DEF 14A of DXC Technology Co, Jun 5, 2025

DEF 14A of DXC Technology Co

Filed Jun 5, 2025 · FY20250001688568-25-000054

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  1. Table of Contents

    | PROXY SUMMARY | 1 | | PROPOSALS | 4 | | Proposal 1: Election of Directors | 4 | | Vote Required | 4 | | Director Nomination Process | 4 | | 2025 Director Nominees | 5 | | Board Skills Matrix | 6 | | Board Composition and Refreshment | 6 | | 2025 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, 2026 | 18 | | Proposal 3: Non-Binding Advisory Vote to Approve Our Named Executive Officer Compensation | 20 | | CORPORATE GOVERNANCE | 21 | | The Board | 21 | | Corporate Governance Guidelines | 21 | | Board Leadership Structure | 21 | | Separation of CEO and Board Chairman Positions | 21 | | Independent Board Chairman Duties & Responsibilities | 22 | | Director Independence | 23 | | Limits on Director Service on other Public Company Boards | 23 | | Director Attendance | 23 | | Stockholder Engagement | 24 | | Risk Oversight | 24 | | Cybersecurity Risk | 25 | | AI Risk Management | 25 | | Compensation and Risk | 26 | | Insider Trading Policies and Procedures | 26 | | Non-Employee Director Equity Ownership Guidelines | 26 | | Talent Management and Executive Succession Planning | 26 | | 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 | | Nominating/Corporate Governance Committee | 30 | | Environmental, Social and Corporate Governance | 31 | | Political Contributions and Lobbying | 34 |

  2. Table of Contents

    | AUDIT COMMITTEE REPORT | 35 | | DIRECTOR COMPENSATION | 36 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 | | Security Ownership | 39 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 42 | | Related Party Transaction Policy | 42 | | Fiscal 2025 Related Party Transactions | 42 | | EXECUTIVE COMPENSATION | 43 | | DXC Letter from the Compensation Committee | 43 | | Compensation Discussion and Analysis | 45 | | Executive Summary | 46 | | 2024 Say-on-Pay Vote and Stockholder Engagement | 51 | | Compensation Philosophy and Objectives | 53 | | Compensation Determination Process | 54 | | Components of Our Compensation Program | 57 | | Additional Compensation Policies and Practices | 71 | | EXECUTIVE COMPENSATION TABLES | 74 | | Summary Compensation Table | 74 | | Grants of Plan-Based Awards | 77 | | Outstanding Equity Awards at Fiscal Year-End March 31, 2025 | 79 | | Option Exercises and Stock Vested | 80 | | Pension Benefits | 80 | | Fiscal 2025 Nonqualified Deferred Compensation | 80 | | Potential Payments Upon Change of Control and Termination of Employment | 81 | | Fiscal 2025 CEO Pay Ratio | 87 | | Pay versus Performance Disclosure | 88 | | ABOUT THE ANNUAL MEETING | 94 | | Questions and Answers about the Annual Meeting and Voting | 94 | | ADDITIONAL INFORMATION | 101 | | Business for 2026 Annual Meeting | 101 | | Cautionary Statement Regarding Forward-Looking Statements | 102 | | APPENDIX —NON-GAAP FINANCIAL MEASURES | 104 |

  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 | 69 | 2020 | l | Former SVP and Chief Information and Global Business Services Officer of UPS | — | | Raul J. Fernandez President and CEO | 58 | 2020 | | President and Chief Executive Officer of DXC Technology | — | | Anthony Gonzalez | 40 | 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 | 65 | 2017 | l | Former CFO and EVP of AIG | 1** | | Pinkie D. Mayfield | 57 | 2023 | l | Former Chief Communications Officer and Vice President of Corporate Affairs of Graham Holdings Company | — | | Karl Racine | 62 | 2023 | l | Former Attorney General of the District of Columbia, current Partner at Hogan Lovells and former member of SHF Holdings board | — | | Dawn Rogers | 60 | 2021 | l | Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer | — | | Carrie Teffner | 58 | 2022 | l | Former Interim Executive Chair of the Board of the Ascena Retail Group and former CFO of Crocs and current member of Amer Sports board | 1 | | Akihiko Washington | 66 | 2021 | l | Former EVP of Worldwide Human Resources for Warner Bros. Entertainment | — | | Robert F. Woods | 70 | 2017 | l | Former SVP of Finance and CFO at SunGard Data Systems Inc. | — |

  5. Our Director Nominees

    *As of June 5, 2025 ** Mr. Herzog has been nominated to stand for election at the 2025 annual meeting of stockholders of Aegon Ltd. (Aegon) to be held on June 12, 2025. Therefore, if elected, as of the conclusion of Aegon’s 2025 annual meeting of stockholders, Mr. Herzog will serve on the board of one public company other than DXC.

  6. Our Director Nominees

    | 2 | 2025 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, 2026 |

  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, 2026. 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, 2025 (fiscal 2025). 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

    | | 3 |

  13. Proposals

    Proposals

  14. 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 2026 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.

  15. 2025 Director Nominees

    2025 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.

  16. 2025 Director Nominees

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  17. 2025 Director Nominees

    | Proposals | Table of Contents |

  18. 2025 Director Nominees Biographies

    2025 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.

  19. 2025 Director Nominees Biographies

    | | DAVID A. BARNES Age: 69 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; Solace Corporation, a software company, from June 2016 to December 2023, where he served on the Audit Committee; and Syniti, a software and services company, from 2017 to December 2024, where he served 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 and regulatory requirements. He 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 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. | | | |

  20. 2025 Director Nominees Biographies

    | 8 | 2025 Proxy Statement |

  21. 2025 Director Nominees Biographies

    | Table of Contents | Proposals |

  22. 2025 Director Nominees Biographies

    | | RAUL J. FERNANDEZ Age: 58 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 has 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 deep 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. | | |

  23. 2025 Director Nominees Biographies

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  24. 2025 Director Nominees Biographies

    | Proposals | Table of Contents |

  25. 2025 Director Nominees Biographies

    | | ANTHONY GONZALEZ Age: 40 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. | | |

  26. 2025 Director Nominees Biographies

    | 10 | 2025 Proxy Statement |

  27. 2025 Director Nominees Biographies

    | Table of Contents | Proposals |

  28. 2025 Director Nominees Biographies

    | | DAVID L. HERZOG Age: 65 Director Since: 2017 | DXC Committees: •Audit •Compensation •Nominating/Corporate Governance | Other Public Company Boards: Current: •Aegon (Bermuda)* Former (Past Five Years): •Metlife, Inc. •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. He previously served as a member of the board of directors and chair of the Audit Committee of MetLife Inc. from October 2016 to May 2025, Ambac Financial Group, Inc. from March 2016 to June 2023, and PCCW Limited (Hong Kong) from November 2017 to July 2022. *Mr. Herzog has been nominated to stand for election at the 2025 annual meeting of stockholders of Aegon to be held on June 12, 2025. Therefore, if elected, as of the conclusion of Aegon’s 2025 annual meeting of stockholders, Mr. Herzog will serve on the board of one public company other than DXC. Qualifications: Mr. Herzog has extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. Mr. Herzog brings more than three decades of life insurance and financial service expertise to DXC, and his financial and international business experience in the oversight of AIG and its subsidiaries uniquely positions him to enhance stockholder value by leveraging his financial and risk management expertise and deep understanding of the insurance business. Mr. Herzog also has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience. In addition, the Board believes that his extensive leadership and management experience qualifies Mr. Herzog to serve as Chairman of the Board. | | | |

