UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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DXC Technology Company

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Notice of 2022 Annual Meeting of Stockholders

 

Date:

Tuesday, July 26, 2022

 

Time:

10:30 a.m. Eastern Time

 

Place:

Online at www.virtualshareholdermeeting.com/DXC2022

The 2022 Annual Meeting of Stockholders of DXC Technology will be held on Tuesday, July 26, 2022, at 10:30 a.m. Eastern Time, and will be a virtual meeting conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2022. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The purpose of the meeting is:

 

1.	To elect the 10 director nominees listed in the proxy statement;

 

2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;

 

3.	To approve, in a non-binding advisory vote, our named executive officer compensation; and

 

4.	To transact any other business that may properly come before the meeting and any postponements or adjournments thereof.

Only stockholders of record at the close of business on May 27, 2022 will be entitled to vote electronically at the Annual Meeting and any postponements or adjournments thereof.

Your vote is important. Whether or not you plan to attend the meeting online, we encourage you to read this proxy statement and vote as soon as possible. Information on how to vote is contained in this proxy statement. In addition, voting instructions are provided in the notice of Internet availability of proxy materials, or, if you requested printed materials, the instructions are printed on your proxy card, or voting instruction card if you are a beneficial owner and requested and received printed proxy materials from your broker, bank or nominee. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

By Order of the Board of Directors,

 

 

Zafar A. Hasan

Senior Vice President and Global Head of Corporate

Legal, Board Secretary

Ashburn, Virginia

June 13, 2022

This notice of annual meeting and proxy statement were first made available to stockholders on or about June 13, 2022.

 

		Proxy Summary

 

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

 

Meeting Date: July 26, 2022

Meeting Time: 10:30 a.m. Eastern Time

Meeting Place: Online at www.virtualshareholdermeeting.com/DXC2022

Virtual Meeting Admission: Stockholders as of the record date will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DXC2022. To participate in the meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The annual meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:15 a.m. Eastern Time, and you should allow ample time for the online check-in procedures.

Record date: May 27, 2022

Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda

 

 

•

Election of the 10 director nominees listed in this proxy statement

 

•

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023

 

•

Approval, in a non-binding advisory vote, of our named executive officer compensation

 

•

Such other business that may properly come before the meeting

Voting Matters and Vote Recommendation

 

 

Management Proposals				Vote Recommendation
Proposal No. 1:		Election of each of the 10 director nominees listed in this proxy statement		FOR each nominee
Proposal No. 2:		Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023		FOR
Proposal No. 3:		Approval, in a non-binding advisory vote, of our named executive officer compensation		FOR

 

							i

		Proxy Summary

 

Proposal 1: Election of Directors

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast, meaning if the number of votes cast for such nominee’s election exceeds the number of votes cast against such nominee’s election.

 

Name		Age*		Director Since		Independent		Principal Occupation		Other Public Company Boards
Mukesh Aghi		66		2017		●		President and CEO of US-India Strategic Partnership Forum and current member of Hindustan Media Ventures Ltd (HMVL) (India) board		1
Amy E. Alving		59		2017		●		Former Chief Technology Officer of Leidos and current member of Fannie Mae and Howmet Aerospace boards		2
David A. Barnes		66		2020		●		Former SVP and Chief Information and Global Business Services Officer of UPS		—
Raul J. Fernandez		55		2020		●		Vice Chairman and co-owner of Monumental Sports & Entertainment and current member of Broadcom board		1
David L. Herzog		62		2017		●		Former CFO of AIG and current member of MetLife, AMBAC Financial Group and PCCW Limited (Hong Kong) boards**		3
Dawn Rogers		57		2021		●		Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer		—
Michael J. Salvino		56		2019				President and CEO of DXC Technology		—
Carrie Teffner		55		2022		●		Former Interim Executive Chair of the Board of the Ascena Retail Group, former Chief Financial Officer of Crocs and current member of BFA Industries and IDG boards		—
Akihiko Washington		64		2021		●		Former EVP of Worldwide Human Resources for Warner Bros. Entertainment		—
Robert F. Woods		67		2017		●		Former SVP and CFO at SunGard Data Systems Inc.		—

 

*	As of June 13, 2022

**

On May 17, 2022, the Company announced that David Herzog will become Lead Independent Director (LID) effective after our 2022 Annual Meeting of Stockholders. In connection with his appointment as LID, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as LID for the Company. For more information on our board leadership structure, see Corporate Governance/The Board/Board Leadership Structure.

 

ii		2022 Proxy Statement

		Proxy Summary

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023

We are asking stockholders to consider and to vote upon the ratification of the appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2023. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as DXC’s independent registered public accounting firm is in the best interests of DXC and its stockholders.

Proposal 3: Approval, in a non-binding advisory vote, of our named executive officer compensation

We are asking stockholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this proxy statement for the fiscal year ended March 31, 2022 (fiscal 2022). In evaluating this proposal, we recommend you review the information as disclosed under “Compensation Discussion and Analysis (CD&A)” in this proxy statement. As discussed in the CD&A, we are committed to a pay for performance culture, and our executive compensation program is grounded in a philosophy aimed at achieving strong alignment between the Company’s financial and strategic goals and our stockholders’ interests.

 

							iii

		Table of Contents

 

Table of Contents

 

A. PROPOSALS			1
Proposal 1: Election of Directors			1
Director Nomination Process			1
Board Skills Matrix			3
Board Diversity and Refreshment			3
2022 Director Nominees Biographies			5
Proposal 2: Ratification of the Appointment of Deloitte  & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2023			15
Proposal 3: Non-Binding Advisory Vote to Approve Our Named Executive Officer Compensation			16
B. CORPORATE GOVERNANCE			17
The Board			17
Corporate Governance Guidelines			17
Board Leadership Structure			17
Combination of CEO and Board Chairman Positions			18
Director Independence			18
Limits on Director Service on other Public Company Boards			19
Director Attendance			19
Stockholder Engagement			19
Risk Oversight			20
Information Security Risk			21
Oversight of COVID-19 Risks			21
Oversight of Risks Related to Russia’s Invasion of Ukraine			21
Compensation and Risk			21
Prohibition on Hedging or Pledging of Company Stock			21
Equity Ownership Guidelines			22
Talent Management and Succession Planning			22
Director Education			22
Code of Conduct			22
Retirement of Directors			22
Board Evaluations			23
Resignation of Employee Directors			23
Communicating with the Board			23
Committees of the Board			23
Audit Committee			25
Compensation Committee			26
Nominating/Corporate Governance Committee			26
Audit Committee Report			27
Director Compensation			27
Environmental, Social and Corporate Governance			31
Political Contributions and Lobbying			33
C. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34
Security Ownership			34

 

									iv

		Table of Contents

 

D. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			36
Related Party Transaction Policy			36
Fiscal 2022 Related Party Transactions			36
E.  EXECUTIVE COMPENSATION			37
F.  ABOUT THE ANNUAL MEETING			84
Questions and Answers about the Annual Meeting and Voting			84
How Do I Vote?			89
G. ADDITIONAL INFORMATION			91
APPENDIX A—INDEPENDENCE STANDARDS			93
APPENDIX B—NON-GAAP FINANCIAL MEASURES			94

 

 

	v			2022 Proxy Statement

		Proposals

 

Proxy Statement

for the 2022 Annual Meeting of Stockholders

A.    Proposals

Proposal 1: Election of Directors

 

There are 10 nominees for election to our Board of Directors. The directors elected will hold office until the 2023 Annual Meeting of Stockholders or until their successors have been elected and qualified. Under our Bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of DXC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting. Each nominee has informed the Board that he or she is willing to serve as a director.

Vote Required

In uncontested elections, director nominees are elected if the number of votes cast for such nominee’s election exceeds the number of votes cast against such nominee’s election. Abstentions and broker non-votes, if any, will have no effect on the vote for this proposal.

In accordance with DXC’s Corporate Governance Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee.

Director Nomination Process

The Nominating/Corporate Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought for Board members in the context of our business and then-current membership on the Board. This assessment of Board skills, experience, and background involves considering numerous diverse factors including independence, experience, professional and personal ethics and values, age, gender and ethnic diversity, as well as skills and attributes. Our Board is committed to actively seeking women and minority director candidates for consideration.

The Board seeks directors whose expertise achieves a balance across the following skills and attributes:

 

•

Leadership and Management: Includes experience as a senior executive in a global public or private organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results.

 

•

Public Company Governance: Experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests.

 

•

Industry: Experience in the professional services industry with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers.

 

•

Audit and Financial Expertise: Experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.

 

•

Enterprise Transformation and Culture Building: Experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment as the landscape for technology services embraces marketplace-led disruption. Experience aligning HR policies and practices to attract, onboard, develop and retain top talent in support of DXC’s strategic talent plan.

 

							1

		Proposals

 

•

Capital Markets and Treasury: Experience globally in raising funds in the debt and equity markets, managing liquidity and managing the complex interplay of operational performance, rating agencies and stockholder relationships.

 

•

Technology and Information Security: Experience in senior leadership roles at companies in the technology landscape and an understanding of DXC’s enabling technologies (e.g., cloud, artificial intelligence, machine learning, Internet of Things and Software-as-a-Service). Experience managing information security risks, including an understanding of the information security threat landscape.

The Nominating/Corporate Governance Committee also considers skills and experience related to Environmental, Social and Governance matters as it believes it strengthens the Board’s oversight and ensures that strategic business imperatives and long-term value creation are achieved within a reasonable, sustainable business model.

In addition to the skills and expertise listed above, the Nominating/Corporate Governance Committee and the Board also believe that the following key attributes are important to an effective Board:

 

•

integrity and demonstrated high ethical standards;

 

•

sound judgment;

 

•

analytical skills;

 

•

the ability to engage management and each other in a constructive and collaborative fashion; and

 

•

the commitment to devote significant time and energy to service on the Board and its committees.

In evaluating potential director nominees, the Nominating/Corporate Governance Committee considers the applicable qualifications. The committee then considers the contribution they would make to the quality of the Board’s decision making and effectiveness.

