DEF 14A of DXC Technology Co, Jun 14, 2024

DEF 14A of DXC Technology Co

Filed Jun 14, 2024 · FY20240001688568-24-000060

Open on EDGAR

  1. Table of Contents

    | A.PROXY SUMMARY | 1 | | B.PROPOSALS | 4 | | Proposal 1: Election of Directors | 4 | | Vote Required | 4 | | Director Nomination Process | 4 | | 2024 Director Nominees | 5 | | Board Skills Matrix | 6 | | Board Diversity and Refreshment | 6 | | 2024 Director Nominees Biographies | 8 | | Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending March 31, 2025 | 18 | | Proposal 3: Non-Binding Advisory Vote to Approve Our Named Executive Officer Compensation | 19 | | Proposal 4: Approval of an Increase in the Number of Shares Available under the DXC Technology Company 2017 Non-Employee Director Incentive Plan | 20 | | C.CORPORATE GOVERNANCE | 21 | | The Board | 21 | | Corporate Governance Guidelines | 21 | | Board Leadership Structure | 21 | | Separation of CEO and Board Chairman Positions | 22 | | Independent Board Chairman Duties & Responsibilities | 22 | | Director Independence | 23 | | Limits on Director Service on other Public Company Boards | 24 | | Director Attendance | 24 | | Stockholder Engagement | 24 | | Risk Oversight | 24 | | Information Security Risk | 26 | | Compensation and Risk | 26 | | Insider Trading Policies and Procedures | 26 | | Non-Employee Director Equity Ownership Guidelines | 26 | | Talent Management and Succession Planning | 27 | | Director Education | 27 | | Code of Conduct | 27 | | Retirement of Directors | 27 | | Board Evaluations | 27 | | Resignation of Employee Directors | 28 | | Communicating with the Board | 28 | | Committees of the Board | 28 | | Audit Committee | 29 | | Compensation Committee | 30 |

  2. Table of Contents

    | Nominating/Corporate Governance Committee | 31 | | Audit Committee Report | 32 | | Director Compensation | 32 | | Environmental, Social and Corporate Governance | 36 | | Political Contributions and Lobbying | 39 | | D.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 40 | | Security Ownership | 40 | | Delinquent Section 16(a) Reports | 41 | | E.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 42 | | Related Party Transaction Policy | 42 | | Fiscal 2024 Related Party Transactions | 42 | | F.EXECUTIVE COMPENSATION | 43 | | DXC Letter from the Compensation Committee | 43 | | Compensation Discussion and Analysis | 44 | | Executive Summary | 45 | | 2023 Say-on-Pay Vote and Stockholder Engagement | 51 | | Compensation Philosophy and Objectives | 54 | | Compensation Determination Process | 55 | | Components of Our Compensation Program | 58 | | Additional Compensation Policies and Practices | 72 | | Executive Compensation Tables | 74 | | Fiscal 2024 CEO Pay Ratio | 89 | | Pay versus Performance Disclosure | 90 | | G.ABOUT THE ANNUAL MEETING | 95 | | Questions and Answers about the Annual Meeting and Voting | 95 | | How Do I Vote? | 101 | | H.ADDITIONAL INFORMATION | 102 | | Business for 2025 Annual Meeting | 102 | | Cautionary Statement Regarding Forward-Looking Statements | 103 | | APPENDIX A —NON-GAAP FINANCIAL MEASURES | 104 | | APPENDIX B — AMENDMENT TO THE AMENDED AND RESTATED DXC TECHNOLOGY COMPANY 2017 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN | 110 |

  3. Our Director Nominees

    Our Director Nominees The following table provides summary information about each director nominee. In an uncontested election, 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.

  4. Our Director Nominees

    | Name | Age* | Director Since | Independent | Principal Occupation | Other Public Company Boards | | David A. Barnes | 68 | 2020 | l | Former SVP and Chief Information and Global Business Services Officer of UPS | — | | Raul J. Fernandez President and CEO | 57 | 2020 | | President and Chief Executive Officer of DXC Technology | — | | Anthony Gonzalez | 39 | 2023 | l | Former U.S. Congressman in the United States House of Representatives and current co-CEO of Cobalt Service Partners | — | | David L. Herzog Chairman of the Board | 64 | 2017 | l | Former CFO and EVP of AIG and current member of MetLife board | 1 | | Pinkie D. Mayfield | 56 | 2023 | l | Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company and current member of Ready Capital board | 1 | | Karl Racine | 61 | 2023 | l | Former Attorney General of the District of Columbia, current Partner at Hogan Lovells and current member of SHF Holdings board | 1 | | Dawn Rogers | 59 | 2021 | l | Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer | — | | Carrie Teffner | 57 | 2022 | l | Former Interim Executive Chair of the Board of the Ascena Retail Group and former CFO of Crocs and current member of Rite Aid and Amer Sports boards | 2 | | Akihiko Washington | 65 | 2021 | l | Former EVP of Worldwide Human Resources for Warner Bros. Entertainment | — | | Robert F. Woods | 69 | 2017 | l | Former SVP of Finance and CFO at SunGard Data Systems Inc. | — |

  5. Our Director Nominees

    *As of June 14, 2024

  6. Our Director Nominees

    | 2 | 2024 Proxy Statement |

  7. Our Director Nominees

    | Table of Contents | Proxy Summary |

  8. 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, 2025 |

  9. Our Director Nominees

    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, 2025. 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.

  10. Our Director Nominees

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

  11. Our Director Nominees

    We are asking stockholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this proxy statement for the fiscal year ended March 31, 2024 (fiscal 2024). In evaluating this proposal, we recommend you review the information as disclosed under “Compensation Discussion and Analysis (CD&A)” in this proxy statement. As discussed in the CD&A, we are strongly committed to tying executive compensation to business performance and, throughout our evolution, our executive compensation program has been grounded in a pay for performance philosophy aimed at achieving strong alignment between the Company’s financial and strategic goals and our stockholders’ interests.

  12. Our Director Nominees

    | | Proposal 4: Approval of an increase in the number of shares available under the DXC Technology Company 2017 Non-Employee Director Incentive Plan |

  13. Our Director Nominees

    We are asking stockholders to approve an increase in the number of shares of our common stock available for issuance under the DXC Technology Company 2017 Non-Employee Director Incentive Plan, as amended as proposed herein (the “Director Plan”), by 500,000 shares, from 745,000 shares to 1,245,000 shares.

  14. Our Director Nominees

    | | 3 |

  15. Proposal 1: Election of Directors

    Proposal 1: Election of Directors There are 10 nominees for election to our Board of Directors. The directors elected will hold office until the 2025 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.

  16. 2024 Director Nominees

    2024 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.

  17. 2024 Director Nominees

    | | 5 |

  18. 2024 Director Nominees

    | Proposals | Table of Contents |

  19. 2024 Director Nominees Biographies

    2024 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.

  20. 2024 Director Nominees Biographies

    | | David A. Barnes Age: 68 Director Since: 2020 | DXC Committees: •Audit • Nominating/Corporate Governance (chair) | Other Public Company Boards: Former (Past Five Years): •Hertz Global Holdings, 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; 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; and Solace Corporation, a software company, from 2016 to December 2023, where he served on the Audit Committee. Mr. Barnes serves as a director for 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. | | | |

  21. 2024 Director Nominees Biographies

    | 8 | 2024 Proxy Statement |

  22. 2024 Director Nominees Biographies

    | Table of Contents | Proposals |

  23. 2024 Director Nominees Biographies

    | | Raul J. Fernandez Age: 57 Director Since: 2020 | Other Public Company Boards: Former (Past Five Years): •Broadcom, Inc. •GameStop Corp. •Capitol Investment Corp. V | | Mr. Fernandez has served as DXC’s President and CEO since February 1, 2024 after serving since December 2023 as DXC’s Interim President and CEO. He previously served as a member of our Board of Directors since August 2020. Mr. Fernandez is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership which owns some of Washington, D.C.’s major sports franchises. Mr. Fernandez brings more than three decades of executive experience scaling innovative and rapidly growing technology companies. He was the founder of Proxicom (NASDAQ: PXCM) , which under his leadership evolved into a prominent early global provider of e-commerce solutions for Fortune 500 companies. Mr. Fernandez guided the growth of Proxicom from its launch in 1991 to public listing in 1999. Proxicom was acquired by Dimension Data (LSE: DDT). From 2000 to 2002, he served as Chief Executive Officer for Dimension Data North America, an information systems integration company, and as a director of its parent company, Dimension Data Holdings Plc, in 2001. He also served as Chairman and CEO for ObjectVideo, a leading developer of intelligent video surveillance software, which was sold to Alarm.com (NASDAQ: ALRM) in 2017. Mr. Fernandez was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez has also served on the board of directors of several public companies, including Broadcom, Inc. from January 2020 to April 2024, GameStop Corp. from April 2019 to June 2021, and Kate Spade & Co. from 2000 until its acquisition by Coach, Inc. in July 2017. Qualifications: Mr. Fernandez is an entrepreneur, investor, executive, and board member who brings to the DXC Board of Directors extensive leadership and management experience, including practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results. Mr. Fernandez has extensive experience in the technology landscape, with a robust understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers. 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. | | |

  24. 2024 Director Nominees Biographies

    | | 9 |

  25. 2024 Director Nominees Biographies

    | Proposals | Table of Contents |

  26. 2024 Director Nominees Biographies

    | | Anthony Gonzalez Age: 39 Director Since: 2023 | DXC Committees: •Compensation | | Mr. Gonzalez has served as a member of our Board since January 5, 2023. He currently is co-Chief Executive Officer of Cobalt Service Partners since November 2023. He previously served as Executive in Residence for Alpine Investors, a private equity firm, from March 2023 until November 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. | | |

  27. 2024 Director Nominees Biographies

    | 10 | 2024 Proxy Statement |

  28. 2024 Director Nominees Biographies

    | Table of Contents | Proposals |

  29. 2024 Director Nominees Biographies

    | | David L. Herzog Age: 64 Director Since: 2017 | DXC Committees: •Audit • Compensation • Nominating/Corporate Governance | Other Public Company Boards: Current: •Metlife, Inc. Former (Past Five Years): •Ambac Financial Group, Inc •PCCW Limited (Hong Kong) | | Mr. Herzog has served as a member of our Board since April 1, 2017, and as independent Chairman of the Board since December 19, 2023. Prior to this, he served as our 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 Committee of MetLife Inc. He previously served as a member of the board of directors of Ambac Financial Group, Inc. from March 2016 to June 2023, and PCCW Limited (Hong Kong) from November 2017 to July 2022. 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 Chairman of the Board. | | | |

  30. 2024 Director Nominees Biographies

    | | 11 |

  31. 2024 Director Nominees Biographies

    | Proposals | Table of Contents |

  32. 2024 Director Nominees Biographies

    | | Pinkie D. Mayfield Age: 56 Director Since: 2023 | DXC Committees: •Nominating/Corporate Governance | Other Public Company Boards: Current: •Ready Capital Former (Past Five Years): •Broadmark Realty Capital Inc. (acquired by Ready Capital in 2023) | | 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 Ready Capital Corporation 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. | | | |

