DEF 14A of DXC Technology Co, Jun 12, 2023

DEF 14A of DXC Technology Co

Filed Jun 12, 2023 · FY20230001688568-23-000062

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Our Director Nominees

    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.

  3. Our Director Nominees

    | Name | Age* | Director Since | Independent | Principal Occupation | Other Public Company Boards | | David A. Barnes | 67 | 2020 | l | Former SVP and Chief Information and Global Business Services Officer of UPS | — | | Raul J. Fernandez | 56 | 2020 | l | Vice Chairman and co-owner of Monumental Sports & Entertainment and current member of Broadcom board | 1 | | Anthony Gonzalez | 38 | 2023 | l | Former U.S. Congressman in the United States House of Representatives and current Executive-in-Residence for Alpine Investors | — | | David L. Herzog Lead Independent Director | 63 | 2017 | l | Former CFO and EVP of AIG and current member of MetLife and Ambac Financial Group boards | 2** | | Pinkie D. Mayfield | 55 | — | l | Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company and current member of Broadmark Realty Capital board | 1 | | Karl Racine | 60 | 2023 | l | Former Attorney General of the District of Columbia and current Partner at Hogan Lovells | — | | Dawn Rogers | 58 | 2021 | l | Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer | — | | Michael J. Salvino Chairman | 57 | 2019 | | Chairman, President and CEO of DXC Technology | — | | Carrie Teffner | 56 | 2022 | l | Former Interim Executive Chair of the Board of the Ascena Retail Group and former CFO of Crocs | — | | Akihiko Washington | 64 | 2021 | l | Former EVP of Worldwide Human Resources for Warner Bros. Entertainment | — | | Robert F. Woods | 68 | 2017 | l | Former SVP and CFO at SunGard Data Systems Inc. | — |

  4. Our Director Nominees

    *As of June 12, 2023 ** Mr. Herzog is not standing for reelection at the 2023 annual meeting of stockholders of Ambac Financial Group, Inc. (Ambac) to be held on June 22, 2023. Therefore, as of the conclusion of Ambac’s 2023 annual meeting of stockholders, Mr. Herzog will serve on the board of one public company other than DXC.

  5. Our Director Nominees

    | ii | 2023 Proxy Statement |

  6. Our Director Nominees

    Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024 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, 2024. The members of the Audit Committee (the Audit Committee) of the board of directors of DXC (the Board) 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.

  7. Proposal 1: Election of Directors

    Proposal 1: Election of Directors There are 11 nominees for election to our Board of Directors. The directors elected will hold office until the 2024 Annual Meeting of Stockholders or until their successors have been elected and qualified. Each nominee has informed the Board that he or she is willing to serve as a director.

  8. 2023 Director Nominees

    2023 Director Nominees Each of the nominees has a strong reputation and experience in areas relevant to the strategy and operations of DXC’s businesses. Each of the nominees holds or has held senior executive positions in global or large, 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. Mukesh Aghi and Amy Alving will not stand for re-election and their respective term will end at the conclusion of the Annual Meeting.

  9. 2023 Director Nominees

    | 2 | 2023 Proxy Statement |

  10. 2023 Director Nominees

    | Table of Contents | Proposals |

  11. 2023 Director Nominees

    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.

  12. 2023 Director Nominees

    | 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 | Government/Regulatory and Public Policy | ESG | | David A. Barnes | l | l | l | l | | | l | | | | Raul J. Fernandez | l | l | l | l | l | l | l | | | | Anthony Gonzalez | l | | | l | | l | | l | l | | David L. Herzog | l | l | l | l | l | l | | | | | Pinkie D. Mayfield | l | l | | l | | l | | | | | Karl Racine | l | | | | l | | | l | l | | Dawn Rogers | l | l | | | l | | | | l | | Michael J. Salvino | l | l | l | | l | l | l | | | | Carrie W. Teffner | l | l | | l | l | l | l | | | | Akihiko Washington | l | l | l | | l | | | | l | | Robert F. Woods | l | l | l | l | | l | | | |

  13. Board Diversity and Refreshment

    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, while we do not have a separate written Board diversity policy, 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.

  14. Board Diversity and Refreshment

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  15. Board Diversity and Refreshment

    | Proposals | Table of Contents |

  16. Board Diversity and Refreshment

    Our Board believes that these considerations and goals, together with the Board’s Annual Evaluation and the Board Retirement policy based on an age limit of 72, are important factors in the Board’s refreshment efforts. Since August 2020, we have welcomed seven new directors to the Board, two of whom are women and four others of whom are from a traditionally underrepresented 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 and David A. Barnes were nominated for election as directors at our 2020 annual meeting of stockholders. We appointed Dawn Rogers and Akihiko Washington to our Board in March 2021, and Carrie Teffner to our Board in April 2022. Most recently, we appointed Anthony Gonzalez and Karl Racine to our Board in January 2023. At our 2022 annual meeting of stockholders, our Board was comprised of three women and seven men, meaning that over 30% of our Board was comprised of women. With the departure of Ms. Alving at the Annual Meeting, and the recent addition of two new directors who are men from traditionally underrepresented racial / ethnic groups, the percentage representation of women on the Board has correspondingly decreased. The nomination of Ms. Mayfield to the Board furthers the Board’s refreshment efforts and reflects the Board’s continuing commitment to achieving and maintaining a diverse membership. The Board will continue to take these matters into consideration as it engages in appropriate and timely succession planning. The majority of our Board is diverse based on directors’ self-identified gender, race, ethnicity and/or nationality.

  17. Board Diversity and Refreshment

    | Board Diversity—Background of Director Nominees | | | | | | | | | | | | | | David Barnes | Raul Fernandez | Anthony Gonzalez | David Herzog | Pinkie Mayfield | Karl Racine | Dawn Rogers | Michael Salvino | Carrie Teffner | Akihiko Washington | Robert Woods | | Tenure/Age/Gender | | | | | | | | | | | | | Years on the Board | 3 | 3 | 0 | 6 | 0 | 0 | 2 | 4 | 1 | 2 | 6 | | Age | 67 | 56 | 38 | 63 | 55 | 60 | 58 | 57 | 56 | 64 | 68 | | Gender | M | M | M | M | F | M | F | M | F | M | M | | Race/Ethnicity/Nationality | | | | | | | | | | | | | African American/Black | | | | | l | l | | | | l | | | Asian | | | | | | | | | | l | | | White/ Caucasian | l | | | l | | | l | l | l | | l | | Hispanic/ Latinx | | l | l | | | | | | | | | | Born Outside the U.S. | | | | | | l | | | | | |

  18. Board Diversity and Refreshment

    | 4 | 2023 Proxy Statement |

  19. Board Diversity and Refreshment

    | Table of Contents | Proposals |

  20. 2023 Director Nominees Biographies

    2023 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.

  21. 2023 Director Nominees Biographies

    | | David A. Barnes Age: 67 Director Since: 2020 | DXC Committees: •Audit • Nominating/Corporate Governance | 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, 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. | | | |

  22. 2023 Director Nominees Biographies

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  23. 2023 Director Nominees Biographies

    | Proposals | Table of Contents |

  24. 2023 Director Nominees Biographies

    | | Raul J. Fernandez Age: 56 Director Since: 2020 | DXC Committees: •Nominating/Corporate Governance (chair) | Other Public Company Boards: Current: •Broadcom, Inc. Former (Past Five Years): •GameStop Corp. •Capitol Investment Corp. V | | Mr. Fernandez has served as a member of our Board since August 13, 2020. He 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 Women’s National Basketball Association’s Washington Mystics, the National Hockey League’s Washington Capitals, the National Basketball Association’s Washington Wizards and the Wizards District Gaming NBA 2K team. The partnership also owns and operates Capital One Arena, Washington, D.C.’s premier sports and entertainment complex, and NBC Sports Washington, a regional sports network operating in the mid-Atlantic region. He is a Special Advisor to and a Limited Partner of Carrick Capital Partners, a private equity firm, and a member of the Strategic Advisory Board and a Limited Partner of Volition Capital, a growth equity firm. He founded and was Chief Executive Officer of Proxicom, Inc. (NASDAQ: PXCM), a global provider of e-commerce solutions for Fortune 500 companies, from its inception in 1991 until its acquisition by Dimension Data (LSE: DDT) in 2001. He was Chairman and Chief Executive Officer of ObjectVideo, Inc., a developer of intelligent video surveillance software, from January 2004 to March 2017. He was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez currently serves on the board of directors of Broadcom, Inc. (NASDAQ: AVGO), a global technology leader in semiconductor and infrastructure software solutions. He also served as a director of Capitol Investment Corp. V from October 2020 to July 2021, GameStop Corp. from April 2019 to June 2021 and Kate Spade & Co. from 2001 until its acquisition by Coach, Inc. in July 2017, and as Chairman of the board of Proxicom from 1991 until its acquisition in 2001. 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 the technology landscape and with overseeing information security risks, including an understanding of the information security threat landscape and of DXC’s enabling technologies. Mr. Fernandez also brings to the Board experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, and policies and processes to effectively manage and monitor these in support of stockholders’ interests, 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. | | | |

  25. 2023 Director Nominees Biographies

    | 6 | 2023 Proxy Statement |

  26. 2023 Director Nominees Biographies

    | Table of Contents | Proposals |

  27. 2023 Director Nominees Biographies

    | | Anthony Gonzalez Age: 38 Director Since: 2023 | DXC Committees: •Compensation | | Mr. Gonzalez has served as a member of our Board since January 5, 2023. He currently is an Executive in Residence for Alpine Investors, a private equity firm, since March 2023. Mr. Gonzalez is a former U.S. Congressman for Ohio’s 16th Congressional District in the United States House of Representatives, where he served from 2019 until January 2023. Mr. Gonzalez served on the House Financial Services Committee and the Committee on Science, Space, and Technology. Additionally, he served on the House China Task Force and the Select Committee on the Climate Crisis. His legislative areas of focus included capital markets, financial technology, and climate change while he also proudly served as the Vice Ranking Member of the Diversity and Inclusion Subcommittee on Financial Services. A graduate of The Ohio State University and Stanford University’s Graduate School of Business, Mr. Gonzalez played five seasons in the National Football League where he was a first-round draft pick of the Indianapolis Colts. Upon retiring from the NFL in 2012 and earning his Masters in Business Administration in 2014, Mr. Gonzalez served as the Director of Business Development and Corporate Development for Beneco, Inc. from June 2014 until June 2015, where he was a Board Observer and helped stabilize the business through a change of ownership and multiple CEO transitions. In July 2015, he joined InformedK12 (formerly Chalk Schools) where he served as Chief Operating Officer and led all commercial and business functions for the company until June 2017, helping to triple the size of the business. Qualifications: Mr. Gonzalez brings to the DXC Board of Directors extensive regulatory and policy-making experience in business, government, technology, and public service as well as on ESG matters, including climate-related matters, from his service in the United States House of Representatives. He has experience in workforce transformation, restructuring and building a high-performance culture in a complex large 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. Gonzalez also brings to the Board broad leadership and management experience with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results, 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. | | |