The Nominating/Corporate Governance Committee will also consider potential director candidates recommended by stockholders as described under Business for 2023 Annual Meeting at the end of this proxy statement. This committee may retain from time-to-time third-party search firms to identify qualified director candidates and to assist the Nominating/Corporate Governance Committee in evaluating candidates identified by others.

2022 Director Nominees

Each of the nominees has a strong reputation and experience in areas relevant to the strategy and operations of DXC’s businesses, particularly industries and growth segments that DXC serves, as noted above. Each of the nominees holds or has held senior executive positions in global, complex organizations or has relevant operating experience. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, thought leadership, executive management and leadership refreshment. Many of our directors also have experience serving on boards of directors and board committees of other public companies.

 

2		2022 Proxy Statement

		Proposals

 

Board Skills Matrix

The following chart provides summary information about each of our director nominees’ skills and attributes. More detailed information is provided in each director nominee’s biography.

 

Top Skills

Leadership and Management

Public Company Governance

Industry

Audit and Financial Expertise

Enterprise Transformation and Culture Building

Capital Markets and Treasury

Technology and Information Security

Mukesh Aghi

●

●

●

●

Amy E. Alving

●

●

●

●

●

●

David A. Barnes

●

●

●

●

●

Raul J. Fernandez

●

●

●

●

●

●

●

David L. Herzog

●

●

●

●

●

Dawn Rogers

●

●

●

●

Michael J. Salvino

●

●

●

●

●

Carrie W. Teffner

●

●

●

●

●

Akihiko Washington

●

●

●

●

Robert F. Woods

●

●

●

●

Board Diversity and Refreshment

The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other personal characteristics promotes inclusiveness, enhances the Board’s deliberations and enables the Board to better represent all of DXC’s constituents, including its diverse customer base and workforce. Accordingly, the Board is committed to regular renewal and refreshment and seeking out highly qualified candidates with diverse backgrounds, skills and experiences as part of each Board candidate search undertaken, including actively seeking women and minority director candidates for consideration.

The Nominating/Corporate Governance Committee, which oversees succession planning for the Board and makes recommendations regarding key leadership roles on the Board and its committees, regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy. Likewise, on an annual basis, committee assignments are reviewed to discuss whether rotation of Committee members and committee chairs is appropriate to introduce fresh perspectives and to broaden and diversify the views and experiences represented on the Board’s committees.

Our Board believes that these considerations and goals, together with the Board’s Annual Evaluation and the Board Retirement policy based on age limit of 72, are important factors in the Board’s refreshment efforts. Since August 2020, we have welcomed five new directors to the Board, two of whom are women and two others of whom are from a racial / ethnic minority group, and each of whom brings extensive experience and fresh perspectives to enrich Board dialogue and enhance the Board’s ability to continue to effectively oversee our business. Raul J. Fernandez was nominated for election as director at our 2020 annual meeting of stockholders, we appointed Dawn Rogers and Akihiko Washington to our Board in March 2021 and, most recently, we appointed Carrie Teffner to our Board in April 2022.

 

							3

		Proposals

 

The majority of our Board is diverse based on directors’ self-identified gender, race, ethnicity and/or nationality.

 

Board Diversity—Background of Director Nominees

Mukesh Aghi

Amy E. Alving

David A. Barnes

Raul J. Fernandez

David L. Herzog

Dawn Rogers

Michael J. Salvino

Carrie W. Teffner

Akihiko Washington

Robert F. Woods

Tenure/Age/Gender

Years on the Board

5

5

2

2

5

1

3

0

1

5

Age

66

59

66

55

62

57

56

55

64

67

Gender

M

F

M

M

M

F

M

F

M

M

Race/Ethnicity/Nationality

African American/Black

●

Asian

●

●

White/Caucasian

●

●

●

●

●

●

●

Hispanic/Latinx

●

Born Outside the U.S.

●

 

 

4		2022 Proxy Statement

		Proposals

 

2022 Director Nominees Biographies

The biographies of each of the nominees below contains information as of the date of this proxy statement regarding the person’s service as a director, director positions held currently or at any time during the last five years, and skills, experience and qualifications that led to the conclusion that such person should serve as one of our directors.

 

 

 

		Mukesh Aghi Age: 66 Director Since: 2017		DXC Committees: •  Compensation		Other Public Company Boards:   Current: •  HMVL (India)   Former (Past Five Years): •  Computer Sciences Corporation

Dr. Aghi has served as a member of our Board since April 1, 2017. Since 2017, Dr. Aghi has been the President and CEO of U.S.-India Strategic Partnership Forum (USISPF), a strategic policy organization focused on fostering a stronger relation between the two democracies. Dr. Aghi has over 35 years of experience in international business and IT environment. Earlier, Dr. Aghi served as Chief Executive Officer of L&T Infotech from 2012 to 2015, where he expanded the business internationally, and as Chairman and CEO of Steria India Ltd. from 2007 to 2012. Additionally, Dr. Aghi was the founding CEO of Universitas 21 Global, the world’s largest consortium of research-led universities and global leader in providing post-graduate online education. He was also the President of IBM India for IBM Corporation and worked at Ariba and J.D. Edwards. Dr. Aghi is a member of the board of directors of Hindustan Media Ventures Ltd (HMVL) (India) and a Trustee at the Claremont Graduate University.

Qualifications: Dr. Aghi brings to the DXC Board of Directors extensive leadership and management experience, including global and international business experience and a broad understanding of the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. Dr. Aghi has strong experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these, and robust enterprise transformation and culture-building experience.

 

							5

		Proposals

 

 

 

		Amy E. Alving Age: 59 Director Since: 2017		DXC Committees: •  Audit		Other Public Company Boards:   Current: •  Federal National Mortgage Association •  Howmet Aerospace, Inc. (formerly named Arconic Inc.)   Trusteeship: •  Trustee, Princeton University

Dr. Alving has served as a member of our Board since April 1, 2017. Dr. Alving is the former Senior Vice President and Chief Technology Officer of Leidos Holdings, Inc. (formerly Science Applications International Corporation (SAIC)), one of the nation’s top defense sector providers of hardware, software and services, where she worked from 2005 to 2013. From 2007 to 2013, she was SAIC’s Chief Technology Officer, where she was responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy. Prior to joining SAIC, Dr. Alving was the director of the Special Projects Office (SPO) at the Defense Advanced Research Projects Agency (DARPA) until 2005, where she was a member of the federal Senior Executive Service. Prior to her time at DARPA, Dr. Alving was a White House Fellow serving as a senior technical advisor to the Deputy Secretary of Commerce from 1997 until 1998. Dr. Alving is a member of the board of directors of the Federal National Mortgage Association (Fannie Mae) and Howmet Aerospace, Inc. (formerly named Arconic Inc.). She is also a member of the Defense Science Board and the board of trustees of Princeton University.

Qualifications: Dr. Alving brings to the DXC Board of Directors extensive technology and innovation experience across multiple sectors, an understanding of DXC’s enabling technologies and experience managing information security risks, including an understanding of the information security threat landscape. Dr. Alving has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Dr. Alving also has extensive experience in the professional services industry, with a robust understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. She brings to the Board strong public company governance experience and leadership and management experience as well as audit and financial expertise, including an understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.

 

6		2022 Proxy Statement

		Proposals

 

 

 

		David A. Barnes Age: 66 Director Since: 2020		DXC Committees: •  Audit		Other Public Company Boards:   Former (Past Five Years): •  Hertz Global Holdings, Inc. •  Ingram Micro Inc.

Mr. Barnes has served as a member of our Board since August 13, 2020. He is the former Senior Vice President, Chief Information and Global Business Services Officer of United Parcel Service, Inc. (UPS), a role he served from 2011 to 2016. From 2005 to 2011, Mr. Barnes served as Senior Vice President and Chief Information Officer for UPS. UPS is one of the world’s largest global package delivery companies, a provider of global supply chain management and advanced logistic & health care solutions, and an operator of one of the world’s largest airlines. In his role as Chief Information Officer of UPS and a member of the UPS Management Committee, Mr. Barnes was responsible for all aspects of UPS technology utilized in over 220 countries and territories. He also chaired the UPS Information Technology Governance Committee responsible for global technology strategy, architecture, mobility, hardware design, and research and development. In addition, he was responsible for information security, served as Co-Chair of the Enterprise Risk Committee, and was a member of the UPS Corporate Strategy and the Finance Committees. Prior to serving as a member of the UPS Management Committee, he held a number of key leadership positions throughout his 39-year career at UPS in areas including technology development, operations, UPS airline, international custom house brokerage, mergers and acquisitions, and finance. Mr. Barnes has also served as Senior Advisor for Bridge Growth Partners LLC (Bridge Growth), a private equity fund, since 2016 and in this capacity serves as a member of the board of directors for several privately held companies in Bridge Growth’s technology investment portfolio. Mr. Barnes also served as a director of Hertz Global Holdings, Inc. from May 2016 to August 2021 and of Ingram Micro Inc., a global technology and supply chain service provider, from June 2014 to December 2016, where he was a member of the Audit Committee and chair of the Technology Committee. Mr. Barnes serves as a director for Solace Corporation, a software company, since 2016, where he serves on the Audit Committee, and Syniti, a software and services company, since 2017, where he serves on the Audit and Technology Committees.

Qualifications: Mr. Barnes brings to the DXC Board of Directors robust experience managing information security risks, including an understanding of the information security threat landscape and of DXC’s enabling technologies. He also has strong leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Mr. Barnes has extensive experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices and policies, and processes to effectively manage and monitor these in support of stockholders’ interests. Mr. Barnes also brings to the Board broad experience in the professional services industry, with an understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers, as well as experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.