  33. 2024 Director Nominees Biographies

    | 12 | 2024 Proxy Statement |

  34. 2024 Director Nominees Biographies

    | Table of Contents | Proposals |

  35. 2024 Director Nominees Biographies

    | | Karl Racine Age: 61 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 has been a partner at Hogan Lovells LLP since January 2023. He is also a member of the board of directors and chair of the nomination and governance committee of SHF Holdings, Inc., a financial services technology firm that serves the regulated cannabis industry, since January 2023. 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 Memorial 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. | | | |

  36. 2024 Director Nominees Biographies

    | | 13 |

  37. 2024 Director Nominees Biographies

    | Proposals | Table of Contents |

  38. 2024 Director Nominees Biographies

    | | Dawn Rogers Age: 59 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 more than 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. | | |

  39. 2024 Director Nominees Biographies

    | 14 | 2024 Proxy Statement |

  40. 2024 Director Nominees Biographies

    | Table of Contents | Proposals |

  41. 2024 Director Nominees Biographies

    | | Carrie W. Teffner Age: 57 Director Since: 2022 | DXC Committees: •Audit | Other Public Company Boards: Current: •Rite Aid Corp. •Amer Sports, Inc. (Cayman Islands) Former (Past Five Years): •Avaya Holdings •GameStop Corp. •Ascena Retail Group | | Ms. Teffner has served as a member of our Board since April 20, 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, of International Data Group (IDG) since December 2021, of Rite Aid since October 2023, and of Amer Sports (Cayman Islands) since February 2024. 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. | | | |

  42. 2024 Director Nominees Biographies

    | | 15 |

  43. 2024 Director Nominees Biographies

    | Proposals | Table of Contents |

  44. 2024 Director Nominees Biographies

    | | Akihiko Washington Age: 65 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, as well as in 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 and executive compensation practices. | | |

  45. 2024 Director Nominees Biographies

    | 16 | 2024 Proxy Statement |

  46. 2024 Director Nominees Biographies

    | Table of Contents | Proposals |

  47. 2024 Director Nominees Biographies

    | | Robert F. Woods Age: 69 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. | | |

  48. 2024 Director Nominees Biographies

    The Board of Directors recommends a vote FOR the election of each of these 10 nominees for director.

  49. 2024 Director Nominees Biographies

    | | 17 |

  50. 2024 Director Nominees Biographies

    | Proposals | Table of Contents |

  51. 2024 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, 2025 The Audit Committee has appointed Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2025, 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, 2025 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.

  52. 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:

  53. 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. | | Equity 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. |

  54. Director Compensation

    | 32 | 2024 Proxy Statement |

  55. Director Compensation

    | Table of Contents | Corporate Governance |

  56. 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 2024. All compensation received for fiscal 2024 by Mr. Fernandez, our President and CEO, since his appointment as Interim President and CEO is reflected in the Summary Compensation Table. Since his appointment as CEO, Mr. Fernandez no longer receives any separate compensation for his activities on our Board. In addition, Mr. Salvino, our former Chairman, President and CEO, did not receive any separate compensation for his activities on our Board prior to his departure.

  57. Director Compensation

    | Fiscal 2024 Director Retainers and Fees | | | Annual Cash Retainer(1) | $100,000.00 | | Annual Equity Award(2) | $240,000.00 | | Lead Independent Director Annual Cash Retainer(1) | $50,000.00 | | Chairman of the Board Monthly Cash Retainer(3) | $8,333.00 | | Chairman of the Board Monthly Equity Award(3) | $71,667.00 | | Audit Committee Chairman Cash Retainer(1) | $35,000.00 | | Compensation Committee Chairman Cash Retainer(1) | $25,000.00 | | Nominating/Corporate Governance Committee Chairman Cash Retainer(1) | $20,000.00 | | CEO Search Committee Chairman Cash Retainer(1)(5) | $20,000.00 | | Committee Member Cash Retainer(1) | $10,000.00 | | Additional Meeting Attendance Fee(1)(4) | $2,000 per meeting |

  58. 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.In connection with his appointment as Chairman of the Board, effective as of December 19, 2023, and through the day of the 2024 Annual Meeting, Mr. Herzog receives (1) a monthly cash payment of $8,333 (or a prorated dollar value for each partial calendar month of service), and (2) a monthly award, granted on the last trading day of each calendar month, of a number of RSUs determined by dividing $71,667 (or a prorated dollar value for each partial calendar month of service) by the closing price of our common stock on the New York Stock Exchange on the grant date, which will vest on the earlier of (i) the one-year anniversary of the grant date, or (ii) at the next annual meeting of stockholders, subject in either case to Mr. Herzog’s continued service on the Board through such date. This compensation package provides Mr. Herzog with run-rate annual compensation of $550,000, which is P50 compensation for an independent chair at comparable companies, according to the analysis performed by the Compensation Committee’s compensation consultant, and also includes special compensation in recognition of certain additional duties Mr. Herzog held in support of our CEO transition. 4.Directors are eligible to receive the additional meeting attendance fee for each additional meeting attended above certain thresholds as follows: (i) $2,000 per meeting in excess of six Board meetings, (ii) $2,000 per meeting in excess of eight Audit committee meetings; (iii) $2,000 per meeting in excess of six Compensation or Nominating/Corporate Governance committee meetings; and (iv) $2,000 per meeting held by an ad-hoc committee of the Board that met three times during fiscal 2024. In fiscal 2024, there were 3 meetings held by an ad-hoc committee of the Board. 5.A CEO Search Committee of the Board tasked with coordinating the search effort for our successor President and CEO was formed on December 20, 2023. The CEO Search Committee was eliminated effective January 31, 2024.

  59. Director Compensation

    | | 33 |

  60. Director Compensation

    | Corporate Governance | Table of Contents |

  61. Director Compensation

    The following table sets forth for each individual who served as a non-employee director of DXC during fiscal 2024, certain information with respect to compensation paid to them by DXC in fiscal 2024.

  62. Director Compensation

    | | Cash Retainers and Fees | | | | | | | | | | Name (a) | Annual Cash Retainer ($) | Lead Independent Director Annual Cash Retainer ($) | Chairman of the Board Monthly Cash Retainer ($) | Committee Chairman Annual Cash Retainer ($) | Committee Member Annual Cash Retainer ($) | Additional Meeting Attendance Fee ($) | Total Retainers and Fees Earned(1) or Paid in Cash ($) (b) | Total Stock Awards(2) ($) (c) | Total Compensation ($) (d) | | Mukesh Aghi(3) | 28,664 | — | — | — | 3,172 | — | 31,836 | — | 31,836 | | Amy E. Alving(3) | 28,664 | — | — | — | 3,172 | — | 31,836 | — | 31,836 | | David A. Barnes | 97,002 | — | — | 8,065 | 21,156 | 12,000 | 138,223 | 239,940 | 378,163 | | Raul J. Fernandez(4) | 68,239 | — | — | 14,247 | 13,124 | — | 95,610 | 239,940 | 335,550 | | Anthony Gonzalez | 97,002 | — | — | — | 10,000 | 10,000 | 117,002 | 239,940 | 356,942 | | David L. Herzog | 97,002 | 35,753 | 28,494 | — | 36,000 | 10,000 | 207,249 | 484,969 | 692,217 | | Pinkie Mayfield | 68,584 | — | — | — | 6,855 | 10,000 | 85,439 | 239,940 | 325,379 | | Karl Racine | 97,002 | — | — | — | 15,156 | 10,000 | 122,158 | 239,940 | 362,098 | | Dawn Rogers | 97,002 | — | — | 2,312 | 11,156 | 12,000 | 122,470 | 239,940 | 362,410 | | Michael J. Salvino(5) | — | — | — | — | — | — | — | — | — | | Carrie W. Teffner | 97,002 | — | — | — | 17,156 | 10,000 | 124,158 | 239,940 | 364,098 | | Akihiko Washington | 97,002 | — | — | 25,000 | 17,156 | 12,000 | 151,158 | 239,940 | 391,098 | | Robert F. Woods | 97,002 | — | — | 33,477 | 16,000 | 10,000 | 156,479 | 239,940 | 396,419 |

  63. Director Compensation

    1.Column (b) reflects the sum total of all cash compensation earned during fiscal 2024, 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 2023 Annual Meeting of Stockholders on July 25, 2023, received 12,400 RSUs determined by (i) dividing $240,000 by the closing price of our common stock on the New York Stock Exchange on the grant date of August 7, 2023 ($19.35), 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 2024 annual meeting (July 30, 2024). In addition, in connection with his appointment as Chairman of the Board, effective as of December 19, 2023, and until the date of our 2024 Annual Meeting, Mr. Herzog receives monthly awards of RSUs, determined by dividing $71,667 (or a prorated dollar value for each partial calendar month of service) by the closing price of our common stock on the New York Stock Exchange on the grant date; which are scheduled to vest in full on the date of DXC's 2024 Annual Meeting of Stockholders (July 30, 2024). 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 2024. 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, 2024, providing details of DXC’s accounting under FASB ASC Topic 718.

  64. Director Compensation

    | 34 | 2024 Proxy Statement |

  65. Director Compensation

    | Table of Contents | Corporate Governance |

  66. Director Compensation

    The aggregate number of unvested DXC stock awards outstanding for each DXC non-employee director at March 31, 2024, were as follows:

  67. Director Compensation

    | Name | Aggregate Unvested Stock Awards Outstanding as of March 31, 2024 | | Mukesh Aghi(3) | — | | Amy E. Alving(3) | — | | David A. Barnes | 12,400 | | Raul J. Fernandez(4) | 12,400 | | Anthony Gonzalez | 12,400 | | David L. Herzog | 23,857 | | Pinkie Mayfield | 12,400 | | Karl Racine | 12,400 | | Dawn Rogers | 12,400 | | Michael J. Salvino(5) | — | | Carrie W. Teffner | 12,400 | | Akihiko Washington | 12,400 | | Robert F. Woods | 12,400 |

  68. Director Compensation

    3. Mr. Aghi and Ms. Alving served on the Board until our 2023 annual meeting of stockholders held on July 25, 2023. 4. Reflects director cash retainers and stock awards Mr. Fernandez received during his fiscal 2024 service as a non-employee director until his appointment as Interim President and CEO. Mr. Fernandez’s compensation as Interim President and CEO and full-time President and CEO is reflected in the Summary Compensation Table. Mr. Fernandez did not and does not receive separate compensation for his additional service on our Board since he became Interim President and CEO and then full-time President and CEO. 5. Mr. Salvino’s compensation as President and CEO is reflected in the Summary Compensation Table. Mr. Salvino did not receive separate compensation for his additional service as Chairman of the Board.