  29. 2025 Director Nominees Biographies

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  30. 2025 Director Nominees Biographies

    | Proposals | Table of Contents |

  31. 2025 Director Nominees Biographies

    | | PINKIE D. MAYFIELD Age: 57 Director Since: 2023 | DXC Committees: •Nominating/Corporate Governance | Other Public Company Boards: Former (Past Five Years): •Ready Capital Corporation •Broadmark Realty Capital Inc. (acquired by Ready Capital in 2023) | | Ms. Mayfield has served as a member of our Board since July 2023. Ms. Mayfield is the former Chief Communications Officer and Vice President of Corporate Affairs of Graham Holdings Company (formerly The Washington Post Company), a diversified conglomerate whose principal operations include education and media. She served in that role from February 2015 until December 2024 and was responsible for corporate affairs, public relations, communications and strategic initiatives. She joined Graham Holdings in 1998, where she 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 the treasurer of the board of directors of the District of Columbia College Access Program. 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. She previously served as a member of the board of directors of Ready Capital Corporation from June 2023 to July 2024. 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 contributes varied perspectives 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. | | | |

  32. 2025 Director Nominees Biographies

    | 12 | 2025 Proxy Statement |

  33. 2025 Director Nominees Biographies

    | Table of Contents | Proposals |

  34. 2025 Director Nominees Biographies

    | | KARL RACINE Age: 62 Director Since: 2023 | DXC Committees: •Nominating/Corporate Governance | Other Public Company Boards: Former (Past Five Years): •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 was 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, from January 2023 to May 2025. 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 contributes varied perspectives 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. | | | |

  35. 2025 Director Nominees Biographies

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  36. 2025 Director Nominees Biographies

    | Proposals | Table of Contents |

  37. 2025 Director Nominees Biographies

    | | DAWN ROGERS Age: 60 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. | | |

  38. 2025 Director Nominees Biographies

    | 14 | 2025 Proxy Statement |

  39. 2025 Director Nominees Biographies

    | Table of Contents | Proposals |

  40. 2025 Director Nominees Biographies

    | | CARRIE W. TEFFNER Age: 58 Director Since: 2022 | DXC Committees: •Audit | Other Public Company Boards: Current: •Amer Sports, Inc. (Cayman Islands) Former (Past Five Years): •Rite Aid Corp. •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 Amer Sports (Cayman Islands) since February 2024 and of Reef Lifestyle since July 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 board of directors of GameStop from September 2018 to June 2021, on the board of directors of Avaya Holdings from February 2023 to May 2023 and on the board of directors of Rite Aid Corporation from October 2023 to September 2024. 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. | | | |

  41. 2025 Director Nominees Biographies

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  42. 2025 Director Nominees Biographies

    | Proposals | Table of Contents |

  43. 2025 Director Nominees Biographies

    | | AKIHIKO WASHINGTON Age: 66 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. | | |

  44. 2025 Director Nominees Biographies

    | 16 | 2025 Proxy Statement |

  45. 2025 Director Nominees Biographies

    | Table of Contents | Proposals |

  46. 2025 Director Nominees Biographies

    | | ROBERT F. WOODS Age: 70 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. | | |

  47. 2025 Director Nominees Biographies

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

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    | Proposals | Table of Contents |

  50. 2025 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, 2026 The Audit Committee has appointed Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2026, 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, 2026 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 if they desire 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.

  51. 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 compensation 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:

  52. 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. |

  53. 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 2025. All compensation received for fiscal 2025 by Mr. Fernandez, our President and CEO, is reflected in the Summary Compensation Table. Mr. Fernandez does not receive any separate compensation for his activities on our Board.

  54. Director Compensation

    | Fiscal 2025 Director Retainers and Fees | | | Annual Cash Retainer(1) | $100,000.00 | | Annual Equity Award(2) | $240,000.00 | | Chairman of the Board Annual Cash Retainer(1) | $100,000.00 | | Chairman of the Board Annual Equity Award(2) | $340,000.00 | | 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 | | Committee Member Cash Retainer(1) | $10,000.00 | | Additional Meeting Attendance Fee(1)(4) | $2,000 per meeting |

  55. 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.

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  58. Director Compensation

    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.As disclosed in DXC’s fiscal 2024 Proxy Statement, 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 (July 30, 2024), Mr. Herzog received (1) a monthly cash payment of $8,333 (or a prorated dollar value for each partial calendar month of service), and (2) a monthly equity 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, with all Chairman of the Board Monthly Equity Awards vested in full on July 30, 2024. 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; and (iii) $2,000 per meeting in excess of six Compensation or Nominating/Corporate Governance committee meetings. The following table sets forth for each individual who served as a non-employee director of DXC during fiscal 2025, certain information with respect to compensation paid to them by DXC in fiscal 2025.

  59. Director Compensation

    | | Cash Retainers and Fees | | | | | | | | | | Name (a) | Annual Cash Retainer ($) | Chairman of the Board Monthly Cash Retainer ($) | Chairman of the Board Annual 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) | | David A. Barnes | 100,000 | — | — | 20,000 | 20,000 | 6,000 | 146,000 | 240,465 | 386,465 | | Raul J. Fernandez(3) | — | — | — | — | — | — | — | — | — | | Anthony Gonzalez | 100,000 | — | — | — | 10,000 | 6,000 | 116,000 | 240,465 | 356,465 | | David L. Herzog | 100,000 | 24,999 | 75,000 | — | 30,000 | 6,000 | 235,999 | 624,522 | 860,521 | | Pinkie Mayfield | 100,000 | — | — | — | 10,000 | 6,000 | 116,000 | 240,465 | 356,465 | | Karl Racine | 100,000 | — | — | — | 10,000 | 6,000 | 116,000 | 240,465 | 356,465 | | Dawn Rogers | 100,000 | — | — | — | 10,000 | 6,000 | 116,000 | 240,465 | 356,465 | | Carrie W. Teffner | 100,000 | — | — | — | 10,000 | 6,000 | 116,000 | 240,465 | 356,465 | | Akihiko Washington | 100,000 | — | — | 25,000 | 10,000 | 6,000 | 141,000 | 240,465 | 381,465 | | Robert F. Woods | 100,000 | — | — | 35,000 | 10,000 | 6,000 | 151,000 | 240,465 | 391,465 |

  60. Director Compensation

    1.Column (b) reflects the sum total of all cash compensation earned during fiscal 2025, whether or not payment was deferred pursuant to the Deferred Compensation Plan. 2.Other than the Chairman of the Board, each director serving as a non-employee director of DXC as of the close of DXC’s 2024 Annual Meeting of Stockholders on July 30, 2024, received 12,300 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 13, 2024 ($19.55), 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 2025 annual meeting (July 22, 2025). The Chairman of the Board received 17,400 RSUs determined by (i) dividing $340,000 by the closing price of our common stock on the New York Stock Exchange on the grant date of August 13, 2024 ($19.55), 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 2025 annual meeting (July 22, 2025). In addition, as disclosed in DXC’s fiscal 2024 Proxy Statement, 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 (July 30, 2024), Mr. Herzog received monthly equity 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

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  63. Director Compensation

    date; and all the Chairman of the Board Monthly Equity Awards of RSUs vested 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 2025. 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 Consolidated Financial Statements in DXC’s Annual Report filed on Form 10-K for the fiscal year ended March 31, 2025, providing details of DXC’s accounting under FASB ASC Topic 718. The aggregate number of unvested DXC stock awards outstanding for each DXC non-employee director at March 31, 2025, were as follows:

  64. Director Compensation

    | Name | Aggregate Unvested Stock Awards Outstanding as of March 31, 2025 | | David A. Barnes | 12,300 | | Raul J. Fernandez(3) | — | | Anthony Gonzalez | 12,300 | | David L. Herzog | 17,400 | | Pinkie Mayfield | 12,300 | | Karl Racine | 12,300 | | Dawn Rogers | 12,300 | | Carrie W. Teffner | 12,300 | | Akihiko Washington | 12,300 | | Robert F. Woods | 12,300 |

  65. Director Compensation

    3.Mr. Fernandez’s compensation as 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.

