UNITED STATES
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|
|
|
|
|
|
|
|
Corporate Office
20408 Bashan Drive,
Suite 231
Ashburn, VA 20147
www.dxc.com
June 13, 2022
Dear Fellow Stockholder,
We hope you and your family are doing well.
The Board of Directors and executive leadership team of DXC Technology are pleased to invite you to join our Annual Meeting of Stockholders on July 26, 2022 at 10:30 a.m. Eastern Time. This will be a virtual meeting of stockholders, conducted via live webcast.
Attend our virtual meeting
You can attend the annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2022. The Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter provide important information and will serve as a guide to the business that will be conducted.
Our transformation journey
We are pleased with the ongoing business momentum that we achieved in fiscal 2022 and with the progress we have made in driving our transformation journey. There is no doubt that DXC is in a better place.
We significantly improved our organic revenue performance, expanded margins, drove strong Adjusted EPS growth, and improved free cash flow by $1.4 billion as compared to fiscal 2021.
We are excited about our future and the clarity that our DXC leadership team has as to what we need to execute within our business in order to meet our long-term targets.
Your vote is important
We encourage you to vote as soon as possible, whether you plan to participate in the meeting or not. You can vote by proxy over the Internet, by telephone or by completing and returning the printed proxy card, or voting instruction card if you are a beneficial owner and requested and received printed proxy materials from your broker, bank or nominee. The printed card includes instructions for returning it by mail.
We value your support and are committed to communicating regularly and openly. Thank you for your continued trust and confidence.
June 12, 2023 Dear Fellow Stockholder, We hope you and your family are doing well. The Board of Directors and executive leadership team of DXC Technology are pleased to invite you to join our Annual Meeting of Stockholders on July 25, 2023 at 10:30 a.m. Eastern Time. This will be a virtual meeting of stockholders, conducted via live webcast. Attend our virtual meeting You can attend the annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC2023. The Notice of Annual Meeting of Stockholders and the Proxy Statement that accompany this letter provide important information and will serve as a guide to the business that will be conducted. Our Transformation Journey For the past three years, we have been laser focused on delivering on our transformation journey and investing significantly in our culture. I am proud of our results. Our clear execution by our talented team in fiscal year 2023 has delivered a better culture, stronger customer relationships, an enhanced sales model, improved financial performance, and we have maintained our investment grade credit profile while returning $1 billion back to stockholders. This strong operational execution resulted in significant stock outperformance for DXC as compared to the market and our peers. The three year TSR for DXC was 113.7%, as compared to 59.0% for the S&P 500 Index and 25.4% for the GICS 4510 Software and Services industry. On a one year basis, DXC’s TSR was -18.5%, ahead of the GICS 4510 Software and Services industry TSR of -35.2%, but below the S&P 500 Index TSR of -9.3%.1 Our team is excited and proud of what we accomplished this year because we have worked hard to get DXC to this point. With the execution momentum we have created, along with our new operating model, we look forward to delivering in fiscal year 2024. Your vote is important We encourage you to vote as soon as possible, whether you plan to participate in the meeting or not. You can vote by proxy over the Internet, by telephone or by completing and returning the printed proxy card, or voting instruction card if you are a beneficial owner and requested and received printed proxy materials from your broker, bank or nominee. The printed card includes instructions for returning it by mail. We value your support and are committed to communicating regularly and openly. Thank you for your continued trust and confidence. | |||||||||||
Corporate Office 20408 Bashan Dr. Suite 231 Ashburn, VA 20147 www.dxc.com | |||||||||||
MICHAEL J. SALVINO Chairman, President and Chief Executive Officer |
|
|
|
|
|
|
|
|
Legal,
12, 2023
Proxy Summary |
25, 2023
DXC2023
Voting:26, 2023
•Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023
•Approval, in a non-binding advisory vote, of our named executive officer compensation
•Approval, in a non-binding advisory vote, of the frequency of holding future non-binding advisory votes on named executive officer compensation
Management Proposals | Vote Recommendation | |||||||||
Proposal No. 1: | Election of each of the | FOR each nominee | ||||||||
Proposal No. 2: | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, | FOR | ||||||||
Proposal No. 3: | Approval, in a non-binding advisory vote, of our named executive officer compensation | FOR | ||||||||
Proposal No. 4: | ONE YEAR |
i |
Proxy Summary |
Name | Age* | Director Since | Independent | Principal Occupation | Other Public Company Boards | |||||
Mukesh Aghi | 66 | 2017 | ● | President and CEO of US-India Strategic Partnership Forum and current member of Hindustan Media Ventures Ltd (HMVL) (India) board | 1 | |||||
Amy E. Alving | 59 | 2017 | ● | Former Chief Technology Officer of Leidos and current member of Fannie Mae and Howmet Aerospace boards | 2 | |||||
David A. Barnes | 66 | 2020 | ● | Former SVP and Chief Information and Global Business Services Officer of UPS | — | |||||
Raul J. Fernandez | 55 | 2020 | ● | Vice Chairman and co-owner of Monumental Sports & Entertainment and current member of Broadcom board | 1 | |||||
David L. Herzog | 62 | 2017 | ● | Former CFO of AIG and current member of MetLife, AMBAC Financial Group and PCCW Limited (Hong Kong) boards** | 3 | |||||
Dawn Rogers | 57 | 2021 | ● | Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer | — | |||||
Michael J. Salvino | 56 | 2019 |
| President and CEO of DXC Technology | — | |||||
Carrie Teffner | 55 | 2022 | ● | Former Interim Executive Chair of the Board of the Ascena Retail Group, former Chief Financial Officer of Crocs and current member of BFA Industries and IDG boards | — | |||||
Akihiko Washington | 64 | 2021 | ● | Former EVP of Worldwide Human Resources for Warner Bros. Entertainment | — | |||||
Robert F. Woods | 67 | 2017 | ● | Former SVP and CFO at SunGard Data Systems Inc. | — |
Name | Age* | Director Since | Independent | Principal Occupation | Other Public Company Boards | ||||||||||||
David A. Barnes | 67 | 2020 | l | Former SVP and Chief Information and Global Business Services Officer of UPS | — | ||||||||||||
Raul J. Fernandez | 56 | 2020 | l | Vice Chairman and co-owner of Monumental Sports & Entertainment and current member of Broadcom board | 1 | ||||||||||||
Anthony Gonzalez | 38 | 2023 | l | Former U.S. Congressman in the United States House of Representatives and current Executive-in-Residence for Alpine Investors | — | ||||||||||||
David L. Herzog Lead Independent Director | 63 | 2017 | l | Former CFO and EVP of AIG and current member of MetLife and Ambac Financial Group boards | 2** | ||||||||||||
Pinkie D. Mayfield | 55 | — | l | Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company and current member of Broadmark Realty Capital board | 1 | ||||||||||||
Karl Racine | 60 | 2023 | l | Former Attorney General of the District of Columbia and current Partner at Hogan Lovells | — | ||||||||||||
Dawn Rogers | 58 | 2021 | l | Director of Human Capital at American Securities LLC and former EVP and Chief Human Resources Officer at Pfizer | — | ||||||||||||
Michael J. Salvino Chairman | 57 | 2019 | Chairman, President and CEO of DXC Technology | — | |||||||||||||
Carrie Teffner | 56 | 2022 | l | Former Interim Executive Chair of the Board of the Ascena Retail Group and former CFO of Crocs | — | ||||||||||||
Akihiko Washington | 64 | 2021 | l | Former EVP of Worldwide Human Resources for Warner Bros. Entertainment | — | ||||||||||||
Robert F. Woods | 68 | 2017 | l | Former SVP and CFO at SunGard Data Systems Inc. | — |
|
|
ii |
Proxy Summary |
2024
iii |
| ||||||||
iv | 2023 Proxy Statement |
Table of Contents |
|
v |
|
Committee of our Board (the Nominating/Corporate Governance Committee).
•Leadership and Management:Includes experience as a senior executive in a global or large public or private organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results.
•Public Company Governance:Governance: Experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests.
Industry:•Industry: Experience in the professional services industry with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers.
•Audit and Financial Expertise:Expertise: Experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.
•Enterprise Transformation and Culture Building:Building: Experience in workforce transformation, restructuring and building a high-performance culture in a complex global or large environment as the landscape for technology services embraces marketplace-led disruption. Experience aligning HR policies and practices to attract, onboard, develop and retain top talent in support of DXC’s strategic talent plan.
1 |
|
•Capital Markets and Treasury:Treasury: Experience globally in raising funds in the debt and equity markets, managing liquidity and managing the complex interplay of operational performance, rating agencies and stockholder relationships.
|
The Nominating/Corporate Governance Committee also considers skills and Information Security: Experience in senior leadership roles at companies in the technology landscape and an understanding of DXC’s enabling technologies. Experience managing information security risks, including an understanding of the information security threat landscape.
(ESG):
Experience related to ESG matters.•integrity and demonstrated high ethical standards;
•sound judgment;
•analytical skills;
•the ability to engage management and each other in a constructive and collaborative fashion; and
•the commitment to devote significant time and energy to service on the Board and its committees.
2022
2 |
Top Skills | Leadership and Management |
Company Governance | Industry |
Financial Expertise |
| Enterprise Transformation and Culture Building | Capital Markets and Treasury |
| Government/Regulatory and Public Policy | |||||||||||||||||||||||||
David A. Barnes | l | l | l | l | l | |||||||||||||||||||||||||||||
Raul J. Fernandez | l | l | l | l | l | l | l | |||||||||||||||||||||||||||
Anthony Gonzalez | l | l | l | l | l | |||||||||||||||||||||||||||||
David L. Herzog | l | l | l | l | l | l | ||||||||||||||||||||||||||||
Mayfield | l | |||||||||||||||||||||||||||||||||
l | l | l | ||||||||||||||||||||||||||||||||
Racine | ||||||||||||||||||||||||||||||||||
l | l | l | l | |||||||||||||||||||||||||||||||
Dawn Rogers | l | l | l | l | ||||||||||||||||||||||||||||||
Michael J. Salvino | l | l | l | l | l | l | ||||||||||||||||||||||||||||
Carrie W. Teffner | l | l | l | l | l | l | ||||||||||||||||||||||||||||
Akihiko Washington | l | l | l | l | l | |||||||||||||||||||||||||||||
Robert F. Woods | l | l | l | l | l | |||||||||||||||||||||||||||||
3 |
|
|
The majority of our Board is diverse based on directors’ self-identified gender, race, ethnicity and/or nationality.