  69. Director Compensation

    | | 35 |

  70. Director Compensation

    | Corporate Governance | Table of Contents |

  71. Fiscal 2024 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, 71% (delivered in 60% PSUs and 40% RSUs) of their fiscal 2024 target compensation is allocated to long-term incentive equity.* | | Short-Term Annual Cash Incentive: Payouts based on performance against rigorous goals and using objective measures only | •Fiscal 2024 Adjusted EBIT Margin %, with 50% weighting •Fiscal 2024 Organic Revenue Growth %, with 50% weighting •The introduction of equal weighting of Adjusted EBIT Margin % and Organic Revenue Growth % in the fiscal 2024 STI program further incentivizes management to focus both on top-line and bottom-line growth. |

  72. Fiscal 2024 Compensation Plan Decisions: Strong Emphasis on Performance

    | Annual incentive payouts below target demonstrate Pay for Performance Alignment | •In fiscal 2024, 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 92% and 96%, respectively, which were below target performance but above threshold, resulting in a calculated payout of approximately 59% of target, also demonstrating the alignment between pay and performance. |

  73. Fiscal 2024 Compensation Plan Decisions: Strong Emphasis on Performance

    | Award | Achievement | Payout | | STI: fiscal 2024 (Incentive Compensation Plan) | Below Target | 59% Payout |

  74. Fiscal 2024 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. |

  75. Fiscal 2024 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. |

  76. Pay Outcomes Demonstrate Pay for Performance Alignment: Realized Pay

    Pay Outcomes Demonstrate Pay for Performance Alignment: Realized Pay A substantial proportion of our CEO’s pay is performance-based and at-risk. If the Company does not meet performance targets and/or our stock price decreases (or, conversely, if goals are achieved and/or our stock price increases), the value of our CEO’s pay is affected, underscoring the pay for performance nature of our executive compensation program. To illustrate this alignment of pay outcomes with performance, the chart below contrasts the amounts reported in the Summary Compensation Table under SEC reporting rules, which uses the accounting grant date fair value of equity grants, with the amounts of CEO compensation that were realized (actual compensation) during a fiscal year. At the end of fiscal 2024, the total cumulative fiscal 2022 (Mr. Salvino), fiscal 2023 (Mr. Salvino), and fiscal 2024 (Mr. Fernandez) actual realized value of our CEO’s pay was approximately 53% less than the total cumulative reported value (shown in chart below). This not only provides a meaningful demonstration of the pay for performance alignment of DXC’s executive compensation program, but the line representing Cumulative TSR also shows the strong alignment of our CEO’s realized pay with our stock price performance and the experience of our stockholders. 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.

  77. Fiscal 2024 Service as Interim and then Full-time President and Chief Executive Officer

    Fiscal 2024 Service as Interim and then Full-time President and Chief Executive Officer Effective December 18, 2023, Raul J. Fernandez, a member of DXC’s Board of Directors since August 13, 2020, served in the role of Interim President and Chief Executive Officer until his official appointment to full-time President and Chief Executive Officer on February 1, 2024. Mr. Fernandez was ultimately selected following a CEO search that was focused on identifying a leader with the experience and skills needed to propel DXC forward as we take the next step in our growth journey and meet the evolving needs of today’s enterprise clients. For Mr. Fernandez’s service in fiscal 2024, the terms of his target pay were based on the initial arrangements, established at the time Mr. Fernandez joined as Interim President and CEO on December 18, 2023 . To ensure payments were only made for actual service in the interim role, for fiscal 2024, Mr. Fernandez received a monthly salary of $115,000 and a monthly RSU award with a target grant date fair value of $1,470,833 (in each case pro rata with respect to the 14 service days in December 2023). Each monthly RSU award vested on the grant date, and to further align Mr. Fernandez to DXC and stockholders’ interests, includes a 1-year holding period until settlement on the first anniversary of each monthly grant date. Further, in light of the critical, unique nature of the initial interim role and Mr. Fernandez agreeing to serve in the position and forego other potential opportunities, he received a sign-on retention bonus of $1,000,000. The sign-on retention cash bonus

  78. Fiscal 2024 CEO PSU Award

    Fiscal 2024 CEO PSU Award On March 31, 2024, in connection with the finalization of Mr. Fernandez’s Employment Agreement as the full-time President and CEO and in consideration of directly aligning Mr. Fernandez’s long-term incentive opportunity with stockholders’ interests, the Compensation Committee and the Board, in consultation with the independent compensation consultant, granted Mr. Fernandez a 100% performance-based fiscal 2024 annual award. The fiscal 2024 award is based on stock price growth and only vests upon the achievement of formidable stock price hurdles, as measured at the end of the performance period on March 31, 2026 (the close of DXC’s fiscal 2026), consistent with the timing of the end of the performance period for the fiscal 2024 awards granted to other NEOs. Details of the PSU award: The Compensation Committee and the Board approved a grant of 106,666 target PSU shares, valued at $2,879,982, which reflects the payout amount at the target stock price performance level. The target payout level is approximately 20% of Mr. Fernandez’s fiscal 2025 target annual long-term incentive opportunity, as the Compensation Committee also considered his start date, which was in the latter part of the fiscal 2024 performance year. The PSUs granted to Mr. Fernandez represent the opportunity to earn shares at the end of the two-year performance cycle based on the stock price growth for the performance period. The PSUs earn based on the highest average closing price for any consecutive 60-day period within the three-month period ending on March 31, 2026. The Compensation Committee will make a conclusive determination as to the number of PSUs earned and vested only after the end of the performance period’s close on March 31, 2026 (the close of DXC’s fiscal 2026). The Compensation Committee set the performance levels with the timeline of moving beyond the Transformation Journey into a sustained growth phase in mind. The stock price growth hurdles require the successful execution of steps on the path to sustained success, as evidenced by the anticipated significant financial and operating performance achievement and corresponding translation to stock price performance. More specifically, the target performance level requires a rigorous approximate 27% total stock price appreciation. Threshold performance level requires approximately 18% total stock price appreciation, without which there is no payout. The stock price growth rates are relative to the closing price on the last day of fiscal 2024. Vesting ranges from 0% to 250% of the target number of shares of the grant. There is no vesting unless there is at least approximately 18% absolute stock price appreciation, and the vesting is capped at 250% or approximately 41% stock price appreciation. Consistent with other NEOs, any such earned shares are subject to DXC’s rigorous stock ownership guidelines and clawback policy.

  79. Separation of Former Chairman, President and Chief Executive Officer Michael J. Salvino

    Separation of Former Chairman, President and Chief Executive Officer Michael J. Salvino Mr. Salvino ceased serving as Chairman, President and Chief Executive Officer on December 18, 2023, and moved to an advisory role until March 31, 2024, in order to provide any necessary transition assistance. Upon separation of service with DXC on March 31, 2024, Mr. Salvino received the severance benefits he was entitled to under his employment agreement for a termination without Cause (as described in section “Potential Payments Upon Change of Control and Termination of

  80. Appointment of Robert Del Bene as Executive Vice President and Chief Financial Officer

    Appointment of Robert Del Bene as Executive Vice President and Chief Financial Officer Effective June 15, 2023, we recruited Robert Del Bene to serve as Executive Vice President and Chief Financial Officer of the Company. Mr. Del Bene most recently served as General Manager, IBM Technology Lifecycle Services, IBM’s $6 billion technology support business. Mr. Del Bene also served as IBM’s Vice President and Controller; General Manager, IBM Global Financing; and Vice President and Treasurer, along with other senior roles over a 42-year career with IBM. Mr. Del Bene received an annual base salary of $725,000, and annual bonus eligibility with a target amount of 125% of base salary (in each case pro rata for fiscal 2024). The Compensation Committee sought to immediately align the new CFO to DXC and stockholders’ interests and granted a pro rata annual award (60% PSUs and 40% RSUs) with a target grant date fair value of $2,718,750. PSU vesting is based on the same fiscal 2024 PSU metrics as the other NEOs. In replacement of compensation amounts foregone from Mr. Del Bene’s prior employer, he received an inducement grant of RSUs with a grant date fair value of $1,225,000 with three-year ratable vesting, and a sign-on cash bonus of $500,000. The sign-on cash bonus includes a clawback provision, obligating Mr. Del Bene to repay 100% of the sign-on bonus if he voluntarily terminates employment with DXC or is terminated for Cause by the Company within 24 months of his start date.

  81. Separation of Former Executive Vice President and Chief Financial Officer Kenneth P. Sharp

    Separation of Former Executive Vice President and Chief Financial Officer Kenneth P. Sharp Mr. Sharp ceased serving as Executive Vice President and Chief Financial Officer on June 1, 2023, and moved to a consulting role until September 15, 2023, in order to provide any necessary transition assistance. Upon separation of service with DXC on September 15, 2023, Mr. Sharp received the severance benefits he was entitled to under his individual offer letter for a termination without Cause (as described in section “Potential Payments Upon Change of Control and Termination of Employment” of this Proxy Statement). Mr. Sharp received no additional benefits beyond the terms disclosed in his individual offer letter, effective upon his hire date of November 30, 2020.

  82. Appointment of Howard Boville as General Manager, Application Services and Artificial Intelligence

    Appointment of Howard Boville as General Manager, Application Services and Artificial Intelligence Effective September 1, 2023, we recruited Howard Boville to serve in the newly created role of General Manager, Applications Services and Artificial Intelligence. In addition to the critical nature of Mr. Boville’s role in creating growth strategies for this new Offering, the Board and Compensation Committee considered the strong potential of Mr. Boville having a further expanded role with the Company in the near future when recruiting Mr. Boville and extending him an employment offer. Mr. Boville most recently served as Senior Vice President and Head of IBM Cloud Platform & Technology Lifecycle Services, where he led the global cloud business and helped develop market-leading capabilities to drive digital transformation for enterprises, especially in highly regulated industries. Prior to IBM, Mr. Boville was Chief Technology Officer for Bank of America for eight years and, overall, Mr. Boville has more than 25 years of experience working as a business technologist across sales, marketing, product development, engineering, operations and contracts. Mr. Boville received an annual base salary of $1,000,000, and annual bonus opportunity with a target amount of 135% of base salary (in each case pro rata for fiscal 2024). The Compensation Committee sought to immediately align Mr. Boville to DXC and stockholders’ interests and granted an annual award (60% PSUs and 40% RSUs) with a target grant date fair value of $8,000,000, the value of which was in part intended as a make-whole award for the amounts he forfeited from his prior employer. PSU vesting is based on the same fiscal 2024 PSU metrics as the other NEOs. Similarly, Mr. Boville received a cash sign-on bonus of $900,000, the value of which was in part intended as a make-whole payment for forfeited amounts from his prior employer. The sign-on cash bonus includes a clawback provision, obligating Mr. Boville to repay 100% of the sign-on bonus if he voluntarily terminates employment with DXC or is terminated for Cause by the Company within 24 months of his start date.