 

							7

		Proposals

 

 

 

		Raul J. Fernandez Age: 55 Director Since: 2020		DXC Committees: •  Nominating/Corporate Governance (chair)		Other Public Company Boards:   Current: •  Broadcom, Inc.   Former (Past Five Years): •  Kate Spade & Co. •  GameStop Corp. •  Capitol Investment Corp. V

Mr. Fernandez has served as a member of our Board since August 13, 2020. He currently is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership that owns some of Washington, D.C.’s major sports franchises, including the WNBA’s 2019 Champion Washington Mystics, the NHL’s 2018 Stanley Cup Champion Washington Capitals, the Washington Wizards, and the NBA 2K League’s 2020 and 2021 Champion Wizards District Gaming. The partnership also owns and operates Washington, D.C.’s premier sports and entertainment complex, Capital One Arena. He is also a Senior Advisor and Limited Partner to General Atlantic Partners, a growth equity firm with more than $84 billion of assets under management. Well-known in the tech industry as the founder of Proxicom (NASDAQ: PXCM), which under his leadership evolved into a prominent global provider of e-commerce solutions for Fortune 500 companies, Mr. Fernandez guided the growth of Proxicom from its launch in 1991 to public listing in 1999. Proxicom was acquired by Dimension Data (LSE: DDT) in an all-cash transaction valued at $450 million. From 2000 to 2002, he served as Chief Executive Officer for Dimension Data North America, an information systems integration company, and as a Director of its parent company, Dimension Data Holdings Plc, in 2001. He also served from 2004 to 2017 as Chairman and CEO for ObjectVideo, a leading developer of intelligent video surveillance software, which was sold to Alarm.com. He has also previously served as a member of the President’s Council of Advisors on Science and Technology.

Mr. Fernandez currently serves on the Board of Directors at Broadcom, Inc. (NASDAQ: AVGO), a global technology leader in semiconductor and infrastructure software solutions. He also served as a director of Kate Spade & Co. from 2001 to 2017, of GameStop Corp. from April 2019 to June 2021, and of Capitol Investment Corp. V from October 2020 to July 2021. Mr. Fernandez also sits on the Board of Directors of URBANEER, an urban innovation company designing and engineering next generation living spaces, is on the Strategic Advisory Board of Volition Capital, a Boston-based growth equity firm, and is a Special Advisor to Carrick Capital Partners, a growth-oriented investment firm. Mr. Fernandez is an active technology investor in disruptive companies, including Cloud9 eSports, SyncThink, Radius Networks, SUGARFISH, Professional Fighters League (MMA), and RemoteRetail.

Qualifications: Mr. Fernandez brings to the DXC Board of Directors extensive leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results. Mr. Fernandez has strong experience in capital markets and with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of stockholders’ interests. Mr. Fernandez also has experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent, as well as experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers.

 

8		2022 Proxy Statement

		Proposals

 

 

 

		David L. Herzog Age: 62 Director Since: 2017		DXC Committees: •  Audit		Other Public Company Boards:   Current*: •  MetLife, Inc. •  Ambac Financial Group •  PCCW Limited (Hong Kong)

Mr. Herzog has served as a member of our Board since April 1, 2017. Mr. Herzog served as the Chief Financial Officer and Executive Vice President of American International Group (AIG) from 2008 to 2016. Mr. Herzog served as Senior Vice President and Comptroller of AIG from June 2005 to October 2008, Chief Financial Officer for worldwide life insurance operations from April 2004 to June 2005 and Vice President, Life Insurance from 2003 to 2004. In addition, Mr. Herzog has served in other senior officer positions for AIG and its subsidiaries, including as the Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG. Previously, Mr. Herzog served in various executive positions at GenAmerica Corporation and Family Guardian Life, a Citicorp company, and at a large accounting firm that is now part of PricewaterhouseCoopers LLP. In addition, Mr. Herzog holds the designations of Certified Public Accountant and Fellow, Life Management Institute. Mr. Herzog is also a member of the Board of Directors and chair of the Audit Committees of MetLife Inc. and of Ambac Financial Group, Inc. He is also a member of the Board of Directors of PCCW Limited (Hong Kong).

* On May 17, 2022, the Company announced that David Herzog will become Lead Independent Director (LID) effective after our 2022 Annual Meeting of Stockholders. In connection with his appointment as LID, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as LID for the Company.

Qualifications: Mr. Herzog has extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. Mr. Herzog brings more than three decades of life insurance and financial service expertise to DXC, and his financial and international business experience in the oversight of AIG and its subsidiaries uniquely positions him to enhance stockholder value by leveraging his financial and risk management expertise and deep understanding of the insurance business. Mr. Herzog also has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience.

 

							9

		Proposals

 

 

 

		Dawn Rogers Age: 57 Director Since: 2021		DXC Committees: •  Compensation

Ms. Rogers has served as a member of our Board since March 4, 2021. She is a global human resources executive with 35 years of experience in companies large and small, with deep expertise in the United States, Europe and emerging markets. She has built innovative HR organizations and high-impact teams focused on business outcomes and employee experience and engagement. Ms. Rogers has successfully led executive transitions, culture transformations, and large-scale M&A and business change programs. Ms. Rogers is currently Director of Human Capital at American Securities LLC, where she provides leadership and support to the firm’s portfolio of companies in all areas of human capital management. Prior to joining American Securities, she was the Executive Vice President and Chief Human Resources Officer at Pfizer Inc. Ms. Rogers’ career with Pfizer spanned more than 20 years across their global businesses, working as a key member of the executive team supporting growth and innovation. Prior to Pfizer, she was Senior Director of Human Resources at Kos Pharmaceuticals, where she established the human resources function and built their commercial organization in preparation for their first product launch and IPO. Ms. Rogers also held human resources positions at Earth Tech and The Ares Serono Group/Serono Diagnostics.

Qualifications: Ms. Rogers brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan. Ms. Rogers has robust leadership and management experience, including experience in a global organization, with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She also has strong experience with corporate and board governance, including oversight of executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests, as well as experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.

 

10		2022 Proxy Statement

		Proposals

 

 

 

		Michael J. Salvino Age: 56 Director Since: 2019

Mr. Salvino became the President and Chief Executive Officer of DXC in September 2019 and has been a member of the Board of Directors of DXC since May 2019. Prior to joining DXC, Mr. Salvino served as Managing Director of Carrick Capital Partners from 2016 to 2019. Prior to his tenure at Carrick, from 2009 to 2016, Mr. Salvino served as group chief executive of Accenture Operations, one of Accenture’s five businesses, where he led a team of more than 100,000 consulting and outsourcing professionals focused on providing business process outsourcing, infrastructure, security and cloud services to deliver business value and drive productivity and digital improvements for clients. Prior to that, he held leadership roles in the HR outsourcing business at Hewitt Associates Inc. and as President of the Americas Region at Exult Inc. Mr. Salvino is a board member of the Atrium Health Foundation, the largest healthcare system in the Carolinas, where he serves on the Investment Oversight Committee for both the hospital and the foundation. Mr. Salvino graduated from Marietta College with a Bachelor of Science degree in industrial engineering. He is a member of the Board of Visitors of the Duke University Pratt School of Engineering.

Qualifications: Mr. Salvino brings to the DXC Board of Directors extensive experience in the professional services industry, with a robust understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers. Mr. Salvino has broad experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of DXC’s transformation journey. Mr. Salvino also brings to the Board strong leadership and management experience and public company governance experience. In addition, the Board believes that his expertise and perspective in operations, digital, artificial intelligence and security, and strong international business experience, qualify Mr. Salvino to serve as our President and Chief Executive Officer and, effective after our 2022 Annual Meeting of Stockholders, to also serve as Chairman of the Board.

 

							11

		Proposals

 

 

 

		Carrie W. Teffner Age: 55 Director Since: 2022		DXC Committees: •  Audit		Other Public Company Boards:   Former (Past Five Years): •  GameStop •  Ascena Retail Group

Ms. Teffner has served as a member of our Board since April 21, 2022. Ms. Teffner is a strategic, financial, and operational executive with over 30 years of experience assisting consumer product and retail companies to grow their businesses worldwide. Ms. Teffner’s career has been marked by leading successful large-scale transformational initiatives thanks to her ability to engage, inspire and lead organizations through significant change. She has served on the board of directors of BFA Industries since February 2021 and International Data Group (IDG) since December 2021. Prior to that, Ms. Teffner served on the Ascena Retail Group Board of Directors, first as a member of the board from October 2018 to May 2019 and then as interim executive chair from May 2019 to March 2021. She also served on the GameStop Board of Directors from September 2018 to June 2021. Before her most recent board roles, Ms. Teffner was at Crocs for four years, where she served as EVP of Finance and Strategic Projects from August 2018 to April 2019, as EVP and Chief Financial Officer from December 2015 to August 2018, and as a member of the board of directors from June 2015 to December 2015. Prior to Crocs, she was the EVP and Chief Financial Officer of PetSmart, a Fortune 300 company, from June 2013 to June 2015. Prior to that, Ms. Teffner was the EVP and Chief Financial Officer of Weber Stephen Products from October 2011 to May 2013 and the Chief Financial Officer of Timberland from September 2009 to September 2011. Ms. Teffner spent the first 21 years of her career with Sara Lee Corporation, a Fortune 100 company, where she held various domestic and international roles, including division and segment Chief Financial Officer roles and Corporate Treasurer.

Qualifications: Ms. Teffner brings to the DXC Board of Directors extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. She has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience. Ms. Teffner also has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She brings strong experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent.

 

12		2022 Proxy Statement

		Proposals

 

 

 

		Akihiko Washington Age: 64 Director Since: 2021		DXC Committees: •  Compensation (chair)

Mr. Washington has served as a member of our Board since March 4, 2021. He retired from Warner Bros. Entertainment as Executive Vice President of Worldwide Human Resources, where he served in that role from 2009 until December 2020 and was responsible for managing the company’s global HR department, including organizational planning and development, recruitment, compensation and benefits, employee training and development, employee relations, employee communications, inclusion and belonging, shared services and work-life initiatives. He joined Warner Bros. in 2000 as Senior Vice President of Worldwide Human Resources. Mr. Washington is a proven leader in shaping cultures and human resources initiatives globally. His professional experience spans serving as Vice President of Human Resources at Time Warner and 15 years as Vice President of Human Resources at HBO.

Qualifications: Mr. Washington brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan.

Mr. Washington has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. He also has strong experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers as well as experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests.