Board Diversity—Background of Director Nominees | ||||||||||||||||||||||||||||||||||||||||
Mukesh Aghi | Amy E. Alving | David A. Barnes | Raul J. Fernandez | David L. Herzog | Dawn Rogers | Michael J. Salvino | Carrie W. Teffner | Akihiko Washington | Robert F. Woods | |||||||||||||||||||||||||||||||
Tenure/Age/Gender |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Years on the Board | 5 | 5 | 2 | 2 | 5 | 1 | 3 | 0 | 1 | 5 | ||||||||||||||||||||||||||||||
Age | 66 | 59 | 66 | 55 | 62 | 57 | 56 | 55 | 64 | 67 | ||||||||||||||||||||||||||||||
Gender | M | F | M | M | M | F | M | F | M | M | ||||||||||||||||||||||||||||||
Race/Ethnicity/Nationality |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
African American/Black |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ● |
|
|
| ||||||||||||
Asian | ● |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ● |
|
|
| ||||||||||||||
White/Caucasian |
|
|
| ● | ● |
|
|
| ● | ● | ● | ● |
|
|
| ● | ||||||||||||||||||||||||
Hispanic/Latinx |
|
|
|
|
|
|
|
|
| ● |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Born Outside the U.S. | ● |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Diversity—Background of Director Nominees | |||||||||||||||||||||||||||||||||||
David Barnes | Raul Fernandez | Anthony Gonzalez | David Herzog | Pinkie Mayfield | Karl Racine | Dawn Rogers | Michael Salvino | Carrie Teffner | Akihiko Washington | Robert Woods | |||||||||||||||||||||||||
Tenure/Age/Gender | |||||||||||||||||||||||||||||||||||
Years on the Board | 3 | 3 | 0 | 6 | 0 | 0 | 2 | 4 | 1 | 2 | 6 | ||||||||||||||||||||||||
Age | 67 | 56 | 38 | 63 | 55 | 60 | 58 | 57 | 56 | 64 | 68 | ||||||||||||||||||||||||
Gender | M | M | M | M | F | M | F | M | F | M | M | ||||||||||||||||||||||||
Race/Ethnicity/Nationality | |||||||||||||||||||||||||||||||||||
African American/Black | l | l | l | ||||||||||||||||||||||||||||||||
Asian | l | ||||||||||||||||||||||||||||||||||
White/ Caucasian | l | l | l | l | l | l | |||||||||||||||||||||||||||||
Hispanic/ Latinx | l | l | |||||||||||||||||||||||||||||||||
Born Outside the U.S. | l |
4 |
|
|
|
Dr. Aghi has served as a member of our Board since April 1, 2017. Since 2017, Dr. Aghi has been the President and CEO of U.S.-India Strategic Partnership Forum (USISPF), a strategic policy organization focused on fostering a stronger relation between the two democracies. Dr. Aghi has over 35 years of experience in international business and IT environment. Earlier, Dr. Aghi served as Chief Executive Officer of L&T Infotech from 2012 to 2015, where he expanded the business internationally, and as Chairman and CEO of Steria India Ltd. from 2007 to 2012. Additionally, Dr. Aghi was the founding CEO of Universitas 21 Global, the world’s largest consortium of research-led universities and global leader in providing post-graduate online education. He was also the President of IBM India for IBM Corporation and worked at Ariba and J.D. Edwards. Dr. Aghi is a member of the board of directors of Hindustan Media Ventures Ltd (HMVL) (India) and a Trustee at the Claremont Graduate University.
Qualifications: Dr. Aghi brings to the DXC Board of Directors extensive leadership and management experience, including global and international business experience and a broad understanding of the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. Dr. Aghi has strong experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these, and robust enterprise transformation and culture-building experience.
David A. Barnes Age: 67 Director Since: 2020 | DXC Committees: •Audit • Nominating/Corporate Governance | Other Public Company Boards: Former (Past Five Years): •Hertz Global Holdings, Inc. •Ingram Micro Inc. | |||||||||
| |||||||||||
Mr. Barnes has served as a member of our Board since August 13, 2020. He is the former Senior Vice President, Chief Information and Global Business Services Officer of United Parcel Service, Inc. (UPS), a role he served from 2011 to 2016. From 2005 to 2011, Mr. Barnes served as Senior Vice President and Chief Information Officer for UPS. UPS is one of the world’s largest global package delivery companies, a provider of global supply chain management and advanced logistic & health care solutions, and an operator of one of the world’s largest airlines. In his role as Chief Information Officer of UPS and a member of the UPS Management Committee, Mr. Barnes was responsible for all aspects of UPS technology utilized in over 220 countries and territories. He also chaired the UPS Information Technology Governance Committee responsible for global technology strategy, architecture, mobility, hardware design, and research and development. In addition, he was responsible for information security, served as Co-Chair of the Enterprise Risk Committee, and was a member of the UPS Corporate Strategy and the Finance Committees. Prior to serving as a member of the UPS Management Committee, he held a number of key leadership positions throughout his 39-year career at UPS in areas including technology development, operations, UPS airline, international custom house brokerage, mergers and acquisitions, and finance. Mr. Barnes has also served as Senior Advisor for Bridge Growth Partners LLC (Bridge Growth), a private equity fund, since 2016 and in this capacity serves as a member of the board of directors for several privately held companies in Bridge Growth’s technology investment portfolio. Mr. Barnes also served as a director of Hertz Global Holdings, Inc. from May 2016 to August 2021 and of Ingram Micro Inc., a global technology and supply chain service provider, from June 2014 to December 2016, where he was a member of the Audit Committee and chair of the Technology Committee. Mr. Barnes serves as a director for Solace Corporation, a software company, since 2016, where he serves on the Audit Committee, and Syniti, a software and services company, since 2017, where he serves on the Audit and Technology Committees. Qualifications: Mr. Barnes brings to the DXC Board of Directors robust experience managing information security risks, including an understanding of the information security threat landscape and of DXC’s enabling technologies. He also has strong leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Mr. Barnes has extensive experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, and processes to effectively manage and monitor these in support of stockholders’ interests. Mr. Barnes also brings to the Board broad experience in the professional services industry, with an understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers, as well as experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. |
| 5 |
|
|
|
Dr. Alving has served as a member of our Board since April 1, 2017. Dr. Alving is the former Senior Vice President and Chief Technology Officer of Leidos Holdings, Inc. (formerly Science Applications International Corporation (SAIC)), one of the nation’s top defense sector providers of hardware, software and services, where she worked from 2005 to 2013. From 2007 to 2013, she was SAIC’s Chief Technology Officer, where she was responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy. Prior to joining SAIC, Dr. Alving was the director of the Special Projects Office (SPO) at the Defense Advanced Research Projects Agency (DARPA) until 2005, where she was a member of the federal Senior Executive Service. Prior to her time at DARPA, Dr. Alving was a White House Fellow serving as a senior technical advisor to the Deputy Secretary of Commerce from 1997 until 1998. Dr. Alving is a member of the board of directors of the Federal National Mortgage Association (Fannie Mae) and Howmet Aerospace, Inc. (formerly named Arconic Inc.). She is also a member of the Defense Science Board and the board of trustees of Princeton University.
Qualifications: Dr. Alving brings to the DXC Board of Directors extensive technology and innovation experience across multiple sectors, an understanding of DXC’s enabling technologies and experience managing information security risks, including an understanding of the information security threat landscape. Dr. Alving has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Dr. Alving also has extensive experience in the professional services industry, with a robust understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. She brings to the Board strong public company governance experience and leadership and management experience as well as audit and financial expertise, including an understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.
|
|
|
|
Mr. Barnes has served as a member of our Board since August 13, 2020. He is the former Senior Vice President, Chief Information and Global Business Services Officer of United Parcel Service, Inc. (UPS), a role he served from 2011 to 2016. From 2005 to 2011, Mr. Barnes served as Senior Vice President and Chief Information Officer for UPS. UPS is one of the world’s largest global package delivery companies, a provider of global supply chain management and advanced logistic & health care solutions, and an operator of one of the world’s largest airlines. In his role as Chief Information Officer of UPS and a member of the UPS Management Committee, Mr. Barnes was responsible for all aspects of UPS technology utilized in over 220 countries and territories. He also chaired the UPS Information Technology Governance Committee responsible for global technology strategy, architecture, mobility, hardware design, and research and development. In addition, he was responsible for information security, served as Co-Chair of the Enterprise Risk Committee, and was a member of the UPS Corporate Strategy and the Finance Committees. Prior to serving as a member of the UPS Management Committee, he held a number of key leadership positions throughout his 39-year career at UPS in areas including technology development, operations, UPS airline, international custom house brokerage, mergers and acquisitions, and finance. Mr. Barnes has also served as Senior Advisor for Bridge Growth Partners LLC (Bridge Growth), a private equity fund, since 2016 and in this capacity serves as a member of the board of directors for several privately held companies in Bridge Growth’s technology investment portfolio. Mr. Barnes also served as a director of Hertz Global Holdings, Inc. from May 2016 to August 2021 and of Ingram Micro Inc., a global technology and supply chain service provider, from June 2014 to December 2016, where he was a member of the Audit Committee and chair of the Technology Committee. Mr. Barnes serves as a director for Solace Corporation, a software company, since 2016, where he serves on the Audit Committee, and Syniti, a software and services company, since 2017, where he serves on the Audit and Technology Committees.
Qualifications: Mr. Barnes brings to the DXC Board of Directors robust experience managing information security risks, including an understanding of the information security threat landscape and of DXC’s enabling technologies. He also has strong leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Mr. Barnes has extensive experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices and policies, and processes to effectively manage and monitor these in support of stockholders’ interests. Mr. Barnes also brings to the Board broad experience in the professional services industry, with an understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers, as well as experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.
Raul J. Fernandez Age: 56 Director Since: 2020 | DXC Committees: •Nominating/Corporate Governance (chair) | Other Public Company Boards: Current: •Broadcom, Inc. Former (Past Five Years): •GameStop Corp. •Capitol Investment Corp. V | |||||||||
| |||||||||||
Mr. Fernandez has served as a member of our Board since August 13, 2020. He is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership that owns some of Washington, D.C.’s major sports franchises, including the Women’s National Basketball Association’s Washington Mystics, the National Hockey League’s Washington Capitals, the National Basketball Association’s Washington Wizards and the Wizards District Gaming NBA 2K team. The partnership also owns and operates Capital One Arena, Washington, D.C.’s premier sports and entertainment complex, and NBC Sports Washington, a regional sports network operating in the mid-Atlantic region. He is a Special Advisor to and a Limited Partner of Carrick Capital Partners, a private equity firm, and a member of the Strategic Advisory Board and a Limited Partner of Volition Capital, a growth equity firm. He founded and was Chief Executive Officer of Proxicom, Inc. (NASDAQ: PXCM), a global provider of e-commerce solutions for Fortune 500 companies, from its inception in 1991 until its acquisition by Dimension Data (LSE: DDT) in 2001. He was Chairman and Chief Executive Officer of ObjectVideo, Inc., a developer of intelligent video surveillance software, from January 2004 to March 2017. He was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez currently serves on the board of directors of Broadcom, Inc. (NASDAQ: AVGO), a global technology leader in semiconductor and infrastructure software solutions. He also served as a director of Capitol Investment Corp. V from October 2020 to July 2021, GameStop Corp. from April 2019 to June 2021 and Kate Spade & Co. from 2001 until its acquisition by Coach, Inc. in July 2017, and as Chairman of the board of Proxicom from 1991 until its acquisition in 2001. Qualifications: Mr. Fernandez brings to the DXC Board of Directors extensive leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results. Mr. Fernandez has strong experience in the technology landscape and with overseeing information security risks, including an understanding of the information security threat landscape and of DXC’s enabling technologies. Mr. Fernandez also brings to the Board experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, and policies and processes to effectively manage and monitor these in support of stockholders’ interests, as well as experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. |
6 |
| 2023 Proxy Statement |
|
|
|
Mr. Fernandez has served as a member of our Board since August 13, 2020. He currently is Vice Chairman and co-owner of Monumental Sports & Entertainment, a private partnership that owns some of Washington, D.C.’s major sports franchises, including the WNBA’s 2019 Champion Washington Mystics, the NHL’s 2018 Stanley Cup Champion Washington Capitals, the Washington Wizards, and the NBA 2K League’s 2020 and 2021 Champion Wizards District Gaming. The partnership also owns and operates Washington, D.C.’s premier sports and entertainment complex, Capital One Arena. He is also a Senior Advisor and Limited Partner to General Atlantic Partners, a growth equity firm with more than $84 billion of assets under management. Well-known in the tech industry as the founder of Proxicom (NASDAQ: PXCM), which under his leadership evolved into a prominent global provider of e-commerce solutions for Fortune 500 companies, Mr. Fernandez guided the growth of Proxicom from its launch in 1991 to public listing in 1999. Proxicom was acquired by Dimension Data (LSE: DDT) in an all-cash transaction valued at $450 million. From 2000 to 2002, he served as Chief Executive Officer for Dimension Data North America, an information systems integration company, and as a Director of its parent company, Dimension Data Holdings Plc, in 2001. He also served from 2004 to 2017 as Chairman and CEO for ObjectVideo, a leading developer of intelligent video surveillance software, which was sold to Alarm.com. He has also previously served as a member of the President’s Council of Advisors on Science and Technology.