  28. 2023 Director Nominees Biographies

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  30. 2023 Director Nominees Biographies

    | | David L. Herzog Age: 63 Director Since: 2017 | DXC Committees: •Audit • Compensation • Nominating/Corporate Governance | Other Public Company Boards: Current:* •Metlife, Inc. •Ambac Financial Group, Inc. Former (Past Five Years): •PCCW Limited (Hong Kong) | | Mr. Herzog has served as a member of our Board since April 1, 2017 and as Lead Independent Director since July 26, 2022. 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 currently also a member of the board of directors and chair of the Audit Committees of MetLife Inc. and of Ambac Financial Group, Inc. He previously served as a member of the board of directors of PCCW Limited (Hong Kong) from November 2017 to July 2022. *Mr. Herzog is not standing for reelection at the 2023 annual meeting of stockholders of Ambac Financial Group, Inc. to be held on June 22, 2023. Therefore, as of the conclusion of Ambac’s 2023 annual meeting of stockholders, Mr. Herzog will serve on the board of one public company other than DXC. 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. In addition, the Board believes that his extensive leadership and management experience qualifies Mr. Herzog to serve as Lead Independent Director of the Board and to help ensure effective, independent oversight and an appropriate balance between management and the independent directors of the Board. | | | |

  31. 2023 Director Nominees Biographies

    | 8 | 2023 Proxy Statement |

  32. 2023 Director Nominees Biographies

    | Table of Contents | Proposals |

  33. 2023 Director Nominees Biographies

    | | Pinkie D. Mayfield Age: 55 | Other Public Company Boards: Current: •Broadmark Realty Capital Inc. | | Ms. Mayfield is the Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company (formerly The Washington Post Company), a diversified conglomerate whose principal operations include education and media. In her current role since 2015, Ms. Mayfield is responsible for corporate affairs, public relations, communications and strategic initiatives. Since joining Graham Holdings in 1998, she has held several executive leadership positions. Prior to joining Graham Holdings, Ms. Mayfield was a Vice President and Trust Officer at NationsBank (now Bank of America) in the Investment Services Division. A director of Founders Bank, a Washington D.C.-based community bank, she has chaired the audit committee since joining the board in 2020. Ms. Mayfield also currently serves as a member of the board of directors of Broadmark Realty Capital Inc. and as the treasurer of the board of directors of the District of Columbia College Access Program and a trustee of the Philip L. Graham Fund. Ms. Mayfield graduated magna cum laude with a B.A. in business administration from Trinity Washington University and earned an M.B.A. from the University of Maryland University College. Qualifications: Ms. Mayfield is a seasoned finance and banking executive with experience in multiple sectors who brings to the Board extensive leadership and management experience, including in public relations, corporate affairs, communications, and investor relations. She brings a diverse perspective to the Board as well as experience with corporate and board governance, including assessing enterprise risk, regulatory requirements, executive compensation practices and policies and processes to effectively manage and monitor these areas, in support of the stockholders’ interests. Ms. Mayfield also has 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. | | |

  34. 2023 Director Nominees Biographies

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  35. 2023 Director Nominees Biographies

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  36. 2023 Director Nominees Biographies

    | | Karl Racine Age: 60 Director Since: 2023 | DXC Committees: •Nominating/Corporate Governance | Other Public Company Boards: Current: •SHF Holdings, Inc. | | Mr. Racine has served as a member of our Board since January 5, 2023. Mr. Racine is the former Attorney General of the District of Columbia. He was sworn in as the District of Columbia’s first elected Attorney General in 2015 and was reelected to a second term in 2018, where he served until January 2, 2023. As Attorney General, Mr. Racine was front-and-center on emerging issues that intersect with artificial intelligence, big data, privacy and competition law. He has been a national leader in holding big tech companies accountable and fighting for the privacy rights of consumers. Lawsuits he pioneered as Attorney General have been credited with bringing issues–such as geolocation tracking and inadequate data protection–into the national spotlight and are being replicated by bipartisan attorneys general across the country. Outside of litigation, Mr. Racine has been a vocal advocate calling on tech companies to be responsible content moderators. After the January 6th insurrection, Mr. Racine's advocacy prompted Facebook to take down targeted ads of military tactical gear and weapons accessories until after the inauguration. Mr. Racine is a partner at Hogan Lovells LLP since January 2023. He also serves on the board of directors of SHF Holdings, Inc., a financial services technology firm that serves the regulated cannabis industry. In 2021, Mr. Racine served as President of the bipartisan National Association of Attorneys General (NAAG). In 2022, NAAG awarded him the highest honor bestowed to a sitting Attorney General—the Kelley-Wyman Award. Mr. Racine draws on over 30 years of legal and leadership experience. Over the course of his career, he has worked at the D.C. Public Defender Service, where he represented District residents who could not afford a lawyer, served as Associate White House Counsel to President Bill Clinton, and worked on criminal cases and complex civil litigation at private firms. While in private practice, he was elected managing partner of his firm, Venable LLP, and became the first African-American managing partner of a top-100 American law firm. Qualifications: Mr. Racine is a seasoned lawyer and politician who brings to the DXC Board of Directors extensive legal and leadership experience. He brings a diverse perspective to the Board as well as broad regulatory and policy-making experience in government, public service and ESG matters. The Board believes Mr. Racine’s legal background can assist in fulfilling the Board’s oversight responsibilities as to ESG matters and legal and regulatory compliance and regulatory authority engagement. | | | |

  37. 2023 Director Nominees Biographies

    | 10 | 2023 Proxy Statement |

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    | Table of Contents | Proposals |

  39. 2023 Director Nominees Biographies

    | | Dawn Rogers Age: 58 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 as well as 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 ESG matters and with corporate governance, including oversight of human capital management and executive compensation practices. | | |

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    | Proposals | Table of Contents |

  42. 2023 Director Nominees Biographies

    | | Michael J. Salvino Age: 57 Director Since: 2019 | | Mike Salvino serves as Chairman, President and Chief Executive Officer of DXC. He was appointed Chief Executive Officer of DXC in 2019, has been a member of the Board of Directors since May 2019, and became Chairman of the Board of Directors of DXC effective July 2022. Mr. Salvino has expertise in transforming businesses by building better cultures, strengthening customer relationships, and focusing on a company’s financial foundation. At DXC he has also focused on reducing debt, better managing capital allocation, and driving growth through expanded margin, earnings per share (EPS) and free cash flow (FCF). 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. Mike 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 BS 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 Chairman, President and Chief Executive Officer. | |

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    | 12 | 2023 Proxy Statement |

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  45. 2023 Director Nominees Biographies

    | | Carrie W. Teffner Age: 56 Director Since: 2022 | DXC Committees: •Audit | Other Public Company Boards: Former (Past Five Years): •Avaya Holdings •GameStop Corp. •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 serves on the boards of directors of BFA Industries since February 2021 and of International Data Group (IDG) since February 2022. 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 and on the board of directors of Avaya Holdings from February 2023 to May 2023. 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 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 has a robust 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. Ms. Teffner also brings to the Board extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, as well as broad capital markets and treasury experience. She also has experience managing information security risks, including an understanding of the information security threat landscape. | | | |

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    | Proposals | Table of Contents |

  48. 2023 Director Nominees Biographies

    | | 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, as well as experience with ESG matters and with corporate governance, including oversight of human capital management, executive compensation practices. | | |

  49. 2023 Director Nominees Biographies

    | 14 | 2023 Proxy Statement |

  50. 2023 Director Nominees Biographies

    | Table of Contents | Proposals |

  51. 2023 Director Nominees Biographies

    | | Robert F. Woods Age: 68 Director Since: 2017 | DXC Committees: •Audit (chair) | | 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. | | |

  52. 2023 Director Nominees Biographies

    The Board of Directors recommends a vote FOR the election of each of these 11 nominees for director.

  53. 2023 Director Nominees Biographies

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    | Proposals | Table of Contents |

  55. 2023 Director Nominees Biographies

    Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024 The Audit Committee has appointed Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2024, 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, 2024 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 regarding the audit of DXC’s financial statements. 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.

  56. Director Compensation

    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:

  57. Director Compensation

    | 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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  59. Director Compensation

    | Table of Contents | Corporate Governance |

  60. Director Compensation

    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 2023. Mr. Salvino, our Chairman, President and CEO, does not receive any separate compensation for his activities on our Board.

  61. Director Compensation

    | Fiscal 2023 Director Retainers and Fees | | | Annual Cash Retainer(1) | $90,000.00 | | Annual Equity Award(2) | $200,000.00 | | Lead Independent Director Retainer(1) | $50,000.00 | | Audit Committee Chairman Retainer(1) | $30,000.00 | | Compensation Committee Chairman Retainer(1) | $25,000.00 | | Nominating/Corporate Governance Committee Chairman Retainer(1) | $20,000.00 | | Committee Member Retainer(1) | $10,000.00 | | Additional Meeting Attendance Fee(1)(3) | $2,500 per meeting |

  62. Director Compensation

    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.

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    | Corporate Governance | Table of Contents |

  65. Director Compensation

    The following table sets forth for each individual who served as a non-employee director of DXC during fiscal 2023, certain information with respect to compensation paid to them by DXC in fiscal 2023.

  66. Director Compensation

    | Name (a) | Fees Earned(1) or Paid in Cash ($) (b) | Stock Awards(2) ($) (c) | Total ($) (d) | | Mukesh Aghi(4) | 100,000 | 199,080 | 299,080 | | Amy E. Alving(4) | 100,000 | 199,080 | 299,080 | | David A. Barnes | 106,821 | 199,080 | 305,901 | | Raul J. Fernandez | 120,000 | 199,080 | 319,080 | | Anthony Gonzalez | 24,167 | 111,568 | 135,735 | | David L. Herzog | 147,745 | 199,080 | 346,825 | | Mary L. Krakauer(5) | 31,793 | — | 31,793 | | Ian C. Read(5) | — | — | — | | Karl Racine | 24,167 | 111,568 | 135,735 | | Dawn Rogers | 100,000 | 199,080 | 299,080 | | Michael J. Salvino(3) | — | — | — | | Manoj P. Singh(5) | 31,793 | — | 31,793 | | Carrie W. Teffner | 94,722 | 252,414 | 347,136 | | Akihiko Washington | 125,000 | 199,080 | 324,080 | | Robert F. Woods | 130,000 | 199,080 | 329,080 |

  67. Director Compensation

    1.Column (b) reflects all cash compensation earned during fiscal 2023, whether or not payment was deferred pursuant to the Deferred Compensation Plan. 2.Each director serving as a non-employee director of DXC as of the close of DXC’s 2022 Annual Meeting of Stockholders on July 26, 2022 received 6,300 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 July 29, 2022 ($31.60), 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 2023 annual meeting (July 25, 2023). In addition, Ms. Teffner received a pro rata RSU grant of 1,800 RSUs for service from April 20, 2022, when she joined the Board, to the date of the July 26, 2022 Annual Meeting of Stockholders, which also reflects the date the RSUs vested in full, and Messrs. Gonzalez and Racine each received pro rata RSU grants of 3,800 RSUs for service from January 5, 2023, when each joined the Board, & both their grants are scheduled to vest in full on the date of DXC's 2023 Annual Meeting of Stockholders (July 25, 2023). 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 2023. 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, 2023

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  70. Director Compensation

    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, 2023 were as follows:

  71. Director Compensation

    | Name | Aggregate Unvested Stock Awards Outstanding as of March 31, 2023 | | Mukesh Aghi(4) | 6,300 | | Amy E. Alving(4) | 6,300 | | David A. Barnes | 6,300 | | Raul J. Fernandez | 6,300 | | Anthony Gonzalez | 3,800 | | David L. Herzog | 6,300 | | Mary L. Krakauer(5) | — | | Ian C. Read(5) | — | | Karl Racine | 3,800 | | Dawn Rogers | 6,300 | | Michael J. Salvino | — | | Manoj P. Singh(5) | — | | Carrie W. Teffner | 6,300 | | Akihiko Washington | 6,300 | | Robert F. Woods | 6,300 |

  72. Director Compensation

    3. 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 additional service as Chairman of the Board. 4. Mr. Aghi and Ms. Alving will serve on the Board until DXC’s 2023 Annual Meeting of Stockholders. 5. Ms. Krakauer and Messrs. Read and Singh served on the Board until our 2022 annual meeting of stockholders held on July 26, 2022. Mr. Read did not receive cash-based compensation for his service on the Board.

