you participated in or administered a Xerox internal program with race- or sex-based eligibility criteria, that is information the public record does not contain.

No recent reverse-discrimination case was found. A search of federal docket databases did not identify a Title VII or § 1981 reverse-discrimination action against Xerox filed between 2020 and 2026. What the record does contain is a 2015 conciliation agreement with the U.S. Department of Labor's Office of Federal Contract Compliance Programs, in which OFCCP found gender-based compensation disparities affecting two female customer service engineers at a Xerox unit in Fairfax, Virginia and Xerox paid $33,387.38 in relief; and Warren v. Xerox Corp., No. 1:01-cv-02909 (E.D.N.Y.), a race discrimination class action by African-American sales representatives that Xerox settled for $12,000,000 in 2008 under a three-year consent decree. Neither is a majority-group case. The absence of a recent filed case is not evidence that no claim exists; it is evidence that no one has yet filed one.

How Xerox's DEI program changed, 2019–2026

Xerox filed no statement — no 8-K, no risk factor, no proxy disclosure — acknowledging that these programs were ended, renamed, or modified. The language simply stops appearing. That silence is itself relevant: whatever the practices were, the record of them now lives in the archived filings rather than in the company's current description of itself.

Why these practices matter legally

Title VII applies in every direction. Under 42 U.S.C. § 2000e-2, it is unlawful for an employer to fail or refuse to hire, to discharge, or otherwise to discriminate against any individual with respect to compensation, terms, conditions, or privileges of employment because of that individual's race, color, religion, sex, or national origin. Two recent Supreme Court decisions sharpened how that rule is applied. In Muldrow v. City of St. Louis, 601 U.S. 346 (April 17, 2024), the Court held that an employee challenging a discriminatory transfer need show only some harm to a term or condition of employment, not a "significant" disadvantage. In Ames v. Ohio Department of Youth Services (June 5, 2025), a unanimous Court rejected the rule that plaintiffs from majority groups must clear a higher evidentiary bar than anyone else.

Section 1981 reaches race discrimination in employment contracts. 42 U.S.C. § 1981 guarantees all persons the same right to make and enforce contracts, and it covers employment. It requires no EEOC charge first, and it carries no statutory cap on damages — which is why race claims are frequently pleaded under it alongside Title VII.

The False Claims Act route for federal contractors. On April 10, 2026, the U.S. Department of Justice announced that IBM would pay $17,077,043 to resolve False Claims Act allegations that it failed to comply with anti-discrimination requirements in its federal contracts — the first settlement under the DOJ's Civil Rights Fraud Initiative. In August 2026 the government resolved a second, larger matter: under a settlement agreement effective August 21, 2026, five Deloitte entities agreed to pay $21,500,000, of which $9,995,000 was restitution, covering conduct from January 1, 2017 through the settlement date. The certification hook is specific — Title VII as incorporated into federal contracts and FAR clause 52.222-26 — and the government's theory reached not only what Deloitte certified to its contracting agencies but what it "publicly represented" about its compliance. The agreement adds a second and independent theory: that Deloitte "allocated costs to its federal government contracts relating to these practices and sought payment and reimbursement under its federal government contracts for such costs." The whistleblower was paid $4,300,000. Both settlements resolved allegations only, with no determination of liability, and Deloitte denies the conduct.

Xerox's contractor status is the parallel fact. Xerox Corporation is an active federal contractor. It holds GSA Multiple Award Schedule contract GS03F137DA, with a base-and-options value of $1,179,483,338 and a period of performance running through October 22, 2026; it announced a $164 million, ten-year managed print services award from the U.S. Department of Agriculture in May 2022 and a $194 million award from the Defense Logistics Agency in March 2022. Federal obligations to Xerox were approximately $49.4 million in fiscal 2025 and approximately $42.2 million in fiscal 2026 through August — rising, not winding down. Xerox was also an OFCCP-covered contractor: it entered a conciliation agreement with that agency on September 18, 2015. Whether any certification Xerox made was inaccurate is not something the public documents establish, and this page does not assert that it was. What the documents establish is that Xerox held the contracts, and separately published the practices, during overlapping periods.

For the complete framework — the four categories of DEI practice that federal enforcement has targeted, and when an employee can sue over them — see our guide, Is DEI Illegal? 4 Illegal DEI Practices & When You Can Sue.

Were you affected by these practices at Xerox?