Mr. Fernandez currently serves on the Board of Directors at Broadcom, Inc. (NASDAQ: AVGO), a global technology leader in semiconductor and infrastructure software solutions. He also served as a director of Kate Spade & Co. from 2001 to 2017, of GameStop Corp. from April 2019 to June 2021, and of Capitol Investment Corp. V from October 2020 to July 2021. Mr. Fernandez also sits on the Board of Directors of URBANEER, an urban innovation company designing and engineering next generation living spaces, is on the Strategic Advisory Board of Volition Capital, a Boston-based growth equity firm, and is a Special Advisor to Carrick Capital Partners, a growth-oriented investment firm. Mr. Fernandez is an active technology investor in disruptive companies, including Cloud9 eSports, SyncThink, Radius Networks, SUGARFISH, Professional Fighters League (MMA), and RemoteRetail.
Qualifications: Mr. Fernandez brings to the DXC Board of Directors extensive leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results. Mr. Fernandez has strong experience in capital markets and with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of stockholders’ interests. Mr. Fernandez also has experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent, as well as experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers.
|
|
|
|
Mr. Herzog has served as a member of our Board since April 1, 2017. Mr. Herzog served as the Chief Financial Officer and Executive Vice President of American International Group (AIG) from 2008 to 2016. Mr. Herzog served as Senior Vice President and Comptroller of AIG from June 2005 to October 2008, Chief Financial Officer for worldwide life insurance operations from April 2004 to June 2005 and Vice President, Life Insurance from 2003 to 2004. In addition, Mr. Herzog has served in other senior officer positions for AIG and its subsidiaries, including as the Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG. Previously, Mr. Herzog served in various executive positions at GenAmerica Corporation and Family Guardian Life, a Citicorp company, and at a large accounting firm that is now part of PricewaterhouseCoopers LLP. In addition, Mr. Herzog holds the designations of Certified Public Accountant and Fellow, Life Management Institute. Mr. Herzog is also a member of the Board of Directors and chair of the Audit Committees of MetLife Inc. and of Ambac Financial Group, Inc. He is also a member of the Board of Directors of PCCW Limited (Hong Kong).
* On May 17, 2022, the Company announced that David Herzog will become Lead Independent Director (LID) effective after our 2022 Annual Meeting of Stockholders. In connection with his appointment as LID, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as LID for the Company.
Qualifications: Mr. Herzog has extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. Mr. Herzog brings more than three decades of life insurance and financial service expertise to DXC, and his financial and international business experience in the oversight of AIG and its subsidiaries uniquely positions him to enhance stockholder value by leveraging his financial and risk management expertise and deep understanding of the insurance business. Mr. Herzog also has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience.
Anthony Gonzalez Age: 38 Director Since: 2023 | DXC Committees: •Compensation | ||||||||||
| |||||||||||
Mr. Gonzalez has served as a member of our Board since January 5, 2023. He currently is an Executive in Residence for Alpine Investors, a private equity firm, since March 2023. Mr. Gonzalez is a former U.S. Congressman for Ohio’s 16th Congressional District in the United States House of Representatives, where he served from 2019 until January 2023. Mr. Gonzalez served on the House Financial Services Committee and the Committee on Science, Space, and Technology. Additionally, he served on the House China Task Force and the Select Committee on the Climate Crisis. His legislative areas of focus included capital markets, financial technology, and climate change while he also proudly served as the Vice Ranking Member of the Diversity and Inclusion Subcommittee on Financial Services. A graduate of The Ohio State University and Stanford University’s Graduate School of Business, Mr. Gonzalez played five seasons in the National Football League where he was a first-round draft pick of the Indianapolis Colts. Upon retiring from the NFL in 2012 and earning his Masters in Business Administration in 2014, Mr. Gonzalez served as the Director of Business Development and Corporate Development for Beneco, Inc. from June 2014 until June 2015, where he was a Board Observer and helped stabilize the business through a change of ownership and multiple CEO transitions. In July 2015, he joined InformedK12 (formerly Chalk Schools) where he served as Chief Operating Officer and led all commercial and business functions for the company until June 2017, helping to triple the size of the business. Qualifications: Mr. Gonzalez brings to the DXC Board of Directors extensive regulatory and policy-making experience in business, government, technology, and public service as well as on ESG matters, including climate-related matters, from his service in the United States House of Representatives. He has experience in workforce transformation, restructuring and building a high-performance culture in a complex large environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan. Mr. Gonzalez also brings to the Board broad leadership and management experience with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation and driving results, as well as experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, digital transformation, innovation, customers, marketplace dynamics and success drivers. |
| 7 |
|
|
Ms. Rogers has served as a member of our Board since March 4, 2021. She is a global human resources executive with 35 years of experience in companies large and small, with deep expertise in the United States, Europe and emerging markets. She has built innovative HR organizations and high-impact teams focused on business outcomes and employee experience and engagement. Ms. Rogers has successfully led executive transitions, culture transformations, and large-scale M&A and business change programs. Ms. Rogers is currently Director of Human Capital at American Securities LLC, where she provides leadership and support to the firm’s portfolio of companies in all areas of human capital management. Prior to joining American Securities, she was the Executive Vice President and Chief Human Resources Officer at Pfizer Inc. Ms. Rogers’ career with Pfizer spanned more than 20 years across their global businesses, working as a key member of the executive team supporting growth and innovation. Prior to Pfizer, she was Senior Director of Human Resources at Kos Pharmaceuticals, where she established the human resources function and built their commercial organization in preparation for their first product launch and IPO. Ms. Rogers also held human resources positions at Earth Tech and The Ares Serono Group/Serono Diagnostics.
Qualifications: Ms. Rogers brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan. Ms. Rogers has robust leadership and management experience, including experience in a global organization, with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She also has strong experience with corporate and board governance, including oversight of executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests, as well as experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions.
|
|
Mr. Salvino became the President and Chief Executive Officer of DXC in September 2019 and has been a member of the Board of Directors of DXC since May 2019. Prior to joining DXC, Mr. Salvino served as Managing Director of Carrick Capital Partners from 2016 to 2019. Prior to his tenure at Carrick, from 2009 to 2016, Mr. Salvino served as group chief executive of Accenture Operations, one of Accenture’s five businesses, where he led a team of more than 100,000 consulting and outsourcing professionals focused on providing business process outsourcing, infrastructure, security and cloud services to deliver business value and drive productivity and digital improvements for clients. Prior to that, he held leadership roles in the HR outsourcing business at Hewitt Associates Inc. and as President of the Americas Region at Exult Inc. Mr. Salvino is a board member of the Atrium Health Foundation, the largest healthcare system in the Carolinas, where he serves on the Investment Oversight Committee for both the hospital and the foundation. Mr. Salvino graduated from Marietta College with a Bachelor of Science degree in industrial engineering. He is a member of the Board of Visitors of the Duke University Pratt School of Engineering.
Qualifications: Mr. Salvino brings to the DXC Board of Directors extensive experience in the professional services industry, with a robust understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers. Mr. Salvino has broad experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of DXC’s transformation journey. Mr. Salvino also brings to the Board strong leadership and management experience and public company governance experience. In addition, the Board believes that his expertise and perspective in operations, digital, artificial intelligence and security, and strong international business experience, qualify Mr. Salvino to serve as our President and Chief Executive Officer and, effective after our 2022 Annual Meeting of Stockholders, to also serve as Chairman of the Board.
David L. Herzog Age: 63 Director Since: 2017 | DXC Committees: •Audit • Compensation • Nominating/Corporate Governance | Other Public Company Boards: Current:* •Metlife, Inc. •Ambac Financial Group, Inc. Former (Past Five Years): •PCCW Limited (Hong Kong) | |||||||||
| |||||||||||
Mr. Herzog has served as a member of our Board since April 1, 2017 and as Lead Independent Director since July 26, 2022. Mr. Herzog served as the Chief Financial Officer and Executive Vice President of American International Group (AIG) from 2008 to 2016. Mr. Herzog served as Senior Vice President and Comptroller of AIG from June 2005 to October 2008, Chief Financial Officer for worldwide life insurance operations from April 2004 to June 2005 and Vice President, Life Insurance from 2003 to 2004. In addition, Mr. Herzog has served in other senior officer positions for AIG and its subsidiaries, including as the Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG. Previously, Mr. Herzog served in various executive positions at GenAmerica Corporation and Family Guardian Life, a Citicorp company, and at a large accounting firm that is now part of PricewaterhouseCoopers LLP. In addition, Mr. Herzog holds the designations of Certified Public Accountant and Fellow, Life Management Institute. Mr. Herzog is currently also a member of the board of directors and chair of the Audit Committees of MetLife Inc. and of Ambac Financial Group, Inc. He previously served as a member of the board of directors of PCCW Limited (Hong Kong) from November 2017 to July 2022. *Mr. Herzog is not standing for reelection at the 2023 annual meeting of stockholders of Ambac Financial Group, Inc. to be held on June 22, 2023. Therefore, as of the conclusion of Ambac’s 2023 annual meeting of stockholders, Mr. Herzog will serve on the board of one public company other than DXC. Qualifications: Mr. Herzog has extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. Mr. Herzog brings more than three decades of life insurance and financial service expertise to DXC, and his financial and international business experience in the oversight of AIG and its subsidiaries uniquely positions him to enhance stockholder value by leveraging his financial and risk management expertise and deep understanding of the insurance business. Mr. Herzog also has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience. In addition, the Board believes that his extensive leadership and management experience qualifies Mr. Herzog to serve as Lead Independent Director of the Board and to help ensure effective, independent oversight and an appropriate balance between management and the independent directors of the Board. |
8 |
| 2023 Proxy Statement |
|
|
|
Ms. Teffner has served as a member of our Board since April 21, 2022. Ms. Teffner is a strategic, financial, and operational executive with over 30 years of experience assisting consumer product and retail companies to grow their businesses worldwide. Ms. Teffner’s career has been marked by leading successful large-scale transformational initiatives thanks to her ability to engage, inspire and lead organizations through significant change. She has served on the board of directors of BFA Industries since February 2021 and International Data Group (IDG) since December 2021. Prior to that, Ms. Teffner served on the Ascena Retail Group Board of Directors, first as a member of the board from October 2018 to May 2019 and then as interim executive chair from May 2019 to March 2021. She also served on the GameStop Board of Directors from September 2018 to June 2021. Before her most recent board roles, Ms. Teffner was at Crocs for four years, where she served as EVP of Finance and Strategic Projects from August 2018 to April 2019, as EVP and Chief Financial Officer from December 2015 to August 2018, and as a member of the board of directors from June 2015 to December 2015. Prior to Crocs, she was the EVP and Chief Financial Officer of PetSmart, a Fortune 300 company, from June 2013 to June 2015. Prior to that, Ms. Teffner was the EVP and Chief Financial Officer of Weber Stephen Products from October 2011 to May 2013 and the Chief Financial Officer of Timberland from September 2009 to September 2011. Ms. Teffner spent the first 21 years of her career with Sara Lee Corporation, a Fortune 100 company, where she held various domestic and international roles, including division and segment Chief Financial Officer roles and Corporate Treasurer.