  83. Fiscal 2024 Stockholder Engagement Discussion Overview

    | Discussion Topic | Actions Taken in Response | | Interim CEO cash retention payment, including a full clawback, to enable a smooth transition to a new CEO, once appointed. | Disclosed in the “Leadership Transition” section above in this CD&A. | | Interim CEO pro rata monthly LTI award intended to ensure payments were only made for actual service in the interim role. | Disclosed in the “Leadership Transition” section above in this CD&A. | | The contract in connection with the appointment of Raul Fernandez as full-time CEO was not yet finalized during outreach, but we sought general, directional guidance with respect to various aspects of the arrangement. | As of the June 14, 2024 filing date of this Proxy Statement, stockholders did not express any concerns with the CEO agreement. | | Termination payments made to the former CEO and CFO based solely on what was required in the employment agreements for an involuntary termination. | Disclosed in the “Leadership Transition” section above in this CD&A. | | Make-whole awards made to the new management team members, due to forfeited compensation from prior companies. | Disclosed in the “Leadership Transition” section above in this CD&A. | | Target compensation adjustments made to leaders with expanded roles, and target compensation increases were predominantly performance-based, variable and in long-term compensation. The amount of the increased target compensation of the prior CEO was 100% in the long-term incentive. | Disclosed in “Section V. COMPONENTS OF OUR COMPENSATION PROGRAM” of this CD&A. | | Fiscal 2022 PSUs to vest at 188%, however, the actual value of the shares was trending significantly below the value at the time of the achievement on August 16, 2021. This decline in value aligns with the experience of stockholders. | Disclosed in “Section V. COMPONENTS OF OUR COMPENSATION PROGRAM” of this CD&A. Award settled on May 28, 2024, at a value equal to 36% of the August 2021 value, underscoring pay for performance alignment. | | Disclosure of the performance targets used to measure the alignment between pay and performance in the short and long-term incentive plans. | We included the goals and our achievement for our fiscal 2024 short-term incentive. Although, for competitive reasons, we generally do not disclose forward-looking goals for our multi-year incentive programs, we are also providing enhanced disclosure on the completed fiscal 2022 PSU vesting and the fiscal 2024 STI payouts, illustrating how the pay outcomes demonstrate pay for performance alignment. Disclosed in “Section V. COMPONENTS OF OUR COMPENSATION PROGRAM” of this CD&A. |

  84. 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 stockholders’ 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 of 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 of Control No share recycling for options / SARs No exchanges of underwater options for cash No evergreen provisions in the equity plan |

  85. Role of Management

    Role of Management The Compensation Committee coordinates with the President & Chief Executive Officer (“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 unit 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.

  86. 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 2024, 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.

  87. Role of the Independent Compensation Consultant

    | | 55 |

  88. Role of the Independent Compensation Consultant

    | Executive Compensation | Table of Contents |

  89. Role of the Independent Compensation Consultant

    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. 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.

  90. 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 2024 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 2024, no changes were made to the existing peer group.

  91. Compensation Peer Group and Peer Selection Process

    | 56 | 2024 Proxy Statement |

  92. Compensation Peer Group and Peer Selection Process

    | Table of Contents | Executive Compensation |

  93. Compensation Peer Group and Peer Selection Process

    The peer group used in connection with decisions relating to fiscal 2024 components of compensation consisted of the following companies:

  94. Compensation Peer Group and Peer Selection Process

    | Company | Revenue Latest FYE(1) ($ in millions) | Total Employees (#) | | Accenture plc | 50,533 | 624,000 | | Aon plc | 12,193 | 50,000 | | Automatic Data Processing, Inc. | 16,498 | 56,000 | | Cisco Systems, Inc. | 51,557 | 79,500 | | Cognizant Technology Solutions Corporation | 18,507 | 330,600 | | Fidelity National Information Services, Inc. | 13,877 | 65,000 | | Fiserv, Inc. | 16,226 | 44,000 | | Hewlett Packard Enterprise Company | 27,784 | 60,400 | | Intel Corporation | 79,024 | 121,100 | | International Business Machines Corporation | 57,351 | 282,100 | | Leidos Holdings, Inc. | 13,737 | 43,000 | | Marsh & McLennan Companies, Inc. | 19,820 | 83,000 | | Texas Instruments Incorporated | 18,344 | 31,000 | | VMware, Inc. | 12,851 | 32,300 | | Western Digital Corporation | 18,793 | 65,600 | | Willis Towers Watson Public Limited Company | 8,998 | 44,200 | | Xerox Holdings Corporation | 7,038 | 23,300 | | 25th Percentile | 13,737 | 44,000 | | Median | 18,344 | 60,400 | | 75th Percentile | 27,784 | 83,000 | | DXC Technology Company | 16,265 | 134,000 | | Percentile Rank | 38th | 82nd |

  95. 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 for the peer group and for DXC, as of August 31, 2022. In the case of the former CEO, total target compensation in fiscal 2024 was set at the 50th percentile of our executive compensation peer group. For other named executive officers, we do not formally set total compensation, or any specific element of compensation, at a specific percentile of the peer group for each position. Instead, the peer group and market data are used as a reference point to provide information on the range of competitive pay levels and current compensation practices in our industry. In addition to the selected peer group, the Compensation Committee also references general and specific industry surveys from other sources.

  96. Compensation Peer Group and Peer Selection Process

    | | 57 |

  97. Compensation Peer Group and Peer Selection Process

    | Executive Compensation | Table of Contents |

  98. Fiscal 2024 Pay Components

    | Type of Pay | Purpose | Key Characteristics | | 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 generally requires continued employment through the end of the three-year performance period | | Time-Based Restricted Stock Units (RSUs)* | •Aligns with stockholder interests and incentivizes long-term value creation and retention | •30% LTI weighting of regular annual grant in RSUs for the CEO (40% for other NEOs) •Vests in increments over a three-year period |

  99. Fiscal 2024 Pay Components

    The graphics below illustrate the fiscal 2024 mix of fixed, target short-term incentive, and target long-term incentive compensation we provided to our CEO and other NEOs.* *The above pay mix percentages reflected are rounded to the nearest whole number, and the calculations exclude Mr. Fernandez, as his annual target pay did not take effect until fiscal 2025. Please see the “Leadership Transition” section of this CD&A for further details on Mr. Fernandez’s compensation. Total Target Direct Compensation Decisions – Predominantly in long term component: In the Spring of 2023, at the time that the Compensation Committee typically determines target compensation for the year, the Compensation Committee, in consultation with Pay Governance, reviewed the total target compensation for the executive officers and, in alignment with the full Board, based in part on outperforming the median of the GICS 4510 industry, the Board determined to increase the compensation of the CEO to align total pay with the median of the peer group, which was approximately $19,000,000. In accordance with our pay for performance and stockholder alignment philosophy, the entirety of the CEO increase was made to the long-term incentive component. The vast majority (93%) of the target total direct compensation opportunity in fiscal 2024 was variable and at-risk, with a majority (69%) being subject to rigorous short- and long-term performance conditions. Also, consistent with our pay for performance model, during fiscal 2024, the Compensation Committee increased the target total compensation of NEOs Christopher Drumgoole and James M. Brady due to their promotions to expanded roles in critical leadership positions of the Company in fiscal 2024. The vast majority of the target compensation increases were allocated to the long-term incentive component to further align compensation to stockholders’ interests. No other fiscal 2024 NEOs received any adjustments. Finally, when Mr. Fernandez was appointed to full-time President and Chief Executive Officer on February 1, 2024, the Compensation Committee considered his proven experience and executive leadership and aligned his fiscal 2025 total target compensation with the prior CEO’s fiscal 2024 total target compensation. The monthly interim compensation ceased on April 1, 2024 (the first day of DXC’s fiscal 2025). Mr. Fernandez’s fiscal 2025 target compensation also maintains alignment with the market median.

  100. 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.

  101. Annual Cash Incentive Plan

    | | 61 |

  102. Annual Cash Incentive Plan

    | Executive Compensation | Table of Contents |

  103. 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 for the fiscal 2024 annual cash incentive plan. Organic Revenue Growth and Adjusted EBIT Margin are critical building blocks to achieve our key strategic goals and drive stockholder value creation, with equal weighting on top-line revenue growth and overall sustained profitability, as both closely correlate to cash generation, which is a key to driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are weighted 50% Organic Revenue Growth % and 50% Adjusted EBIT Margin % to reinforce that both revenue and profits are equally important in driving sustainable growth for DXC. 1.Organic Revenue Growth %. 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 %. Adjusted EBIT Margin, which is GAAP EBIT adjusted to exclude certain items which DXC management believes are not indicative of operating performance, including restructuring costs, amortization of acquired intangible assets, transaction, separation, and integration-related costs, merger-related indemnification, gains and losses on dispositions of businesses, pension and OPEB actuarial and settlement losses and impairment losses.

  104. 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 DXC’s 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 targets and present a significant challenge requiring exceptionally strong performance and significant effort to achieve.

  105. Payout Curves

    Payout Curves For the fiscal 2024 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 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 2024, the Compensation Committee determined achievement with respect to each of the financial metrics and corresponding pool funding, independently.

  106. Individual Performance Modifier

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

  107. 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.

  108. Target Opportunities

    | NEO | Fiscal 2024 Target Annual Cash Incentive Plan Opportunity as a % of Base Salary (%) | Fiscal 2024 Target Annual Cash Incentive Plan Opportunity ($) | | Raul J. Fernandez(1) | N/A | N/A | | Robert Del Bene(2) | 125% | 720,543 | | Howard Boville(2) | 135% | 785,656 | | Christopher Drumgoole | 125% | 875,000 | | James M. Brady | 125% | 875,000 | | Michael J. Salvino(3) | 200% | 2,700,000 | | Kenneth P. Sharp(4) | 125% | 906,250 |

  109. Target Opportunities

    1.Mr. Fernandez was not eligible for a fiscal 2024 annual incentive. 2.Mr. Del Bene and Mr. Boville’s target annual incentive opportunities are prorated based on their respective hire dates in fiscal 2024. 3.Mr. Salvino left DXC at the close of fiscal 2024. 4.Mr. Sharp left DXC during fiscal 2024 (September 2023). For fiscal 2024, the Compensation Committee determined to increase Mr. Brady’s target annual cash incentive opportunity as a percentage of base salary by 15 percentage points due to his promotion to the critical leadership role of Chief Operating Officer at the beginning of fiscal 2024. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2024.

  110. Achievement of Financial Metrics

    Achievement of Financial Metrics Ultimately, the Compensation Committee verifies achievement relative to the targets for Organic Revenue Growth % and Adjusted EBIT Margin % to determine the respective performance levels, and then translates those performance levels to pool funding 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. The targets for the annual incentive compensation program are below. The fiscal 2024 revenue target shown reflects a substantial improvement from the declines in prior years. The threshold for organic revenue growth % is 95% of the target with a maximum of 105% of the target. The threshold for Adjusted EBIT Margin % is 90% of the target with a maximum of 110% of the target.

  111. 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 2024 is reflected in the table below.

  112. Payout Determination

    | NEO(1) | Pool Funding %X | Target Annual Cash Incentive | = | Individual Payout | | Raul J. Fernandez(2) | N/AX | N/A | = | N/A | | Robert Del Bene(3) | 59%X | $720,543 | = | $425,120 | | Howard Boville(3) | 59%X | $785,656 | = | $463,537 | | Christopher Drumgoole | 59%X | $875,000 | = | $516,250 | | James M. Brady | 59%X | $875,000 | = | $516,250 | | Michael J. Salvino(4) | 59%X | $2,700,000 | = | $1,593,000 |

  113. Payout Determination

    1.Mr. Sharp left DXC in September 2023 and forfeited his entire fiscal 2024 annual incentive payout opportunity. 2.Mr. Fernandez was not eligible for a fiscal 2024 annual incentive. 3.Mr. Del Bene’s and Mr. Boville’s annual incentive payouts were prorated based on their respective hire dates in fiscal 2024. 4.Mr. Salvino left DXC at the close of fiscal 2024 and, because he was employed by DXC for the full fiscal year, the payout amount reflects the full annual incentive payout based on actual performance during the year of termination, per the severance terms of Mr. Salvino’s employment agreement. Additional details of Mr. Salvino’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

  114. Payout Determination

    | | 65 |

  115. Payout Determination

    | Executive Compensation | Table of Contents |

  116. 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. 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.