Consider whether any of these describes your experience:

• You were a finalist, or should have been. You applied for a Xerox management or senior-level professional opening in the United States between 2020 and 2024 and were cut from, or never reached, the final pool — during the period Xerox published a rule requiring that women and minorities be among that pool, and later that one of every three finalists be diverse.
• You were placed on a slate you were never really considered for. The other side of a composition requirement: an interview that existed to satisfy a rule rather than to evaluate you is itself a cost, in time, in exposure, and in what you were told about your prospects.
• You were passed over for promotion into management. Xerox published goals for the percentage of its managers who were women in your region and reported annual progress against them.
• You were a manager measured against the numbers. If your own compensation, performance assessment, or business unit scorecard moved with a workforce-composition measure, you know how the target translated into decisions — and you may also have been placed in an untenable position by it.
• You worked in recruiting or human resources. You saw how the Wilson Rule was implemented, what recruiters were told, and whether the published policy matched the practice. That knowledge is not in any public document.

A federal settlement is not a substitute for your own claim: when the Justice Department resolved the Deloitte matter, it expressly preserved the EEOC's right to pursue charges alleging the very same conduct, and preserved individual liability. Nothing about that settlement compensated a single employee or applicant.

You do not need to be certain you have a claim, and you do not need documents in hand. What matters is what you saw and when. Consultations are free and confidential, in person or by Zoom, and representation is on contingency — no fees unless the firm wins. If Xerox is a federal contractor and you have non-public, first-hand knowledge of how these practices operated, the False Claims Act separately allows individuals to bring claims on the government's behalf and to share in any recovery; those complaints are filed under seal, so your identity is not immediately disclosed to your employer. Both Title VII and the False Claims Act prohibit retaliation against people who assert these rights. To understand the framework before you call, meet our DEI discrimination lawyers.

What could a claim against Xerox be worth?

False Claims Act whistleblower rewards

Under 31 U.S.C. § 3730(d), a qui tam relator receives 15–25% of the government's recovery when the Department of Justice intervenes, and 25–30% when the relator proceeds without intervention. The Deloitte settlement supplies a paid benchmark rather than a projection: the relator received $4,300,000 — exactly 20% of a $21,500,000 recovery. That settlement also shows why False Claims Act exposure outruns the money actually lost. Of the $21.5 million, $9,995,000 was restitution — roughly the government's single damages — so the resolution came to about 2.15 times the actual loss, because FCA recoveries are built on multiplied damages plus per-claim penalties. As a second illustration, arithmetic alone: an intervened case resolving at IBM's $17,077,043 would pay a relator roughly $2.6–$4.3 million. A contractor with a larger federal book or a longer conduct period could produce a materially larger number.

Damages in an individual discrimination case

Back pay and front pay are uncapped under Title VII. Compensatory and punitive damages are capped by employer size under 42 U.S.C. § 1981a: $50,000 for employers with 15–100 employees, $100,000 for 101–200, $200,000 for 201–500, and $300,000 for employers with more than 500 employees. Xerox, with approximately 22,900 employees worldwide, sits at the $300,000 cap. Two things frequently make that cap less limiting than it sounds. Claims under 42 U.S.C. § 1981 carry no damages cap at all, which is why race claims are so often pleaded there. And several state statutes have no caps either — Michigan's Elliott-Larsen Civil Rights Act among them. Prevailing plaintiffs generally recover attorney's fees on top of damages.

For scale, from Fett Law's own prior results: a $10.5 million race and age discrimination class action against Ford Motor Company; a $2 million result in a disability hostile work environment and retaliation case; a $1.6 million racially hostile work environment result; and a $1.1 million race and gender judgment against the Michigan State Police. Prior results do not guarantee a similar outcome, and no figure on this page is a promise of any recovery.

Class action potential

What makes an employment class action possible is a single common policy applied to many people. A hiring rule stated in identical terms across a company, a numeric target applied region-wide, and a compensation metric applied to all senior management are each, on their face, that kind of common policy. Xerox published all three. For scale, the largest historic employment-discrimination class recoveries include Coca-Cola at $192.5 million (November 2000), Texaco at $176.1 million (November 1996), and Novartis at $175 million (approved November 30, 2010, including $22.5 million in programmatic relief). Xerox itself settled Warren v. Xerox Corp., a race discrimination class action, for $12,000,000 in 2008. No class action asserting the practices described on this page has been filed against Xerox, and this page does not predict that one will be.

Every case depends on its own facts; these figures show the range the law makes possible, not a prediction. The fastest way to find out what your own situation supports is to start a confidential intake.

Sources