Qualifications: Ms. Teffner brings to the DXC Board of Directors extensive experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. She has broad capital markets and treasury experience as well as enterprise transformation and culture-building experience. Ms. Teffner also has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She brings strong experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent.
|
|
|
Mr. Washington has served as a member of our Board since March 4, 2021. He retired from Warner Bros. Entertainment as Executive Vice President of Worldwide Human Resources, where he served in that role from 2009 until December 2020 and was responsible for managing the company’s global HR department, including organizational planning and development, recruitment, compensation and benefits, employee training and development, employee relations, employee communications, inclusion and belonging, shared services and work-life initiatives. He joined Warner Bros. in 2000 as Senior Vice President of Worldwide Human Resources. Mr. Washington is a proven leader in shaping cultures and human resources initiatives globally. His professional experience spans serving as Vice President of Human Resources at Time Warner and 15 years as Vice President of Human Resources at HBO.
Qualifications: Mr. Washington brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan.
Mr. Washington has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. He also has strong experience in the professional services industry, with a good understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers as well as experience with corporate and board governance, including oversight of compliance, risk, regulatory requirements, executive compensation practices, and policies and processes to effectively manage and monitor these in support of the stockholders’ interests.
Pinkie D. Mayfield Age: 55 | Other Public Company Boards: Current: •Broadmark Realty Capital Inc. | ||||||||||
| |||||||||||
Ms. Mayfield is the Chief Communications Officer and Vice President of Corporate Affairs at Graham Holdings Company (formerly The Washington Post Company), a diversified conglomerate whose principal operations include education and media. In her current role since 2015, Ms. Mayfield is responsible for corporate affairs, public relations, communications and strategic initiatives. Since joining Graham Holdings in 1998, she has held several executive leadership positions. Prior to joining Graham Holdings, Ms. Mayfield was a Vice President and Trust Officer at NationsBank (now Bank of America) in the Investment Services Division. A director of Founders Bank, a Washington D.C.-based community bank, she has chaired the audit committee since joining the board in 2020. Ms. Mayfield also currently serves as a member of the board of directors of Broadmark Realty Capital Inc. and as the treasurer of the board of directors of the District of Columbia College Access Program and a trustee of the Philip L. Graham Fund. Ms. Mayfield graduated magna cum laude with a B.A. in business administration from Trinity Washington University and earned an M.B.A. from the University of Maryland University College. Qualifications: Ms. Mayfield is a seasoned finance and banking executive with experience in multiple sectors who brings to the Board extensive leadership and management experience, including in public relations, corporate affairs, communications, and investor relations. She brings a diverse perspective to the Board as well as experience with corporate and board governance, including assessing enterprise risk, regulatory requirements, executive compensation practices and policies and processes to effectively manage and monitor these areas, in support of the stockholders’ interests. Ms. Mayfield also has experience and understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. |
9 |
| |||||||||||
Karl Racine Age: 60 Director Since: 2023 | DXC Committees: •Nominating/Corporate Governance | Other Public Company Boards: Current: •SHF Holdings, Inc. | |||||||||
Mr. Racine has served as a member of our Board since January 5, 2023. Mr. Racine is the former Attorney General of the District of Columbia. He was sworn in as the District of Columbia’s first elected Attorney General in 2015 and was reelected to a second term in 2018, where he served until January 2, 2023. As Attorney General, Mr. Racine was front-and-center on emerging issues that intersect with artificial intelligence, big data, privacy and competition law. He has been a national leader in holding big tech companies accountable and fighting for the privacy rights of consumers. Lawsuits he pioneered as Attorney General have been credited with bringing issues–such as geolocation tracking and inadequate data protection–into the national spotlight and are being replicated by bipartisan attorneys general across the country. Outside of litigation, Mr. Racine has been a vocal advocate calling on tech companies to be responsible content moderators. After the January 6th insurrection, Mr. Racine's advocacy prompted Facebook to take down targeted ads of military tactical gear and weapons accessories until after the inauguration. Mr. Racine is a partner at Hogan Lovells LLP since January 2023. He also serves on the board of directors of SHF Holdings, Inc., a financial services technology firm that serves the regulated cannabis industry. In 2021, Mr. Racine served as President of the bipartisan National Association of Attorneys General (NAAG). In 2022, NAAG awarded him the highest honor bestowed to a sitting Attorney General—the Kelley-Wyman Award. Mr. Racine draws on over 30 years of legal and leadership experience. Over the course of his career, he has worked at the D.C. Public Defender Service, where he represented District residents who could not afford a lawyer, served as Associate White House Counsel to President Bill Clinton, and worked on criminal cases and complex civil litigation at private firms. While in private practice, he was elected managing partner of his firm, Venable LLP, and became the first African-American managing partner of a top-100 American law firm. Qualifications: Mr. Racine is a seasoned lawyer and politician who brings to the DXC Board of Directors extensive legal and leadership experience. He brings a diverse perspective to the Board as well as broad regulatory and policy-making experience in government, public service and ESG matters. The Board believes Mr. Racine’s legal background can assist in fulfilling the Board’s oversight responsibilities as to ESG matters and legal and regulatory compliance and regulatory authority engagement. |
10 | 2023 Proxy Statement |
| ||||||||||||
Dawn Rogers Age: 58 Director Since: | DXC Committees: • | |||||||||||
Ms. Rogers has served as a member of our Board since March 4, 2021. She is a global human resources executive with 35 years of experience in companies large and small, with deep expertise in the United States, Europe and emerging markets. She has built innovative HR organizations and high-impact teams focused on business outcomes and employee experience and engagement. Ms. Rogers has successfully led executive transitions, culture transformations, and large-scale M&A and business change programs. Ms. Rogers is currently Director of Human Capital at American Securities LLC, where she provides leadership and support to the firm’s portfolio of companies in all areas of human capital management. Prior to joining American Securities, she was the Executive Vice President and Chief Human Resources Officer at Pfizer Inc. Ms. Rogers’ career with Pfizer spanned more than 20 years across their global businesses, working as a key member of the executive team supporting growth and innovation. Prior to Pfizer, she was Senior Director of Human Resources at Kos Pharmaceuticals, where she established the human resources function and built their commercial organization in preparation for their first product launch and IPO. Ms. Rogers also held human resources positions at Earth Tech and The Ares Serono Group/Serono Diagnostics. Qualifications: Ms. Rogers brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment as well as aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan. Ms. Rogers has robust leadership and management experience, including experience in a global organization, with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She also has strong experience with ESG matters and with corporate governance, including oversight of human capital management and executive compensation practices. |
11 |
Michael J. Salvino Age: 57 Director Since: 2019 | |||||||||||
Mike Salvino serves as Chairman, President and Chief Executive Officer of DXC. He was appointed Chief Executive Officer of DXC in 2019, has been a member of the Board of Directors since May 2019, and became Chairman of the Board of Directors of DXC effective July 2022. Mr. Salvino has expertise in transforming businesses by building better cultures, strengthening customer relationships, and focusing on a company’s financial foundation. At DXC he has also focused on reducing debt, better managing capital allocation, and driving growth through expanded margin, earnings per share (EPS) and free cash flow (FCF). Prior to joining DXC, Mr. Salvino served as managing director of Carrick Capital Partners from 2016 to 2019. Prior to his tenure at Carrick, from 2009 to 2016, Mr. Salvino served as group chief executive of Accenture Operations, one of Accenture’s five businesses, where he led a team of more than 100,000 consulting and outsourcing professionals focused on providing business process outsourcing, infrastructure, security and cloud services to deliver business value and drive productivity and digital improvements for clients. Prior to that, he held leadership roles in the HR outsourcing business at Hewitt Associates Inc. and as president of the Americas Region at Exult Inc. Mike is a board member of the Atrium Health Foundation, the largest healthcare system in the Carolinas, where he serves on the Investment Oversight Committee for both the hospital and the foundation. Mr. Salvino graduated from Marietta College with a BS degree in industrial engineering. He is a member of the Board of Visitors of the Duke University Pratt School of Engineering. Qualifications: Mr. Salvino brings to the DXC Board of Directors extensive experience in the professional services industry, with a robust understanding of DXC’s strategy, offerings, enabling technologies, digital transformation, innovation, customers, marketplace dynamics and success drivers. Mr. Salvino has broad experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of DXC’s transformation journey. Mr. Salvino also brings to the Board strong leadership and management experience and public company governance experience. In addition, the Board believes that his expertise and perspective in operations, digital, artificial intelligence and security, and strong international business experience, qualify Mr. Salvino to serve as our Chairman, President and Chief Executive Officer. |
12 | 2023 Proxy Statement |
Carrie W. Teffner Age: 56 Director Since: 2022 | DXC Committees: •Audit | Other Public Company Boards: Former (Past Five Years): •Avaya Holdings •GameStop Corp. •Ascena Retail Group | |||||||||
Ms. Teffner has served as a member of our Board since April 21, 2022. Ms. Teffner is a strategic, financial, and operational executive with over 30 years of experience assisting consumer product and retail companies to grow their businesses worldwide. Ms. Teffner’s career has been marked by leading successful large-scale transformational initiatives thanks to her ability to engage, inspire and lead organizations through significant change. She serves on the boards of directors of BFA Industries since February 2021 and of International Data Group (IDG) since February 2022. Prior to that, Ms. Teffner served on the Ascena Retail Group board of directors, first as a member of the board from October 2018 to May 2019 and then as interim executive chair from May 2019 to March 2021. She also served on the GameStop board of directors from September 2018 to June 2021 and on the board of directors of Avaya Holdings from February 2023 to May 2023. Before her most recent board roles, Ms. Teffner was at Crocs for four years, where she served as EVP of Finance and Strategic Projects from August 2018 to April 2019, as EVP and Chief Financial Officer from December 2015 to August 2018, and as a member of the board of directors from June 2015 to December 2015. Prior to Crocs, she was the EVP and Chief Financial Officer of PetSmart, a Fortune 300 company, from June 2013 to June 2015. Prior to that, Ms. Teffner was the EVP and Chief Financial Officer of Weber Stephen Products from October 2011 to May 2013 and the Chief Financial Officer of Timberland from September 2009 to September 2011. Ms. Teffner spent the first 21 years of her career with Sara Lee Corporation, a Fortune 100 company, where she held various domestic and international roles, including division and segment Chief Financial Officer roles and Corporate Treasurer. Qualifications: Ms. Teffner brings to the DXC Board of Directors extensive leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. She has a robust understanding of accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. Ms. Teffner also brings to the Board extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, as well as broad capital markets and treasury experience. She also has experience managing information security risks, including an understanding of the information security threat landscape. |
13 |
Akihiko Washington Age: 64 Director Since: 2021 | DXC Committees: •Compensation (chair) | ||||||||||