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  75. Fiscal 2023 Compensation Plan Decisions: Strong Emphasis on Performance

    | Long-Term Incentive Equity: Majority Performance-Based | •Majority of CEO and NEO long-term incentive equity awards are performance-based. •Overall, 76% (delivered in 70% PSUs and 30% RSUs) of our CEO’s target compensation is allocated to long-term incentive equity. •For other NEOs, 59% (delivered in 60% PSUs and 40% RSUs) of their fiscal 2022 target compensation is allocated to long-term incentive equity. •Starting in fiscal 2023, the PSU weighting of the equity granted to other NEOs was increased from 50% to 60% to further enhance the performance orientation of our executive compensation program. | | Short-Term Annual Cash Incentive: Payouts based on performance against rigorous goals and using objective measures only | •Fiscal 2023 Adjusted EBIT Margin %, with 60% weighting, was introduced as a new metric that best captures the success of DXC’s optimization efforts and improved operational performance. •Fiscal 2023 Organic Revenue Growth %, with 40% weighting, was also introduced as a new metric. |

  76. Fiscal 2023 Compensation Plan Decisions: Strong Emphasis on Performance

    | Annual incentive payouts below target demonstrate Pay for Performance Alignment | •In fiscal 2023, under the annual cash incentive plan, the Compensation Committee determined that the Company’s achievements for Adjusted EBIT Margin % and Organic Revenue Growth % were approximately 90% and 97%, respectively, which were below target performance but above threshold, resulting in a calculated payout of approximately 60% of target, also demonstrating the alignment between pay and performance. |

  77. Fiscal 2023 Compensation Plan Decisions: Strong Emphasis on Performance

    | Award | Achievement | Payout | | STI: Fiscal 2023 (Incentive Compensation Plan) | Below Target | 60% Payout |

  78. Fiscal 2023 Compensation Plan Decisions: Strong Emphasis on Performance

    | •Further underscoring the pay and performance alignment, actual annual incentive payouts were based on Company financial performance with no positive subjective discretion applied to increase any NEOs’ final annual cash incentive payouts. |

  79. Fiscal 2023 Compensation Plan Decisions: Strong Emphasis on Performance

    | Peer Group: Appropriate Peer Group to Reference | •Each year, the Compensation Committee, with the assistance of its independent compensation consultant, reviews the peer group of comparable companies to use as a reference point in connection with executive compensation decisions. •In determining the peer group, the criteria of competitors for talent, revenues and headcount are given more weight in the Compensation Committee’s determination than market capitalization, in part because of the view that DXC’s stock price is somewhat depressed and thus market capitalization is not as significant a factor. |

  80. Pay Outcomes Demonstrate Pay for Performance Alignment

    The chart below displays the following amounts: Summary Compensation Table reported amounts are the sum of the following: (1) actual salary paid per the Summary Compensation Table; (2) actual annual incentive payout for the performance year; and (3) the accounting grant date fair values of PSUs and RSUs. Realized Pay amounts are the sum of the following: (1) actual salary paid per the Summary Compensation Table; (2) actual annual incentive payout for the performance year; and (3) the actual value of all PSUs and RSUs that vested during the fiscal year, based on the stock price on the vesting date. Cumulative TSR is calculated based on DXC Technology’s stock price on the last trading day of fiscal 2023 in comparison to the Company stock price on the last trading day of fiscal 2020 and assumes an initial investment of $100 on the last trading day of fiscal 2020, plus reinvested dividends.

  81. Fiscal 2023 CEO Target Direct Compensation Aligned with Peer Median; Peer Group Rigorously Determined

    Fiscal 2023 CEO Target Direct Compensation Aligned with Peer Median; Peer Group Rigorously Determined As described below under “Section IV. Compensation Determination Process--Compensation Peer Group and Peer Selection Process,” the Compensation Committee believes that obtaining relevant market data is very important to making determinations about executive compensation. The Compensation Committee takes into consideration the structure, components, and amounts paid under the executive compensation programs of other comparable, peer companies when making decisions about the structure and component mix of our program. The Compensation Committee also considers the Company’s compensation philosophy and objectives, internal fairness and market trends, and other relevant factors.

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    | Executive Compensation | Table of Contents |

  84. Fiscal 2023 CEO Target Direct Compensation Aligned with Peer Median; Peer Group Rigorously Determined

    In fiscal 2022, in view of Mr. Salvino’s leadership in executing on the Transformation Journey, the Compensation Committee and the Board set his target total direct compensation opportunity at the median of the peer companies, which was $16.75 million. For fiscal 2023, Mr. Salvino’s target total direct compensation opportunity was then evaluated at the 23rd percentile of peers. Although Mr. Salvino demonstrated clear execution on our Transformation Journey and delivered a better culture, stronger customer relationships, an enhanced sales model and improved financial performance, the Compensation Committee and the Board determined not to increase Mr. Salvino’s base salary, target STI, or target LTI opportunity. In accordance with our pay for performance and stockholder alignment philosophy, the vast majority (92%) of Mr. Salvino’s $16.75 million target total direct compensation opportunity in fiscal 2023 was variable and at-risk, with a majority (69%) being subject to rigorous and preset short- and long-term performance conditions. Under SEC reporting rules, PSUs with a relative stock price metric must be reported based on their grant date fair value under applicable accounting rules. As such, and because the PSUs represented a large percentage of the total, the reported amount shown in the Summary Compensation Table differs from the amount that the Compensation Committee targeted. The amount realized will depend on financial performance and total shareholder return performance relative to a comparison peer group over the three-year performance period.

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    | Table of Contents | Executive Compensation |

  87. Compensation Program Governance

    | What We Do | What We Don’t Do | | Proactively reach out to stockholders to understand and address their feedback and concerns regarding our executive compensation program Majority of total executive compensation is at-risk and performance-based Appropriate allocation of short- and long-term compensation Combination of balanced performance metrics Multi-year vesting period for PSUs and RSUs to motivate long-term performance and align the interests of our executive officers with stockholder interests Independent consultant engaged by Compensation Committee Benchmark compensation decisions against data from rigorously-determined peer group Apply stock ownership guidelines (CEO guideline is 7x base salary) Include clawback provisions in our key incentive programs Perform an annual risk assessment of our compensation program Regularly review dilution and share utilization levels Annual incentives and PSU payouts are capped Double trigger Change in Control provisions | No dividend equivalents on unearned awards No hedging or pledging of Company securities No repricing of underwater stock options No excessive perks No excise tax gross-ups related to Change in Control No share recycling for options / SARs No exchanges of underwater options for cash No evergreen provisions in the equity plan |

  88. Role of Management

    Role of Management The Compensation Committee coordinates with the CEO, the Chief Human Resources Officer (CHRO), and the SVP, HR Global Performance, Rewards & Sustainability, in collaboration with management and the finance and legal groups as appropriate, to design and develop the compensation program. This group supports the preparation and analysis of financial data, peer group comparisons, and other materials to assist the Compensation Committee in making and implementing its decisions. The CEO, with the assistance of the CHRO and the SVP, HR Global Performance, Rewards & Sustainability, also conducts an annual review of the total compensation of each executive officer, including the named executive officers. The review includes an assessment of each executive officer’s experience, performance, the performance of the executive officer’s respective business or function, and market pay levels within our peer group. After this review, the CEO recommends base salaries, target annual cash and long-term incentive opportunities, any payouts related to the annual cash incentive plan, and annual equity grants for the executive officers to the Compensation Committee for approval.

  89. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retains Pay Governance, an independent compensation consulting firm, to advise on executive compensation matters and provide additional information regarding whether DXC’s executive compensation program is reasonable and consistent with its objectives. Pay Governance reports directly to the Compensation Committee and regularly participates in Compensation Committee meetings at the request of the Compensation Committee Chairman. During fiscal 2023, Pay Governance advised the Compensation Committee on executive compensation and governance trends; CEO and executive officer compensation; non-employee director compensation; incentive program design; selection of peer group companies; and the share usage and dilution in connection with the equity compensation plan. Pay Governance has been retained since October 2020, and the Compensation Committee has the sole authority to retain, terminate, and obtain the advice of Pay Governance at the Company’s expense. The Compensation Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and concluded that there are no conflicts of interest that prevent them from providing independent advisory services to the Compensation Committee.

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    | Table of Contents | Executive Compensation |

  92. Role of the Independent Compensation Consultant

    While the Compensation Committee took into consideration the review and recommendations of Pay Governance when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  93. Compensation Peer Group and Peer Selection Process

    Compensation Peer Group and Peer Selection Process The Compensation Committee believes that obtaining relevant market and benchmark data where we compete for talent is very important to making determinations about executive compensation. Such information provides a solid reference point for making decisions and very helpful context even though, relative to other companies, there are differences and unique aspects of the Company. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee also considers broader industry practices and our competitors for talent. The Compensation Committee, with the assistance of its independent consultant, developed and maintained a peer group in connection with decisions made in fiscal 2023 using the following criteria: •IT and professional services industries •Revenue in the range of 1/3x to 3x the revenue of DXC •Direct competitors for talent •Organizational scope/complexity (key financial and operating measures, number of employees, and profitability) DXC operates in an industry where the market for top talent is very competitive. Accordingly, the Compensation Committee recognizes that an accurate representation of DXC’s competition for talent includes a broad number of companies across the IT services landscape. In addition, we compete for talent and hire from industry leading organizations with larger market capitalizations. While DXC’s unique position as a leading end-to-end IT services company means there are relatively few pure-play IT companies of our size that are considered direct comparators, we believe that the peer group provides DXC and the Compensation Committee with a valid set of comparators and benchmarks for the Company’s executive compensation program and governance practices. In fiscal 2023, no changes were made to the existing peer group.

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  96. Compensation Peer Group and Peer Selection Process

    The peer group used in connection with decisions relating to fiscal 2023 components of compensation consisted of the following companies:

  97. Compensation Peer Group and Peer Selection Process

    | Company | Revenue Latest FYE(1) ($ in millions) | Total Employees (#) | | Accenture plc | 44,327 | 506,000 | | Aon plc | 11,066 | 50,000 | | Automatic Data Processing, Inc. | 15,005 | 56,000 | | Cisco Systems, Inc. | 49,818 | 79,500 | | Cognizant Technology Solutions Corporation | 16,652 | 289,500 | | Fidelity National Information Services, Inc. | 12,552 | 62,000 | | Fiserv, Inc. | 14,852 | 44,000 | | Hewlett Packard Enterprise Company | 26,982 | 59,400 | | Intel Corporation | 77,867 | 110,600 | | International Business Machines Corporation | 73,621 | 345,900 | | Leidos Holdings, Inc. | 12,297 | 39,000 | | Marsh & McLennan Companies, Inc. | 17,224 | 76,000 | | Texas Instruments Incorporated | 14,461 | 30,000 | | VMware, Inc. | 11,767 | 32,300 | | Western Digital Corporation | 16,922 | 65,600 | | Willis Towers Watson Public Limited Company | 9,352 | 46,100 | | Xerox Holdings Corporation | 7,022 | 24,700 | | 25th Percentile | 12,297 | 44,000 | | Median | 15,005 | 59,400 | | 75th Percentile | 26,982 | 79,500 | | DXC Technology Company | 17,729 | 134,000 | | Percentile Rank | 69th | 82nd |

  98. Compensation Peer Group and Peer Selection Process

    1.The Compensation Committee considered the revenue information that was available at the time of review, including the latest fiscal year end revenue data available as of September 1, 2021 for the peer group and for DXC.