  117. Equity Vehicles and Mix for Annual Grants

    Equity Vehicles and Mix for Annual Grants The Compensation Committee determined to use the same PSU performance metrics for the fiscal 2024-2026 cycle as were introduced and used in the prior fiscal year (relative TSR and cumulative Free Cash Flow, weighted equally and measured over a three-year period). The Compensation Committee believes these metrics best align executive pay with stockholder value creation as well as business operations.

  118. Equity Vehicles and Mix for Annual Grants

    | Equity Vehicle | Fiscal 2024 Allocation | Vesting Period | How Payouts Are Determined | Rationale for Use | | PSUs | •70% for CEO •60% for other NEOs | Three-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 | Three years: One-third per year | Value of stock at vesting | •Aligns with stockholders •Promotes retention •Provides alignment to stockholders’ interests, even during periods of market volatility |

  119. Equity Vehicles and Mix for Annual Grants

    *rTSR is defined as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2024 PSU performance period (4/1/2023 - 3/31/2026), 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.

  120. Equity Vehicles and Mix for Annual Grants

    | 66 | 2024 Proxy Statement |

  121. Equity Vehicles and Mix for Annual Grants

    | Table of Contents | Executive Compensation |

  122. Equity Vehicles and Mix for Annual Grants

    The relative TSR comparison companies for the fiscal 2024 PSUs, composed of the S&P 500 IT Services Index companies as of the start of the fiscal 2024 PSU performance period (excluding DXC Technology), plus 18 additional companies that we either (1) compete with for business and capital or (2) were formerly in the S&P 500 IT Services Index the prior fiscal year and maintained in the relative TSR peer group for program continuity, 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 2024 compensation peer group identified under “Compensation Peer Group and Peer Selection Process” above:

  123. Equity Vehicles and Mix for Annual Grants

    | DXC Technology’s Fiscal 2024 PSU rTSR Peer Group | | S&P 500 IT Services Index Companies + Additional Custom Peer Group Companies: Automatic Data Processing, Inc. Broadridge Financial Solutions, Inc. Conduent Incorporated Cisco Systems, Inc Fidelity National Information Services, Inc. Fiserv, Inc FleetCor Technologies, Inc. Global Payments Inc. Hewlett Packard Enterprise Company Intel Corporation Jack Henry & Associates, Inc. Kyndryl Holdings, Inc. Mastercard Incorporated Paychex, Inc. PayPal Holdings, Inc. Unisys Corporation Visa Inc. VMware, Inc. |

  124. Equity Vehicles and Mix for Annual Grants

    Stockholder feedback continues to reflect support and encouragement for use of these 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 2024-2026. 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 three-year cliff plan, the actual value received by NEOs will be based on the stock price at the time of vesting after the three-year performance period ends. Moreover, the vested shares are also subject to significant shareholding requirements, including 7x salary for the CEO.

  125. 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 •Retention considerations

  126. Target Opportunities

    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 underscores the significant emphasis on performance-based equity. The specific long-term incentive opportunity for each NEO for fiscal 2024 was as follows:

  127. Target Opportunities

    | NEO(1) | Base Salary ($) | Target LTI (%) | Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | | Raul J. Fernandez(2) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Robert Del Bene(3) | 725,000 | 500% | 2,718,750 | 1,631,250 | 64,604 | 1,087,500 | 43,069 | | Howard Boville(4) | 1,000,000 | 800% | 8,000,000 | 4,800,000 | 216,900 | 3,200,000 | 144,600 | | Christopher Drumgoole | 700,000 | 500% | 3,500,000 | 2,100,000 | 85,193 | 1,400,000 | 56,795 | | James M. Brady | 700,000 | 500% | 3,500,000 | 2,100,000 | 85,193 | 1,400,000 | 56,795 | | Michael J. Salvino(5) | 1,350,000 | 1107%* | 14,950,000 | 10,465,000 | 424,544 | 4,485,000 | 181,947 |

  128. Target Opportunities

    *Mr. Salvino’s Target LTI % is rounded to the nearest whole percentage number. 1.Mr. Sharp left DXC in September 2023 and did not receive a fiscal 2024 annual equity grant. 2.Mr. Fernandez received a 100% performance-based fiscal 2024 annual equity grant. For details on Mr. Fernandez’s fiscal 2024 annual equity grant, please see the “Leadership Transition” section of this CD&A. 3.Mr. Del Bene’s fiscal 2024 annual equity grant is prorated based on hire date. 4.Per the terms of Mr. Boville’s employment offer letter and in order to help offset equity forfeited from his previous employer upon joining DXC, Mr. Boville’s fiscal 2024 annual equity grant reflects the full year target amount without proration based on hire date. 5.Mr. Salvino left DXC at the close of fiscal 2024 and the entirety of his fiscal 2024 annual equity grant was forfeited, except for pro rata portions based on his twelve full months of service in fiscal 2024, per the severance terms of Mr. Salvino’s employment agreement. Additional details of Mr. Salvino’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section. 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 rTSR portion of the PSUs and is determined using the closing price on the date of grant for the cumulative FCF portion of the PSUs and the RSUs. For the former 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.

  129. Vesting of Fiscal 2022 PSUs

    Vesting of Fiscal 2022 PSUs In fiscal 2022, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2022-2024. 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 highest rolling three-month average closing price per share of the Company’s common stock throughout the three-year fiscal 2022-2024 performance period (April 1, 2021 – March 31, 2024), as compared to stock price targets. Fiscal 2022 was the final year of using this stock price metric as part of the annual long-term incentive program. Based on stockholder feedback, we now use Free Cash Flow and relative TSR in our annual long-term incentive program.

  130. Vesting of Fiscal 2022 PSUs

    | 68 | 2024 Proxy Statement |

  131. Vesting of Fiscal 2022 PSUs

    | Table of Contents | Executive Compensation |

  132. Vesting of Fiscal 2022 PSUs

    The Compensation Committee set the performance levels with the timeline for the business transformation in mind. It utilized compound annual growth rates (“CAGRs”) and corresponding stock price growth hurdles requiring successful execution of steps on the business transformation. More specifically, the target performance level required an approximate total stock price appreciation of a rigorous 27.6% (8.5% share price CAGR) over a rolling three-month period during the three-year performance period. The threshold performance level required approximately 9.4% total stock price appreciation (or 3.0% share price CAGR). Below that there is no payout. The stock price growth rates are relative to the average closing price during the three-month period leading up to and including the date of May 5, 2021, just prior to the June 1, 2021 grant date. PSU payouts ranged from 0% to 200% of the target number of shares of the grant, with the 200% vesting maximum representing approximately 13.4% CAGR or 45.8% stock price appreciation. After the end of the three-year period, the Compensation Committee determined that based on the highest achieved rolling three-month average stock price of $39.40, the fiscal 2022 PSU award earned at 188% of target, with an achieved aggregate stock price appreciation of approximately 43.6%, or 12.8% share price CAGR at the time of highest achievement within the performance period. However, the value of the CEO fiscal 2022 LTI award as of the final settlement date of May 28, 2024 is 36% of the value at the time the fiscal 2022 PSU 188% achievement was realized in August of 2021, which aligns pay with Company performance, as well as with the DXC stockholders’ experience during the challenging headwinds. 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 2022 PSU grants as follows:

  133. Vesting of Fiscal 2022 PSUs

    | NEO(1) | Target PSUs (#) | PSU Award Achievement (%) | Earned PSUs (#) | | Christopher Drumgoole | 21,985 | 188% | 41,332 | | James M. Brady | 18,844 | 188% | 35,427 | | Michael J. Salvino | 279,209 | 188% | 524,913 | | Kenneth P. Sharp(2) | 43,970 | — | — |

  134. Vesting of Fiscal 2022 PSUs

    1.Messrs. Fernandez, Del Bene, and Boville were not employees of the Company in fiscal 2022 and did not receive fiscal 2022 PSUs. 2.Mr. Sharp left DXC in fiscal 2024 and all his outstanding fiscal 2022 PSUs were forfeited.

  135. Vesting of Fiscal 2022 PSUs

    | | 69 |

  136. Vesting of Fiscal 2022 PSUs

    | Executive Compensation | Table of Contents |

  137. Severance and Change of Control Compensation

    Severance and Change of 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.

  138. Severance and Change of Control Compensation

    | 70 | 2024 Proxy Statement |

  139. Severance and Change of Control Compensation

    | Table of Contents | Executive Compensation |

  140. Severance and Change of Control Compensation

    Various arrangements provide for the payment of certain severance and other benefits to participants for terminations not in connection with a Change of Control (as defined below). These 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 former CEO only). The CEO’s outstanding RSUs would vest on a pro-rata basis and the CEO’s outstanding 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. Our Change of 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 of Control, or a termination by the NEOs for Good Reason within two years after a Change of 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 of Control. There are no tax gross-ups on any amounts payable in connection with a Change of Control. Additional details about these severance arrangements are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

  141. Severance and Change of Control Compensation

    | | 71 |

  142. Severance and Change of Control Compensation

    | Executive Compensation | Table of Contents |

  143. 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.

  144. Summary Compensation Table

    Summary Compensation Table The following table provides information on the compensation of the NEOs paid or awarded by DXC for fiscal 2024, fiscal 2023 and fiscal 2022.

  145. 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) | | Raul J. Fernandez President and Chief Executive Officer | 2024 | 334,385 | 1,000,000 | 8,208,431 | — | — | — | 123,847 | 9,666,663 | | Robert Del Bene Executive Vice President and Chief Financial Officer | 2024 | 549,327 | 500,000 | 4,685,514 | — | 425,120 | — | 7,095 | 6,167,056 | | Howard Boville General Manager, Applications Services and Artificial Intelligence | 2024 | 542,308 | 900,000 | 8,275,459 | — | 463,537 | — | 10,094 | 10,191,398 | | Christopher Drumgoole General Manager, Cloud Infrastructure & ITO | 2024 | 700,000 | — | 3,825,153 | — | 516,250 | — | 29,432 | 5,070,835 | | | 2023 | 673,077 | — | 2,308,575 | — | 462,000 | — | 33,283 | 3,476,935 | | James M. Brady Executive Vice President and Chief Operating Officer | 2024 | 700,000 | — | 3,825,153 | — | 516,250 | — | 20,825 | 5,062,228 | | Michael J. Salvino Former Chairman, President and Chief Executive Officer | 2024 | 1,350,000 | — | 16,575,400 | — | 1,593,000 | — | 302,984 | 19,821,384 | | | 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 | | Kenneth P. Sharp Former Executive Vice President and Chief Financial Officer | 2024 | 362,500 | — | — | — | — | — | 1,632,048 | 1,994,548 | | | 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 |

  146. Summary Compensation Table

    1.The amounts shown in Column (c) reflect salary paid from hire date in fiscal 2024 for Messrs. Fernandez (December 18, 2023), Del Bene (June 15, 2023) and Boville (September 1, 2023), and salary paid until separation of service date for Mr. Sharp (September 15, 2023).