Mr. Washington has served as a member of our Board since March 4, 2021. He retired from Warner Bros. Entertainment as Executive Vice President of Worldwide Human Resources, where he served in that role from 2009 until December 2020 and was responsible for managing the company’s global HR department, including organizational planning and development, recruitment, compensation and benefits, employee training and development, employee relations, employee communications, inclusion and belonging, shared services and work-life initiatives. He joined Warner Bros. in 2000 as Senior Vice President of Worldwide Human Resources. Mr. Washington is a proven leader in shaping cultures and human resources initiatives globally. His professional experience spans serving as Vice President of Human Resources at Time Warner and 15 years as Vice President of Human Resources at HBO. Qualifications: Mr. Washington brings to the DXC Board of Directors extensive experience in workforce transformation, restructuring and building a high-performance culture in a complex global environment, and aligning HR policies and practices to attract, onboard, develop and retain top talent in support of the Company’s strategic talent plan. Mr. Washington has robust leadership and management experience, including experience in a global organization with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. He also has strong experience in the professional services industry, with a good understanding of DXC’s strategy, as well as experience with ESG matters and with corporate governance, including oversight of human capital management, executive compensation practices. |
14 | 2023 Proxy Statement |
Robert F. Woods Age: 68 Director Since: 2017 | DXC Committees: •Audit (chair) | ||||||||||
Mr. Woods has served as a member of our Board since April 1, 2017. Mr. Woods served as Senior Vice President of Finance and Chief Financial Officer of SunGard Data Systems, Inc. from 2010 to 2012. Prior to that, from 2004 to 2009, Mr. Woods served as Senior Vice President and Chief Financial Officer of IKON Office Solutions, Inc., a document management systems and services public company. Mr. Woods also served as Vice President and Controller of IBM Corporation from 2002 to 2004 and Vice President and Treasurer of IBM Corporation from 2000 to 2002. He served on the board of directors and the Audit Committee of Computer Sciences Corporation from 2015 to 2017. Mr. Woods also served as a director of Insight Enterprises, Inc., from 2009 to 2011 and as a member of its Audit and Compensation Committees. Qualifications: As the former Chief Financial Officer of two publicly traded companies and having served as an audit committee member of two other publicly traded companies, Mr. Woods brings to the DXC Board of Directors extensive financial experience globally including raising funds in the debt and equity markets, managing liquidity, and managing the complex interplay of operational performance, rating agencies and stockholder relationships. He has strong leadership and management experience, including experience in a global organization, with practical skills and insights around setting business strategy, overseeing operations, driving cost leadership, facilitating change management, leading transformation, and driving results. Mr. Woods also brings to the Board public company governance experience and robust experience and understanding of areas such as accounting policies and standards, financial reporting, disclosure requirements, financial statements, internal controls, audit (internal and external), complex financial transactions, capital allocation, and mergers and acquisitions. |
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.
each of these 1011 nominees for director.
15 |
|
2024
questions regarding the audit of DXC’s financial statements.
We do not expect any broker non-votes on this proposal since this is a routine matter.
of the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending March 31, 2023.
2024.
(in millions) | Fiscal 2022 | Fiscal 2021 | ||||||||
Audit Fees 1 | $ | 20.70 | $ | 23.50 | ||||||
Audit-Related Fees 2 | $ | 10.40 | $ | 14.10 | ||||||
Tax Fees 3 | $ | 0.90 | $ | 1.10 | ||||||
All Other Fees 4 | $ | 0.10 | $ | 0.50 | ||||||
Total Fees | $ | 32.10 | $ | 39.20 |
(in millions) | Fiscal 2023 ($) | Fiscal 2022 ($) | ||||||
Audit Fees(1) | 18.50 | 20.70 | ||||||
Audit-Related Fees(2) | 10.80 | 10.40 | ||||||
Tax Fees(3) | 0.50 | 0.90 | ||||||
All Other Fees(4) | 0.10 | 0.10 | ||||||
Total Fees | 29.90 | 32.10 |
|
|
|
|
16 |
| 2023 Proxy Statement |
2024.
named executive officer compensation.
17 |
| |||||
18 | 2023 Proxy Statement |
•overseeing the management of our business and the assessment of our business risks;
•overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics;
•reviewing and approving our major financial objectives and strategic and operating plans, and other significant actions; and
•overseeing our talent management and succession planning.
Current:
Effective after our 2022 Annual Meeting:
Effective July 26, 2022, our leadership structure will consist of a ChairmanPresident and CEO, a Lead Independent Director and independent committee chairs.
•Chairman, President and Chief Executive Officer and Chairman of the Board:Officer: Michael J. Salvino
•Lead Independent Director of the Board: David L. Herzog
|
19 |
•presiding over executive sessions of independent directors;
•chairing meetings of the Board of Directors in the absence of the Chairman of the Board;
•acting as a liaison between the independent directors and the Chairman of the Board;
•coordinating with the Chairman of the Board regarding meeting agendas and schedules;
•coordinating with the Chairman of the Board regarding information presented to the Board;
•being available for consultation and communication with stockholders, as appropriate; and
•calling meetings of the independent directors (executive sessions) as appropriate.
DXC’s governance processes include executive sessions
20 | 2023 Proxy Statement |
|
The Board considered the following relationships and transactions in making its determination that all directors (other than Mr. Salvino) are independent.
On May 17, 2022, the Company announced that David Herzog will become Lead Independent Director (LID) effective after our 2022 Annual Meeting of Stockholders. In connection with his appointment as LID, Mr. Herzog will reduce his number of other public company boards from three to two before he begins serving as LID for the Company.
21 |
|
Management Role. In fiscal 2022, our Chief Operating Officer (COO) focused on leading the Company’s risk and security efforts and risk management efforts, including cybersecurity preparedness, resiliency and security, brand protection initiatives, asset protection and environmental, social and governance (ESG) risks. Our COO also worked to advance DXC’s enterprise-level resilience strategy to enable leaders to respond to security and business disruptions in an efficient and consistent manner, keeping the safety and security of employees at the forefront while protecting company assets.
In order for us to identify and mitigate our risk exposures, we have also established an Enterprise Risk Management (ERM) function to (1) identify risks in the strategic, operational, financial reporting and compliance domains, for DXC as a whole, as well as for each operating unit, and (2) evaluate the effectiveness of existing mitigation strategies. The ERM function coordinates and reviews assessments of internal processes and controls for ongoing compliance with internal policies and legal regulatory requirements. The ERM function periodically reports potential areas of risk to the
In fiscal 2022, our enterprise risk, issue and opportunity management framework was centralized under a single executive owner to facilitate consistent processes, definitions and tools to proactively address operational, financial, compliance and strategic risks, issues and opportunities.
We will continue to evaluate our risk management program and structure in fiscal 2023 to ensure alignment with the Company’s strategic and operational risks.
Board Role. Role
business, including on the assessment, monitoring and mitigation of risks material to the Company in the short, intermediate, and long-term, the effectiveness of the Company’s control environment in managing these risks, the functioning of the Company’s internal controls and procedures, and the identification and consideration of key emerging risks.
•The Audit Committee oversees the accounting, financial reporting processes and disclosure controls and procedures, and related internal control framework of DXC and audits of the Company’s financial statements and internal control over financial reporting, and discusses our policies with respect to risk assessment and risk management. The Audit Committee also oversees the Company’s enterprise risk management (ERM) program and ethics and compliance program.
22 | 2023 Proxy Statement |
•The Nominating/Corporate Governance Committee monitors the risks related to DXC’s governance structure and process. The Nominating/Corporate Governance Committee is responsible for overseeing the Board’s annual self- evaluationself-evaluation of its performance and overall Board effectiveness, and periodic review and recommendation to the Board of any proposed changes to DXC’s significant corporate governance documents. The Nominating/Corporate Governance Committee oversees the Company’s Environmental, Social and Governance programESG and climate risks, and the Information Security program.
23 |
Oversight of Risks Related to Russia’s Invasion of Ukraine
Our Board has overall responsibility for oversight of risk at DXC and has been engaged in, and provided oversight for, DXC’s response to Russia’s invasion of Ukraine, including our exit of the Russian market, our continuing compliance with applicable sanctions and trade control measures, the relocation and support of our people in the affected countries, and the other related risks described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
|
24 | 2023 Proxy Statement |
|
|
|
25 |
independent under the rules and regulations of the NYSE.
•Each Audit Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and must be financially literate or must become financially literate within a reasonable period of time after the director’s appointment to the Audit Committee. No member of the Audit Committee may simultaneously serve on the audit committees of more than three other public companies unless the Board determines that such simultaneous service would not impair the member’s ability to effectively serve on the Audit Committee.
|
|
•Messrs. Barnes, Herzog and Woods and Ms. Teffner each qualifies as an “audit committee financial expert” for purposes of the rules of the SEC. Each member of the Audit Committee is financially literate.
•Each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and SEC relating to compensation committees, and be a “non-employee“non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.
•The Board has determined that each committee member satisfies all applicable requirements for membership on that committee.
Committee Memberships
|
| |||
|
| |||
|
| |||
|
|
|
Current Committee Memberships |
Prospective Committee Memberships (Expected to be effective beginning July 25, 2023 until 2024 Annual Meeting of Stockholders) | ||||||||
Audit Committee | Robert F. Woods, Chair | Robert F. Woods, Chair | |||||||
David Barnes | David Barnes | ||||||||
David Herzog | David Herzog | ||||||||
Carrie Teffner | Carrie Teffner | ||||||||
Compensation Committee | Akihiko Washington, Chair | Akihiko Washington, Chair | |||||||
Mukesh Aghi | Anthony Gonzalez | ||||||||
Anthony Gonzalez | David Herzog | ||||||||
David Herzog | Pinkie Mayfield | ||||||||
Dawn Rogers | Dawn Rogers | ||||||||
Nominating/ | Raul Fernandez, Chair | Raul Fernandez, Chair | |||||||
Corporate Governance | Amy Alving | David Barnes | |||||||
Committee | David Barnes | David Herzog | |||||||
David Herzog | Karl Racine | ||||||||
Karl Racine |
Committee | Primary Responsibilities | Number of Fiscal
| ||||||||||
Audit | •Oversee DXC’s accounting and financial reporting processes and disclosure controls and procedures, and related internal control framework and audits of •Assist the Board in its oversight
•Prepare the Audit Committee report for inclusion in our annual proxy statement. •Oversee and review with management DXC’s enterprise risk management framework, addressing DXC’s exposure across the range of operational risk, brand/reputational risk, strategic risk, compliance risk and other risk categories as appropriate. •Oversee the development and implementation of •Oversee DXC’s ethics and compliance program. | 9 | ||||||||||
Remediation of Material Weakness Completed as of March 31, 2022. During the quarter ended March 31, 2022, the Company completed the remediation of a previously disclosed material weakness related to the establishment and timely reassessment of policies and procedures for complex transactions and processes and the related impacts to control activities. The material weakness did not result in a restatement of prior financial statements, and the Company received an unqualified opinion on its financial statements. The Audit Committee was fully engaged and supportive of management’s efforts to remediate the material weakness and reviewed and discussed remediation at each standing Committee meeting it held in fiscal 2022, and held separate sessions of the Committee specifically to review progress on the remediation. The Committee also participated in the recruiting of a new finance leadership team with deep expertise in control environment remediation.