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  100. Compensation Peer Group and Peer Selection Process

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  101. Fiscal 2023 Pay Components

    | Long-Term Incentive | | | | Performance-Based Restricted Stock Units (PSUs)* | •Encourage focus on long-term stockholder value creation through profitable growth and increase in stock price over time •Aligns compensation with key indicators of success of our strategy •Promotes retention through long-term performance achievement and vesting requirements | •70% long-term incentive (“LTI”) weighting of regular annual grant in PSUs for the CEO (60% for other NEOs) ensures a substantial proportion of equity and overall compensation is performance-based •Payouts based: 50% on cumulative Free Cash Flow achievement over the three-year performance period against a meaningful target goal, and 50% on relative total shareholder return (rTSR) against a comparator group composed of the S&P 500 IT Services Index and a custom peer group over the three-year performance period, aligning executive pay with the creation of stockholder value Cliff vesting feature requires continued employment through the end of the three- year performance period | | Time-Based Restricted Stock Units (RSUs)* | •Aligns to stockholder interests by providing a retention incentive and rewarding increase in stock price over time | •30% LTI weighting of regular annual grant in RSUs for the CEO (40% for other NEOs) incentivizes long-term value creation and retention •Vests in increments over a three-year period |

  102. Base Salary

    Base Salary Base salary is designed to compensate executives for normal day-to-day responsibilities and represents the fixed component of annual total pay. Separately, the Compensation Committee increased Mr. Sharp's base salary by 4% to bring his target total compensation closer to the peer group median (previously at the 14th percentile of the peer group). No other NEOs received any adjustments.

  103. Annual Cash Incentive Plan

    Annual Cash Incentive Plan The annual cash incentive plan for executive officers’ rewards named executive officers for the achievement of key short- term financial and other objectives that the Compensation Committee views as important steps in the execution of our overall business strategy, with the intent ultimately of increasing stockholder value.

  104. Financial Performance Measures

    Financial Performance Measures The amount of the incentive pool, if any, under the annual cash incentive plan is based on our achievement against pre-defined targets on two financial performance metrics. The two financial performance measures, Organic Revenue Growth Percentage (%)1 and Adjusted EBIT Margin Percentage (%)2, collectively represented 100% of the target opportunity, into the annual cash incentive plan for fiscal 2023. Organic Revenue Growth and Adjusted EBIT Margin are critical building blocks to achieve our key strategic goals and drive stockholder value creation, with more weighting on Adjusted EBIT Margin as overall sustained profitability that more closely correlates to cash generation is key to driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are weighted 40% Organic Revenue Growth % and 60% Adjusted EBIT Margin %.

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  107. Financial Performance Measures

    1 Organic Revenue Growth %. The Compensation Committee determined to make Organic Revenue Growth % a performance metric under the annual cash incentive plan, representing 40% of the target opportunity. Organic Revenue Growth % measures the year- over- year percentage growth in GAAP Revenue through internal organic growth without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures. 2 Adjusted Earnings Before Interest and Taxes (EBIT) Margin %. The Compensation Committee selected Adjusted EBIT Margin % as the other financial performance metric under the annual cash incentive plan, representing 60% of the target opportunity. Adjusted EBIT Margin, which is GAAP EBIT adjusted to exclude certain items which DXC management believes are not indicative of operating performance including amortization of acquired intangible assets, transaction, separation, and integration-related costs, and gains and losses on dispositions of businesses, strategic assets and interests in less than wholly-owned entities, debt extinguishment costs, and impairment losses on goodwill and other assets.

  108. Target, Threshold, and Maximum Performance Levels

    Target, Threshold, and Maximum Performance Levels The Compensation Committee set the performance targets at levels that it considered rigorous and challenging, that required substantial effort to achieve, and that considered the relevant risks and degree of difficulty during our Transformation Journey turnaround strategy. The Compensation Committee also took into consideration the recent disposition of businesses as part of the strategic priorities and how such dispositions may affect the relevant financial performance of the Company. In determining specific financial goals for the year, the Compensation Committee reviewed the annual operating plan, various factors related to the achievability of budgeted goals, including the risks associated with various macroeconomic factors, and performance relative to prior years. The Compensation Committee set the threshold level such that significant performance as a percent of the target opportunity would need to be attained (90% for Adjusted EBIT Margin % and 95% for Organic Revenue Growth %, respectively) and set the maximum level at 105% for Organic Revenue Growth % and 110% for Adjusted EBIT Margin %, respectively, to underscore the importance of achieving the target and present a significant challenge requiring exceptionally strong performance and significant effort to achieve.

  109. Payout Curves

    Payout Curves For the fiscal 2023 annual cash incentive plan, the Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance achieved relative to the targets as shown below. If performance for a performance metric is below the threshold level, then the payout will be 0% of the target payout. If we achieve 100% of target performance for a metric, the payout is 100% of target. If performance is between the threshold level and target level, or the target level and the maximum level, then the payout will be determined based on the payout graph below, providing between 50% and 200% of the target payout based on linear interpolation. If performance is above the maximum level, the maximum payout of 200% of target will be earned for that metric. After the end of fiscal 2023, the Compensation Committee determined achievement with respect to each of the financial metrics and corresponding pool funding, independently.

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  111. Payout Curves

    | Table of Contents | Executive Compensation |

  112. Individual Performance Modifier

    | Pool Funding | | Target Bonus | | Individual Performance Modifier | | Individual Payout |

  113. Target Opportunities

    Target Opportunities The Compensation Committee determines the target annual cash incentive opportunity available to each NEO by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual cash incentive.

  114. Target Opportunities

    | NEO | Fiscal 2023 Target Annual Cash Incentive Plan Opportunity as a % of Base Salary | Fiscal 2023 Target Annual Cash Incentive Plan Opportunity ($) | | Michael J. Salvino | 200.0 | 2,700,000 | | Kenneth P. Sharp | 125.0 | 906,250 | | Mary E. Finch | 110.0 | 770,000 | | Christopher Drumgoole | 110.0 | 770,000 | | William L. Deckelman Jr. | 110.0 | 660,000 |

  115. Target Opportunities

    For fiscal 2023, the Compensation Committee determined to better align the CFO’s total target compensation with the peer median, which included increasing Mr. Sharp’s target annual cash incentive opportunity as a percentage of base salary by 15 percentage points. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2023.

  116. Achievement of Financial Metrics

    The targets for the annual cash incentive plan are as follows. The threshold for Organic Revenue Growth % is 95% of the target and maximum is 105% of the target. The threshold for Adjusted EBIT Margin % is 90% of the target and maximum is 110% of the target.

  117. Payout Determination

    Payout Determination The Compensation Committee verified achievement of financial metrics relative to the targets to determine the respective performance levels. The total payout under our annual cash incentive plan for each NEO for fiscal 2023 is reflected in the table below.

  118. Payout Determination

    | NEO | Pool Funding %X | Target Annual Cash Incentive | = | Individual Payout | | Michael J. Salvino | 60%X | $2,700,000 | = | $1,620,000 | | Kenneth P. Sharp | 60%X | $906,250 | = | $543,750 | | Mary E. Finch | 60%X | $770,000 | = | $462,000 | | Christopher Drumgoole | 60%X | $770,000 | = | $462,000 | | William L. Deckelman Jr. | 60%X | $660,000 | = | $396,000 |

  119. Long-Term Incentives

    Long-Term Incentives The third main component of our executive compensation program is long-term incentives delivered in the form of equity. Consistent with our pay for performance philosophy, this component is also the largest component of executive total pay. Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee, based on recommendations from management and its compensation consultant, structured the long-term incentive opportunity for the NEOs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

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  122. Long-Term Incentives

    The use of equity as the vehicle for long-term incentives creates a strong link between performance and payouts, and a strong alignment between the interests of executive officers and our stockholders. Multi-year vesting improves retention because it gives executives an incentive to stay with the Company throughout the vesting period and be actively engaged in driving strong financial results. Finally, stock-based grants create an ownership mindset by giving executives an equity stake in the business, which gives them a strong incentive to manage the Company with the long-term perspective of an owner.

  123. Equity Vehicles and Mix for Annual Grants

    Equity Vehicles and Mix for Annual Grants The Compensation Committee made changes to the PSU performance metrics for the fiscal 2023-2025 cycle to better align executive pay with stockholder value creation as well as business operation in light of our Transformation Journey. The Compensation Committee determined to use relative TSR and cumulative Free Cash Flow, weighted equally and measured over a three-year period. The Compensation Committee then considered the relevant peer groups to use for relative TSR and selected the S&P 500 IT Services Index and a custom peer group targeting certain companies the Compensation Committee views as the Company’s competitors. For the cash generation metric, the Compensation Committee considered multiple Free Cash Flow measures that could be used for the PSU awards, including cumulative Free Cash Flow, Free Cash Flow compound annual growth rate, and Free Cash Flow per share. The Compensation Committee ultimately determined to use cumulative Free Cash Flow as the second performance metric for the fiscal 2023 PSUs due to its important role in measuring the overall financial performance and operating activities of our business.

  124. Equity Vehicles and Mix for Annual Grants

    | Equity Vehicle | Fiscal 2023 Allocation | Vesting Period | How Payouts Are Determined | Rationale for Use | | PSUs | •70% for CEO •60% for other NEOs | 3-year cliff | 50% on relative total shareholder return (rTSR) against a comparator group composed of the S&P 500 IT Services Index and a custom peer group over the three-year performance period* 50% on cumulative Free Cash Flow (FCF) achievement over the three-year performance period | •rTSR performance aligns executive officer compensation directly with the creation of stockholder value •Cumulative FCF production aligns executive officer compensation directly with a key long-term indicator of fiscal strength •Promotes long-term focus | | RSUs | •30% for CEO •40% for other NEOs | 3 years: 1/3 per year | Value of stock at vesting | •Aligns with stockholders •Promotes retention •Provides alignment to stockholders’ interests, even during periods of market volatility |

  125. Equity Vehicles and Mix for Annual Grants

    *rTSR is defined as the Company’s total shareholder return (TSR) for the fiscal 2023 PSU performance period (4/1/2022-3/31/2025), in relation to the TSRs of the companies that are members of the comparison peer group described below. TSR means the difference between (i) the average price of a share of the relevant company’s stock during the 20 trading days immediately preceding and including the start date of the performance period and (ii) the average price of a share of the same company’s stock during the last 20 trading days of the performance period, plus the value of gross dividends paid as if reinvested in the relevant company’s stock on the ex-dividend date and other appropriate adjustments for such events as stock splits.