  147. Summary Compensation Table

    | 74 | 2024 Proxy Statement |

  148. Summary Compensation Table

    | Table of Contents | Executive Compensation |

  149. Summary Compensation Table

    2.The fiscal 2024 amount shown in Column (d) for Mr. Fernandez reflects the one-time retention bonus paid as part of his initial employment as Interim President and Chief Executive Officer, and for Messrs. Del Bene and Boville reflect the make-whole, one-time cash sign-on bonuses paid as part of their respective employment offer letters. 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. Mr. Sharp did not receive any fiscal 2024 grants and left the Company on September 15, 2023. 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 16 to the Company’s consolidated financial statements set forth in the Company’s 2024 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 2024 stock awards (including service-vesting RSUs and CEO monthly RSUs, and assuming that PSUs were to have a payout at the maximum of 200% of target) are as follows:

  150. Summary Compensation Table

    | | Fiscal 2024 Stock Awards at Maximum Value ($) | | Raul J. Fernandez | 12,906,001 | | Robert Del Bene | 6,810,339 | | Howard Boville | 13,333,566 | | Christopher Drumgoole | 6,253,150 | | James M. Brady | 6,253,150 | | Michael J. Salvino | 28,674,904 | | Kenneth P. Sharp | — |

  151. 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. Mr. Fernandez did not participate in the fiscal 2024 annual cash incentive plan, and Mr. Sharp forfeited the entirety of his fiscal 2024 annual cash incentive opportunity upon leaving the Company on September 15, 2023. The amounts earned for Messrs. Del Bene and Boville are prorated based on their respective hire dates in fiscal 2024. See “Compensation Discussion and Analysis — Components of Our Compensation Program — Annual Cash Incentive Plan” for additional details 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 2024, DXC offered the following perquisites and other personal benefits, or property to NEOs, except as otherwise indicated: personal use of DXC aircraft, medical screening, financial planning, executive concierge life insurance premiums, executive security protection, and severance benefits. 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, and the amount of matching contributions to the defined contribution plan and life insurance premiums paid for each NEO in fiscal 2024, are shown in the table below.

  152. Summary Compensation Table

    | | 75 |

  153. Summary Compensation Table

    | Executive Compensation | Table of Contents |

  154. Summary Compensation Table

    | | Personal Use of Corporate Aircraft(a) ($) | 401(k) Plan Matching Contribution(b) ($) | Basic Life Insurance Premiums ($) | Executive Concierge Life Insurance Premiums(c) | Severance Benefits ($)(d) | | Raul J. Fernandez | 75,066 | — | 630 | 26,573 | — | | Robert Del Bene | — | 2,566 | 1,367 | — | — | | Howard Boville | — | 9,346 | 748 | — | — | | Christopher Drumgoole | — | 9,900 | 1,694 | — | — | | James M. Brady | — | 9,900 | 1,672 | — | — | | Michael J. Salvino | 266,586 | 9,900 | 2,420 | — | — | | Kenneth P. Sharp | — | — | 798 | — | 1,631,250 |

  155. 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. The table reflects the incremental cost of Mr. Salvino’s and Mr. Fernandez’s use of DXC aircraft and is based on the variable costs to DXC, including fuel costs, insurance 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. Mr. Salvino and Mr. Fernandez only received access to this perquisite while separately serving as the Company’s CEO in fiscal 2024. 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. c.Reflects the amount covered by the Company for concierge life insurance premiums on behalf of Mr. Fernandez, in accordance with the terms of his Employment Agreement. d.Reflects the lump sum cash severance paid of fiscal 2024 base salary plus target annual bonus upon Mr. Sharp’s termination without Cause on September 15, 2023, in accordance with the terms of his employment offer letter.

  156. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about annual cash incentive awards, RSUs and PSUs granted to the NEOs in fiscal 2024, which ended March 31, 2024.

  157. 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) | | | | | | Raul J. Fernandez | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | — | — | — | — | — | — | — | — | — | — | | RSUs – CEO Performance(2) | 31-Mar-24 | 31-Mar-24 | — | — | — | 53,333 | 106,666 | 266,665 | — | — | — | 3,131,714 | | RSUs – CEO Monthly(3) | 29-Dec-23 | 21-Dec-23 | — | — | — | — | — | — | 29,044 | — | — | 664,236 |

  158. Grants of Plan-Based Awards

    | 76 | 2024 Proxy Statement |

  159. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation |

  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) | | | | | | Raul J. Fernandez | | | | | | | | | | | | | | RSUs – CEO Monthly(3) | 31-Jan-24 | 21-Dec-23 | — | — | — | — | — | — | 67,469 | — | — | 1,470,824 | | RSUs – CEO Monthly(3) | 29-Feb-24 | 21-Dec-23 | — | — | — | — | — | — | 67,284 | — | — | 1,470,828 | | RSUs – CEO Monthly(3) | 28-Mar-24 | 21-Dec-23 | — | — | — | — | — | — | 69,346 | — | — | 1,470,829 | | Robert Del Bene | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 360,272 | 720,543 | 1,441,086 | — | — | — | — | — | — | — | | RSUs – Performance(4) | 17-Jul-23 | 9-May-23 | — | — | — | 32,302 | 64,604 | 129,208 | — | — | — | 2,124,826 | | RSUs – Time-Based(3) | 17-Jul-23 | 9-May-23 | — | — | — | — | — | — | 43,069 | — | — | 1,204,209 | | RSUs – Inducement(3) | 17-Jul-23 | 9-May-23 | — | — | — | — | — | — | 48,515 | — | — | 1,356,479 | | Howard Boville | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 392,828 | 785,656 | 1,571,312 | — | — | — | — | — | — | — | | RSUs – Performance(4) | 16-Oct-23 | 29-Jul-23 | — | — | — | 108,450 | 216,900 | 433,800 | — | — | — | 5,058,109 | | RSUs – Time-Based(3) | 16-Oct-23 | 29-Jul-23 | — | — | — | — | — | — | 144,600 | — | — | 3,217,350 | | Christopher Drumgoole | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | — | — | | RSUs – Performance(4) | 23-May-23 | 8-May-23 | — | — | — | 42,597 | 85,193 | 170,386 | — | — | — | 2,427,996 | | RSUs – Time-Based(3) | 23-May-23 | 8-May-23 | — | — | — | — | — | — | 56,795 | — | — | 1,397,157 |

  161. Grants of Plan-Based Awards

    | | 77 |

  162. Grants of Plan-Based Awards

    | Executive Compensation | Table of Contents |

  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) | | | | | | James M. Brady | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | — | — | | RSUs – Performance(4) | 23-May-23 | 8-May-23 | — | — | — | 42,597 | 85,193 | 170,386 | — | — | — | 2,427,996 | | RSUs – Time-Based(3) | 23-May-23 | 8-May-23 | — | — | — | — | — | — | 56,795 | — | — | 1,397,157 | | Michael J. Salvino | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 1,350,000 | 2,700,000 | 5,400,000 | — | — | — | — | — | — | — | | RSUs – Performance(4) | 23-May-23 | 9-May-23 | — | — | — | 212,272 | 424,544 | 849,088 | — | — | — | 12,099,504 | | RSUs – Time-Based(3) | 23-May-23 | 9-May-23 | — | — | — | — | — | — | 181,947 | — | — | 4,475,896 | | Kenneth P. Sharp(5) | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 453,125 | 906,250 | 1,812,500 | — | — | — | — | — | — | — |

  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 2024. Amounts are prorated based on hire date in fiscal 2024 for Mr. Del Bene (June 15, 2023) and Mr. Boville (September 1, 2023). Mr. Fernandez was not eligible for the fiscal 2024 annual cash incentive plan and Mr. Sharp forfeited the entirety of his fiscal 2024 annual cash incentive opportunity upon leaving the Company on September 15, 2023. Actual amounts earned for fiscal 2024 under the annual cash incentive plan are set forth in column (g) of the Summary Compensation Table. 2.Mr. Fernandez’s fiscal 2024 annual CEO PSU award earns and vests based 100% on stock price target hurdles, as measured over a two-year performance period. The number of PSUs that may vest ranges from 50% (threshold) to 250% (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 second 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 2026. Vesting based on performance is generally subject to Mr. Fernandez’s continued employment through the end of the second fiscal year. 3.Time-based RSUs, including Inducement RSUs, do not have a threshold or maximum. CEO Monthly RSUs also 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. The CEO Monthly RSUs are fully vested on the grant date, with settlement in full to be made on the one-year anniversary of the grant date. Mr. Del Bene’s fiscal 2024 annual RSU grant is prorated based on hire date in fiscal 2024 (June 15, 2023). 4.The fiscal 2024 PSUs are earned and vest based 50% on cumulative Free Cash Flow performance and 50% on relative Total Shareholder Return 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 2026. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. Mr. Del Bene’s fiscal 2024 annual PSU grant is prorated based on hire date in fiscal 2024 (June 15, 2023). 5.Mr. Sharp did not receive any fiscal 2024 equity grants and left the Company on September 15, 2023.

  165. Grants of Plan-Based Awards

    | 78 | 2024 Proxy Statement |

  166. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation |

  167. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    Outstanding Equity Awards at Fiscal Year-End March 31, 2024 The following table provides information on unvested RSUs and PSUs, and outstanding CEO Monthly RSUs previously granted and held by the NEOs on March 31, 2024. Mr. Sharp is excluded from the table as he left the Company on September 15, 2023, forfeiting all his outstanding equity.

  168. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    | | | Stock Awards | | | | | Name (a) | Grant Date | 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) | | Raul J. Fernandez | 12/29/2023 | 29,0442 | 616,023 | — | — | | | 1/31/2024 | 67,4692 | 1,431,017 | — | — | | | 2/29/2024 | 67,2842 | 1,427,094 | — | — | | | 3/28/2024 | 69,3462 | 1,470,829 | — | — | | | 3/31/2024 | — | — | 53,3333 | 1,131,193 | | Robert Del Bene | 7/17/2023 | 43,0694 | 913,493 | 129,2085 | 2,740,502 | | | 7/17/2023 | 48,5156 | 1,029,003 | — | — | | Howard Boville | 10/16/2023 | 144,6004 | 3,066,966 | 433,8005 | 9,200,898 | | Christopher Drumgoole | 6/1/2021 | 7,3284 | 155,427 | 41,3327 | 876,652 | | | 5/31/2022 | 15,1214 | 320,716 | 68,0508 | 1,443,341 | | | 5/23/2023 | 56,7954 | 1,204,622 | 170,3865 | 3,613,887 | | James M. Brady | 6/1/2021 | 6,2814 | 133,220 | 35,4277 | 751,407 | | | 5/31/2022 | 13,5014 | 286,356 | 60,7588 | 1,288,677 | | | 3/31/2023 | 36,6839 | 778,046 | — | — | | | 5/23/2023 | 56,7954 | 1,204,622 | 170,3865 | 3,613,887 | | Michael J. Salvino | 6/1/2021 | 39,8864 | 845,982 | 524,9137 | 11,133,405 | | | 5/31/2022 | 82,3074 | 1,745,731 | 576,1508 | 12,220,142 | | | 5/23/2023 | 181,9474 | 3,859,096 | 849,0885 | 18,009,156 |

  169. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    1.The market value of service-vesting and CEO Monthly RSUs shown in column (g) and PSUs shown in Column (i) are based on the $21.21 closing market price of DXC common stock on March 28, 2024 (the last trading day of fiscal 2024). 2.Represents the outstanding fiscal 2024 CEO Monthly RSUs. CEO Monthly RSUs are fully vested on the grant date, with settlement in full to be made on the one-year anniversary of the grant date. 3.Represents the threshold number of fiscal 2024 CEO PSUs (50% of target) for Mr. Fernandez that are subject to performance-based vesting until the end of fiscal 2026. Fiscal 2024 CEO PSUs are earned and vest based on achievement of stock price target hurdles, as measured over a two-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 2026. Vesting based on performance is generally subject to Mr. Fernandez’s continued employment through the end of the second fiscal year. 4.Represents the remaining unvested portions of the regular-cycle fiscal 2022, 2023, and 2024 RSUs. Regular-cycle RSUs vest in three equal tranches on the first three anniversaries of the grant date. 5.Represents the maximum number of regular-cycle fiscal 2024 PSUs (200% of target) that are subject to performance-based vesting until the end of fiscal 2026. Regular-cycle fiscal 2024 PSUs are earned and vest based 50% on cumulative Free Cash Flow performance and 50% on relative Total Shareholder Return 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 2026. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year.