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  67. Fiscal 2025 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, 78% (delivered in 70% PSUs and 30% RSUs) of our CEO’s target compensation is allocated to long-term incentive equity.* •For other NEOs, an average of approximately 76% (delivered in 60% PSUs and 40% RSUs) of their fiscal 2025 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 2025 Adjusted EBIT Margin %, with 50% weighting •Fiscal 2025 Organic Revenue Growth %, with 50% weighting •Equal weighting of Adjusted EBIT Margin % and Organic Revenue Growth % incentivizes management to focus both on top-line and bottom-line growth. |

  68. Fiscal 2025 Compensation Plan Decisions: Strong Emphasis on Performance

    | Annual incentive payouts below target demonstrate Pay for Performance Alignment | •In fiscal 2025, under the annual cash incentive plan, the Compensation Committee determined that the Company’s achievement for Adjusted EBIT Margin % resulted in 96.0% funding for the metric and achievement for Organic Revenue Growth % resulted in 85.1% funding for the metric, which were both below target performance but above threshold, resulting in a calculated payout of approximately 91% of target, demonstrating the alignment between pay and performance. |

  69. Fiscal 2025 Compensation Plan Decisions: Strong Emphasis on Performance

    | Award | Achievement | Payout | | STI: fiscal 2025 (Incentive Compensation Plan) | Below Target | 91% Payout |

  70. Fiscal 2025 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. |

  71. Fiscal 2025 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. |

  72. 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 2025, the total cumulative fiscal 2023 (prior CEO Mr. Salvino), fiscal 2024 (Mr. Fernandez), and fiscal 2025 (Mr. Fernandez) actual realized value of our CEO’s pay was approximately 45% of the total cumulative reported value (shown in the 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.

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

    Cumulative TSR is calculated based on DXC Technology’s stock price on the last trading day of fiscal 2025 in comparison to the Company stock price on the last trading day of fiscal 2022 and assumes an initial investment of $100 on the last trading day of fiscal 2022, plus any reinvested dividends. *As disclosed in DXC’s fiscal 2024 Proxy Statement, all elements of Mr. Fernandez’s fiscal 2024 compensation were per the arrangements established in connection with his role as Interim President and Chief Executive Officer, which included CEO Monthly RSUs that were 100% vested on the grant date, with settlement in full on the one-year anniversary of the grant date. Consistent with the disclosure in the fiscal 2024 Proxy Statement, Mr. Fernandez’s CEO Monthly RSUs are included as realized pay based on the actual value that vested in fiscal 2024.

  74. Key Leadership Retention

    Key Leadership Retention In 2025, the Board and Compensation Committee, in consultation with an independent compensation consultant and independent legal counsel, undertook a comprehensive review of the compensation arrangements of Mr. Fernandez and Mr. Del Bene. In designing an updated compensation framework intended to ensure the retention of Mr. Fernandez and Mr. Del Bene while maintaining DXC’s commitment to our pay-for-performance philosophy for executive compensation, the Board and the Compensation Committee considered, among other things, the objectives of: •Retaining Mr. Fernandez’s and Mr. Del Bene’s continued leadership of DXC for at least an additional three years, in light of the competitive external hiring market; •Incentivizing Mr. Fernandez and Mr. Del Bene to advance the long-term success of the Company’s business through the achievement of key financial performance metrics; and •Further aligning the interests of Mr. Fernandez and Mr. Del Bene with those of the Company’s stockholders. After extensive review, the Board and the Compensation Committee determined to make certain changes to Mr. Fernandez and Mr. Del Bene’s compensation packages, which include: (i) an extension of the specified term of Mr. Fernandez’s Employment Agreement by three years to March 31, 2028, (ii) increases to each executive’s annual base salary and target annual bonus opportunity to ensure cash compensation remains appropriate and competitive; and (iii) front-loaded equity grants, intended to replace annual equity awards for the next three years to each executive, comprised of 85% PSUs and 15% RSUs, with each award eligible to vest over a period of three years. These equity awards are intended to accelerate the ownership of Company equity by each executive and significantly align their interests with those of our shareholders. Further, a significant portion of the awards are “at risk” and based on performance goals that are critical to the long-term success of the Company.

  75. Key Leadership Retention

    Fiscal 2026 CEO and CFO Equity Awards In fiscal 2026, effective as of May 16, 2025, the Board granted front-loaded equity awards intended to replace annual equity awards for the next three years to Mr. Fernandez and Mr. Del Bene, comprised of 85% PSUs and 15% RSUs (the “Equity Awards”). The Equity Awards are intended to be in lieu of any annual equity awards which Mr. Fernandez or Mr. Del Bene would have otherwise been granted with respect to the next three fiscal years as part of the Company’s annual merit process, and the Compensation Committee does not intend to issue any other equity awards to Mr. Fernandez or Mr. Del Bene in the next three fiscal years through DXC’s fiscal 2028. The number of shares subject to each such Equity Award was determined by dividing the target grant value by the average closing price of DXC stock over the three-month period ending on and including the grant date, in line with DXC’s Equity Grant Policy, and is as follows:

  76. Key Leadership Retention

    | NEO | PSUs(1) (#) | RSUs (#) | | Raul J. Fernandez | 2,282,784 | 402,844 | | Robert Del Bene | 1,050,539 | 185,389 |

  77. 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 |

  78. Role of Management

    Role of Management The Compensation Committee coordinates with the President & Chief Executive Officer (“CEO”) and the Chief People Officer (“CPO”), 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 CPO, also conducts an annual review of the total compensation of each executive officer, including the NEOs (other than with respect to his own compensation). 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.

  79. 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 2025, Pay Governance advised the Compensation Committee on executive compensation and governance trends; CEO and executive officer compensation; non-employee director compensation; incentive program design; selection of peer group companies; and the share usage and dilution in connection with the equity compensation plan. Pay Governance has been retained since October 2020, and the Compensation Committee has the sole authority to retain, terminate, and obtain the advice of Pay Governance at the Company’s expense. The Compensation Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and concluded that there are no conflicts of interest that prevent them from providing independent advisory services to the Compensation Committee.

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  82. Role of the Independent Compensation Consultant

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

  83. 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 2025 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 2025, no changes were made to the existing peer group.

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  86. Compensation Peer Group and Peer Selection Process

    The peer group used in connection with decisions relating to fiscal 2025 components of compensation consisted of the following companies:

  87. Compensation Peer Group and Peer Selection Process

    | Company | Revenue Latest FYE(1) ($ in millions) | Total Employees (#) | | Accenture plc | 61,594 | 721,000 | | Aon plc | 12,479 | 50,000 | | Automatic Data Processing, Inc. | 18,012 | 60,000 | | Cisco Systems, Inc. | 56,998 | 83,300 | | Cognizant Technology Solutions Corporation | 19,428 | 355,300 | | Fidelity National Information Services, Inc. | 14,528 | 69,000 | | Fiserv, Inc. | 17,737 | 41,000 | | Hewlett Packard Enterprise Company | 28,496 | 60,200 | | Intel Corporation | 63,054 | 131,900 | | International Business Machines Corporation | 60,530 | 288,300 | | Leidos Holdings, Inc. | 14,396 | 45,000 | | Marsh & McLennan Companies, Inc. | 20,720 | 85,000 | | Texas Instruments Incorporated | 20,028 | 33,000 | | VMware, Inc.2 | 13,350 | 37,500 | | Western Digital Corporation | 12,318 | 65,000 | | Willis Towers Watson Public Limited Company | 8,866 | 46,600 | | Xerox Holdings Corporation | 7,107 | 20,500 | | 25th Percentile | 13,350 | 45,000 | | Median | 18,012 | 60,200 | | 75th Percentile | 26,450 | 85,000 | | DXC Technology Company | 14,430 | 128,976 | | Percentile Rank | 33rd | 81st |

  88. 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, 2023. 2.Subsequent to the Compensation Committee approval of the fiscal 2025 peer group, VMware, Inc. was acquired by Broadcom Inc. in November 2023 and ceased being considered a compensation peer at that time. As disclosed in DXC’s fiscal 2024 Proxy Statement, the CEO’s fiscal 2025 total target compensation was set at approximately 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.