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  128. Equity Vehicles and Mix for Annual Grants

    The relative TSR comparison companies for the fiscal 2023 PSUs, composed of the S&P 500 IT Services Index companies as of the start of the fiscal 2023 PSU performance period (excluding DXC Technology), plus 7 additional companies that we compete with for business and capital, are used to measure the relative total shareholder return for the three-year performance period. These comparison companies were reviewed and approved by the Compensation Committee. The group of companies is slightly different and broader than the fiscal 2023 compensation peer group identified under “Compensation Peer Group and Peer Selection Process” above:

  129. Equity Vehicles and Mix for Annual Grants

    | DXC Technology’s Fiscal 2023 PSU rTSR Peer Group | | S&P 500 IT Services Index Companies + Additional Custom Peer Group Companies: Conduent Incorporated Cisco Systems, Inc. Hewlett Packard Enterprise Company Intel Corporation Kyndryl Holdings, Inc. Unisys Corporation VMware, Inc. |

  130. Equity Vehicles and Mix for Annual Grants

    The Compensation Committee used the rTSR and cumulative FCF metrics because both are aligned with the value received by, and experience of, our stockholders. In addition, stockholder feedback from our fiscal 2022 outreach reflected support and encouragement from our stockholders for the change to these new metrics. The time-based RSUs are complementary to performance-based PSUs because they provide strong retention value, help balance periods of stock price volatility, and reinforce an ownership culture and commitment to creating stockholder value. The PSUs granted to the NEOs represent the opportunity to earn shares at the end of the three-year performance cycle based 50% on cumulative FCF and 50% on rTSR for the performance period of fiscal 2023-2025. The PSUs, if any, will vest after the end of the three-year performance period. The vesting for the PSUs range from 0% to 200% of the target number of shares of the grant, and the 50% based on rTSR will be capped at 100% for negative TSR. Since this is a 3-year cliff plan, the actual value received by NEOs will be based on the stock price at the time of vesting after the 3-year performance period ends. Moreover, the vested shares are also subject to significant shareholding requirements, including 7x salary for the CEO.

  131. Target Opportunities

    Target Opportunities The Compensation Committee established target long-term incentive opportunities for each of the NEOs, considering the following: •The values of, allocations to, and proportion of total compensation represented by the long-term incentive opportunities at the peer group companies; •Individual performance and criticality of, and expected future, contributions of the NEO; •Time in role, skills, and level of experience; and •Retention considerations. The Compensation Committee determined the aggregate target value of the long-term incentive equity grants, and then allocated the target value 70%/60% PSUs and 30%/40% RSUs for the CEO and NEOs, respectively. The 70% allocation to PSUs for the CEO underscored the significant emphasis on performance-based equity.

  132. Target Opportunities

    | NEO | Base Salary ($) | Target LTI (%) | Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | | Michael J. Salvino | 1,350,000 | 941%* | 12,700,000 | 8,890,000 | 288,075 | 3,810,000 | 123,461 | | Kenneth P. Sharp | 725,000 | 510% | 3,697,500 | 2,218,500 | 71,889 | 1,479,000 | 47,926 | | Mary E. Finch | 700,000 | 300% | 2,100,000 | 1,260,000 | 40,830 | 840,000 | 27,220 | | Christopher Drumgoole | 700,000 | 250% | 1,750,000 | 1,050,000 | 34,025 | 700,000 | 22,683 | | William L. Deckelman Jr. | 600,000 | 250% | 1,500,000 | 900,000 | 29,164 | 600,000 | 19,443 |

  133. Target Opportunities

    *Mr. Salvino’s Target LTI % is rounded to the nearest whole percentage number. In line with DXC’s Equity Grant Policy, the number of PSUs and RSUs granted was calculated by dividing the dollar amount of each award by the average closing price of DXC stock for the three-month period ending on the grant date. This approach reduces the impact that positive or negative swings in our stock price can have on the executive’s award size. The grant value that appears in the Summary Compensation Table will be different than the executive’s target value set forth below because it is calculated by multiplying the number of PSUs and RSUs granted by the grant date fair value, which is determined using a Monte Carlo valuation for the PSUs and is determined using the closing price on the date of grant for the RSUs. For the CEO, the Compensation Committee and Board set the target compensation opportunity in alignment with the median of the compensation peer group. As described above, however, the reported amount shown in the Summary Compensation Table below differs from (and is higher than) the amount that the Compensation Committee targeted, in part due to our volatile stock price. The actual amount realized will depend on financial and relative stock price performance over the three-year performance period. The Compensation Committee intends to make grants of long-term incentive awards annually and would grant long-term incentive awards when an individual is promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities.

  134. Vesting of Fiscal 2021 PSUs

    Vesting of Fiscal 2021 PSUs In fiscal 2021, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2021-2023. The PSUs granted to the NEOs represented the opportunity to earn shares at the end of the three-year performance cycle based on our stock price growth. The NEOs earned PSUs based on the average closing price per share of the Company’s common stock during the three-month period ending on the last day of the three-year fiscal 2021-2023 performance period compared to stock price targets. The Compensation Committee set the performance levels with the timeline for the Transformation Journey in mind. It utilized compound annual growth rates (CAGRs) and corresponding stock price growth hurdles requiring successful execution of steps on the Transformation Journey, as evidenced by significant financial and operating performance achievement and corresponding translation to stock price performance. More specifically, the threshold performance level required a rigorous 33% total stock price appreciation (or 10% CAGR in share price over the performance period) during the performance period, without which there is no payout, and the target performance level requires total stock price appreciation of approximately 56% (16% CAGR in share price over the period). The stock price growth rates are relative to the average closing price during the three-month period leading up to and including the grant date of June 2, 2020. PSU payouts ranged from 0% to 200% of the target number of shares of the grant, with the 200% vesting maximum representing a 26% CAGR or 100% stock price appreciation.

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  137. Vesting of Fiscal 2021 PSUs

    After the end of the three-year period, when the average closing price per share of the Company’s common stock during the three-month period ending on the last day of the three-year fiscal 2021-2023 performance period was measured, the Compensation Committee determined that based on the end stock price of $27.26, the fiscal 2021 award earned at 150% of target, with an achieved aggregate stock price appreciation of 77%, or 21% CAGR over the full performance period. Further, our three-year TSR over the performance period was 113.7%, as compared to 59.0% for the S&P 500 Index and 25.4% for the median of the GICS 4510 Software and Services industry.1 1 3-year cumulative total shareholder return calculated from actual closing stock price on 4/1/2020 to actual closing stock price on 3/31/2023, with any dividends reinvested. GICS 4510 represents companies with the Global Industry Classification Standard of Software and Services. Source for S&P 500 Index and GICS 4510 Companies’ (excluding DXC) cumulative total shareholder return data over the same noted time periods: S&P Capital IQ. In addition, our NEOs are subject to rigorous stock ownership guidelines in order to further align their interests with the long-term interests of our stockholders. Based on these performance results, the NEOs earned PSUs in respect of their fiscal 2021 PSU grants as follows:

  138. Vesting of Fiscal 2021 PSUs

    | NEO | Target PSUs (#) | PSU Award Achievement (%) | Earned PSUs (#) | | Michael J. Salvino | 519,818 | 150% | 779,727 | | Kenneth P. Sharp(1) | 24,618 | 150% | 36,927 | | Mary E. Finch | 68,226 | 150% | 102,339 | | Christopher Drumgoole | 34,113 | 150% | 51,170 | | William L. Deckelman Jr. | 48,733 | 150% | 73,100 |

  139. Vesting of Fiscal 2021 PSUs

    (1)Mr. Sharp’s fiscal 2021 PSU grant was pro rated based on hire date.

  140. Severance and Change in Control Compensation

    Severance and Change in Control Compensation To offer competitive total compensation packages to our executive officers, align the interests of our executives with the interests of our stockholders, as well as to ensure the ongoing retention of these individuals, DXC offers certain post- employment benefits to a select group of executives, including its NEOs. Various plans and arrangements provide for the payment of certain severance and other benefits to participants for terminations not in connection with a change in control. These plans and arrangements generally provide for the payment of severance amounts if the CEO’s or other NEOs’ employment is terminated by us without cause, or if the CEO terminates his employment for good reason. For such terminations, generally cash severance amounts are one times base salary plus a pro rata bonus, or one times the sum of base salary and target bonus, or two times the sum of base salary plus target bonus plus a pro rata bonus for the CEO and 12 months of Company-subsidized COBRA continuation ($1 million for the CEO). The vesting of the CEO’s inducement RSUs will be accelerated, and the CEO’s other RSUs would vest on a pro-rata basis; the CEO’s PSUs would remain outstanding and eligible to vest on a pro-rata basis based on the achievement of the performance goals at the end of the applicable performance period, provided at least one year in the performance period has elapsed as of the date of termination.

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  143. Severance and Change in Control Compensation

    Our Change in Control Severance Plan for Senior Management and Key Employees (which covers our NEOs other than the CEO) and the CEO’s employment agreement (which covers the CEO) each provide for severance benefits upon “double trigger” terminations without cause by the Company within three years after a Change in Control, or a termination by the NEOs for good reason within two years after a Change in Control. The amount of severance is equal to a multiple (as set forth below) of the sum of the NEO’s then-current annual base salary plus the greater of (i) the average of the three most recent annual cash incentive awards paid or determined, (ii) the target annual bonus for the year of termination, or (iii) the most recent annual bonus paid or determined prior to termination, plus a pro rata bonus for the year of termination, and health and welfare benefits. The multiple for NEOs other than the CEO is 2x, and the multiple for the CEO is 3x. Unvested time-vesting and performance-vesting restricted stock units are “double trigger” and vest only if there is a termination of employment following a change in control. There are no tax gross-ups on any amounts payable in connection with a Change in Control. Additional details about these severance arrangements are provided in the “Potential Payments Upon Change in Control and Termination of Employment” section.

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  146. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of PSUs and RSUs under our equity incentive award plans are accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the Compensation Committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  147. Summary Compensation Table

    Summary Compensation Table The following table provides information on the compensation of the NEOs paid or awarded by DXC for fiscal 2023, fiscal 2022 and fiscal 2021.