  170. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    | | 79 |

  171. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    | Executive Compensation | Table of Contents |

  172. Outstanding Equity Awards at Fiscal Year-End March 31, 2024

    6.Represents the unvested fiscal 2024 new hire inducement RSU grant for Mr. Del Bene. New hire inducement RSU grants vest in three equal tranches on the first three anniversaries of the grant date. 7.Represents the number of regular-cycle fiscal 2022 PSUs actually earned based on performance through the end of fiscal 2024. Regular-cycle fiscal 2022 PSUs were earned based on achievement of above-target stock price hurdles results, as measured on a rolling three-month average stock price basis throughout the three-year performance period ending March 31, 2024, resulting in the vesting of 188% of target granted shares on May 23, 2024, subsequent to final review and determination by the Compensation Committee after the end of fiscal 2024. 8.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 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. 9.Represents the remaining unvested portions of the fiscal 2023 retention RSU grant for Mr. Brady, which vests in two equal tranches on the second and third anniversaries of the grant date.

  173. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on RSUs and PSUs previously granted to the NEOs that vested and were acquired during fiscal 2024, which ended March 31, 2024. No NEO was previously granted stock options.

  174. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Raul J. Fernandez | — | — | | Robert Del Bene | — | — | | Howard Boville | — | — | | Christopher Drumgoole | 105,739 | 2,666,944 | | James M. Brady | 94,842 | 2,360,827 | | Michael J. Salvino | 904,086 | 22,648,723 | | Kenneth P. Sharp | 67,560 | 1,687,509 |

  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

    | 80 | 2024 Proxy Statement |

  177. Option Exercises and Stock Vested

    | Table of Contents | Executive Compensation |

  178. Pension Benefits

    Pension Benefits Our NEOs did not participate in any qualified or nonqualified defined-benefit pension plan during fiscal 2024.

  179. Fiscal 2024 Nonqualified Deferred Compensation

    Fiscal 2024 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, 2024, were as follows: SSgA Money Market Fund, 5.28%; BlackRock Core Bond Fund, 2.18%; Mellon S&P 500 Index Fund, 29.9%; and SSgA Target Retirement Income Fund, 8.38%. Participants elect when they wish to receive distributions of their Deferred Compensation Plan account balances upon termination of employment, death, disability, Change of 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 2024 and the aggregate account balance as of March 31, 2024. No NEO made contributions under the Deferred Compensation Plan during fiscal 2024. Mr. Sharp is the only NEO with an account balance to begin fiscal 2024, due to his prior deferral of compensation in the Deferred Compensation Plan during fiscal 2022. In compliance with Section 409A of the Internal Revenue Code regarding specified employees, Mr. Sharp’s entire balance was distributed on March 15, 2024, the six-month anniversary of his termination of employment date of September 15, 2023. There were no Company contributions to the Deferred Compensation Plan on behalf of any NEOs for fiscal 2024.

  180. Fiscal 2024 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) | | Raul J. Fernandez | — | — | — | — | | Robert Del Bene | — | — | — | — | | Howard Boville | — | — | — | — | | Christopher Drumgoole | — | — | — | — | | James M. Brady | — | — | — | — | | Michael J. Salvino | — | — | — | — | | Kenneth P. Sharp | — | 7,295 | 51,045 | — |

  181. Fiscal 2024 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.

  182. Fiscal 2024 Nonqualified Deferred Compensation

    | | 81 |

  183. Fiscal 2024 Nonqualified Deferred Compensation

    | Executive Compensation | Table of Contents |

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

    Potential Payments Upon Change of 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. Fernandez and Mr. Salvino, these post-employment benefits are limited to the payments and benefits provided under the Severance Plan, or individual offer letters and the terms of our equity award agreements. In addition, Mr. Salvino was entitled to certain post-employment benefits under his employment agreement which were triggered by his termination without Cause. Mr. Fernandez did not participate in the Severance Plan and was not entitled to post-employment benefits under the arrangements established at the time of his initial employment as Interim President and CEO, which was effective through March 31, 2024 (the last day of fiscal 2024). However, Mr. Fernandez is entitled to certain post-employment benefits under his Employment Agreement as full-time President and CEO, which is effective as of April 1, 2024 (the first day of fiscal 2025). Please refer to the “Vesting of Equity Awards” and “Employment Agreement with Mr. Fernandez” sections below for further details. The post-employment arrangements offered to our NEOs during fiscal 2024 are described below. This description and the amounts in the tables that follow reflect the terms of arrangements in effect on March 31, 2024.

  185. Vesting of Equity Awards

    Vesting of Equity Awards This section includes vesting of equity award terms pursuant to Mr. Fernandez’s Employment Agreement, effective 4/1/2024 (the first day of fiscal 2025). Upon an NEO’s qualifying termination of employment within two years following a Change of Control (as defined above), RSUs and PSUs granted by DXC provide for accelerated vesting at the greater of target or actual performance achieved as of the Change of Control. In general, a qualifying termination of employment includes termination of the executive’s employment without Cause at a time when the employee is meeting performance expectations (or, for Messrs. Fernandez and Salvino, pursuant to the terms of their employment agreements, a termination without Cause or termination for Good Reason), or termination due to death, disability, or retirement (for outstanding fiscal 2022 equity awards, executive qualifies for retirement if separation from service occurs on or after age 62 with at least 10 years of service; for fiscal 2023 equity awards or later, executive qualifies for retirement if separation from service occurs on or after age 55 with at least 5 years of service, with the exceptions of Mr. Fernandez who, pursuant to the terms of his Employment Agreement, qualifies for retirement if age 55 with at least 5 years of service from his election date to the Board, and Mr. Boville who, pursuant to the terms of his individual offer letter, qualifies for retirement if age 55 with at least 3 years of service). For terminations unrelated to a Change of Control, with the exception of Mr. Fernandez, all DXC annual RSU awards provide for pro-rata accelerated vesting (unless the Compensation Committee determines otherwise) upon retirement (as defined above), other than for Cause (as defined above), and, in the case of PSUs, provided at least one year has elapsed during the performance period, then a pro-rata fraction of the award will vest after the performance period based on actual achievement. For Mr. Fernandez, for terminations unrelated to a Change of Control upon retirement, all DXC annual RSU awards with a grant date at least 12 months prior to the retirement date will remain outstanding and continue to vest according to the award agreement’s vest schedule, and, in the case of PSUs, provided at least one year has elapsed during the performance period, then the award’s target amount of shares will remain outstanding and vest after the performance period based on actual achievement. No NEO was eligible to retire under the definitions stated above, as of March 31, 2024, the last day of fiscal 2024. In addition, all annual equity awards provide for accelerated vesting upon an executive’s termination of employment due to death or permanent disability, with vesting of annual-cycle PSUs occurring with respect to only a pro-rata fraction of the target amount (based on the executive’s service during the applicable performance period), as opposed to the full target amount. Mr. Fernandez is entitled to accelerated vesting of equity awards in certain additional circumstances as described in “Employment Agreement with Mr. Fernandez,” below. Mr. Salvino was entitled to accelerated vesting of equity awards in certain additional circumstances as described in “Separation Agreement with Mr. Salvino,” below. Mr. Boville, pursuant to the terms of his individual offer letter, is entitled to pro-rata accelerated vesting of all DXC RSU awards, and, in the case of PSUs, a pro-rata fraction of the target award (based on service during the applicable performance period) will vest after the performance period based on actual achievement, upon a termination by DXC without Cause or a resignation from DXC for Good Reason (as each term is defined above). Upon a termination of employment not in connection with a Change of Control for any reason other than those set forth in this paragraph, all annual equity awards will be forfeited.

  186. Vesting of Equity Awards

    | 84 | 2024 Proxy Statement |

  187. Vesting of Equity Awards

    | Table of Contents | Executive Compensation |

  188. Potential Payments Upon Change of Control and Termination of Employment

    Potential Payments Upon Change of 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 of Control. For this purpose, the Change of Control is assumed to occur on March 31, 2024.

  189. Potential Payments Upon Change of Control and Termination of Employment

    | | Cash-based Payments | | Equity-based Payments(1) | | Total Payments(7) | | | Cash Severance(3) ($) | Misc. Benefits Continuation (COBRA)(4) ($) | Performance- Vesting RSUs(5) ($) | Service-Vesting RSUs(6) ($) | (Cash + Equity) ($) | | Raul J. Fernandez(2) | — | — | — | — | — | | Robert Del Bene | 4,168,750 | 22,659 | 1,370,251 | 1,942,497 | 7,504,157 | | Howard Boville | 6,050,000 | 72,059 | 4,600,449 | 3,066,966 | 13,789,474 | | Christopher Drumgoole | 4,025,000 | 70,076 | 3,405,266 | 1,680,765 | 9,181,107 | | James M. Brady | 4,025,000 | 59,302 | 3,202,689 | 2,402,245 | 9,689,236 | | Michael J. Salvino | 13,743,000 | 1,000,000 | 26,248,054 | 6,450,809 | 47,441,863 |

  190. Potential Payments Upon Change of Control and Termination of Employment

    1.DXC closing stock price of $21.21 on March 28, 2024 (last trading day of fiscal 2024) was used for equity values. 2.Mr. Fernandez was not entitled to any Change of Control termination of employment cash-based payments under the arrangements established at the time of his initial employment as Interim President and CEO, which was effective through March 31, 2024, nor would any of Mr. Fernandez’s outstanding equity vest due to a Change of Control termination of employment on March 31, 2024. 3.Cash severance for Messrs. Del Bene, Boville, Drumgoole and Brady was calculated using two times (the fiscal year end 2024 base salary plus the fiscal 2024 target bonus), plus the pro rata fiscal 2024 target annual cash bonus. Cash severance for Mr. Salvino was calculated using three times (the fiscal year end 2024 base salary plus the fiscal 2024 target bonus), plus the pro rata fiscal 2024 annual bonus paid. 4.24 months of COBRA (i.e., health care continuation) benefits were used for Messrs. Del Bene, Boville, Drumgoole and Brady. The payment to Mr. Salvino is in lieu of lifetime participation in our group health plan. 5.Unvested fiscal 2022, 2023 and 2024 PSUs were assumed to vest at the greater of target or actual performance achieved as of the date of the Change of Control. For fiscal 2022 PSUs, actual performance achieved as of the assumed Change of Control date of March 31, 2024 would have resulted in 188% vesting of the awards. For fiscal 2023 PSUs, actual performance achieved as of the assumed Change of Control date of March 31, 2024 would have resulted in 100% vesting of the awards. Fiscal 2024 PSUs are reflected as vesting at target (100%), as actual performance achieved as of the assumed Change of Control date of March 31, 2024 would have resulted in 50% vesting of the awards. 6.Unvested time-vesting restricted stock units (RSUs) were assumed to vest upon a Change of Control. 7.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.