27 |
Committee |
|
|
Primary Responsibilities | Number of Fiscal
| |||||||
Compensation | •Assist the Board in determining the performance and compensation of the CEO and the compensation of the non-management directors. •Discharge the responsibilities of the Board with respect to the compensation of other executives. •Administer our incentive stock plans. •Oversee succession planning and leadership development for our senior management. • | 5 | ||||||
2023 Proxy Statement |
Committee | Primary Responsibilities | Number of Fiscal
| |||||||
| |||||||||
Nominating/ Corporate Governance | •Identify and recommend to the Board the slate of individuals to be nominated for election as directors. •Develop and recommend to the Board the qualifications for director nominees. •Develop a process for identifying and evaluating director nominees and identify and recommend individuals to fill Board vacancies. •Recommend to the Board directors to serve as members and •Review and recommend to the Board the appropriateness of a director’s continued service in circumstances such as a material change in the director’s job responsibility. •Review proposed director memberships on new boards. •Oversee the orientation of new directors and the education of all directors. •Oversee the Board’s annual self-evaluation of its performance. •Periodically review and recommend to the Board proposed changes to the size, structure and operations of the Board and its committees. •Periodically review and recommend to the Board proposed changes to •Review any “Interested Transactions” in accordance with the terms of DXC’s policy on related party transactions. •Oversee the Company’s Information Security program, including cyber security. •Oversee the Company’s | 4 | |||||||
29 |
Amy Alving
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 | Restricted stock units granted under the Director Plan are scheduled to vest in full at the earlier of the first anniversary of the grant date, or the date of the next annual stockholders meeting. | ||||
Ownership Guidelines | Directors have an equity ownership guideline of five times their annual retainer to be achieved over a five-year period. | ||||
Anti-Hedging or | 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. |
30 |
| 2023 Proxy Statement |
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
|
|
|
|
|
Fiscal 2023 Director Retainers and Fees | ||||||||||
Annual Cash Retainer(1) | $90,000.00 | |||||||||
Annual Equity Award(2) | $200,000.00 | |||||||||
Lead Independent Director Retainer(1) | $50,000.00 | |||||||||
Audit Committee Chairman Retainer(1) | $30,000.00 | |||||||||
Compensation Committee Chairman Retainer(1) | $25,000.00 | |||||||||
Nominating/Corporate Governance Committee Chairman Retainer(1) | $20,000.00 | |||||||||
Committee Member Retainer(1) | $10,000.00 | |||||||||
Additional Meeting Attendance Fee(1)(3) | $2,500 per meeting |
31 |
| ||||||
Name (a) | Fees Earned1 or Paid in Cash (b) | Stock Awards2 (c) | Total (d) | ||||||||||||
Mukesh Aghi |
| $109,511 |
| $198,464 | $ | 307,975 | |||||||||
Amy E. Alving |
| 111,413 |
| 198,464 |
| 309,877 | |||||||||
David A. Barnes |
| 103,804 |
| 198,464 |
| 302,268 | |||||||||
Raul J. Fernandez |
| 116,196 |
| 198,464 |
| 314,660 | |||||||||
David L. Herzog |
| 111,413 |
| 198,464 |
| 309,877 | |||||||||
Mary L. Krakauer |
| 103,804 |
| 198,464 |
| 302,268 | |||||||||
Ian C. Read3 |
| — |
| 450,088 |
| 450,088 | |||||||||
Michael J. Salvino4 |
| — |
| — |
| — | |||||||||
Dawn Rogers |
| 100,000 |
| 287,952 |
| 387,952 | |||||||||
Manoj P. Singh |
| 111,413 |
| 198,464 |
| 309,877 | |||||||||
Carrie W. Teffner5 |
| — |
| — |
| — | |||||||||
Kiko Washington |
| 115,489 |
| 287,952 |
| 403,441 | |||||||||
Robert F. Woods |
| 118,587 |
| 198,464 |
| 317,051 |
Name (a) | Fees Earned(1) or Paid in Cash ($) (b) | Stock Awards(2) ($) (c) | Total ($) (d) | ||||||||
Mukesh Aghi(4) | 100,000 | 199,080 | 299,080 | ||||||||
Amy E. Alving(4) | 100,000 | 199,080 | 299,080 | ||||||||
David A. Barnes | 106,821 | 199,080 | 305,901 | ||||||||
Raul J. Fernandez | 120,000 | 199,080 | 319,080 | ||||||||
Anthony Gonzalez | 24,167 | 111,568 | 135,735 | ||||||||
David L. Herzog | 147,745 | 199,080 | 346,825 | ||||||||
Mary L. Krakauer(5) | 31,793 | — | 31,793 | ||||||||
Ian C. Read(5) | — | — | — | ||||||||
Karl Racine | 24,167 | 111,568 | 135,735 | ||||||||
Dawn Rogers | 100,000 | 199,080 | 299,080 | ||||||||
Michael J. Salvino(3) | — | — | — | ||||||||
Manoj P. Singh(5) | 31,793 | — | 31,793 | ||||||||
Carrie W. Teffner | 94,722 | 252,414 | 347,136 | ||||||||
Akihiko Washington | 125,000 | 199,080 | 324,080 | ||||||||
Robert F. Woods | 130,000 | 199,080 | 329,080 |
|
|
32 |
| 2023 Proxy Statement |
|
Name | Aggregate Unvested Stock Awards Outstanding
| ||||||||||
Mukesh Aghi(4) |
| 6,300 | |||||||||
Amy E. Alving(4) |
| 6,300 | |||||||||
David A. Barnes |
| 6,300 | |||||||||
Raul J. Fernandez |
| 6,300 | |||||||||
Anthony Gonzalez | 3,800 | ||||||||||
David L. Herzog |
| 6,300 | |||||||||
Mary L. Krakauer(5) |
| — | |||||||||
Ian C. Read(5) |
| — | |||||||||
Karl Racine | 3,800 | ||||||||||
Dawn Rogers | 6,300 | ||||||||||
Michael J. Salvino | — | ||||||||||
|
| ||||||||||
Manoj P. Singh(5) |
| — | |||||||||
Carrie W. Teffner |
| 6,300 | |||||||||
Akihiko Washington |
| 6,300 | |||||||||
Robert F. Woods |
| 6,300 |
|
|
|
33 |
Social | ||||||||||||||||||
Advancing the sustainability of | Building | Instilling trust and garnering |
|
|
|
|
|
34 |
| 2023 Proxy Statement |
|
|
|
|
|
|
|
|
|
|
|
In fiscal 2021, we enhanced the
•Our Board of Directors provides oversight of our ESG program, enabling us to have the governance, long-term strategy, and processes to manage ESG outcomes and meet the needs of our stakeholders.
•The Nominating/Nominating and Corporate Governance Committee of our Board of Directors has specific oversight of ESG.
•Our ESG leadership team updates the committee on ESG status quarterly which is subsequently shared withand provides an update to the full board.
35 |
|
Reporting frameworks
Global Reporting Initiative (GRI) reporting since 2017 | Reporting through Sustainability Accounting Standards Board (SASB) beginning in 2021 | |||||||||||||
CDP respondent since 2018;
rating | Reporting against the Task Force on Climate-related Financial Disclosures (TCFD) standards beginning in 2021 | |||||||||||||
UN Global Compact Signatory since 2017 | ||||||||||||||
|
•Awarded EcoVadis 20222023 gold medal for outstanding sustainability performance
•Recognized by USA Today as one of America’s 2023 Climate Leaders
•Named on Newsweek’s list of America’s Most Responsible Companies 20222023 for environmental, social and corporate governance performance
•Named on 3BL Media’s 2021Forbes 2022 World’s Best Employers list of 100 Best Corporate Citizens for outstanding environmental and social performance
•DXC’s Mike Salvino ranked 18th in the 2021 Top 100 CEOs of large companies by Comparably
and Best CEOs for Diversity and Global Culture•DXC named on Comparably’s 2022 list of Best Companies for Global Culture
36 | 2023 Proxy Statement |
|
|
|
| 37 |
•each person or group believed by the Company to be the beneficial owner of more than 5% of our outstanding common stock;
•each of our named executive officers;
•each of our directors;directors and
•all executive officers and directors, as a group.
Name and Address of Beneficial Owner 1 | Number of Shares Beneficially Owned | Percentage of Class 2 | ||||||
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 27,401,425 | 3 | 11.93 | % | ||||
Franklin Resources, Inc. | 19,180,529 | 4 | 8.35 | % | ||||
BlackRock, Inc. 40 East 52nd Street New York, New York 10022 | 15,442,625 | 5 | 6.72 | % | ||||
Michael J. Salvino | 347,580 | 7 | * | |||||
Kenneth P. Sharp | 23,261 | 7 | * | |||||
Mary E. Finch | 103,815 | 7 | * | |||||
Vinod Bagal | 75,888 | 7 | * | |||||
William L. Deckelman, Jr. | 211,780 | 6,7,8 | * | |||||
Mukesh Aghi | 36,817 | 7 | * | |||||
Amy E. Alving | 27,659 | 7 | * | |||||
David A. Barnes | 15,900 | 7 | * | |||||
Raul J. Fernandez | 55,792 | 7 | * | |||||
David L. Herzog | 27,706 | 7 | * | |||||
Mary L. Krakauer | 25,024 | 7 | * | |||||
Ian C. Read | 48,800 | 7 | * | |||||
Dawn Rogers | 8,400 | 7 | * | |||||
Manoj P. Singh | 27,659 | 7 | * | |||||
Carrie W. Teffner | 1,800 | 7 | * | |||||
Akihiko Washington | 8,400 | 7 | * | |||||
Robert F. Woods | 38,131 | 7 | * | |||||
All executive officers and directors of the Company, as a group (20 persons) | 1,084,412 | * |
|
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned (#) | Percentage of Class(2) (%) | ||||||
The Vanguard Group, Inc. | ||||||||
100 Vanguard Blvd. |
| |||||||
Malvern, Pennsylvania 19355 | 26,485,956(3) | 12.57 | ||||||
Franklin Resources, Inc. | 17,317,249(4) | 8.22 | ||||||
BlackRock, Inc. | ||||||||
40 East 52nd Street | ||||||||
New York, New York 10022 | 15,792,904(5) | 7.49 | ||||||
Invesco Ltd. | ||||||||
1555 Peachtree Street NE, Suite 1800 | ||||||||
Atlanta, GA 30309 | 15,474,869(6) | 7.34 | ||||||
Michael J. Salvino | 821,735 | * | ||||||
Kenneth P. Sharp | 62,694 | * | ||||||
William L. Deckelman, Jr. | 212,627(7) | * | ||||||
Chris Drumgoole | 145,438 | * | ||||||
Mary E. Finch | 191,882 | * | ||||||
Mukesh Aghi | 43,117(8) | * | ||||||
Amy E. Alving | 33,959(8) | * | ||||||
David A. Barnes | 22,200(8) | * | ||||||
Raul J. Fernandez | 47,092(8) | * | ||||||
Anthony Gonzalez | 3,800(8) | * | ||||||
David L. Herzog | 34,006(8) | * | ||||||
Pinkie D. Mayfield | 0 | * | ||||||
Karl Racine | 3,800(8) | * | ||||||
Dawn Rogers | 14,700(8) | * | ||||||
Carrie W. Teffner | 8,100(8) | * | ||||||
Akihiko Washington | 14,700(8) | * | ||||||
Robert F. Woods | 44,431(8) | * | ||||||
All executive officers and directors of the Company, as a group (19 persons) | 1,826,101(8) | * |
38 | 2023 Proxy Statement |
39 |
•A director or executive officer of the company;
•Any nominee for director;
•Any immediate family member of a director or executive officer, or of any nominee for director. Immediate family members are any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing the household of such director, executive officer or nominee for director; and
•Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:
•Any beneficial owner of more than 5% of DXC common stock, or
•Any immediate family member, as defined above, of any such beneficial owner.
fellow stockholders,
Overview. Our executive compensation program is structured to align pay with performance by closely aligning leadership’s financial interests with the execution of DXC’s Transformation Journey turnaround strategy, long-term strategic goals, and value creation for our stockholders.program.