 

							13

		Proposals

 

 

 

		Robert F. Woods Age: 67 Director Since: 2017		DXC Committees: •  Audit (chair)		Other Public Company Boards:   Former (Past Five Years): •  Computer Sciences Corporation

Mr. Woods has served as a member of our Board since April 1, 2017. Mr. Woods served as Senior Vice President of Finance and Chief Financial Officer of SunGard Data Systems, Inc. from 2010 to 2012. Prior to that, from 2004 to 2009, Mr. Woods served as Senior Vice President and Chief Financial Officer of IKON Office Solutions, Inc., a document management systems and services public company. Mr. Woods also served as Vice President and Controller of IBM Corporation from 2002 to 2004 and Vice President and Treasurer of IBM Corporation from 2000 to 2002. He served on the Board of Directors and the Audit Committee of Computer Sciences Corporation from 2015 to 2017. Mr. Woods also served as a director of Insight Enterprises, Inc., from 2009 to 2011 and as a member of its Audit and Compensation Committees.

Qualifications: As the former Chief Financial Officer of two publicly traded companies and having served as an audit committee member of two other publicly traded companies, Mr. Woods brings to the DXC Board of Directors extensive financial experience globally including raising funds in the debt and equity markets, managing liquidity, and managing the complex interplay of operational performance, rating agencies and stockholder relationships. He has strong leadership and management experience, including experience in a global organization, with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Mr. Woods also brings to the Board public company governance experience and robust experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.

The Board of Directors recommends a vote FOR the election of

each of these 10 nominees for director.

 

14		2022 Proxy Statement

		Proposals

 

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023

 

The Audit Committee has appointed Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2023, and the Board asks stockholders to ratify that appointment. Although current law, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and oversee DXC’s independent registered public accounting firm, the Board considers the appointment of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the appointment of Deloitte & Touche LLP for ratification by stockholders as a matter of good corporate practice. The Board considers the appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2023 to be in the best interests of DXC and its stockholders. A representative from Deloitte & Touche LLP will attend the meeting and will have the opportunity to make a statement and respond to appropriate questions.

If stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will consider whether it is appropriate to appoint a different independent registered public accounting firm.

Vote Required

The affirmative vote of holders of a majority of the shares of common stock present in person (virtually) or represented by proxy and voting at the meeting is required to approve the ratification of the appointment of Deloitte & Touche LLP as DXC’s independent auditor for the current fiscal year. Abstentions and broker non-votes, if any, will have no effect on the vote for this proposal.

The Board of Directors recommends a vote FOR the ratification

of the appointment of Deloitte & Touche LLP as our independent registered public

accounting firm for the fiscal year ending March 31, 2023.

Fees

The following table summarizes the aggregate fees billed by DXC’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates, which include Deloitte Tax LLP and Deloitte Consulting LLP (Deloitte), for services provided to DXC during fiscal years 2022 and 2021.

 

(in millions)		Fiscal 2022					Fiscal 2021
Audit Fees 1			$	20.70				$	23.50
Audit-Related Fees 2			$	10.40				$	14.10
Tax Fees 3			$	0.90				$	1.10
All Other Fees 4			$	0.10				$	0.50
Total Fees			$	32.10				$	39.20

 

1.

Includes fees associated with the audit of our consolidated annual financial statements, review of our consolidated interim financial statements, and the audit of our internal control over financial reporting. This would also include services that an independent auditor would customarily provide in connection with subsidiary audits, non-US statutory requirements, regulatory filings, and similar engagements for the fiscal year such as comfort letters.

 

2.	Consists primarily of fees for third-party assurance audits for outsourced services, carve-out audits required for divestiture transactions, employee benefit plan audits, and accounting consultations related to proposed transactions.

 

3.	Consists of fees for tax compliance, tax planning, and tax advice related to mergers and acquisitions.

 

4.	Consists primarily of advisory services to analyze and provide recommendations with respect to the rationalization of legal entities and access to technical accounting guidance.

 

							15

		Proposals

 

Pre-Approval Policy

Pursuant to its charter, and in accordance with Section 10A of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Audit Committee pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors. The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve services to be provided by the independent auditors. Such pre-approval decisions of any Audit Committee member to whom such authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

Proposal 3: Non-Binding Advisory Vote to Approve Our Named Executive Officer Compensation

 

In accordance with Section 14(a) of the Exchange Act, we are providing our stockholders the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. We urge the stockholders to read the CD&A appearing elsewhere in this proxy statement, as well as the 2022 Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation policies and practices and the compensation paid to our named executive officers in fiscal 2022, as well as compensation design considerations for fiscal year 2023.

We are therefore asking our stockholders to approve the following advisory resolution at the 2022 Annual Meeting:

RESOLVED, that the stockholders of DXC Technology Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the DXC Technology Company 2022 definitive proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the accompanying footnotes and narratives.

The vote on the compensation of our named executive officers as disclosed in this proxy statement is advisory, and therefore not binding on DXC, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders. To the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. We have determined that our stockholders should cast an advisory vote to approve the compensation of our named executive officers on an annual basis. Unless this determination changes, the next advisory vote to approve the compensation of our named executive officers will be at the 2023 Annual Meeting of Stockholders.

Vote Required

The affirmative vote of holders of a majority of the shares of common stock present in person (virtually) or represented by proxy and voting at the meeting is required to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and the accompanying footnotes and narratives. Abstentions and broker non-votes, if any, will have no effect on the vote for this proposal.

The Board of Directors recommends a vote FOR the advisory resolution to approve our

named executive officer compensation.

 

16		2022 Proxy Statement

		Corporate Governance

 

B. Corporate Governance

The Board

 

DXC is committed to maintaining the highest standards of corporate governance. The Board’s responsibilities include, but are not limited to:

 

•

overseeing the management of our business and the assessment of our business risks;

 

•

overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics;

 

•

reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; and

 

•

overseeing our talent management and succession planning.

The Board discharges its responsibilities through regularly scheduled meetings as well as telephonic meetings, action by written consent and other communications with management, as appropriate. DXC expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of DXC’s stockholders at which they are standing for election or re-election as directors.

In this section, we describe some of our key governance policies and practices.

Corporate Governance Guidelines

The Board adheres to governance principles designed to ensure excellence in the execution of its duties and regularly reviews the company’s governance policies and practices. These principles are outlined in DXC’s Corporate Governance Guidelines (Guidelines), which, in conjunction with our Articles of Incorporation (Articles of Incorporation), Bylaws (Bylaws), Code of Conduct (Code of Conduct), Board committee charters and related policies, form the framework for the effective governance of DXC.

The full text of the Guidelines, the charters for each of the Board committees, the Code of Conduct and DXC’s Equity Grant Policy, Related Party Transactions Policy and Executive Compensation Clawback Policy are available on DXC’s website, www.dxc.com, under About Us/Leadership and Governance. These materials are also available in print to any person, without charge, upon request, by calling 1-703-245-9700 or writing to Investor Relations, DXC Technology Company, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147. Information on our website is not, and shall not be, deemed to be a part of this Proxy Statement or incorporated into any other filings DXC makes with the SEC.

Board Leadership Structure

Current:

Currently, our Board leadership structure consists of a Chairman, a Chief Executive Officer and independent chairs for our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee. Ian C. Read has served as Chairman of our Board since March 16, 2020 and, as previously announced, will retire from our Board at the 2022 Annual Meeting.

Effective after our 2022 Annual Meeting:

Effective July 26, 2022, our leadership structure will consist of a Chairman and CEO, a Lead Independent Director and independent committee chairs.

 

•

President, Chief Executive Officer and Chairman of the Board: Michael J. Salvino

 

•

Lead Independent Director of the Board: David L. Herzog

 

							17

		Corporate Governance

 

Combination of CEO and Board Chairman Positions

DXC’s Guidelines enable the Board to determine the appropriate Board leadership structure for the Company and allow the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s unique individual circumstances and the Board’s assessment of the Company’s leadership from time to time.

The Board regularly considers different structures as circumstances may warrant. The succession planning discussions following Mr. Read’s retirement as Chairman of the Board, effective at our 2022 Annual Meeting, included discussions on the Board leadership structure, including the merits of keeping separate or combining the Chairman and CEO roles. The Board considered several factors, including: the strategic goals of the Company, the status of DXC’s progress with respect to our transformation journey, the various capabilities of our directors, the dynamics of our Board, and best practices in the market. The Board also reflected upon the Company’s independent oversight function exercised by our Board, which consists entirely of independent directors other than Mr. Salvino, as well as the independent leadership to be provided by Mr. Herzog and each of the three standing Board Committees, which consist solely of, and are chaired by, independent directors.

Based on the above, the independent directors of the Board determined that, upon Mr. Read’s retirement as Chairman effective at the 2022 Annual Meeting, a combined Chairman and CEO structure, together with a Lead Independent Director with clearly defined and robust responsibilities, provides the most effective leadership structure for the Company at this time. As Lead Independent Director, Mr. Herzog will have the following duties and responsibilities:

 

•

presiding over executive sessions of independent directors;

 

•

chairing meetings of the Board of Directors in the absence of the Chairman of the Board;

 

•

acting as a liaison between the independent directors and the Chairman of the Board;

 

•

coordinating with the Chairman of the Board regarding meeting agendas and schedules;

 

•

coordinating with the Chairman of the Board regarding information presented to the Board;

 

•

being available for consultation and communication with stockholders, as appropriate; and

 

•

calling meetings of the independent directors (executive sessions) as appropriate.

DXC’s governance processes include executive sessions of the independent directors after the conclusion of each regularly scheduled Board meeting, annual evaluations by the independent directors of the CEO’s performance, succession planning, annual Board and committee self-assessments, and the various governance processes contained in the Guidelines and the Board committee charters.

Director Independence

Independent Directors. The Board assesses the independence of our directors and examines the nature and extent of any relations between the Company and our directors, their families and their affiliates. The Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (NYSE) requirements for director independence (as set forth in Appendix A to this proxy statement) and the Board of Directors affirmatively determines that the director has no material relationship with DXC (either directly, or as a partner, stockholder or officer of an organization that has a relationship with DXC).