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  91. Fiscal 2025 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 on: 100% weighted metric of cumulative Free Cash Flow achievement over the three-year performance period against a meaningful target goal, aligning executive pay with long-term financial growth, and +/-20% modifier of relative Total Shareholder Return (“rTSR”) achievement against a custom comparator 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 |

  92. Fiscal 2025 Pay Components

    The graphics below illustrate the fiscal 2025 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 percentage number. Total Target Direct Compensation Decisions – Predominantly in long term component: As disclosed in DXC’s fiscal 2024 Proxy Statement, when Mr. Fernandez was appointed to full-time President and Chief Executive Officer on February 1, 2024, the Compensation Committee, in consultation with Pay Governance, 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, which was also aligned with the peer median total target compensation of approximately $19,000,000. In accordance with our pay for performance and stockholder alignment philosophy, the vast majority (93%) of the target total direct compensation opportunity in fiscal 2025 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 2025, the Compensation Committee increased the target total compensation of both Mr. Del Bene to approximately align his pay with the median of peer CFOs, and Mr. Drumgoole due to him assuming an expanded role in a critical business leadership position of the Company in fiscal 2025. The vast majority (100% for Mr. Del Bene and 90% for Mr. Drumgoole) of the target compensation increases were allocated to the long-term incentive component to further align compensation to stockholders’ interests. No other fiscal 2025 NEOs received any adjustments.

  93. Annual Cash Incentive Plan

    Annual Cash Incentive Plan The annual cash incentive plan for executive officers rewards NEOs 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.

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  96. 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 2025 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 component of driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are equally weighted 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. *For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix - Non-GAAP Financial Measures.”

  97. 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 transition path to sustained growth. 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.

  98. Target, Threshold, and Maximum Performance Levels

    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 2025, the Compensation Committee determined achievement with respect to each of the financial metrics and corresponding pool funding, independently.

  99. Individual Performance Modifier & Business Performance Allocation of Pool Funding

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

  100. 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.

  101. Target Opportunities

    | NEO | Fiscal 2025 Target Annual Cash Incentive Plan Opportunity as a % of Base Salary (%) | Fiscal 2025 Target Annual Cash Incentive Plan Opportunity ($) | | Raul J. Fernandez | 200% | 2,760,000 | | Robert Del Bene | 125% | 906,250 | | Howard Boville | 135% | 1,350,000 | | Christopher Drumgoole(1) | 135% | 1,068,904 | | Matthew K. Fawcett | 110% | 715,000 | | Andrew Wilson(2) | 135% | 1,046,250 | | James M. Brady(3) | 125% | 875,000 |

  102. Target Opportunities

    1.Mr. Drumgoole’s target annual cash incentive opportunity is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase. 2.Mr. Wilson left DXC during fiscal 2024 (August 2024). 3.Mr. Brady left DXC during fiscal 2024 (November 2024). For fiscal 2025, the Compensation Committee determined to increase Mr. Drumgoole’s target annual cash incentive opportunity as a percentage of base salary by 10 percentage points due to him assuming an expanded role in a critical business leadership position in fiscal 2025. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2025. As part of its retention strategy, effective April 1, 2025 (the first day of DXC’s fiscal 2026), the Compensation Committee also approved increases to Mr. Fernandez’s target annual cash incentive opportunity from 200% of base salary to 250% of base salary and to Mr. Del Bene’s target annual cash incentive opportunity from 125% of base salary to 135% of base salary, respectively.

  103. Performance Factor Based on Actions of the NEOs & Business Performance Allocation of Pool Funding

    Performance Factor Based on Actions of the NEOs & Business Performance Allocation of Pool Funding During fiscal 2025, our highest priority was to work together as one team to execute DXC’s business strategy. As a result, the Compensation Committee and the CEO determined to evaluate the NEOs collectively as one. As such, for fiscal 2025, the subjective individual performance modifier was not used for the NEOs. However, in accordance with the approved fiscal 2025 annual cash incentive plan design, the funded amounts of the fiscal 2025 target annual cash incentives of our NEO business leaders, Mr. Boville and Mr. Drumgoole, were modified based on the financial performance against pre-set goals for their respective business offerings.

  104. 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 2025 is reflected in the table below.

  105. Payout Determination

    | NEO(1) | Pool Funding (%)X | Target Annual Cash Incentive ($) | = | Individual Payout ($)4 | | Raul J. Fernandez | 91%X | 2,760,000 | = | 2,520,000 | | Robert Del Bene | 91%X | 906,250 | = | 825,000 | | Howard Boville(2) | 64%X | 1,350,000 | = | 864,000 | | Christopher Drumgoole(2)(3) | 94%X | 1,068,904 | = | 1,010,000 | | Matthew K. Fawcett | 91%X | 715,000 | = | 651,000 |

  106. Payout Determination

    1.Mr. Wilson and Mr. Brady both left DXC during fiscal 2025 and their entire respective fiscal 2025 annual cash incentive payout opportunities were canceled. 2.In accordance with the fiscal 2025 annual cash incentive plan design, the funding for Mr. Boville’s and Mr. Drumgoole’s individual payouts was modified based on the financial performance of their respective business offerings. 3.Mr. Drumgoole’s target annual cash incentive opportunity is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase. 4.Final rounded individual payouts include the application of additional accrued pool funding for all NEOs except Mr. Boville.

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  109. 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.

  110. Equity Vehicles and Mix for Annual Grants

    Equity Vehicles and Mix for Annual Grants The Compensation Committee determined to use the same PSU performance components for the fiscal 2025-2027 cycle as were used in the prior two fiscal years, but adjusted from being equally weighted metrics in the prior fiscal years to a 100% weighted FCF metric and a +/- 20% rTSR modifier measured over a three-year period. The Compensation Committee believes these components best align executive pay with stockholder value creation as well as business operations.

  111. Equity Vehicles and Mix for Annual Grants

    | Equity Vehicle | Fiscal 2025 Allocation | Vesting Period | How Payouts Are Determined | Rationale for Use | | PSUs | •70% for CEO •60% for other NEOs | Three-year cliff | 100% weighted metric of cumulative Free Cash Flow (“FCF”) achievement over the three-year performance period +/-20% modifier of relative Total Shareholder Return (“rTSR”) against a custom comparator group over the three-year performance period* | •Cumulative FCF production aligns executive officer compensation directly with a key long-term indicator of fiscal strength •rTSR performance aligns executive officer compensation directly with the creation of stockholder value •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 |

  112. Equity Vehicles and Mix for Annual Grants

    *rTSR is defined as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2025 PSU performance period (4/1/2024 - 3/31/2027), in relation to the TSRs of the companies that are members of the comparison peer group described below. TSR means the difference between (i) the average price of a share of the relevant company’s stock during the 20 trading days immediately preceding and including the start date of the performance period and (ii) the average price of a share of the same company’s stock during the last 20 trading days of the performance period, plus the value of gross dividends paid as if reinvested in the relevant company’s stock on the ex-dividend date and other appropriate adjustments for such events as stock splits.