To achieve that objective, we have worked with the leadership team to structure an executive compensation program that links pay with performance by closely aligning leadership’s financial interests with the execution of DXC Technology’s business strategy, and you will see that alignment in our pay outcomes in fiscal 2023. Stockholder outreach is another cornerstone of our executive compensation program, and we made changes to our executive compensation program in fiscal 2023 based on stockholder feedback we received in two separate engagements.
Importantly, our results prove that DXC is now in a better place. The Company significantly improved organic revenue performance, expanded margins, drove strong Adjusted EPS growth, and improved free cash flow by $1.4 billionwas 113.7%, as compared to fiscal 2021. Our stock price performance outpaced our59.0% for the S&P 500 Index and 25.4% for the median of the GICS 4510 companies forSoftware and Services industry. In addition, on a one-year basis, DXC’s TSR was -18.5%, ahead of the one-median of the GICS 4510 Software and two-year periods, a signalServices industry TSR of -35.2%, but below the S&P 500 Index TSR of -9.3%.
Despite the solid financial performance in fiscal 2022, our President and CEO recommended to the Compensation Committee to reduce the annual incentive pool funding for fiscal 2022 from 82% to 75%, as Mr. Salvino felt that certain business optimization objectives for fiscal 2022 were not fully met. After a thorough review, the Compensation Committee approved the 75% annual incentive pool funding for fiscal 2022.
As further evidence of the Compensation Committee’s robust pay for performance philosophy fiscal 2020-2022 3-year PSUs expired with $0 payout for our CEO and other named executive officers. We believe this outcome demonstrates the rigor of our targets and alignment between pay and performance.
Fiscal 2022 Commitments and Actions. In these meetings, we openly discussed Mr. Salvino’s compensation, how it relates to peers and the significant improvements he is driving to the Company’s overall performance. We also discussed:
Our decision to not make any one-time grantsintroduced traditional financial metrics into our incentive plan in fiscal 20222023. This includes organic revenue growth, EBIT margin in the short-term incentive plan and we committedcumulative Free Cash Flow and relative total shareholder return in the long-term incentive plan.
AKIHIKO WASHINGTON Chair | MUKESH AGHI | ANTHONY GONZALEZ |
DAVID HERZOG | DAWN ROGERS |
| 41 |
Our commitment to no longer apply positive subjective discretion to incentive awards of our named executive officers
Our commitment to provide enhanced disclosure of annual cash incentive target levels, rigorous goal-setting and the rationale for selecting certain metrics
We subsequently decided to:
Not offer any named executive officers an employment agreement with a cash payment upon voluntary termination, including a modified single trigger, or any large cash payment in lieu of lifetime retiree medical benefits upon voluntary terminationgoing forward
Cap the fiscal 2022 short-term incentive program payout at target and as previously mentioned, reduce the short-term incentive pool funding from 82% as calculated to 75%
Looking Ahead: Fiscal 2023 Changes. After requesting stockholders’ input, we made several modifications to our executive compensation program for fiscal 2023, which we believe will further align our incentive program with stockholders’ interests and preferences.
We adopted organic revenue and adjusted EBIT margin as the metrics for our short-term incentive program
We adopted three-year relative Total Shareholder Return (rTSR) and free cash flow CAGR as the metrics for our long-term incentive program
We increased the proportion of performance share units (PSUs) to 60% for executive officers (other than our CEO, for whom PSUs constitute 70% of equity awards) and
The CEO’s base salary and target incentive opportunities were held constant and not increased
Stockholder Appreciation. Our stockholders engaged in an open and constructive manner and provided thoughtful feedback regarding our executive compensation program. Stockholders welcomed the ongoing collaboration and the opportunity to provide input on the evolution of the executive compensation program, aligned with both DXC’s Transformation Journey and the long-term interests of stockholders. We value the discussions with our stockholders and look forward to continued collaboration in the years to come.
The full summary of what we heard from stockholders, and the actions and commitments the Compensation Committee took as a result, can be found in the Compensation Discussion and Analysis.
We appreciate the feedback and support, and we will continue to be responsive to our investors as we seek to maintain a highly performance-based executive compensation program that drives long-term value creation for our stockholders and supports DXC’s Transformation Journey.
Sincerely,
Compensation Committee
|
|
|
|
Compensation Discussion and Analysis
Michael J. Salvino | Chairman, President and Chief Executive Officer | |||||
Kenneth P. Sharp | Executive Vice President and Chief Financial Officer(1) | |||||
Mary E. Finch | Executive Vice President and Chief Human Resources Officer(2) | |||||
Christopher Drumgoole | Executive Vice President and Chief Operating Officer(3) | |||||
William L. Deckelman | Executive Vice President and General Counsel | |||||
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Executive Summary | Section I | |||||||
2022 Say-on-Pay Vote and Stockholder Engagement | Section II | |||||||
Compensation Philosophy and Objectives | Section III | |||||||
Compensation Determination Process | ||||||||
Components of Our Compensation Program | Section V | |||||||
Additional Compensation Policies and Practices |
| Section VI |
42 | 2023 Proxy Statement |
| ||||||
Improved organic revenue* declines from down 8.8% in fiscal 2021foundation. DXC reduced its debt levels to down 2.6% in fiscal 2022,$4.4 billion, a 620-basis point improvement
Increased adjusted EBIT* margin from 6.2% in fiscal 2021 to 8.5% in fiscal 2022, a 230-basis point improvement
Generated non-GAAP diluted earnings per share*reduction of $3.50 in fiscal 2022, a 44% increase$565 million as compared to fiscal 2021
Improved free cash flow* by $1.4the start of the year. In addition, DXC completed its $1 billion as the Company generated $743 million in fiscal 2022 comparedshare repurchase initiative and announced its intention to a usebuy back another $1 billion of $652 million in fiscal 2021
The Company also took steps in fiscal 2022its stock. These repurchases are self-funded, utilizing DXC’s Free Cash Flow generation and proceeds from its asset sales program. Additionally, we have continued to establish a strong financial foundation as we lowered our debt to a sustainable level, refinanced our debt to extend maturities while locking in significantly lower fixed interest rates that substantially lowered interest expense, significantly reduced our restructuring and Transaction, Separation and Integration (TSI) expenses, and remediated our material weakness. We’ve takentake steps to simplify our operating and financial structure, align our executive compensation to our Transformation Journeybusiness strategy and improve corporate governance, puttingpositioning DXC to become the company the executive team envisioned in a better place.
fiscal 2024, growing Organic Revenue, and expanding Margin, Earnings per Share and Free Cash Flow.
43 |
WhilePay for Performance
| |||||
44 | 2023 Proxy Statement |
|
|
Fiscal 2022 Compensation Plan Decisions: Strong Emphasis on Performance
Target Total Direct Compensation: Majority Performance-Based | •
•Approximately 92% of CEO target total compensation is variable and at-risk, with 69% being performance-based and subject to achievement of meaningful pre-set, objective goals. •For the other NEOs, an average of approximately 81% of target total compensation is variable and at-risk, with 57% being performance-based and subject to achievement of meaningful pre-set, objective goals. | |||||
Long-Term Incentive Equity: Majority Performance-Based | •Majority of CEO and NEO long-term incentive equity awards are performance-based. •Overall,76% (delivered in70% PSUs and 30% RSUs) of our CEO’s target compensation is allocated to long-term incentive equity. •For other NEOs, •Starting in fiscal 2023, the PSU weighting of the equity granted to other NEOs was increased from 50% to 60%to further enhance the performance orientation of our executive compensation program. | |||||||
Short-Term Annual Cash Incentive: Payouts based on performance against rigorous goals and using objective measures only | •Fiscal •Fiscal | |||||||
45 |
Annual incentive payouts below target demonstrate Pay for Performance Alignment |
| ||||||||||||
•In fiscal |
performance. |
|
Award |
| Payout | ||||||||||||
STI: Fiscal | Below Target | 60% Payout |
•Further underscoring the pay and performance alignment, |
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. |
|
46 | 2023 Proxy Statement |
|
|
Cumulative TSR is calculated based on DXC Technology’s stock price on the last trading day of fiscal 20222023 in comparison to the Company stock price on the last trading day of fiscal 20172020 and assumes an initial investment of $100 on the last trading day of fiscal 2017,2020, plus reinvested dividends.
When DXC initially appointed Mr. Salvino as CEO in September 2019 (fiscal 2020), the Compensation Committee considered market data and Mr. Salvino’s status as a new, first-time public company CEO, and set his target compensation at a level that was below the 25th percentile of the peer companies. Since 2019, the Company has achieved continuous momentum, financial stability, and progress against our strategic plan under his direction.
Therefore, in
47 |
While the Compensation Committee set the CEO’s target compensation opportunity in alignment with the peer median, under
|
applicable accounting rules. As such, and because the PSUs represented a large percentage of the total, the reported amount shown in the Summary Compensation Table differs from (is considerably higher than) the amount that the Compensation Committee targeted. As described above, theThe amount actually realized will depend on financial performance and stock pricetotal shareholder return performance relative to a comparison peer group over the three-year performance period.
Fiscal 2023 CEO Compensation Decisions
The Compensation Committee established the fiscal 2023 compensation arrangements for Mr. Salvino and other executive officers during the May 2022 Compensation Committee Meeting. The Compensation Committee considered his compensation structure relative to peers and considered stockholder experience in fiscal 2022, as the Company continued to navigate the economic and operational challenges to returning to growth. In light of these considerations, the Compensation Committee determined not to increase Mr. Salvino’s base salary, target STI opportunity, or target LTI opportunity for fiscal 2023.
48 |
| 2023 Proxy Statement |
General.