The Board has determined that, except for Michael J. Salvino, the Company’s President and CEO, all of the Company’s director nominees, namely Mukesh Aghi, Amy E. Alving, David A. Barnes, Raul J. Fernandez, David L. Herzog, Dawn Rogers, Carrie W. Teffner, Akihiko Washington and Robert F. Woods, are independent for purposes of DXC’s Corporate Governance Guidelines. The Board also determined that, except for Michael J. Salvino, the Company’s President and CEO, all of the Company’s directors during fiscal 2022 were independent.

 

18		2022 Proxy Statement

		Corporate Governance

 

Independent Director Meetings. The non-management directors regularly meet in executive session after the conclusion of each regularly scheduled Board meeting, and meet at such additional times as they may determine.

Committee Independence Requirements. All members serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must either be independent as defined by the Guidelines or otherwise be eligible to be a committee member under Section 303A of the NYSE Listed Company Manual. In addition, Audit Committee members must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to compensation committees and be a “non-employee director” pursuant to the Exchange Act. The company’s Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee are comprised entirely of independent members.

Limits on Director Service on other Public Company Boards

We have a highly effective and engaged Board, and we believe that our directors’ outside directorships enable them to contribute valuable knowledge and experience to our Board. Nonetheless, the Board is sensitive to the external obligations of its directors and the potential for overboarding. Our Guidelines provide that directors should not serve as a director of another company if doing so would create actual or potential conflicts or interfere with their ability to devote sufficient time and effort to their duties as a director of DXC. Directors who have a full-time job should not serve on the boards of more than three other public companies and directors who do not have a full- time job should not serve on the board of more than four other public companies.

On May 17, 2022, the Company announced that David Herzog will become Lead Independent Director (LID) effective after our 2022 Annual Meeting of Stockholders. In connection with his appointment as LID, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as LID for the Company.

Director Attendance

Pursuant to our Guidelines, directors are expected to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of the Company’s stockholders at which they are standing for election or re-election as directors.

During the fiscal year ended March 31, 2022, DXC held five meetings of the full DXC Board of Directors, DXC’s Audit Committee held eight meetings, DXC’s Compensation Committee held six meetings, DXC’s Nominating/Corporate Governance Committee held five meetings and DXC’s Risk Committee, which was eliminated on August 17, 2021, held one meeting. No DXC director on the DXC Board as of March 31, 2022 attended fewer than 91% of the aggregate of (1) the total number of Board meetings that occurred while he or she was a member of the Board, and (2) the meetings held by each Board committee on which he or she served. Each of the DXC directors then serving attended the 2021 Annual Meeting of Stockholders.

Stockholder Engagement

Governance is a continuing focus at DXC, starting with the Board and extending to all employees.

Management and the Board believe that stockholder engagement is an important component of our governance practices. DXC has an ongoing stockholder outreach program to build relationships with our stockholders and develop a dialogue about DXC’s corporate governance program. We value the input we receive from stockholders, engage on a variety of matters, including corporate governance, executive compensation, ESG issues and human capital management, and strive to be responsive to that feedback.

For details regarding our stockholder engagement efforts relating to our executive compensation program as a result of the 2021 advisory vote to approve executive compensation, please refer to “2021 Say-on-Pay Vote and Stockholder Engagement” in the Compensation Discussion and Analysis.

 

							19

		Corporate Governance

 

Risk Oversight

We believe our Board leadership structure supports a risk-management process in which senior management is responsible for our day-to-day risk-management processes and the Board provides oversight of our risk management. As part of its oversight responsibility, the Board oversees and maintains our governance and compliance processes and procedures to promote high standards of responsibility, ethics and integrity.

Management Role. In fiscal 2022, our Chief Operating Officer (COO) focused on leading the Company’s risk and security efforts and risk management efforts, including cybersecurity preparedness, resiliency and security, brand protection initiatives, asset protection and environmental, social and governance (ESG) risks. Our COO also worked to advance DXC’s enterprise-level resilience strategy to enable leaders to respond to security and business disruptions in an efficient and consistent manner, keeping the safety and security of employees at the forefront while protecting company assets.

In order for us to identify and mitigate our risk exposures, we have also established an Enterprise Risk Management (ERM) function to (1) identify risks in the strategic, operational, financial reporting and compliance domains, for DXC as a whole, as well as for each operating unit, and (2) evaluate the effectiveness of existing mitigation strategies. The ERM function coordinates and reviews assessments of internal processes and controls for ongoing compliance with internal policies and legal regulatory requirements. The ERM function periodically reports potential areas of risk to the Board and its committees.

In fiscal 2022, our enterprise risk, issue and opportunity management framework was centralized under a single executive owner to facilitate consistent processes, definitions and tools to proactively address operational, financial, compliance and strategic risks, issues and opportunities.

We will continue to evaluate our risk management program and structure in fiscal 2023 to ensure alignment with the Company’s strategic and operational risks.

Board Role. The Board has overall responsibility for oversight of risk and assessment of our strategic and operational risks throughout the year on an ongoing basis. Members of senior management regularly report on the opportunities and risks faced by us in the markets in which we conduct business.

Committee Role. In fulfilling its oversight role, the Board delegates certain risk management oversight responsibility to the Board’s committees. The committees meet regularly and report any significant issues and recommendations discussed during the committee meetings to the Board. Specifically, each committee fulfills the following oversight roles:

 

•

The Audit Committee oversees the accounting, financial reporting processes and related internal control framework of DXC and audits of the Company’s financial statements and internal control over financial reporting, and discusses our policies with respect to risk assessment and risk management. The Audit Committee also oversees the Company’s enterprise risk management program and ethics and compliance program.

 

•

The Compensation Committee oversees succession planning and leadership development as well as compensation plans. The Compensation Committee retains an independent compensation consultant to assist with its oversight responsibilities and to ensure that the compensation and benefit programs are designed in a manner that aligns DXC’s executive compensation program with the interests of DXC and its stockholders.

 

•

The Nominating/Corporate Governance Committee monitors the risks related to DXC’s governance structure and process. The Nominating/Corporate Governance Committee is responsible for overseeing the Board’s annual self- evaluation of its performance and overall Board effectiveness, and periodic review and recommendation to the Board of any proposed changes to DXC’s significant corporate governance documents. The Nominating/Corporate Governance Committee oversees the Company’s Environmental, Social and Governance program and climate risks, and the Information Security program.

The risks referenced above do not represent an exhaustive list of all enterprise risks that we face or that are considered and addressed from time to time by the Board and its committees. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the SEC.

 

20		2022 Proxy Statement

		Corporate Governance

 

Information Security Risk

Our Board devotes significant time and attention to oversight of information security risk. The Nominating/Corporate Governance Committee oversees the Company’s information security risk program, as well as management’s actions to identify, assess, mitigate, and remediate material information security risk incidents. In fiscal 2022, the Nominating/Corporate Governance Committee received regular quarterly reports from the Chief Operating Officer (COO) or the Chief Information Security Officer (CISO) on the Company’s information security program at each regular Committee meeting and provided an overview of these information security reports to the full Board at each regular quarterly Board meeting.

In support of the Enterprise Risk Management (ERM) function, DXC has established a Global Cyber Security Risk Management Program to identify, analyze and manage our global cyber security risk. As part of this program, the CISO and COO oversee and report identified cyber security risks to the ERM function, and material risks to the Nominating/Corporate Governance Committee of the Board. The CISO and COO also work together to analyze emerging global cyber security risks and use their expertise to review the capability of DXC’s current security posture to mitigate such risks and implement required improvements where necessary.

Our CISO and COO have extensive experience assessing and managing cybersecurity-related risks and implementing related policies, procedures, and strategies. Our CISO has served in leadership roles related to information security for over 27 years, including serving as a Deputy CISO since 2005, as a CISO since 2017 and as DXC’s CISO since May 2019. Similarly, our COO is a well-known leader with more than 20 years of experience in the technology industry and has been with DXC since 2020.

The Company maintains an information security risk insurance policy.

Oversight of COVID-19 Risks

The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the Board as well as the Board committees, as appropriate. Over the course of fiscal 2022, management regularly updated the Board on the pandemic’s impacts to our business and the strategic, operational and financial risks associated with the COVID-19 pandemic. Management continues to report to the Board on its response to the COVID-19 pandemic.

Oversight of Risks Related to Russia’s Invasion of Ukraine

Our Board has overall responsibility for oversight of risk at DXC and has been engaged in, and provided oversight for, DXC’s response to Russia’s invasion of Ukraine, including our exit of the Russian market, our continuing compliance with applicable sanctions and trade control measures, the relocation and support of our people in the affected countries, and the other related risks described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

Compensation and Risk

Management reviewed DXC’s executive and non-executive compensation programs for fiscal 2021 and determined that its policies and compensation programs were not reasonably likely to have a material adverse effect on DXC. DXC also considered its robust executive stock ownership guidelines, clawback policy and anti-hedging policy as risk-mitigating features of its executive compensation program. See more below under Risk Assessment in the Compensation Discussion and Analysis.

Prohibition on Hedging or Pledging of Company Stock

Our policy against insider trading prohibits employees, officers and directors from engaging in any speculative or hedging transactions in our securities. We prohibit hedging transactions such as puts, calls, collars, swaps, forward sale contracts, exchange funds, and similar arrangements or instruments designed to hedge or offset decreases in the market value of DXC’s securities. No employee, officer or director may engage in short sales of DXC securities, hold DXC securities in a margin account, or pledge DXC securities as collateral for a loan.

 

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Equity Ownership Guidelines

Under stock ownership guidelines adopted by the Board, Board members, other than the CEO, have an equity ownership requirement of five times their annual retainer to be achieved over a five-year period. Restricted stock units, as well as directly held shares, are taken into account for purposes of determining whether requirements have been met. Stock ownership guidelines for the executive officers, including the CEO, are described under Stock Ownership Guidelines in the Compensation Discussion and Analysis.

Talent Management and Succession Planning

Our Compensation Committee and Board are responsible for reviewing succession plans. The Compensation Committee oversees succession planning and leadership development for DXC’s senior management. The Compensation Committee has responsibility to review and make recommendations with respect to (1) the Board’s succession plan for the CEO, and (2) the company’s succession plans for other members of senior management.