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  115. Equity Vehicles and Mix for Annual Grants

    Based on objective criteria to identify business and capital-market competitors that avoids self-selection, the 14 relative TSR comparison companies selected for the fiscal 2025 PSUs are composed of U.S. S&P companies with annual revenues greater than or equal to $2,000,000,000 in the following designated service sectors of (1) IT Consulting & Other Services and (2) Data Processing & Outsourced Services. These comparison companies were reviewed and approved by the Compensation Committee. The group of companies is partially different than the fiscal 2025 compensation peer group identified under “Compensation Peer Group and Peer Selection Process” above:

  116. Equity Vehicles and Mix for Annual Grants

    | DXC Technology’s Fiscal 2025 PSU rTSR Peer Group (U.S. S&P companies with annual revenues greater than or equal to $2,000,000,000 in the following designated service sectors of (1) IT Consulting & Other Services and (2) Data Processing & Outsourced Services, as of the start of the performance period of April 1, 2024) | | | | Accenture plc Broadridge Financial Solutions, Inc. Cognizant Technology Solutions Corporation Concentrix Corporation Conduent Incorporated | EPAM Systems, Inc. Gartner, Inc. Genpact Limited International Business Machines Corporation Kyndryl Holdings, Inc. | Maximus, Inc. SS&C Technologies Holdings, Inc. TTEC Holdings, Inc. Unisys Corporation |

  117. Equity Vehicles and Mix for Annual Grants

    Stockholder feedback continues to reflect support and encouragement for use of these PSU components. 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 on a 100% cumulative FCF weighted metric and +/-20% rTSR modifier for the performance period of fiscal 2025-2027. 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, inclusive of the +/-20% rTSR modifier, and the rTSR modifier will be capped at 0% 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.

  118. 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 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 other NEOs, respectively. The 70% allocation to PSUs for the CEO underscores the significant emphasis on performance-based equity.

  119. Target Opportunities

    | NEO | Base Salary ($) | Target LTI (%) | Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | | Raul J. Fernandez | 1,380,000 | 1083%* | 14,950,000 | 10,465,000 | 514,757 | 4,485,000 | 220,610 | | Robert Del Bene | 725,000 | 775% | 5,618,750 | 3,371,250 | 165,826 | 2,247,500 | 110,551 | | Howard Boville | 1,000,000 | 800% | 8,000,000 | 4,800,000 | 236,104 | 3,200,000 | 157,403 | | Christopher Drumgoole | 800,000 | 765% | 6,120,000 | 2,100,000 | 180,620 | 2,448,000 | 120,413 | | Matthew K. Fawcett | 650,000 | 500% | 3,250,000 | 1,950,000 | 95,917 | 1,300,000 | 63,945 | | Andrew Wilson(1) | 775,000 | 800% | 6,200,000 | 3,720,000 | 182,981 | 2,480,000 | 121,987 | | James M. Brady(1) | 700,000 | 500% | 3,500,000 | 2,100,000 | 103,296 | 1,400,000 | 68,864 |

  120. Target Opportunities

    *Mr. Fernandez’s Target LTI % is rounded to the nearest whole percentage number. 1.Mr. Wilson and Mr. Brady both left DXC during fiscal 2025 and their entire respective fiscal 2025 annual equity grants were canceled. In line with DXC’s Equity Grant Policy, the number of PSUs and RSUs granted was calculated by dividing the target 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 target PSUs and RSUs granted by the grant date fair value, which is determined using a Monte Carlo valuation for the PSUs and is determined using the closing price on the date of grant for the RSUs. The actual amount realized will depend on financial and relative stock price performance over the three-year performance period.

  121. Vesting of Fiscal 2023 PSUs

    Vesting of Fiscal 2023 PSUs In fiscal 2023, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2023-2025. The PSUs granted to the NEOs represented the opportunity to earn shares at the end of the three-year performance cycle based 50% on cumulative Free Cash Flow (“FCF”) performance and 50% on relative Total Shareholder Return (“rTSR”). For the 50% FCF metric, the NEOs earned PSUs based on the three-year cumulative FCF performance as compared to FCF pre-set targets. For the 50% rTSR metric, the NEOs earned PSUs based on the three-year rTSR performance as compared to a custom peer group. The FCF performance levels set by the Compensation Committee reflected rigorous cumulative three-year growth rates, as compared to the most recent completed fiscal year FCF performance (fiscal 2022) at the time of the fiscal 2023 PSUs grant date in May 2022, which was used as a baseline and then combined with the cumulative total of the two most recent completed fiscal year FCF performances (fiscal 2021-2022) to establish a 3-year cumulative FCF performance comparison of $834,000,000 in setting the target growth rates. More specifically, the FCF target performance level of $1,360,000,000 required an approximate cumulative growth rate of a rigorous 63.1% over the three-year comparator performance period. The threshold performance level of $1,230,000,000 required approximately a 47.5% total cumulative growth rate. Below that there is no payout. PSU payouts based on the 50% FCF metric ranged from 0% to 200% of one-half of the target number of shares of the fiscal 2023 PSU grant, with the 200% vesting maximum performance level of $1,500,000,000 representing a cumulative growth rate of approximately 79.9%.

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  124. Vesting of Fiscal 2023 PSUs

    After the end of the three-year period, the Compensation Committee determined that based on the cumulative FCF performance of $2,180,000,000, the 50% portion of the fiscal 2023 PSUs based on the performance of the FCF metric earned at 200% of target, with an achieved cumulative FCF growth rate of approximately 161.4%, as compared to the above-noted three-year comparator cumulative FCF. For the 50% portion of the fiscal 2023 PSUs based on the rTSR metric, the three-year target performance level was set at the 50th percentile of the rTSR peer group. The threshold performance level was set at the 25th percentile of the rTSR peer group. Below that there is no payout. PSU payouts based on the 50% rTSR metric ranged from 0% to 200% of one-half of the target number of shares of the fiscal 2023 PSU grant, with the 200% vesting maximum performance level set at the 75th percentile of the rTSR peer group. DXC’s three-year TSR performance of -45.56% was compared against the custom group of peers and calculated to be at the 6th percentile of the rTSR peer group, which was below the threshold payout performance. As such, there was no payout of shares for the 50% portion of the fiscal 2023 PSUs based on the rTSR metric.* In addition, the closing stock price on the settlement date of May 21, 2025 for the fiscal 2023 PSUs was 42% of the value of the closing stock price on May 31, 2022, the grant date of the fiscal 2023 PSUs, further reflecting executive performance-based realized pay aligning with our stockholder experience over the three-year performance period. Also, 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 2023 PSU grants as follows:

  125. Vesting of Fiscal 2023 PSUs

    | NEO(1) | Target FCF PSUs (#) | FCF PSUs Award Achievement (%) | Earned FCF PSUs (#) | Target rTSR PSUs (#) | rTSR PSUs Award Achievement (%)* | Earned rTSR PSUs (#) | | Christopher Drumgoole | 17,013 | 200% | 34,026 | 17,012 | 0% | — | | James M. Brady(2) | 15,190 | — | — | 15,189 | — | — |

  126. Vesting of Fiscal 2023 PSUs

    1.Messrs. Fernandez, Del Bene, Boville, & Wilson were not employees of the Company in fiscal 2023 and did not receive fiscal 2023 PSUs. 2.Mr. Brady left DXC in fiscal 2025 and all his outstanding fiscal 2023 PSUs were canceled. * rTSR was calculated as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2023 PSU performance period (4/1/2022 - 3/31/2025), in relation to the TSRs of the companies that were 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. The fiscal 2023 rTSR peer group consisted of the eighteen companies in the S&P 500 IT Services Index as of April 1, 2022 (the start of the three-year performance period), plus a custom peer set of seven companies that were considered business or market competitors (Conduent Incorporated, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Intel Corporation, Kyndryl Holdings, Inc., Unisys Corporation, and VMware, Inc.). VMware, Inc. was removed from the rTSR peer group upon its acquisition by Broadcom Inc. in November 2023.

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  129. 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. 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 or certain NEOs terminate their employment for Good Reason. For such terminations, generally cash severance amounts are 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. Twelve months of Company-subsidized COBRA continuation is also provided to executives participating in DXC’s health group plan. In addition, our NEOs are entitled to certain acceleration and/or continued vesting of all or a portion of their equity awards upon certain qualifying terminations in accordance with their equity grant agreements (and, for our CEO, under his Employment Agreement). 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. In addition, our NEOs are entitled to certain acceleration and/or continued vesting of all or a portion of their equity awards upon certain qualifying terminations in connection with a Change of Control in accordance with their equity grant agreements (and, for our CEO, under his Employment Agreement). Additional details about these severance arrangements are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.