  148. Summary Compensation Table

    | Name and Principal Position (a) | Fiscal Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards(4) ($) (f) | Non-Equity Incentive Plan Comp.(5) ($) (g) | Change in Pension and Nonqualified Deferred Comp. Earnings(6) ($) (h) | All Other Comp.(7) ($) (i) | Total ($) (j) | | Michael J. Salvino Chairman, President and Chief Executive Officer | 2023 | 1,298,077 | — | 17,130,174 | — | 1,620,000 | — | 269,721 | 20,317,972 | | | 2022 | 1,365,064 | — | 25,087,727 | — | 2,025,000 | — | 238,889 | 28,716,680 | | | 2021 | 1,250,000 | — | 15,311,312 | — | 5,000,000 | — | 171,808 | 21,733,120 | | Kenneth P. Sharp Executive Vice President and Chief Financial Officer | 2023 | 690,865 | — | 4,877,660 | — | 543,750 | — | 13,559 | 6,125,834 | | | 2022 | 722,436 | — | 4,908,371 | — | 577,500 | — | 10,692 | 6,218,999 | | | 2021 | 215,385 | 750,000 | 1,673,186 | — | 291,000 | — | 2,029 | 2,931,600 | | Mary E. Finch Executive Vice President and Chief Human Resources Officer | 2023 | 673,077 | — | 2,770,315 | — | 462,000 | — | 13,903 | 3,919,295 | | | 2022 | 722,436 | — | 3,681,222 | — | 577,500 | — | 10,692 | 4,991,850 | | | 2021 | 700,000 | — | 3,899,241 | | 960,500 | — | 15,824 | 5,575,565 | | Christopher Drumgoole Executive Vice President and Chief Operating Officer | 2023 | 673,077 | — | 2,308,575 | — | 462,000 | — | 33,283 | 3,476,935 | | William L. Deckelman Jr. Executive Vice President and General Counsel | 2023 | 576,923 | — | 2,291,226 | — | 396,000 | — | 30,161 | 3,294,310 | | | 2022 | 619,231 | — | 3,055,400 | — | 495,000 | — | 24,462 | 4,194,093 | | | 2021 | 600,000 | — | 2,313,613 | — | 823,500 | — | 24,536 | 3,761,649 |

  149. Summary Compensation Table

    1.The amounts shown in Column (c) reflect all salary earned during the fiscal year. The values reflected differ from target base salary amounts shown in “Compensation Discussion and Analysis – Components of Our Compensation Program – Base Salary” due to a payroll conversion from a semi-monthly pay cycle to a bi-weekly pay cycle during the fiscal year. All NEOs are paid in U.S. dollars. 2.The fiscal 2021 amount shown in Column (d) for Mr. Sharp reflects the one-time cash sign-on bonus paid as part of his employment offer.

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  152. Summary Compensation Table

    3.The amounts shown in Column (e) reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for performance-vesting and service-vesting RSUs granted during the fiscal year. Pursuant to SEC rules, we present the amounts excluding the impact of estimated forfeitures. For a discussion of the assumptions made in the valuation of RSUs, reference is made to the section of Notes 1 and 17 to the Company’s consolidated financial statements set forth in the Company’s 2023 Annual Report filed on Form 10-K providing details of the Company’s accounting under FASB ASC Topic 718. A substantial portion of the stock awards granted consisted of PSUs. For all PSUs, the amounts included in Column (e) reflect the value at the grant date based upon the estimated performance during the performance period at 100% of target. The maximum grant date values of the fiscal 2023 stock awards (including service-vesting RSUs and Career Shares, and assuming that PSUs were to have a payout at the maximum of 200% of target) are as follows:

  153. Summary Compensation Table

    | | Fiscal 2023 Stock Awards at Maximum Value ($) | | Michael J. Salvino | 29,912,053 | | Kenneth P. Sharp | 8,067,366 | | Mary E. Finch | 4,581,943 | | Christopher Drumgoole | 3,818,255 | | William L. Deckelman Jr. | 3,585,232 |

  154. Summary Compensation Table

    4. No stock option awards were granted to the NEOs. 5. The amounts shown in Column (g) reflect amounts earned during the fiscal year under the annual cash incentive plan, based on the achievement of corporate and individual performance objectives. See “Compensation Discussion and Analysis — Components of Our Compensation Program — Annual Cash Incentive Plan” for additional detail regarding the annual performance bonus program. 6. No NEO received above market or preferential earnings from the Deferred Compensation Plan for any year presented in the table. 7. Column (i) includes the total dollar amount of all other compensation, perquisites and other property paid to the NEOs. During fiscal 2023, DXC offered the following perquisites and other personal benefits, or property to NEOs, except as otherwise indicated: personal use of DXC aircraft, medical screening, and financial planning. In addition, DXC made matching contributions to DXC’s broad-based 401(k) defined contribution plan on behalf of the NEOs. DXC also paid premiums for life insurance policies for the benefit of the NEOs, none of whom has or will receive, or has been allocated, an interest in any cash surrender value under these policies. The incremental costs of each perquisite representing the greater of $25,000 or 10% of the total amount of perquisites, personal use of DXC aircraft, and the amount of matching contributions to the defined contribution plan and life insurance premiums paid for each NEO in fiscal 2023, are shown in the table below.

  155. Summary Compensation Table

    | | Personal Use of Corporate Aircraft(a) ($) | 401(k) Plan Matching Contribution(b) ($) | Basic Life Insurance Premiums ($) | | Michael J. Salvino | 233,302 | 9,150 | 2,269 | | Kenneth P. Sharp | — | 9,150 | 1,659 | | Mary E. Finch | — | 9,150 | 1,588 | | Christopher Drumgoole | 2,895 | 9,150 | 1,588 | | William L. Deckelman Jr. | — | 9,150 | 1,361 |

  156. Summary Compensation Table

    a.The CEO takes an active approach to overseeing and managing our global operations, which necessitates a significant amount of U.S. domestic and international travel due to our diverse set of business and operations centers and many client locations around the world. Additionally, in fiscal 2023, the Company provided access to corporate aircraft to Mr. Drumgoole. The table reflects the incremental cost of Mr Salvino’s and Mr. Drumgoole’s use of DXC aircraft and is based on the variable costs to DXC, including fuel costs, on-board catering, landing/ramp fees and other miscellaneous variable costs. This calculation does not include fixed costs which do not change based on usage, such as depreciation, leasing costs, and flight crew salaries and flight-based maintenance. b.All employees (including the NEOs) with at least one year of service are vested in the matching contributions credited to their 401(k) accounts.

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  159. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about annual cash incentive awards, RSUs, PSUs and Career Shares granted to the NEOs in fiscal 2023, which ended March 31, 2023.

  160. Grants of Plan-Based Awards

    | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise of Base Price of Option Awards ($) (l) | Grant Date Fair Value of Stock and Options Awards ($) (m) | | Name (a) | Grant Date (b) | Approval Date (c) | Threshold ($) (d) | Target ($) (e) | Maximum ($) (f) | Threshold (#) (g) | Target (#) (h) | Maximum (#) (i) | | | | | | Michael J. Salvino | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 1,350,000 | 2,700,000 | 5,400,000 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 144,038 | 288,075 | 575,150 | — | — | — | 12,781,878 | | RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 123,461 | — | — | 4,348,296 | | Kenneth P. Sharp | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 453,125 | 906,250 | 1,812,500 | — | — | — | | — | — | — | | RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 35,945 | 71,889 | 143,778 | | — | — | 3,189,706 | | RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 47,926 | — | — | 1,687,954 | | Mary E. Finch | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 385,000 | 770,000 | 1,540,000 | — | — | — | | — | — | — | | RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 20,415 | 40,830 | 81,660 | | — | — | 1,811,627 | | RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 27,220 | — | — | 958,688 | | Christopher Drumgoole | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 385,000 | 770,000 | 1,540,000 | — | — | — | | — | — | — | | RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 17,013 | 34,025 | 68,050 | | — | — | 1,509,680 | | RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 22,683 | — | — | 798,895 |

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  163. Grants of Plan-Based Awards

    | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise of Base Price of Option Awards ($) (l) | Grant Date Fair Value of Stock and Options Awards ($) (m) | | Name (a) | Grant Date (b) | Approval Date (c) | Threshold ($) (d) | Target ($) (e) | Maximum ($) (f) | Threshold (#) (g) | Target (#) (h) | Maximum (#) (i) | | | | | | William L. Deckelman Jr. | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 330,000 | 660,000 | 1,320,000 | — | — | — | | — | — | — | | RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 14,582 | 29,164 | 58,328 | | — | — | 1,294,007 | | RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 19,443 | — | — | 684,782 | | RSUs – Career Shares(4) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 8,871 | — | — | 312,437 |

  164. Grants of Plan-Based Awards

    1.The amounts shown in columns (d), (e) and (f) reflect the threshold, target and maximum amounts which could be earned under the annual cash incentive plan for fiscal 2023. Actual amounts earned for fiscal 2023 under the annual cash incentive plan are set forth in column (g) of the Summary Compensation Table. 2.Fiscal 2023 PSUs are earned and vest based 50% on cumulative Free Cash Flow performance and 50% on relative total shareholder return (rTSR) performance, as measured over a three-year performance period. The number of PSUs that may vest ranges from 50% (threshold) to 200% (maximum). If performance thresholds are not met, no PSUs vest. If performance thresholds are met, settlement of any vested shares is made after the end of the third fiscal year. The Compensation Committee will make a conclusive determination as to the number of PSUs earned and vested only after the end of fiscal 2025. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. 3.Time-based RSUs do not have a threshold or maximum. The time-based RSUs vest one-third per year on the first three anniversaries of the grant date. 4.All of Mr. Deckelman’s Career Shares have vested, with settlement to be made in ten equal installments beginning one year following retirement.

  165. Grants of Plan-Based Awards

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  166. Grants of Plan-Based Awards

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  167. Outstanding Equity Awards at Fiscal Year-End March 31, 2023

    Outstanding Equity Awards at Fiscal Year-End March 31, 2023 The following table provides information on unexercised stock options and unvested RSUs, PSUs and Career Shares previously granted and held by the NEOs on March 31, 2023.

  168. Outstanding Equity Awards at Fiscal Year-End March 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Exercisable (#) (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (#) (f) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) (i) | | Michael J. Salvino | 6/2/20 | — | — | — | — | 43,318(2) | 1,107,208 | — | — | | | 6/2/20 | — | — | — | — | 779,727(3) | 19,929,822 | — | — | | | 6/1/21 | — | — | — | — | 79,773(2) | 2,038,998 | 558,418(4) | 14,273,164 | | | 5/31/22 | — | — | — | — | 123,461(2) | 3,155,663 | 576,150(5) | 14,726,394 | | Kenneth P. Sharp | 12/15/20 | — | — | — | — | 12,309(6) | 314,618 | — | — | | | 12/15/20 | — | — | — | — | 36,927(3) | 943,854 | — | — | | | 6/1/21 | — | — | — | — | 29,313(2) | 749,240 | 87,940(4) | 2,247,746 | | | 5/31/22 | — | — | — | — | 47,926(2) | 1,224,989 | 143,778(5) | 3,674,966 | | Mary E. Finch | 6/2/20 | — | — | — | — | 22,741(2) | 581,260 | — | — | | | 6/2/20 | — | — | — | — | 102,339(3) | 2,615,785 | — | — | | | 6/1/21 | — | — | — | — | 21,984(2) | 561,911 | 65,954(4) | 1,685,784 | | | 5/31/22 | — | — | — | — | 27,220(2) | 695,743 | 81,660(5) | 2,087,230 | | Christopher Drumgoole | 4/15/20 | — | — | — | — | 28,309(6) | 723,578 | — | — | | | 6/2/20 | — | — | — | — | 11,370(2) | 290,617 | — | — | | | 6/2/20 | — | — | — | — | 51,170(3) | 1,307,905 | — | — | | | 6/1/21 | — | — | — | — | 14,656(2) | 374,607 | 43,970(4) | 1,123,873 | | | 5/31/22 | — | — | — | — | 22,683(2) | 579,777 | 68,050(5) | 1,739,358 | | William L. Deckelman Jr. | 5/22/15 | 67,575 | — | 26.58 | 5/22/25(7) | — | — | — | — | | | 5/27/16 | 23,991 | — | 42.59 | 5/27/26(7) | 2,329(8) | 59,529 | — | — | | | 5/31/17 | — | — | — | — | 2,032(8) | 51,938 | — | — | | | 5/30/18 | — | — | — | — | 4,701(8) | 120,158 | — | — | | | 5/29/19 | — | — | — | — | 4,768(8) | 121,870 | — | — | | | 6/2/20 | — | — | — | — | 16,244(2) | 415,197 | — | — | | | 6/2/20 | — | — | — | — | 73,100(3) | 1,868,436 | — | — | | | 6/2/20 | — | — | — | — | 9,747(8) | 249,133 | — | — | | | 6/1/21 | — | — | — | — | 15,703(2) | 401,369 | 47,110(4) | 1,204,132 | | | 6/1/21 | — | — | — | — | 11,177(8) | 285,684 | — | — | | | 5/31/22 | — | — | — | — | 19,443(2) | 496,963 | 58,328(5) | 1,490,864 | | | 5/31/22 | — | — | — | — | 8,871(8) | 226,743 | — | — |

  169. Outstanding Equity Awards at Fiscal Year-End March 31, 2023

    1.The market value of service-vesting RSUs shown in column (g) and PSUs shown in Column (i) are based on the $25.56 closing market price of DXC common stock on March 31, 2023.