Director Education

The Board recognizes the importance of its members keeping current on DXC and industry issues and their responsibilities as directors. All new directors attend orientation training soon after being elected to the Board, and annual Information Security training. Also, the Board encourages attendance at continuing education programs for Board members, which may include internal strategy or topical meetings, third-party presentations and externally-offered programs.

Code of Conduct

DXC is committed to high standards of ethical conduct and professionalism, and our Code of Conduct confirms our commitment to ethical behavior in the conduct of all DXC activities and reflects our values. The Code of Conduct applies to all directors, all officers (including our chief executive officer (CEO), chief financial officer (CFO) and principal accounting officer (PAO)) and employees of DXC, and it sets forth our policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of DXC and customer property and providing a proper and professional work environment. We maintain a worldwide toll-free and Internet-based helpline – the DXC OpenLine – which employees can use to communicate any ethics-related concerns, and we provide training on ethics and compliance topics for all employees. The DXC OpenLine is administered by a third-party provider. The ethics and compliance function resides in the Ethics and Compliance Office and is managed by DXC’s Chief Ethics and Compliance Officer.

For the year ended March 31, 2022, there were no waivers of any provisions of DXC’s Code of Conduct for our CEO, CFO or PAO. In the event DXC amends the Code of Conduct or waives any provision of the Code of Conduct applicable to our CEO, CFO and PAO that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K, we intend to disclose these actions on our website.

Retirement of Directors

Under our Bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of DXC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

 

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Board Evaluations

We are committed to providing transparency about our Board and committee evaluation process. Our Board utilizes a multi-part process for its ongoing self-evaluation to ensure that the Board is operating effectively and that its processes reflect best practices.

 

•

Annual self-evaluations: The Nominating/Corporate Governance Committee oversees the annual evaluation of the Board and each committee. Each director completes a comprehensive questionnaire evaluating the performance of the Board as a whole and the committees on which the director serves. The directors’ responses are aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses. The Chairman, together with the chair of the Nominating/Corporate Governance Committee, summarizes the directors’ responses about the performance of the Board as a whole and the committees and shares his findings with the Board. The annual evaluation process provides the Board with valuable insight regarding areas where the Board believes it functions effectively and, more importantly, areas where the Board believes it can improve.

 

•

External evaluator: From time to time, our Board evaluation process includes an external evaluator. In fiscal year 2020, the evaluation was facilitated by an outside consultant with significant corporate governance experience. In this process, the outside consultant administered a survey and interviewed directors who provided input regarding the leadership, performance and effectiveness of the Board and each committee on which they served. The outside consultant reviewed the results of its evaluation with the Nominating/Corporate Governance Committee and the full Board and made recommendations for improvements as appropriate.

 

•

Individual director assessments: The Board conducts individual assessments on a rotating basis, whereby up to four directors are periodically evaluated for purposes of providing individual developmental feedback.

In addition, the Nominating/Corporate Governance Committee periodically assesses the collective skills and experiences of our Board, comparing them to the Company’s long-term strategy.

Resignation of Employee Directors

Under the Guidelines, the CEO must offer to resign from the Board when he or she ceases to be a DXC employee.

Communicating with the Board

Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the independent Chairman of the Board, by writing in care of the Corporate Secretary, DXC Technology Company, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147. The Corporate Secretary reviews all submissions and forwards to members of the Board all appropriate communications that in his judgment are not offensive or otherwise objectionable and do not constitute commercial solicitations.

Committees of the Board

 

As of the date of this proxy statement, the Board has 13 directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee.

Each director serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must be and is independent.

In addition:

 

•

Each Audit Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and must be financially literate or must become financially literate within a reasonable period of time after the director’s appointment to the Audit Committee. No member of the Audit Committee may simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the member’s ability to effectively serve on the Audit Committee.

 

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•

Messrs. Barnes, Herzog and Woods and Ms. Teffner each qualifies as an “audit committee financial expert” for purposes of the rules of the SEC. Each member of the Audit Committee is financially literate.

 

•

Each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and SEC relating to compensation committees, and be a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.

 

•

The Board has determined that each committee member satisfies all applicable requirements for membership on that committee.

Committee Memberships

 

		Current Committee Memberships (Effective from August 17, 2021 to July 26, 2022)		Prospective Committee Memberships (Expected to be effective beginning July 26, 2022 until 2023 Annual Meeting of Stockholders)
Audit Committee		Robert F. Woods, Chair Amy E. Alving David Barnes David Herzog Carrie Teffner		Robert F. Woods, Chair David Barnes David Herzog Carrie Teffner
Compensation Committee		Akihiko Washington, Chair Mukesh Aghi Dawn Rogers		Akihiko Washington, Chair Mukesh Aghi David Herzog Dawn Rogers
Nominating/ Corporate Governance Committee		Raul Fernandez, Chair ML Krakauer Manoj Singh		Raul Fernandez, Chair Amy Alving David Barnes David Herzog

 

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The number of committee meetings during the last fiscal year and the function of each of the standing committees are described below.

Audit Committee

 

Committee		Primary Responsibilities		Number of Fiscal 2022 Meetings
Audit		•  Oversee DXC’s accounting and financial reporting processes and related internal control framework and audits of the company’s financial statements and internal control over financial reporting.   •  Assist the Board in its oversight of:   •  the integrity of the company’s financial statements;   •  the company’s compliance with legal and regulatory requirements;   •  the independent auditor’s qualifications and independence; and   •  the performance of the company’s internal audit function and independent auditors.   •  Prepare the Audit Committee report for inclusion in our annual proxy statement.   •  Oversee and review with management DXC’s enterprise risk management framework, addressing DXC’s exposure across the range of operational risk, brand/reputational risk, strategic risk, compliance risk and other risk categories as appropriate.   •  Oversee the development and implementation of DXC’s risk management program.   •  Oversee DXC’s ethics and compliance program.			8

Remediation of Material Weakness Completed as of March 31, 2022. During the quarter ended March 31, 2022, the Company completed the remediation of a previously disclosed material weakness related to the establishment and timely reassessment of policies and procedures for complex transactions and processes and the related impacts to control activities. The material weakness did not result in a restatement of prior financial statements, and the Company received an unqualified opinion on its financial statements. The Audit Committee was fully engaged and supportive of management’s efforts to remediate the material weakness and reviewed and discussed remediation at each standing Committee meeting it held in fiscal 2022, and held separate sessions of the Committee specifically to review progress on the remediation. The Committee also participated in the recruiting of a new finance leadership team with deep expertise in control environment remediation.

Anyone with questions or complaints regarding accounting, internal accounting controls or auditing matters may communicate them to the DXC Ethics and Compliance Office and our Audit Committee by contacting DXC’s OpenLine on the Company’s website, www.dxc.com, under “About Us/Leadership and Governance/Ethics and Compliance/Integrity Matters at DXC/SpeakUp!/OpenLine.” Calls may be confidential or anonymous. Questions and complaints marked for the Audit Committee are forwarded to the committee’s chairman for its review, and reviewed and addressed, as appropriate, by DXC’s General Counsel, the Vice President of Ethics and Compliance, the Head of Internal Audit, and the Principal Accounting Officer. The Audit Committee may direct special treatment, including the retention of outside advisors, for any concern communicated to it. The Code of Conduct makes clear DXC’s zero tolerance position on matters of retaliation by management or anyone against DXC employees for any report or communication made in good faith through the DXC OpenLine.

 

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Compensation Committee

 

Committee		Primary Responsibilities		Number of Fiscal 2022 Meetings
Compensation		•  Assist the Board in determining the performance and compensation of the CEO and the compensation of the non-management directors.   •  Discharge the responsibilities of the Board with respect to the compensation of other executives.   •  Administer our incentive stock plans.   •  Oversee succession planning and leadership development for our senior management.   •  Report on executive compensation for inclusion in our annual proxy statement.			6

Compensation Committee Interlocks and Insider Participation. Current Compensation Committee members Mukesh Aghi, Dawn Rogers and Akihiko Washington, as well as former Compensation Committee members Raul Fernandez and Mary L. Krakauer, were not at any time during fiscal 2022, or at any other time, one of DXC’s officers or employees. No executive officer of DXC served on the compensation committee or board of any company that employed any member of the DXC Compensation Committee or Board.

Nominating/Corporate Governance Committee

 

Committee		Primary Responsibilities		Number of Fiscal 2022 Meetings
Nominating/ Corporate Governance		•  Identify and recommend to the Board the slate of individuals to be nominated for election as directors.   •  Develop and recommend to the Board qualifications for director nominees.   •  Develop process for identifying and evaluating director nominees and identify and recommend individuals to fill Board vacancies.   •  Recommend to Board directors to serve as members and chair of each committee of the Board.   •  Review and recommend to Board appropriateness of director’s continued service in circumstances such as material change in director’s job responsibility.   •  Review proposed director memberships on new boards.   •  Oversee orientation of new directors and education of all directors.   •  Oversee Board’s annual self-evaluation of its performance.   •  Periodically review and recommend to the Board proposed changes to size, structure and operations of the Board and its committees.   •  Periodically review and recommend to the Board proposed changes to our significant corporate governance documents.   •  Review any “Interested Transactions” in accordance with the terms of DXC’s policy on related party transactions.   •  Oversee the Company’s Information Security program, including cyber security.   •  Oversee the Company’s Environmental, Social and Governance (ESG) program and climate risks.		5

 

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Audit Committee Report

 

The Audit Committee reviewed and discussed with management and Deloitte & Touche LLP, DXC’s independent auditors, DXC’s audited financial statements for the fiscal year ended March 31, 2022, management’s assessment of the effectiveness of DXC’s internal control over financial reporting and Deloitte & Touche LLP’s evaluation of DXC’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors the materials required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the Securities and Exchange Commission. In addition, the Audit Committee received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the PCAOB and discussed with them their independence.

Based on such review and discussions, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements of DXC in DXC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, for filing with the SEC.

The Audit Committee also appointed Deloitte & Touche LLP as DXC’s independent auditors for the fiscal year ending March 31, 2023, and recommended to the Board of Directors that such appointment be submitted to our stockholders for ratification.