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  132. Equity Grant Policy

    Equity Grant Policy We maintain an Equity Grant Policy and do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Our Compensation Committee generally approves annual equity awards in the first quarter of the new fiscal year, which allows the Compensation Committee to review and consider the Company’s financial results from the prior fiscal year when making grants. Other than grants made in connection with hiring, promotions and retention, equity awards are generally granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards. Our long-term incentive compensation does not currently include regular stock option grants; in fiscal 2025, such compensation consisted solely of RSUs and PSUs. In accordance with the Equity Grant Policy, the number of RSUs or target number of PSUs granted is determined by dividing the target grant value by the average closing trading price of the Company’s common stock over the three-calendar month period ending on and including the grant date.

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  135. Equity Grant Policy

    Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.

  136. 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.

  137. Summary Compensation Table

    Summary Compensation Table The following table provides information on the compensation of the NEOs paid or awarded by DXC for fiscal 2025, fiscal 2024 and fiscal 2023.

  138. 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 | 2025 | 1,380,000 | — | 11,941,625 | — | 2,520,000 | — | 896,123 | 16,737,748 | | | 2024 | 334,385 | 1,000,000 | 8,208,431 | — | — | — | 123,847 | 9,666,663 | | Robert Del Bene Executive Vice President, Chief Financial Officer | 2025 | 725,000 | — | 4,475,096 | — | 825,000 | — | 7,002 | 6,032,098 | | | 2024 | 549,327 | 500,000 | 4,685,514 | — | 425,120 | — | 7,095 | 6,167,056 | | Howard Boville Executive Vice President, Consulting & Engineering Services | 2025 | 1,000,000 | — | 6,371,666 | — | 864,000 | — | 11,121 | 8,246,787 | | | 2024 | 542,308 | 900,000 | 8,275,459 | — | 463,537 | — | 10,094 | 10,191,398 | | Christopher Drumgoole Executive Vice President, Global Infrastructure Services | 2025 | 800,000 | — | 4,874,327 | — | 1,010,000 | — | 17,184 | 6,701,511 | | | 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 | | Matthew K. Fawcett Executive Vice President, General Counsel | 2025 | 650,000 | — | 2,588,485 | — | 651,000 | — | 11,581 | 3,901,066 | | Andrew Wilson Former Executive Vice President, Modern Workplace | 2025 | 357,692 | 390,000 | 4,938,042 | — | — | — | 623,733 | 6,309,467 | | James M. Brady Former Executive Vice President, Chief Operating Officer | 2025 | 498,077 | — | 2,787,614 | — | — | — | 1,576,187 | 4,861,878 | | | 2024 | 700,000 | — | 3,825,153 | — | 516,250 | — | 20,825 | 5,062,228 |

  139. Summary Compensation Table

    1.The amounts shown in Column (c) reflect salary paid through separation of service date for Mr. Wilson (August 31, 2024) and Mr. Brady (November 29, 2024).

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  142. Summary Compensation Table

    2.The fiscal 2025 amount shown in Column (d) for Mr. Wilson reflects the one-time cash sign-on bonus paid six months after his October 1, 2023 hire date, per his employment offer letter, 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 the fiscal 2024 amounts shown in Column (d) 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. Messrs. Wilson and Brady left the Company in fiscal 2025 and the entirety of their respective fiscal 2025 grants were canceled. 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 2025 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 2025 stock awards (including service-vesting RSUs, and assuming that PSUs were to have a payout at the maximum of 200% of target) are as follows:

  143. Summary Compensation Table

    | | Fiscal 2025 Stock Awards at Maximum Value ($) | | Raul J. Fernandez | 20,373,344 | | Robert Del Bene | 7,191,326 | | Howard Boville | 10,239,049 | | Christopher Drumgoole | 7,832,882 | | Matthew K. Fawcett | 4,159,606 | | Andrew Wilson | 7,935,271 | | James M. Brady | 4,479,603 |

  144. 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 for all NEOs, and, for Messrs. Boville and Drumgoole, also based on the achievement of their respective business offering performance objectives. Messrs. Wilson and Brady left the Company in fiscal 2025 and the entirety of their respective fiscal 2025 annual cash incentive opportunities were canceled. The amount earned for Mr. Drumgoole is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase. Final rounded amounts earned include the application of additional accrued pool funding for all NEOs except Mr. Boville. 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 2025, 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, executive health services, reimbursement of attorney fees related to the completion of the CEO’s Employment Agreement, 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 2025, are shown in the table below.

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  147. 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 | 555,103 | — | 2,520 | 95,862 | — | | Robert Del Bene | — | 5,175 | 1,827 | — | — | | Howard Boville | — | 10,350 | 771 | — | — | | Christopher Drumgoole | — | 10,350 | 1,995 | — | — | | Matthew K. Fawcett | — | 10,350 | 1,231 | — | — | | Andrew Wilson | — | — | 826 | — | 622,907 | | James M. Brady | — | — | 1,187 | — | 1,575,000 |

  148. 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. 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. 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, with the additional coverage amount above $50,000 also approved by the Compensation Committee. d.Reflects the lump sum cash severance paid to Mr. Wilson upon his termination without Cause on August 31, 2024, in accordance with the terms of his separation agreement, and reflects the lump sum cash severance paid to Mr. Brady of fiscal 2025 base salary plus target annual bonus upon his termination without Cause on November 29, 2024, in accordance with the terms of his employment offer letter.

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  151. 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 2025, which ended March 31, 2025.

  152. 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)(5) | | 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 | — | — | 1,380,000 | 2,760,000 | 5,520,000 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 7-May-24 | — | — | — | 257,379 | 514,757 | 1,029,514 | — | — | — | 8,431,720 | | RSUs – Time-Based(3) | 21-May-24 | 7-May-24 | — | — | — | — | — | — | 220,610 | — | — | 3,509,905 | | Robert Del Bene | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 453,125 | 906,250 | 1,812,500 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 82,913 | 165,826 | 331,652 | — | — | — | 2,716,230 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 110,551 | — | — | 1,758,866 | | Howard Boville | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 675,000 | 1,350,000 | 2,700,000 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 118,052 | 236,104 | 472,208 | — | — | — | 3,867,384 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 157,403 | — | — | 2,504,282 | | Christopher Drumgoole | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 534,452 | 1,068,904 | 2,137,808 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 90,310 | 180,620 | 361,240 | — | — | — | 2,958,556 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 120,413 | — | — | 1,915,771 |

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  155. 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)(5) | | Name (a) | Grant Date (b) | Approval Date (c) | Threshold ($) (d) | Target ($) (e) | Maximum ($) (f) | Threshold (#) (g) | Target (#) (h) | Maximum (#) (i) | | | | | | Matthew K. Fawcett | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 357,500 | 715,000 | 1,430,000 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 47,959 | 95,917 | 191,834 | — | — | — | 1,571,120 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 63,945 | — | — | 1,017,365 | | Andrew Wilson(4) | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 523,125 | 1,046,250 | 2,092,500 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 91,491 | 182,981 | 365,962 | — | — | — | 2,997,229 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 121,987 | — | — | 1,940,813 | | James M. Brady(4) | | | | | | | | | | | | | | Annual Cash Incentive Plan | — | — | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | — | — | | RSUs – Performance(2) | 21-May-24 | 6-May-24 | — | — | — | 51,648 | 103,296 | 206,592 | | — | — | 1,691,988 | | RSUs – Time-Based(3) | 21-May-24 | 6-May-24 | — | — | — | — | — | — | 68,864 | — | — | 1,095,626 |