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  172. Outstanding Equity Awards at Fiscal Year-End March 31, 2023

    2.Represents the remaining unvested portions of the regular-cycle fiscal 2021, 2022, and 2023 RSUs. Regular-cycle RSUs vest in three equal tranches on the first three anniversaries of the grant date. 3.Represents the number of regular-cycle fiscal 2021 PSUs actually earned based on performance through the end of fiscal 2023. Regular-cycle fiscal 2021 PSUs were earned based on achievement of above-target stock price appreciation results, as measured from the date of grant through the end of fiscal 2023, resulting in the vesting of 150% of target granted shares on May 31, 2023, subsequent to final review and determination by the Compensation Committee after the end of fiscal 2023. 4.Represents the maximum number of regular-cycle fiscal 2022 PSUs (200% of target) that are subject to performance-based vesting until the end of fiscal 2024. Regular-cycle 2022 PSUs are earned and vest based on achievement of stock price target hurdles, as measured throughout the three-year performance period. The Compensation Committee will make a conclusive determination as to the number of PSUs earned and vested only after the end of fiscal 2024. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. 5.Represents the maximum number of regular-cycle fiscal 2023 PSUs (200% of target) that are subject to performance-based vesting until the end of fiscal 2025. Regular-cycle fiscal 2023 PSUs are earned and vest based 50% on cumulative Free Cash Flow performance and 50% on relative total shareholder return (rTSR) performance, as measured over a three-year performance period. The Compensation Committee will make a conclusive determination as to the number of PSUs earned and vested only after the end of fiscal 2025. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. 6.Represents the remaining unvested portions of the fiscal 2021 new hire inducement grants for Messrs. Sharp and Drumgoole. New hire inducement grants vest in three equal tranches on the first three anniversaries of the grant date. 7.As a result of the merger of CSC and HP Enterprise Services (ES or Everett Spinco), any stock options originally granted by CSC prior to the merger and that were outstanding on the merger date are exercisable until the end of their original ten-year term (or until the fifth anniversary of the executive’s death, if earlier). 8.Represents Career Shares for Mr. Deckelman. All Career Shares have vested, with settlement to be made in ten equal installments beginning one year following retirement.

  173. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock options and RSUs, PSUs and Career Shares previously granted that were exercised by the NEOs or that vested during fiscal 2023, which ended March 31, 2023.

  174. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Michael J. Salvino | — | — | 212,493 | 7,036,105 | | Kenneth P. Sharp | — | — | 26,966 | 839,035 | | Mary E. Finch | — | — | 87,695 | 2,578,952 | | Christopher Drumgoole | — | — | 57,344 | 1,778,917 | | William L. Deckelman Jr. | 33,331 | 180,671 | 36,299 | 1,166,485 |

  175. Option Exercises and Stock Vested

    1.The values in this column equal the aggregate number of shares vested multiplied by the closing price of DXC’s common stock on the applicable vesting date(s).

  176. Option Exercises and Stock Vested

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  178. Pension Benefits

    Pension Benefits Our NEOs did not participate in any qualified or nonqualified defined-benefit pension plan during fiscal 2023.

  179. Fiscal 2023 Nonqualified Deferred Compensation

    Fiscal 2023 Nonqualified Deferred Compensation DXC’s Deferred Compensation Plan is an unfunded, nonqualified plan that permits employee participants to defer U.S. federal and most state income tax on up to 100% of their annual cash incentive award, up to 80% of their annual base salary, and up to 100% of amounts payable in cash and equity to non-employee directors for Board services. Each cash participant is required to select from among four notional investment options, and deferred amounts are credited with earnings (or losses) based on the participant’s investment choices. The notional investment options mirror actual investment options offered under DXC’s Matched Asset Plan. The annual returns of the notional investment options for the twelve-month period ending March 31, 2023 were as follows: SSgA Money Market Fund, 2.6%; BlackRock Core Bond Fund, -4.7%; Mellon S&P 500 Index Fund, -7.7%; and SSgA Target Retirement Income Fund, -4.97%. Participants elect when they wish to receive distributions of their Deferred Compensation Plan account balances upon termination of employment, death, disability, change in control, or a date certain. There is a potential six-month delay in payments under the Deferred Compensation Plan to certain specified employees (as determined under Section 409A of the Internal Revenue Code) for amounts deferred on or after January 1, 2005 (as determined under Section 409A). The Deferred Compensation Plan provides for the crediting of earnings during any such payment delay period. The following table summarizes, for each NEO, the contributions and earnings under DXC’s Deferred Compensation Plan in fiscal 2023 and the aggregate account balance as of March 31, 2023. No NEO received deferred compensation under the Deferred Compensation Plan during fiscal 2023. Mr. Sharp is the only NEO with an account balance, due to his prior deferral of compensation in the Deferred Compensation Plan during fiscal 2022. There were no Company contributions to the Deferred Compensation Plan on behalf of any NEOs for fiscal 2023.

  180. Fiscal 2023 Nonqualified Deferred Compensation

    | Name (a) | Executive Contributions in Last FY ($) (b) | Aggregate Earnings in Last FY(1) ($) (c) | Aggregate Withdrawals/ Distribution ($) (d) | Aggregate Balance at Last FYE ($) (e) | | Michael J. Salvino | — | — | — | — | | Kenneth P. Sharp | — | (3,384) | — | 40,373 | | Mary E. Finch | — | — | — | — | | Christopher Drumgoole | — | — | — | — | | William L. Deckelman Jr. | — | — | — | — |

  181. Fiscal 2023 Nonqualified Deferred Compensation

    1.Mr. Sharp received no above market or preferential earnings from the Deferred Compensation Plan, therefore his earnings are not reported in the Summary Compensation Table.

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  184. Potential Payments Upon Change in Control and Termination of Employment

    Potential Payments Upon Change in Control and Termination of Employment DXC offers certain post-employment benefits to a select group of executive officers, including the NEOs. With the exception of Mr. Salvino, these post-employment benefits are limited to the payments and benefits provided under the Severance Plan and the Severance Policy, (or individual offer letters in lieu of the Severance Policy), and the terms of our equity award agreements. Mr. Salvino did not participate in the Severance Plan or the Severance Policy; however, Mr. Salvino was entitled to certain post-employment benefits under his employment agreement. The post-employment arrangements offered to our NEOs during fiscal 2023 are described below. This description and the amounts in the tables that follow reflect the terms of arrangements in effect on March 31, 2023.

  185. Potential Payments Upon Change in Control and Termination of Employment

    Potential Payments Upon Change in Control and Termination of Employment The amounts shown in the table below reflect the value of compensation and benefits payable to the NEOs upon a qualifying termination of employment related to a change in control. For this purpose, the change in control is assumed to occur on March 31, 2023.

  186. Potential Payments Upon Change in Control and Termination of Employment

    | | Cash-based Payments | | Equity-based Payments(1) | | Total Payments(6) | | | Cash Severance(2) ($) | Misc. Benefits Continuation (COBRA)(3) ($) | Performance- Vesting RSUs(4) ($) | Service-Vesting RSUs(5) ($) | (Cash + Equity) ($) | | Michael J. Salvino | 13,770,000 | 1,000,000 | 42,845,129 | 6,301,869 | 63,916,998 | | Kenneth P. Sharp | 4,168,750 | 57,672 | 3,672,285 | 2,288,847 | 10,187,554 | | Mary E. Finch | 3,710,000 | 38,568 | 5,546,699 | 1,838,914 | 11,134,181 | | Christopher Drumgoole | 3,710,000 | 83,865 | 3,961,928 | 1,313,528 | 9,069,321 | | William L. Deckelman Jr. | 3,180,000 | 62,235 | 3,486,256 | 1,968,580 | 8,697,071 |

  187. Potential Payments Upon Change in Control and Termination of Employment

    1.DXC closing stock price on March 31, 2023 ($25.56) was used for equity values. 2.Cash severance for Mr. Salvino was calculated using three times (the fiscal year end 2023 base salary plus the fiscal 2023 target bonus), plus the pro rata fiscal 2023 annual bonus paid. Cash severance for all other NEOs was calculated using two times (the fiscal year end 2023 base salary plus the fiscal 2023 target bonus), plus the pro rata fiscal 2023 target annual cash bonus. 3.24 months of COBRA (i.e., health care continuation) benefits were used for all executives other than Mr. Salvino. The payment to Mr. Salvino is in lieu of lifetime participation in our group health plan. 4.Unvested fiscal 2021, 2022 and 2023 PSUs were assumed to vest at the greater of target or actual performance achieved as of the date of the Change in Control. For fiscal 2021 PSUs, actual performance achieved as of the assumed Change in Control date of March 31, 2023 would have resulted in 150% vesting of the awards. For fiscal 2022 PSUs, actual performance achieved as of the assumed change-in-control date of March 31, 2023 would have resulted in 188% vesting of the awards. For fiscal 2023 PSUs, actual performance achieved as of the assumed Change in Control date of March 31, 2023 would have resulted in 129% vesting of the awards. 5.Unvested time-vesting restricted stock units (RSUs) were assumed to vest upon a Change in Control. 6.Total Payments do not reflect any potential excise taxes paid by executives subject to Section 280G of the Internal Revenue Code or any potential reduction in the payments to avoid any 280G excise taxes.

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  190. Potential Payments Upon Non-Change in Control Termination of Employment

    Potential Payments Upon Non-Change in Control Termination of Employment The amounts shown in the table below reflect the value of the compensation and benefits payable to the NEOs upon a qualifying termination of employment unrelated to a Change in Control.