Robert Woods, Chair

Amy Alving

David Barnes

David Herzog

Carrie Teffner

Director Compensation

 

Director compensation is reviewed annually and approved by the Board of Directors at the recommendation of the Compensation Committee. The annual review includes an analysis by the Compensation Committee’s independent consultant of the program’s framework and pay levels relative to DXC’s peer group.

The director compensation program reflects several best practices to ensure sound governance and alignment with our stockholders:

 

Director Compensation Best Practices
Annual Benchmarking		Director compensation is reviewed annually relative to DXC’s peer group to ensure it is market-competitive.
Mix of Cash and Equity		The program includes an appropriate mix of annual cash compensation and equity awards.
Vesting Requirements of   Annual Equity Awards		Restricted stock units granted under the Director Plan are scheduled to vest in full at the earlier of the first anniversary of the grant date, or the date of the next annual stockholders meeting.
Ownership Guidelines		Directors have an equity ownership guideline of five times their annual retainer to be achieved over a five-year period.
Anti-Hedging or Anti-Pledging of Company Stock		Our insider trading policy prohibits employees and directors from engaging in any speculative or hedging transactions in our securities. Additionally, the policy prohibits employees and directors from pledging DXC securities as collateral for a loan.

 

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		Corporate Governance

 

In the tables and narrative below, we describe our non-employee director compensation program and the compensation paid to our non-employee directors for fiscal 2022. Mr. Salvino, our President and CEO, does not receive any separate compensation for his activities on our Board.

 

Fiscal 2022 Director Retainers and Fees
Annual Cash Retainer for Directors other than Independent Chairman 1			$90,000
Annual Equity Award for Directors other than Independent Chairman 2			$200,000
Independent Chairman of the Board Annual Equity Award 2			$450,000
Audit Committee Chairman Retainer 1			$30,000
Compensation Committee Chairman Retainer 1			$25,000
Nominating/Corporate Governance Committee Chairman Retainer 1			$20,000
Risk Committee Chairman Retainer1,4			$20,000
Committee Member Retainer 1			$10,000
Additional Meeting Attendance Fee 1,3			$2,500 per meeting

 

1.	Amounts payable in cash could be deferred pursuant to the Deferred Compensation Plan, which is described further below in this proxy statement.

 

2.

The Annual Equity Award is designed to be payable in the form of restricted stock units (RSUs) scheduled to vest in full at the earlier of (i) the first anniversary of the grant date, or (ii) the date of the next annual meeting of DXC’s stockholders. The RSUs are redeemed for DXC stock and dividend equivalents either at that time or, if an RSU deferral election form is submitted, upon the date or event elected by the director. Directors may elect to receive deferred RSUs at either a fixed in-service distribution date, which may be in August of any year after the year in which the RSUs vest within 15 years after the grant date, or upon their separation from the Board. Distributions made upon a director’s separation from the Board may occur in either a lump sum or in annual installments over periods of five, 10 or 15 years, per the director’s election.

 

3.

Directors may earn additional meeting attendance fees in situations where there is a large number of meetings that require travel. Specifically, a director is eligible to receive the additional meeting attendance fee for meetings, special projects and assignments involving travel, once the director has exceeded (i) an aggregate of eight Board meetings, projects and assignments or (ii) an aggregate of committee meetings, projects and assignments equal to six times the number of committees on which the director serves.

 

4.	The Risk Committee was eliminated on August 17, 2021.

 

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The following table sets forth for each individual who served as a non-employee director of DXC during fiscal 2022 certain information with respect to compensation paid to them by DXC in fiscal 2022.

 

Name (a)		Fees Earned1 or Paid in Cash (b)					Stock Awards2 (c)					Total (d)
Mukesh Aghi				$109,511					$198,464				$	307,975
Amy E. Alving				111,413					198,464					309,877
David A. Barnes				103,804					198,464					302,268
Raul J. Fernandez				116,196					198,464					314,660
David L. Herzog				111,413					198,464					309,877
Mary L. Krakauer				103,804					198,464					302,268
Ian C. Read3				—					450,088					450,088
Michael J. Salvino4				—					—					—
Dawn Rogers				100,000					287,952					387,952
Manoj P. Singh				111,413					198,464					309,877
Carrie W. Teffner5				—					—					—
Kiko Washington				115,489					287,952					403,441
Robert F. Woods				118,587					198,464					317,051

 

1.	Column (b) reflects all cash compensation earned during fiscal 2022, whether or not payment was deferred pursuant to the Deferred Compensation Plan.

 

2.

Each director, other than the Chairman of the Board, serving as a non-employee director of DXC as of the close of DXC’s 2021 Annual Meeting of Stockholders on August 17, 2021, received 5,600 RSUs determined by (i) dividing $200,000 by the closing price of our common stock on the New York Stock Exchange Composite Tape on the grant date of August 20, 2021 ($35.44), and (ii) rounding the result to the nearest multiple of 100. Mr. Read, Chairman of the Board, received 12,700 RSUs determined by (i) dividing $450,000 by the closing price of our common stock on the New York Stock Exchange Composite Tape on the grant date of August 20, 2021 ($35.44), and (ii) rounding the result to the nearest multiple of 100. The RSUs are scheduled to vest in full on the date of DXC’s 2022 annual meeting (July 26, 2022). In addition, Ms. Rogers and Mr. Washington each received a pro rata RSU grant of 2,800 RSUs for service from March 4, 2021, when both Ms. Rogers and Mr. Washington joined the Board, to the date of the August 20, 2021 Annual Meeting of Stockholders.

 

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		Corporate Governance

 

Column (c) reflects the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 – Compensation – Stock Compensation (FASB ASC Topic 718) in connection with the RSUs granted during fiscal 2022. For a discussion of the assumptions made in the valuation of restricted stock and RSUs, reference is made to the section of Note 1 to the Consolidated Financial Statements in DXC’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2022 providing details of DXC’s accounting under FASB ASC Topic 718. The aggregate number of unvested DXC stock awards outstanding for each DXC non-employee director at March 31, 2022 were as follows:

 

		Name		Aggregate Unvested Stock Awards Outstanding as of March 31, 2022
		Mukesh Aghi				5,600
		Amy E. Alving				5,600
		David A. Barnes				5,600
		Raul J. Fernandez				5,600
		David L. Herzog				5,600
		Mary L. Krakauer				5,600
		Ian C. Read				12,700
		Michael J. Salvino4				—
		Dawn Rogers				5,600
		Manoj P. Singh				5,600
		Carrie W. Teffner5				—
		Akihiko Washington				5,600
		Robert F. Woods				5,600

 

3.	Mr. Read does not receive cash-based compensation for his service on the Board.

 

4.	Mr. Salvino’s compensation as President and CEO is reflected in the Summary Compensation Table. Mr. Salvino did not and does not receive separate compensation for his activities on our Board.

 

5.	Ms. Teffner was appointed to DXC’s Board of Directors on April 20, 2022 and, therefore, did not receive compensation during fiscal 2022.

 

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Environmental, Social and Corporate Governance

 

With a focus on our customers, colleagues, and communities, DXC is committed to building sustainable and responsible business practices that create value for all our stakeholders and contribute to a better world.

 

Sustainability				Inclusive, High-Impact Culture				Transparent Leadership
Advancing the sustainability of our operations and IT services while assisting our customers to become more sustainable				Building an inclusive, high-impact culture based on equitable practices, diverse employee perspectives and community stewardship				Instilling trust and garnering respect among the stakeholders we serve through transparent leadership

ESG Strategy and Targets

As a responsible corporate citizen with a commitment to environmental sustainability, we set ambitious carbon-reduction goals, and are working toward circular-economy processes and climate impact mitigation. Our sustainability approach is targeted to (1) Advancing the sustainability of our operations; (2) Advancing the sustainability of our IT services; and (3) Using our technologies and capabilities to help our customers become more sustainable.

We strive to minimize our impact on the environment and improve resource efficiency in the areas of energy consumption, data center management and travel and transportation. Our conservation efforts are supported in part by our shift to a virtual-first operating model, which enables our workforce to be largely remote and helps us reduce our greenhouse gas emissions and our overall energy consumption. While the virtual-first model mainly helps reduce the size of our office footprint, we are also pursuing efficiency programs for data centers and data center rationalization programs to reduce energy consumption.

DXC also partners with customers to help them achieve their own climate-related goals. In response to shifting customer demand, we offer a number of products and services that can have a significant impact on our customers’ sustainability objectives, delivering climate-related benefits far greater than what we could achieve alone through our internal carbon-reduction efforts. Offerings such as DXC Modern Workplace, cloud migration services and data-driven sustainability services directly reduce carbon emissions for our customers.¹

Environmental

DXC has committed to set near-term company-wide emission reductions in line with the Science Based Targets initiative (SBTi). Additional targets include reducing Scope 1 and 2 emissions 55% by 2025 against a 2019 baseline.

Achievements include:

 

✓	41% reduction in Scope 1 & 2 greenhouse gas emissions in FY21 from FY19 baseline, exceeding our FY22 target

 

✓	24% reduction in energy consumption in FY21 from FY19 baseline

 

✓	33% of electricity procured from renewable sources

 

✓	Recycled 99% of the e-waste processed through our recycling and refurbishment partners

 

1	The information in this section is based in part on data provided to us by our customers, and we do not, and do not intend to, independently verify such information or claims.

 

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		Corporate Governance

 

Social

We are committed to building a diverse, inclusive, values-based and people-first culture. Diversity is at the core of our ability to serve our customers and stockholders, and it strengthens our reputation as an employer of choice in the technology services industry and beyond.

Achievements include:

 

✓	Hiring a global Diversity & Inclusion Leader in 2021

 

✓	Establishing 20 Employee Resource Groups to cultivate diversity

 

✓	Partnering with cultural groups to increase diverse hiring

 

✓	Launching global career development programs for women

 

✓	Improving equity of employee benefits offerings

 

✓	Employees completing 3.5M training hours via DXC University

 

✓	Launching DXC Cares corporate giving and volunteer platform

Governance

DXC’s governance program is being structured to instill trust and garner respect among the stakeholders we serve through responsible and transparent leadership. Our Board devotes significant time and attention to ESG issues, inclusive of Information Security Risk and Ethics & Compliance to maintain the highest standards of corporate governance.