  156. 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 2025. Mr. Drumgoole’s amount is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase. Actual amounts earned for fiscal 2025 under the annual cash incentive plan are set forth in column (g) of the Summary Compensation Table. 2.The fiscal 2025 PSUs are earned and vest based 100% on cumulative Free Cash Flow (“FCF”) performance with a modifier of +/- 20% based on relative Total Shareholder Return (“rTSR”) performance, as measured over a three-year performance period. The number of PSUs that may vest ranges from 50% (threshold) to 200% (maximum), inclusive of the modifier. If the FCF performance threshold is not met, no PSUs vest. If the FCF performance threshold is met, the rTSR modifier is then applied, and 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 2027. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. 3.Time-based RSUs do not have a threshold or maximum. The time-based RSUs vest one-third per year on the first three anniversaries of the grant date. 4.Messrs. Wilson and Brady both left the Company in fiscal 2025 and the entirety of their respective fiscal 2025 annual cash incentive plan opportunities, fiscal 2025 PSUs, and fiscal 2025 RSUs were canceled. 5.The amounts shown in Column (m) reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for performance-vesting and service-vesting RSUs granted during the fiscal year. Pursuant to SEC rules, we present the amounts excluding the impact of estimated forfeitures. For additional information on assumptions made in the valuation of these awards, see footnote (3) to the Summary Compensation Table.

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  159. Outstanding Equity Awards at Fiscal Year-End March 31, 2025

    Outstanding Equity Awards at Fiscal Year-End March 31, 2025 The following table provides information on unvested RSUs and PSUs previously granted and held by the NEOs on March 31, 2025. Messrs. Wilson and Brady are excluded from the table as both executives left the Company in fiscal 2025, and all their respective outstanding equity was canceled.

  160. Outstanding Equity Awards at Fiscal Year-End March 31, 2025

    | | | 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 | 3/31/2024 | — | — | 53,3332 | 909,328 | | | 5/21/2024 | 220,6103 | 3,761,401 | 257,3794 | 4,388,312 | | Robert Del Bene | 7/17/2023 | 28,7123 | 489,540 | 64,6045 | 1,101,498 | | | 7/17/2023 | 32,3436 | 551,448 | — | — | | | 5/21/2024 | 110,5513 | 1,884,895 | 82,9134 | 1,413,667 | | Howard Boville | 10/16/2023 | 96,3993 | 1,643,603 | 216,9005 | 3,698,145 | | | 5/21/2024 | 157,4033 | 2,683,721 | 118,0524 | 2,012,787 | | Christopher Drumgoole | 5/31/2022 | 7,5603 | 128,898 | 34,0267 | 580,143 | | | 5/23/2023 | 37,8633 | 645,564 | 85,1935 | 1,452,541 | | | 5/21/2024 | 120,4133 | 2,053,042 | 90,3104 | 1,539,786 | | Matthew K. Fawcett | 5/21/2024 | 63,9453 | 1,090,262 | 47,9594 | 817,701 |

  161. Outstanding Equity Awards at Fiscal Year-End March 31, 2025

    1.The market value of service-vesting shown in column (g) and PSUs shown in Column (i) are based on the $17.05 closing market price of DXC common stock on March 31, 2025. 2.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. 3.Represents the remaining unvested portions of the regular-cycle fiscal 2023, 2024, and 2025 RSUs. Regular-cycle RSUs vest in three equal tranches on the first three anniversaries of the grant date. 4.Represents the threshold number of regular-cycle fiscal 2025 PSUs (50% of target) that are subject to performance-based vesting until the end of fiscal 2027. Regular-cycle fiscal 2025 PSUs are earned and vest based on the performance of a 100% weighted metric of cumulative Free Cash Flow with a +/- 20% modifier based 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 2027. Vesting based on performance is generally subject to the NEO’s continued employment through the end of the third fiscal year. 5.Represents the target number of regular-cycle fiscal 2024 PSUs (100% 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.

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  164. Outstanding Equity Awards at Fiscal Year-End March 31, 2025

    6.Represents the remaining unvested portions of the fiscal 2024 new hire inducement RSU grant for Mr. Del Bene, which vests in two equal tranches on the second and third anniversaries of the grant date. 7.Represents the number of regular-cycle fiscal 2023 PSUs actually earned based on performance through the end of fiscal 2025. Regular-cycle fiscal 2023 PSUs were earned based on the achievement of the maximum 200% vesting of the 50% of target fiscal 2023 PSUs that vested based on cumulative Free Cash Flow performance and 0% vesting of the 50% of target fiscal 2023 PSUs that vested based on relative Total Shareholder Return performance, as measured over the three-year performance period ending March 31, 2025, resulting in the vesting of 100% of target granted shares on May 21, 2025, subsequent to final review and determination by the Compensation Committee after the end of fiscal 2025.

  165. 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 2025, which ended March 31, 2025. No NEO was previously granted stock options.

  166. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Raul J. Fernandez | 12,400 | 253,084 | | Robert Del Bene | 30,529 | 603,558 | | Howard Boville | 48,201 | 1,012,221 | | Christopher Drumgoole | 75,153 | 1,192,132 | | Matthew K. Fawcett | — | — | | Andrew Wilson | — | — | | James M. Brady | 67,391 | 1,069,130 |

  167. 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).

  168. Pension Benefits

    Pension Benefits Our NEOs did not participate in any qualified or nonqualified defined-benefit pension plan during fiscal 2025.

  169. Fiscal 2025 Nonqualified Deferred Compensation

    Fiscal 2025 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. Our fiscal 2025 NEOs did not participate in the Deferred Compensation Plan during fiscal 2025, nor in any prior fiscal years. There were no Company contributions to the Deferred Compensation Plan on behalf of any NEOs for fiscal 2025.

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  172. 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, 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. Mr. Fernandez did not participate in the Severance Plan, but is entitled to certain post-employment benefits under his Employment Agreement. 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 2025 are described below. This description and the amounts in the tables that follow reflect the terms of arrangements in effect on March 31, 2025.

  173. Vesting of Equity Awards

    Vesting of Equity Awards 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 Mr. Fernandez, pursuant to the terms of his Employment Agreement, a termination without Cause or resignation for Good Reason), or termination due to death, Disability, or Retirement (for outstanding equity awards, 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). In May 2025, in connection with the grant of the Special Equity Awards, the Compensation Committee approved the provision of two years of service credit to Mr. Del Bene for purposes of the retirement vesting provisions of his equity awards such that he will be retirement eligible on June 15, 2026. For terminations unrelated to a Change of Control, with the exception of Mr. Fernandez, DXC’s fiscal 2023 and fiscal 2024 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 terminations unrelated to a Change of Control, with the exception of Mr. Fernandez, DXC’s fiscal 2025 RSU awards provide for full continued vesting upon a Retirement (as defined above) one year or more after the grant date or pro-rata accelerated vesting for a Retirement (as defined above) less than one year after the grant date (unless the Compensation Committee determines otherwise), other than for Cause (as defined above). 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, 2025, the last day of fiscal 2025. 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. 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.

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  176. 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, 2025.