  191. Potential Payments Upon Non-Change in Control Termination of Employment

    | | | Cash Severance Benefit(1) ($) | Benefits Continuation(2) ($) | Performance- Vesting RSUs(3) ($) | Service- Vesting RSUs(3) ($) | Total Payments ($) | | Michael J. Salvino | Termination without Cause/for Good Reason | 9,720,000 | 1,000,000 | —(4) | 2,471,585(4) | 13,191,585 | | | Death/Disability | 1,620,000 | — | 19,726,826(5) | 6,301,869(5) | 27,648,695 | | Kenneth P. Sharp | Termination without Cause/for Good Reason | 1,631,250 | 28,836 | — | — | 1,660,086 | | | Death/Disability | — | — | 1,768,889(5) | 2,288,847(5) | 4,057,736 | | Mary E. Finch | Termination without Cause/for Good Reason | 1,470,000 | 19,284 | — | — | 1,489,284 | | | Death/Disability | — | — | 2,552,813(5) | 1,838,914(5) | 4,391,727 | | Christopher Drumgoole | Termination without Cause/for Good Reason | 1,470,000 | 41,933 | — | — | 1,511,933 | | | Death/Disability | — | — | 1,472,458(5) | 1,968,580(5) | 3,441,038 | | William L. Deckelman Jr. | Termination without Cause/for Good Reason | 996,000 | 31,117 | — (6) | 639,390(6) | 1,666,507 | | | Retirement | — | — | — (6) | 639,390(6) | 639,390 | | | Death/Disability | — | — | 1,823,439(5) | 1,313,528 (5) | 3,136,867 |

  192. Potential Payments Upon Non-Change in Control Termination of Employment

    1.Mr. Salvino was entitled to two times (base salary plus target annual bonus), payable in twenty-four monthly installments following his termination date, plus a pro rata bonus for the year of employment termination. Messrs. Sharp and Drumgoole and Ms. Finch are each entitled to base salary plus target annual bonus, payable in a lump sum. Mr. Deckelman is entitled to 12 months of base salary continuation plus a pro rata annual bonus for the year of employment termination. Mr. Salvino is also entitled to a pro rata bonus for termination due to death or disability (but not any other cash severance payment). For purposes of this disclosure, the fiscal 2023 annual bonus paid is used as the pro rata bonuses described above. 2.Mr. Salvino was entitled to $1 million in lieu of lifetime participation in our group health plan, while all the other NEOs are entitled to 12 months of Company-subsidized COBRA continuation coverage. 3.DXC closing stock price on March 31, 2023 ($25.56) was used for equity values. 4.For Mr. Salvino, upon termination without cause or for good reason, a pro rata portion (based on NEO's service during the performance period) of annual cycle PSUs as to which at least one year in the performance period has elapsed at the time of termination would remain outstanding and eligible to vest at the end of the performance period, based on performance as if termination had not occurred. No value is reported in the "Performance-Vesting RSUs" column of the table above because vesting remains subject to ongoing performance conditions. As of March 31, 2023, the potential total value would be $27,948,045, which includes 150% payout of the fiscal 2021 PSUs based on performance and 188% of the fiscal 2022 PSUs based on performance. In addition, a pro rata portion of Mr. Salvino's annual-cycle time-based RSUs vest based on service during the vesting period. 5.Upon an NEO’s termination due to death or disability, a pro rata portion of annual cycle PSUs vest at target and all service-based RSUs vest in full (without pro ration). 6.For Mr. Deckelman (who has attained both the earlier described definitions of retirement) upon retirement or any other termination (other than by the Company for cause, death or disability), a pro rata portion (based on NEO's service during the performance period) of annual cycle PSUs as to which at least one year in the performance period has elapsed at the time of termination would remain outstanding and eligible to vest at the end of the performance period, based on performance as if termination had not occurred. No value is reported in the "Performance-Vesting RSUs" column of the table above because vesting remains subject to ongoing performance conditions. As of March 31, 2023, the potential total value would be $2,539,676, which includes 150% payout of the fiscal 2021 PSUs based on performance and 188% of the fiscal 2022 PSUs based on performance. In addition, a pro-rata portion of service-based RSUs vest based on service during the vesting period.

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  195. Fiscal 2023 CEO Pay Ratio

    Fiscal 2023 CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are disclosing the ratio of annualized total compensation of our CEO, Mr. Salvino, to our median employee’s annual total compensation. We used the same median employee in our pay ratio calculation for fiscal 2023 as we used in fiscal 2022 and fiscal 2021, as permitted under the SEC rules, because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. As required under the SEC rules, a new median employee will be identified for the fiscal 2024 disclosure. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The methodology we used to determine the required disclosure consisted of the following: •We used January 1, 2021, as the date to identify our median employee. The median employee was determined by using total taxable income, also referred to as W-2 earnings, for all U.S. employees and equivalent total taxable income for employees located outside of the United States, for the 2020 calendar year; •Annualized salaries for full-time and part-time permanent employees that were not employed for the full calendar year of 2020 were used. We did not annualize the salaries of seasonal or temporary employees; •For employees located outside of the United States, local currency compensation was converted to U.S. dollars using the Company’s standard exchange rates for fiscal 2021, which are also used for financial reporting purposes; •Given DXC’s presence in approximately 70 countries, in determining the median employee we used cost-of-living adjustments to normalize differences in the underlying economic conditions of the countries where DXC operates, as permitted under the rules. Cost-of-living adjustments were initially based on the World Bank’s 2020 PPP ratio, or Purchasing Power Parity, for all countries outside of the United States; and World Bank’s 2022 PPP ratio was used to update our median employee’s compensation data for this fiscal 2023 disclosure; and •As permitted by the de minimis exemption under the rules, we excluded 6,847 employees in Costa Rica (1,845), Switzerland (616), New Zealand (566), Sweden (448), Hungary (441), Lithuania (342), Ireland (302), Hong Kong (266), Portugal (259), Chile (258), Austria (250), Norway (225), Taiwan (216), Thailand (205), Serbia (113), Colombia (108), Luxembourg (106), Finland (75), Peru (74), Republic of Korea (68), Indonesia (35), Fiji (15), Panama (6), Greece (5), Croatia (2), and Cyprus (1) who, as a group, represented approximately 5% of our total employee population of nearly 131,500 on January 1, 2021. As a result of these exclusions, the employee population used to identify our median employee consisted of approximately 124,650 employees. In accordance with the Pay Ratio Rule, we calculated the median employee’s annual total compensation in the same manner as the CEO’s annual total compensation was calculated in the fiscal 2023 Summary Compensation Table. Our previously identified median employee, determined using cost-of-living adjustments, resides in the Philippines. The annual total compensation of the median employee was $39,684. The total compensation of Mr. Salvino, our CEO, was $20,317,972, the amount reported in the “Total” column of the Summary Compensation Table. Accordingly, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 512:1. Without the application of cost-of-living adjustments, the previously identified median employee resides in India. The annual total compensation of the median employee was $34,107, resulting in a ratio of 596:1.

  196. Fiscal 2023 CEO Pay Ratio

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  197. Fiscal 2023 CEO Pay Ratio

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  198. Pay versus Performance Disclosure

    Pay versus Performance Disclosure This new, required disclosure intends to compare “Pay versus Performance” and prescribes a method to calculate “Compensation Actually Paid” (CAP) to represent pay. The CAP values shown in the table below do not reflect the compensation actually earned, realized, or received by the Principal Executive Officer (PEO) or the Non-PEO NEOs. In addition, while the table shows the Summary Compensation Table (SCT) compensation and CAP values side by side, they are not comparable. As such, the Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our PEO or our Non-PEO NEOs. For a complete discussion of our executive compensation program and the Compensation Committee’s philosophy and approach to executive compensation, please refer to the CD&A section of this fiscal 2023 Proxy Statement.

  199. Pay versus Performance Disclosure

    | Fiscal Year | Summary Compensation Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Free Cash Flow(5) ($ in millions) | | | | | | | TSR ($) | Peer Group TSR(4) ($) | | | | 2023 | 20,317,972 | (1,015,552) | 4,204,094 | 1,442,117 | 209.53 | 162.66 | (566) | 737 | | 2022 | 28,716,680 | 30,679,306 | 4,832,088 | 5,153,180 | 276.76 | 184.28 | 736 | 743 | | 2021 | 21,733,120 | 44,697,450 | 5,146,324 | 6,300,328 | 261.37 | 169.51 | (146) | (652) |

  200. Pay versus Performance Disclosure

    1.Mr. Salvino was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  201. Pay versus Performance Disclosure

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | | Kenneth P. Sharp | Kenneth P. Sharp | Kenneth P. Sharp | | Mary E. Finch | Mary E. Finch | Mary E. Finch | | Vinod Bagal | William L. Deckelman Jr. | Christopher Drumgoole | | William L. Deckelman Jr. | Vinod Bagal | William L. Deckelman Jr. | | Paul N. Saleh | | | | Neil Manna | | |

  202. Pay versus Performance Disclosure

    2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and Non-PEO NEOs. These amounts reflect compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below.

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  205. Pay versus Performance Disclosure

    3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table.

  206. Pay versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for Mr. Salvino ($) | Exclusion of Stock Awards for Mr. Salvino ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | Compensation Actually Paid to Mr. Salvino ($) | | 2023 | 20,317,972 | 17,130,174 | (4,203,350) | (1,015,552) | | 2022 | 28,716,680 | 25,087,727 | 27,050,353 | 30,679,306 | | 2021 | 21,733,120 | 15,311,312 | 38,275,642 | 44,697,450 |

  207. Pay versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,204,094 | 3,061,944 | 299,967 | 1,442,117 | | 2022 | 4,832,088 | 3,599,308 | 3,920,400 | 5,153,180 | | 2021 | 5,146,324 | 2,807,624 | 3,961,628 | 6,300,328 |

  208. Pay versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables for our PEO and our non-PEO NEOs, respectively:

  209. Pay versus Performance Disclosure

    | Fiscal Year | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Mr. Salvino ($) | Change in Fair Value of Prior Awards that Remained Unvested at Year End for Mr. Salvino ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Salvino ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Mr. Salvino ($) | Value of Dividends Paid on Stock Awards Not Otherwise Included for Mr. Salvino ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | | 2023 | 10,916,402 | (15,247,425) | — | 102,458 | 25,215 | (4,203,350) | | 2022 | 23,666,951 | 3,071,643 | — | 286,543 | 25,216 | 27,050,353 | | 2021 | 34,966,312 | 1,622,393 | 1,271,467 | 390,254 | 25,216 | 38,275,642 |

  210. Pay versus Performance Disclosure

    | 84 | 2023 Proxy Statement |

  211. Pay versus Performance Disclosure

    | Table of Contents | Executive Compensation |

  212. Pay versus Performance Disclosure

    | Fiscal Year | Average Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value of Prior Awards that Remained Unvested at Year End for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Average Value of Dividends Paid on Stock Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,934,108 | (1,606,924) | 78,109 | (108,393) | 3,067 | 299,967 | | 2022 | 3,235,621 | 370,681 | 106,489 | 201,597 | 6,012 | 3,920,400 | | 2021 | 3,601,866 | 41,020 | 196,348 | 94,901 | 27,493 | 3,961,628 |

  213. Pay versus Performance Disclosure

    4.Peer Group total shareholder return is calculated based on the S&P North American Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended March 31, 2023. The comparison assumes $100 was invested on March 31, 2020, then tracked through the end of the listed year in the Company and in the S&P North American Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5.We determined Free Cash Flow to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2023. Free Cash Flow is a non-GAAP measure that is defined as cash flow from operations less capital expenditures. For a reconciliation of Non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measure, see “Appendix: Non-GAAP Financial Measures.”

  214. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2023

    Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2023 We consider the list below to represent DXC’s most important financial performance measures that link compensation paid to our PEO and our non-PEO NEOs for fiscal 2023 to Company performance, as they are the key metrics that determine the payouts under DXC’s annual cash incentive plan as well as the Performance Stock Units in the long-term incentive plan.

  215. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2023

    | Free Cash Flow | | Organic Revenue Growth % | | Adjusted EBIT Margin % | | Relative TSR |

  216. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2023

    | | 85 |

  217. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2023

    | Executive Compensation | Table of Contents |