Achievements include:

 

✓	Experienced and engaged Board of Directors and key committees

 

✓	30% of director nominees from underrepresented social groups and 30% of director nominees are female

 

✓	Robust ethics program with proactive audit and risk assessments

 

✓	Continual investment in information security and data privacy to aggressively maintain best-in-class assurances

ESG Oversight

In fiscal 2021, we enhanced the governance of our ESG program to include a multitiered process involving the Board of Directors, members of our executive staff and internal leadership.

 

•

Our Board of Directors provides oversight of our ESG program, enabling us to have the governance, long-term strategy and processes to manage ESG outcomes and meet the needs of our stakeholders.

 

•

The Nominating/Corporate Governance Committee of our Board of Directors has specific oversight of ESG.

 

•

Our ESG leadership team updates the committee on ESG status quarterly, which is subsequently shared with the full board.

 

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Reporting frameworks

 

		Global Reporting Initiative (GRI) reporting since 2017				Reporting through Sustainability Accounting Standards Board (SASB) beginning in 2021
		CDP respondent since 2018; improved two levels from “C” to “B” rating in 2021				Reporting against the Task Force on Climate-related Financial Disclosures (TCFD) standards beginning in 2021
		UN Global Compact Signatory since 2017

Accolades

 

•

Awarded EcoVadis 2022 gold medal for outstanding sustainability performance

 

•

Achieved a top score of 100 for third consecutive year in the 2021 Disability Equality Index

 

•

Named on Newsweek’s list of America’s Most Responsible Companies 2022 for environmental, social and corporate governance performance

 

•

Named on 3BL Media’s 2021 list of 100 Best Corporate Citizens for outstanding environmental and social performance

 

•

DXC’s Mike Salvino ranked 18th in the 2021 Top 100 CEOs of large companies by Comparably

 

•

DXC named on Comparably’s 2022 list of Best Companies for Global Culture

We maintain a page on our corporate website at www.dxc.com/us/en/about-us/corporate-responsibility where information regarding our Environmental, Social and Governance (ESG) program, including our corporate responsibility reports and our accomplishments on ESG related matters, among others, may be found. We seek to be responsive to key areas of stakeholder interest through our ESG disclosures; however, the ESG disclosures on our website, including our Corporate Responsibility Reports, are not incorporated by reference into this proxy statement or our other filings with the Securities and Exchange Commission, because such disclosures include matters that are not material under the federal securities law definition of materiality or otherwise responsive to our reporting obligations.

Political Contributions and Lobbying

 

In keeping with DXC’s Code of Conduct, DXC pursues its public policy agenda in strict accordance with the law and its global Government Affairs policy which, among other things, establishes clear governance for Lobbying, Political Contributions and Contact with Government Officials.

 

•

Lobbying. The company discloses its U.S. federal, state and local lobbying activity and expenditures as required by law.

 

•

Political Contributions. DXC’s Government Affairs policy does not allow DXC to use corporate funds or assets for contributions to candidates for U.S. federal political office. DXC did not make political contributions in fiscal 2022 to U.S. state candidates or to state and local government ballot measures, Political Action Committees and political party committees.

 

•

Trade Associations. DXC did not make any trade association payments used for political contributions in fiscal 2022.

The Company’s Government Affairs policy is available on our website at www.dxc.com/us/en/about-us/leadership-and-governance/dxc-government-affairs

 

							33

		Security Ownership of Certain Beneficial Owners and Management

 

C. Security Ownership of Certain Beneficial Owners and Management

Security Ownership

 

The following table provides information on the beneficial ownership of our common stock as of May 27, 2022, by:

 

•

each person or group believed by the Company to be the beneficial owner of more than 5% of our outstanding common stock;

 

•

each of our named executive officers;

 

•

each of our directors; and

 

•

all executive officers and directors, as a group.

Unless otherwise indicated, each person or group has sole voting and investment power with respect to all shares beneficially owned.

 

Name and Address of Beneficial Owner 1		Number of Shares Beneficially Owned				Percentage of Class 2
The Vanguard Group, Inc.     100 Vanguard Blvd.     Malvern, Pennsylvania 19355			27,401,425	3			11.93	%
Franklin Resources, Inc.			19,180,529	4			8.35	%
BlackRock, Inc.     40 East 52nd Street     New York, New York 10022			15,442,625	5			6.72	%
Michael J. Salvino			347,580	7			*
Kenneth P. Sharp			23,261	7			*
Mary E. Finch			103,815	7			*
Vinod Bagal			75,888	7			*
William L. Deckelman, Jr.			211,780	6,7,8			*
Mukesh Aghi			36,817	7			*
Amy E. Alving			27,659	7			*
David A. Barnes			15,900	7			*
Raul J. Fernandez			55,792	7			*
David L. Herzog			27,706	7			*
Mary L. Krakauer			25,024	7			*
Ian C. Read			48,800	7			*
Dawn Rogers			8,400	7			*
Manoj P. Singh			27,659	7			*
Carrie W. Teffner			1,800	7			*
Akihiko Washington			8,400	7			*
Robert F. Woods			38,131	7			*
All executive officers and directors of the Company, as a group (20 persons)			1,084,412				*

 

1	Unless otherwise indicated, the address of each person or group is c/o DXC Technology Company, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147

 

34		2022 Proxy Statement

		Security Ownership of Certain Beneficial Owners and Management

 

2	Based on 229,654,849 shares of common stock issued and outstanding on May 27, 2022.

 

3

Based solely on the most recently available Schedule 13G/A filed by The Vanguard Group (Vanguard) with the SEC on February 9, 2022. The Schedule 13G/A provides that Vanguard had shared voting power over 311,167 shares of DXC, sole dispositive power over 26,558,547 shares of DXC, and shared dispositive power over 842,878 shares of DXC.

 

4

Based solely on the Schedule 13G filed by Franklin Resources, Inc. (“FRI”) on February 3, 2022. The Schedule 13G provides that these shares are beneficially owned by one or more open or closed end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (“Investment Management Subsidiaries”) of FRI. Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. Templeton Global Advisors Limited has sole voting and dispositive power with respect to 16,113,871 shares of DXC. Templeton Investment Counsel, LLC has sole voting power over 1,397,356 shares of DXC and sole dispositive power with respect to 1,464,156 shares of DXC. Templeton Asset Management Ltd. has sole voting power over 177,912 shares of DXC and sole dispositive power with respect to 994,646 shares of DXC. Franklin Templeton Investments Corp. has sole voting and dispositive power with respect to 531,109 shares of DXC. Franklin Advisers, Inc. has sole voting and dispositive power with respect to 66,836 shares of DXC. Fiduciary Trust Company International has sole voting and dispositive power with respect to 5,873 shares of DXC. Fiduciary Trust International LLC has sole voting and dispositive power with respect to 4,038 shares of DXC. The principal address of Franklin Advisors, Inc., FRI and the Principal Shareholders is One Franklin Parkway, San Mateo, California 94403.

 

5

Based solely on the most recently available Schedule 13G/A filed with the SEC on February 3, 2022, by BlackRock, Inc. (BlackRock). The Schedule 13G/a provides that (i) BlackRock is a parent holding company or control person and (ii) BlackRock, through its subsidiaries identified therein, had sole voting power over 13,920,091 shares of DXC and sole dispositive power over 15,442,625 shares of DXC.

 

6

With respect to Mr. Deckelman and all executive officers and directors of the Company as a group, includes 124,897 and 124,897 shares of common stock, respectively, subject to employee options which were outstanding on May 27, 2022, and currently are exercisable or which are anticipated to become exercisable within 60 days thereafter. These shares have been deemed to be outstanding in computing the Percentage of Class.

 

7

With respect to Messrs. Salvino, Sharp, Bagal, Deckelman, Aghi, Barnes, Fernandez, Herzog, Read, Singh, Washington and Woods, and Mses. Finch, Alving, Krakauer, Rogers and Teffner, and all executive officers and directors of the Company, as a group, includes 152,458; 14,657; 25,140; 24,096; 5,600; 5,600; 5,600; 5,600; 12,700; 5,600; 5,600; 5,600; 33,735; 5,600; 5,600; 5,600; 1,800 and 320,586 Restricted Stock Units (RSUs), respectively, outstanding as of May 27, 2022 that would vest or could settle on or within 60 days after May 27, 2022. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These shares have been deemed to be outstanding in computing the Percentage of Class.

 

8

With respect to Mr. Deckelman, and all executive officers and directors of the Company, as a group, includes 4 and 4 shares of common stock, respectively, which are held for the accounts of such persons under the Company’s Matched Asset Plan and with respect to which such persons had the right, as of May 27, 2022, to give voting instructions to the Trustee administering the Plan.

 

*	Less than 1%.

 

							35

		Certain Relationships and Related Party Transactions

 

D. Certain Relationships and Related Party Transactions

Related Party Transaction Policy

 

DXC has adopted a written policy requiring the approval of the Nominating/Corporate Governance Committee of all transactions in excess of $120,000 between the company and any related person (Interested Transactions). For the purposes of this policy, a related person is any person who was in any of the following categories at any time during the most recently completed fiscal year:

 

•

A director or executive officer of the company;

 

•

Any nominee for director;

 

•

Any immediate family member of a director or executive officer, or of any nominee for director. Immediate family members are any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director; and

 

•

Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:

 

•

Any beneficial owner of more than 5% of DXC common stock, or

 

•

Any immediate family member, as defined above, of any such beneficial owner.

A transaction includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

In determining whether to approve an Interested Transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of an Interested Transaction for which he or she (or an immediate family member) is a related party, except that the director will provide all material information concerning the Interested Transaction to the Nominating/Corporate Governance Committee.

Fiscal 2022 Related Party Transactions

 

There have been no transactions since April 1, 2021, nor are there any currently proposed transactions, in which the company was or is to be a participant and the amount involved exceeds $120,000, which required the approval of the Nominating/Corporate Governance Committee under our Interested Transaction policy, and in which any related person had, has or will have a direct or indirect material interest and which is required to be disclosed under applicable SEC rules.

 

36		2022 Proxy Statement