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

    | | Cash-based Payments | | Equity-based Payments(1) | | Total Payments(6) | | | Cash Severance(2) ($) | Misc. Benefits Continuation (COBRA)(3) ($) | Performance- Vesting RSUs(4) ($) | Service-Vesting RSUs(5) ($) | (Cash + Equity) ($) | | Raul J. Fernandez | 14,940,000 | — | 10,595,262 | 3,761,401 | 29,296,663 | | Robert Del Bene | 4,168,750 | 24,689 | 3,928,832 | 2,925,882 | 11,048,153 | | Howard Boville | 6,050,000 | 76,374 | 7,723,718 | 4,327,324 | 18,177,416 | | Christopher Drumgoole | 4,840,000 | 77,688 | 5,112,255 | 2,827,504 | 12,857,447 | | Matthew K. Fawcett | 3,445,000 | — | 1,635,385 | 1,090,262 | 6,170,647 |

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

    1.DXC closing stock price of $17.05 on March 31, 2025 was used for equity values. 2.Cash severance for Messrs. Del Bene, Boville, Drumgoole and Fawcett is calculated using two times (the fiscal year end 2025 base salary plus the fiscal 2025 target bonus), plus the pro rata fiscal 2025 target annual cash bonus. Cash severance for Mr. Fernandez is calculated using three times (the fiscal year end 2025 base salary plus the fiscal 2025 target bonus), plus the pro rata fiscal 2025 annual bonus paid. 3.24 months of COBRA (i.e., health care continuation) benefits were used for Messrs. Del Bene, Boville, and Drumgoole. Messrs. Fernandez and Fawcett did not participate in DXC’s group health plan in fiscal 2025. 4.Unvested regular-cycle fiscal 2023, 2024 and 2025 PSUs, and fiscal 2024 CEO 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 2023 PSUs, actual performance achieved as of the assumed Change of Control date of March 31, 2025 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, 2025 would have resulted in 97% vesting of the awards. Fiscal 2024 CEO PSUs are reflected as vesting at target (100%), as actual performance achieved as of the assumed Change of Control date of March 31, 2025 would have resulted in 0% vesting of the award. Fiscal 2025 PSUs are

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

    reflected as vesting at target (100%), as actual performance achieved as of the assumed Change of Control date of March 31, 2025 would have resulted in 84% vesting of the awards 5.Unvested time-vesting restricted stock units (RSUs) were assumed to vest upon a Change of Control. 6.Total Payments do not reflect any potential excise taxes paid by executives subject to Section 280G of the Internal Revenue Code or any potential reduction in the payments to avoid any 280G excise taxes.

  182. 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.

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

    | | | Cash Severance Benefit(1) ($) | Benefits Continuation(2) ($) | Performance- Vesting RSUs(3) ($) | Service- Vesting RSUs(3) ($) | Total Payments ($) | | Raul J. Fernandez | Termination without Cause/for Good Reason | 10,800,000 | — | —(4) | 1,044,833 | 11,844,833 | | | Death/Disability | 2,520,000 | — | 3,834,863(6) | 3,761,401 | 10,116,264 | | Robert Del Bene | Termination without Cause | 1,631,250 | 12,345 | — | — | 1,643,595 | | | Death/Disability | — | — | 1,584,985(6) | 1,040,988 | 2,625,973 | | Howard Boville | Termination without Cause/for Good Reason | 2,350,000 | 38,187 | —(5) | 1,087,882 | 3,476,069 | | | Death/Disability | — | — | 1,849,073(6) | 1,643,603 | 3,492,676 | | Christopher Drumgoole | Termination without Cause/for Good Reason | 1,880,000 | 38,844 | — | — | 1,918,844 | | | Death/Disability | — | — | 2,575,010(6) | 2,827,504 | 5,402,514 | | Matthew K. Fawcett | Termination without Cause | 1,365,000 | — | — | — | 1,365,000 | | | Death/Disability | — | — | 545,128(6) | 1,090,262 | 1,635,390 |

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

    1.Messrs. Del Bene, Boville, Drumgoole and Fawcett are each entitled to base salary plus target annual bonus, payable in a lump sum for a termination without Cause, and for Messrs. Boville and Drumgoole, also for a resignation for Good Reason. Mr. Fernandez is entitled to two times (base salary plus target annual bonus), payable in twenty-four monthly installments following his termination date upon a termination without Cause or for Good Reason, plus a pro rata bonus for the year of employment termination. Mr. Fernandez 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 2025 annual bonus paid is used as the pro rata bonuses described above. 2.Messrs. Del Bene, Boville, and Drumgoole are entitled to 12 months of Company-subsidized COBRA continuation coverage. Messrs. Fernandez and Fawcett did not participate in DXC’s group health plan in fiscal 2025. 3.DXC closing stock price of $17.05 on March 31, 2025 was used for equity values. 4.For Mr. Fernandez, 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, 2025, the potential total value would be $2,925,536, which includes 0% vesting of the fiscal 2024 CEO PSUs based on performance and 50% vesting of the fiscal 2025 PSUs based on performance. In addition, a pro rata portion of Mr. Fernandez’s s regular-cycle time-based RSUs vest based on service during the vesting period. 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, 2025, the potential total value would be $2,623,332, which includes 97% vesting of the fiscal 2024 PSUs based on performance and 50% vesting of the fiscal 2025 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.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).

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  187. Fiscal 2025 CEO Pay Ratio

    Fiscal 2025 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. We used the same median employee in our pay ratio calculation for fiscal 2025 as we used in fiscal 2024, as permitted under the SEC rules, because there has been no change in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. 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; •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 2025 Summary Compensation Table. Our median employee, determined without the application of cost-of-living adjustments, resides in the Philippines. The annual total compensation of the median employee was $28,711. The total compensation of Mr. Fernandez, our CEO, was $16,737,748, 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 583:1.

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  190. 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 2025 Proxy Statement.

  191. 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 ($) | Peer Group TSR(4) ($) | | | | 2025 | 16,737,748 | — | 15,205,065 | — | 6,008,801 | 3,329,598 | 130.65 | 171.67 | 396 | 687 | | 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) |

  192. 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. Mr. Fernandez was the Company’s only PEO for fiscal 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  193. Pay versus Performance Disclosure

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Kenneth P. Sharp | Kenneth P. Sharp | Kenneth P. Sharp | Robert Del Bene | Robert Del Bene | | Mary E. Finch | Mary E. Finch | Mary E. Finch | Howard Boville | Howard Boville | | Vinod Bagal | William L. Deckelman Jr. | Christopher Drumgoole | Christopher Drumgoole | Christopher Drumgoole | | William L. Deckelman Jr. | Vinod Bagal | William L. Deckelman Jr. | James M. Brady | Matthew K. Fawcett | | Paul N. Saleh | | | Kenneth P. Sharp | Andrew Wilson | | Neil Manna | | | | James M. Brady |

  194. 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.

  195. Pay versus Performance Disclosure

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  197. 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.

  198. 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 ($) | Compensation Actually Paid to Mr. Fernandez ($) | | 2025 | 16,737,748 | 11,941,625 | 10,408,942 | 15,205,065 | | 2024 | 9,666,663 | 8,208,431 | 8,208,431 | 9,666,663 | | 2023 | — | — | — | — | | 2022 | — | — | — | — | | 2021 | — | — | — | — |

  199. 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 ($) | Compensation Actually Paid to Mr. Salvino ($) | | 2025 | — | — | — | — | | 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 |

  200. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 6,008,801 | 4,339,205 | 1,660,002 | 3,329,598 | | 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 |

  201. Pay versus Performance Disclosure

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  203. 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:

  204. 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 ($) | Total - Inclusion of Equity Values for Mr. Fernandez ($) | | 2025 | 12,633,169 | (2,224,227) | — | — | — | 10,408,942 | | 2024 | 3,131,714 | — | 5,076,717 | — | — | 8,208,431 | | 2023 | — | — | — | — | — | — | | 2022 | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — |

  205. 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 ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | | 2025 | — | — | — | — | — | — | | 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 |

  206. Pay versus Performance Disclosure

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  208. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 3,234,202 | (1,438,170) | — | (136,030) | — | 1,660,002 | | 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 |

  209. 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, 2025. 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. 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 2025. Free Cash Flow is a non-GAAP measure that is defined as cash flow from operations less capital expenditures. For a reconciliation of Non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measure, see “Appendix - Non-GAAP Financial Measures.”

  210. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2025

    Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2025 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 2025 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.

  211. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2025

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

  212. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2025

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  213. Tabular List of DXC’s Most Important Financial Performance Measures That Link Compensation Actually Paid to the PEO and Non-PEO NEOs for Fiscal 2025

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