  191. Potential Payments Upon Change of Control and Termination of Employment

    | | 87 |

  192. Potential Payments Upon Change of Control and Termination of Employment

    | Executive Compensation | Table of Contents |

  193. Potential Payments Upon Non-Change of Control Termination of Employment

    Potential Payments Upon Non-Change of 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 of Control.

  194. Potential Payments Upon Non-Change of Control Termination of Employment

    | | | Cash Severance Benefit(2) ($) | Benefits Continuation(3) ($) | Performance- Vesting RSUs(4) ($) | Service- Vesting RSUs(4) ($) | Total Payments ($) | | Raul J. Fernandez(1) | Termination without Cause/for Good Reason | — | — | — | — | — | | | Death/Disability | — | — | — | — | — | | Robert Del Bene | Termination without Cause/for Good Reason | 1,631,250 | 11,329 | — | — | 1,642,579 | | | Death/Disability | — | — | 342,563(7) | 1,942,497(7) | 2,285,060 | | Howard Boville | Termination without Cause/for Good Reason | 2,350,000 | 36,030 | —(5) | 425,968(5) | 2,811,998 | | | Death/Disability | — | — | 766,742(7) | 3,066,966(7) | 3,833,708 | | Christopher Drumgoole | Termination without Cause/for Good Reason | 1,575,000 | 35,038 | — | — | 1,610,038 | | | Death/Disability | — | — | 1,466,538(7) | 1,680,765(7) | 3,147,303 | | James M. Brady | Termination without Cause/for Good Reason | 1,575,000 | 29,651 | — | — | 1,604,651 | | | Death/Disability | — | — | 1,352,361(7) | 2,402,245(7) | 3,754,606 | | Michael J. Salvino | Termination without Cause/for Good Reason | 9,693,000 | 1,000,000 | —(6) | 2,504,337(6) | 13,197,337 | | | Death/Disability | 1,593,000 | — | 12,412,577(7) | 6,450,809(7) | 20,456,386 |

  195. Potential Payments Upon Non-Change of Control Termination of Employment

    1.Mr. Fernandez was not entitled to any non-Change of Control termination of employment cash-based payments under the arrangements established at the time of his initial employment as Interim President and CEO, which was effective through March 31, 2024, nor would any of Mr. Fernandez’s outstanding equity vest due to a non-Change of Control termination of employment on March 31, 2024. 2.Messrs. Del Bene, Boville, Drumgoole and Brady are each entitled to base salary plus target annual bonus, payable in a lump sum. 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. 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 2024 annual bonus paid is used as the pro rata bonuses described above. 3.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. 4.DXC closing stock price of $21.21 on March 28, 2024 (last trading day of fiscal 2024) was used for equity values. 5.For Mr. Boville, upon a termination without Cause or for Good Reason, a pro rata portion (based on his service during the performance period) of regular-cycle PSUs 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, 2024, the potential total value would be $383,371, which includes 50% of the fiscal 2024 PSUs based on performance. In addition, a pro rata portion of Mr. Boville's regular-cycle time-based RSUs vest based on service during the vesting period. 6.For Mr. Salvino, upon a termination without Cause or for Good Reason, a pro rata portion (based on his service during the performance period) of regular-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. As described above, Mr. Salvino’s employment terminated upon the close of business on March 31, 2024. While Mr. Salvino remains entitled to vest into a pro-rata portion of his regular-cycle PSUs at the end of the performance period, 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, 2024, the potential total value would be $16,707,547, which includes 188% payout of the fiscal 2022 PSUs based on performance, 100% payout of the fiscal 2023 PSUs based on performance, and 50% payout of the fiscal 2024 PSUs based on

  196. Potential Payments Upon Non-Change of Control Termination of Employment

    | 88 | 2024 Proxy Statement |

  197. Potential Payments Upon Non-Change of Control Termination of Employment

    | Table of Contents | Executive Compensation |

  198. Potential Payments Upon Non-Change of Control Termination of Employment

    performance. In addition, a pro rata portion of Mr. Salvino's regular-cycle time-based RSUs vested upon his termination based on service during the vesting period. 7.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).

  199. Fiscal 2024 CEO Pay Ratio

    Fiscal 2024 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. Fernandez, to our median employee’s annual total compensation. 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, 2024, 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 2023 calendar year; •Annualized salaries for full-time and part-time permanent employees that were not employed for the full calendar year of 2023 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 2024, 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 based on the World Bank’s 2023 PPP ratio, or Purchasing Power Parity, for all countries outside of the United States; and •As permitted by the de minimis exemption under the rules, we excluded 6,357 employees in Germany (2,414), Denmark (587), New Zealand (525), Belgium (401), Switzerland (363), Ireland (333), Sweden (256), Taiwan (243), Austria (231), Saudi Arabia (228), Hong Kong (211), Norway (160), Luxembourg (112), Lithuania (81), Republic of Korea (69), Finland (65), Peru (38), Fiji (15), Qatar (15), Morocco (5), Israel (3), Georgia (1), and Kazakhstan (1) who, as a group, represented approximately 5% of our total employee population of nearly 125,600 on January 1, 2024. As a result of these exclusions, the employee population used to identify our median employee consisted of approximately 119,250 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 2024 Summary Compensation Table. Our median employee, determined using cost-of-living adjustments, resides in India. The annual total compensation of the median employee was $43,033. The total compensation of Mr. Fernandez, our CEO, was $9,666,663, 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 225:1. Without the application of cost-of-living adjustments, the median employee resides in the Philippines. The annual total compensation of the median employee was $26,553, resulting in a ratio of 364:1.

  200. Fiscal 2024 CEO Pay Ratio

    | | 89 |

  201. Fiscal 2024 CEO Pay Ratio

    | Executive Compensation | Table of Contents |

  202. Pay versus Performance Disclosure

    Pay versus Performance Disclosure This 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 2024 Proxy Statement.

  203. Pay versus Performance Disclosure

    | Fiscal Year | Summary Compensation Total for PEO - Mr. Fernandez(1) ($) | Summary Compensation Total for PEO - Mr. Salvino(1) ($) | Compensation Actually Paid to PEO - Mr. Fernandez(1)(2)(3) ($) | Compensation Actually Paid to PEO - Mr. Salvino(1)(2)(3) ($) | 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 ($) | Peer Group TSR(4) ($) | | | | 2024 | 9,666,663 | 19,821,384 | 9,666,663 | 7,948,091 | 5,697,213 | 3,508,102 | 162.53 | 198.64 | 86 | 756 | | 2023 | — | 20,317,972 | — | (1,015,552) | 4,204,094 | 1,442,117 | 195.86 | 187.37 | (566) | 737 | | 2022 | — | 28,716,680 | — | 30,679,306 | 4,832,088 | 5,153,180 | 250.04 | 197.48 | 736 | 743 | | 2021 | — | 21,733,120 | — | 44,697,450 | 5,146,324 | 6,300,328 | 239.54 | 192.68 | (146) | (652) |

  204. Pay versus Performance Disclosure

    1.Mr. Salvino was the Company’s only PEO for fiscal 2021 through fiscal 2023. Both Mr. Salvino and Mr. Fernandez separately served as PEOs during fiscal 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  205. Pay versus Performance Disclosure

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Kenneth P. Sharp | Kenneth P. Sharp | Kenneth P. Sharp | Robert Del Bene | | Mary E. Finch | Mary E. Finch | Mary E. Finch | Howard Boville | | Vinod Bagal | William L. Deckelman Jr. | Christopher Drumgoole | Christopher Drumgoole | | William L. Deckelman Jr. | Vinod Bagal | William L. Deckelman Jr. | James M. Brady | | Paul N. Saleh | | | Kenneth P. Sharp | | Neil Manna | | | |

  206. 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.

  207. Pay versus Performance Disclosure

    | 90 | 2024 Proxy Statement |

  208. Pay versus Performance Disclosure

    | Table of Contents | Executive Compensation |

  209. 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.

  210. Pay versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for Mr. Fernandez ($) | Exclusion of Stock Awards for Mr. Fernandez ($) | Total - Inclusion of Equity Values for Mr. Fernandez ($) | Compensation Actually Paid to Mr. Fernandez ($) | | 2024 | 9,666,663 | 8,208,431 | 8,208,431 | 9,666,663 | | 2023 | — | — | — | — | | 2022 | — | — | — | — | | 2021 | — | — | — | — |

  211. 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 ($) | Compensation Actually Paid to Mr. Salvino ($) | | 2024 | 19,821,384 | 16,575,400 | 4,702,107 | 7,948,091 | | 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 |

  212. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,697,213 | 4,122,256 | 1,933,145 | 3,508,102 | | 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 |

  213. Pay versus Performance Disclosure

    | | 91 |

  214. Pay versus Performance Disclosure

    | Executive Compensation | Table of Contents |

  215. 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:

  216. 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. Fernandez ($) | Change in Fair Value of Prior Awards that Remained Unvested at Year End for Mr. Fernandez ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Fernandez ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Mr. Fernandez ($) | Value of Dividends Paid on Stock Awards Not Otherwise Included for Mr. Fernandez ($) | Total - Inclusion of Equity Values for Mr. Fernandez ($) | | 2024 | 3,131,714 | — | 5,076,717 | — | — | 8,208,431 | | 2023 | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — |

  217. 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 ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | | 2024 | 11,974,254 | (6,812,432) | — | (459,715) | — | 4,702,107 | | 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 |

  218. Pay versus Performance Disclosure

    | 92 | 2024 Proxy Statement |

  219. Pay versus Performance Disclosure

    | Table of Contents | Executive Compensation |

  220. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,211,318 | (1,254,897) | — | (23,276) | — | 1,933,145 | | 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 |

  221. Pay versus Performance Disclosure

    4.Peer Group Total Shareholder Return is calculated based on the S&P 600 Information 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, 2024. 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 600 Information Technology Index, respectively. Further, in fiscal 2024, DXC changed to the peer group of the S&P 600 Information Technology Index, replacing the prior peer group of the S&P North American Technology Index, as the Company concluded that the peer companies in the S&P 600 Information Technology Index are closer competitors and of a more similar size with DXC. Using the same calculation methodology noted above, the TSR for the S&P North American Technology Index for the noted years are as follows: fiscal 2024: $252.51; fiscal 2023: $165.07; fiscal 2022: $187.01, and fiscal 2021: $172.02. 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 2024. 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 A: Non-GAAP Financial Measures.”

  222. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2024

    Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2024 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 2024 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.

  223. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2024

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

  224. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2024

    | | 93 |

  225. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2024

    | Executive Compensation | Table of Contents |