2021 Advisory Vote on Executive Compensation. At the 2021 annual meeting of stockholders, our advisory Say-on-Pay proposal regarding the compensation of our named executive officers received the support of approximately 47% of the votes cast. The Compensation Committee and the Board reviewed the result of the Say-on-Pay vote and decided to conduct stockholder engagement efforts to better understand the concerns and perspectives of our stockholders.
Robust Engagement. DXC’s Compensation Committee continues to believe that directly engaging with stockholders is a critical process for receiving and understanding feedback on subjects that matter most to them.
During the first outreach, we requested that stockholders share their concerns regarding our executive compensation program. We also asked for feedback on our go-forward compensation program metrics.
In the second outreach, we shared the Compensation Committee’s response to stockholders’ feedback, based on what we heard during the first outreach. We also sought feedback on the executive compensation actions taken by the Compensation Committee in fiscal 2022, discussed ESG topics, and sought feedback on the proposed changes to the go-forward short-term and long-term plan metrics based on their input during the first outreach, and in alignment with the next phase of our Transformation Journey turnaround strategy.
|
| |
We also engaged with the research team members at proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. to hear their feedback regarding our programs and to share how the Compensation Committee intends to respond to stockholder feedback. Additional commitments have been made in response to their input during those discussions.
2023.
Incorporating Feedback. We received valuable commentary and insights regarding our compensation practices and disclosure as a result of our engagement with stockholders. As shown below, and in accordance with our practice of
|
considering stockholder input, we made significant changes in response to the feedback we received, both in relation to our Say-on-Pay vote and in line with other feedback. Because our executive compensation program is continuously refined based on collaboration with our investors, we believe the program equally takes into consideration the input of our stockholders on structures and practices and the Compensation Committee’s views of the programs and policies that will effectively motivate executive officers to achieve goals, resulting in the creation of long-term stockholder value.
During the first stockholder outreach in fiscal 2022, we learned that our negative fiscal 2021 Say-on-Pay vote was the result of two main concerns: first, the Compensation Committee’s approval of certain one-time discretionary retention awards to our named executive officers; and second, the use of subjective discretion to increase our CEO’s bonus payout beyond the level of the Company’s achievement. In addition to the stockholder feedback we received on the Say-on-Pay vote, we also sought stockholder input on appropriate metrics for the go-forward incentive compensation design to support the next phase of our Transformation Journey.
During the second outreach in fiscal 2022, we spoke with2023, stockholders about our proposed responses to their feedback as outlined in the chart below. The responsiveness was well-received, as were the new metrics in our executive compensation program. Based on the discussions, we believe that our changes meaningfully acknowledged and addressed the stockholder concerns.
Stockholders expressed being pleased with the high level of responsiveness of the Compensation Committee to their concerns, and in addition voiced appreciation for the ongoing collaboration and the opportunity to provide input on the evolution of the executive compensation program, aligned with both DXC’s Transformation Journey andincluding the long-term interests of stockholders.changes made in fiscal 2023 in response to their feedback. We value the ongoing discussions with our stockholders and look forward to continued collaboration in the years to come.
STOCKHOLDER FEEDBACK AND CONCERNS THAT CONTRIBUTED TO NEGATIVE SAY-ON-PAY VOTE:
| ||
| 49 |
OTHER STOCKHOLDER FEEDBACK AND OUR RESPONSES:
In addition to our first fiscal 2022 outreach in August 2021, our second outreach with stockholders in February 2022 included discussions on the topics outlined below.
| ||
| ||
|
|
Contents |
|
|
|
|
|
|
Compensation Program Governance
What We Do | What We Don’t Do | |||||||
Proactively reach out to stockholders to understand and address their feedback and concerns regarding our executive compensation program
Majority of total executive compensation is at-risk and performance-based
Appropriate allocation of short- and long-term compensation
Combination of balanced performance metrics
Multi-year vesting period for PSUs and RSUs to motivate long-term performance and align the interests of our executive officers with stockholder interests
Independent consultant engaged by Compensation Committee
Benchmark compensation decisions against data from rigorously-determined peer group
Apply stock ownership guidelines (CEO guideline is 7x base salary)
Include clawback provisions in our key incentive programs
Perform an annual risk assessment of our compensation program
Regularly review dilution and share utilization levels
Annual incentives and PSU payouts are capped
Double trigger Change in Control provisions |
No dividend equivalents on unearned awards
No hedging or pledging of Company securities
No repricing of underwater stock options
No excessive perks
No excise tax gross-ups related to Change in Control
No share recycling for options / SARs
No exchanges of underwater options for cash
No evergreen provisions in the equity plan |
50 |
| 2023 Proxy Statement |
As stated previously, at
•We are committed to a pay for performance culture. Our executive compensation program aims to motivate our people to perform at a consistently high level and rewards contributions that enhance our ability to deliver outstanding results for our customers and create value for our stockholders.
•We believe that executive compensation should have a significant portion of pay at-risk, bealigned to stockholder interests and the long-term valuerealized by our stockholders through a balance of cash and equity.
•We believe that the majority of an executive’s total target compensation should be variable and tied to achievement of measurable financial and strategic objectives that support the Company’s business strategy. Performance measures are reviewed annually to ensure that we continue to align our pay programs with our business strategy, create sustainable value, and motivate the right behaviors.
We understand that our•Our people are critical to our success. We aim to attract, retain, and retainincentivize the best talent with a range of backgrounds, skills, capabilities, and experiences to unlock value for our customers and enable our business to thrive.
•We believe that executive compensation should becompetitive to attract the best talent. Actual pay varies based on individual/team and Company performance.
•We believe that executive compensation should reflect an appropriate mix of short-term and long-term pay elements that make executives accountable for both short-term and long-term performance.
•We engage with stockholders on a regular basis to obtain their input on our executive compensation program design and operation, so that we can incorporate stockholder feedback into our planning process and revisions to our program.
51 |
52 |
| 2023 Proxy Statement |
•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); and
Market capitalization
In determining the peer group, the criteria of competitors for talent, revenues, and headcount are given more weight in the Compensation Committee’s determination at this time 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.
|
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 2022,2023, no existing peerschanges were removed, but 5 additional peers, i.e., Aon, Fiserv, Leidos, Marsh & McLennan, and Willis Towers Watson, were addedmade to the existing peer group due to their assessed similarity in business model, such as consulting and revenue size. group.
53 |
Company | Revenue Latest FYE(1) ($ in millions) | Total Employees | ||||||||
Accenture plc | 44,327 | 506,000 | ||||||||
Aon plc(2)(3) | 20,264 | 96,600 | ||||||||
Automatic Data Processing, Inc. | 14,565 | 58,000 | ||||||||
Cisco Systems, Inc. | 49,301 | 77,500 | ||||||||
Cognizant Technology Solutions Corp | 16,752 | 292,500 | ||||||||
Fidelity National Information Systems Inc. | 12,578 | 55,000 | ||||||||
Fiserv, Inc.(2) | 15,065 | 44,000 | ||||||||
Hewlett Packard Enterprise Company | 26,989 | 61,600 | ||||||||
Intel Corporation | 78,098 | 110,800 | ||||||||
International Business Machines | 75,030 | 352,600 | ||||||||
Leidos Holdings, Inc.(2) | 11,999 | 34,000 | ||||||||
Marsh & McLennan Companies, Inc.(2) | 17,072 | 76,000 | ||||||||
Texas Instruments Inc. | 13,735 | 29,768 | ||||||||
VMware Inc. | 11,338 | 29,450 | ||||||||
Western Digital Corp | 16,618 | 63,800 | ||||||||
Willis Towers Watson Public Limited Company(2)(3) | 20,264 | 96,600 | ||||||||
Xerox Corporation | 7,536 | 27,000 | ||||||||
25th Percentile | 13,446 | 41,500 | ||||||||
Median | 16,685 | 62,700 | ||||||||
75th Percentile | 31,324 | 100,150 | ||||||||
DXC Technology Company | 19,189 | 138,000 | ||||||||
Percentile Rank | 64 | th | 81 | st |
Company | Revenue Latest FYE(1) ($ in millions) | Total Employees (#) | ||||||
Accenture plc | 44,327 | 506,000 | ||||||
Aon plc | 11,066 | 50,000 | ||||||
Automatic Data Processing, Inc. | 15,005 | 56,000 | ||||||
Cisco Systems, Inc. | 49,818 | 79,500 | ||||||
Cognizant Technology Solutions Corporation | 16,652 | 289,500 | ||||||
Fidelity National Information Services, Inc. | 12,552 | 62,000 | ||||||
Fiserv, Inc. | 14,852 | 44,000 | ||||||
Hewlett Packard Enterprise Company | 26,982 | 59,400 | ||||||
Intel Corporation | 77,867 | 110,600 | ||||||
International Business Machines Corporation | 73,621 | 345,900 | ||||||
Leidos Holdings, Inc. | 12,297 | 39,000 | ||||||
Marsh & McLennan Companies, Inc. | 17,224 | 76,000 | ||||||
Texas Instruments Incorporated | 14,461 | 30,000 | ||||||
VMware, Inc. | 11,767 | 32,300 | ||||||
Western Digital Corporation | 16,922 | 65,600 | ||||||
Willis Towers Watson Public Limited Company | 9,352 | 46,100 | ||||||
Xerox Holdings Corporation | 7,022 | 24,700 | ||||||
25th Percentile | 12,297 | 44,000 | ||||||
Median | 15,005 | 59,400 | ||||||
75th Percentile | 26,982 | 79,500 | ||||||
DXC Technology Company | 17,729 | 134,000 | ||||||
Percentile Rank | 69th | 82nd |
|
|
|
In the case of the CEO, total target compensation in fiscal 2022 was set to align with the market median (50th percentile) of our executive compensation peer group. For other named executive officers, we do not formally set total compensation, or
54 |
| 2023 Proxy Statement |
any specific element of compensation, at a specific percentile of the peer group for each position. Instead, the market data is 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.
|
Section V. COMPONENTS OF OUR COMPENSATION PROGRAMS
PROGRAM
Type of Pay | Purpose | Key Characteristics | ||||||||||||
Base Salary | ||||||||||||||
| •Fixed cash compensation based on the individual’s experience, skills, and competencies, relative to the competitive market value of the role | •Reflects competitive market conditions and individual experience and performance •Commensurate with scope of responsibility, experience, internal value of the position and impact to the Company, reflecting internal pay equity | ||||||||||||
Annual Cash Incentive | ||||||||||||||
Performance-Based | •Variable cash compensation motivates achievement of annual strategic goals, as measured by objective, pre-established financial metrics •Metrics are intended to drive consistent growth and stockholder value creation by measuring successful execution of our current strategy | •Target opportunities are based on market data and reflect impact to the Company of the executive role •Actual payouts are based on achievement of measurable Company performance and individual or team performance |
55 |
Long-Term Incentive | ||||||||||||||
| •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 •Payouts 50% on 50% on relative total shareholder return (rTSR) against a comparator group composed of the S&P 500 IT Services Index and a custom peer group over the three-year performance period, aligning executive pay with the creation of stockholder value
Cliff vesting feature requires continued employment through the end of the |
|
|
Time-Based Restricted Stock Units (RSUs)* | •Aligns to stockholder interests by providing a retention incentive and rewarding increase in stock price over time | •30% LTI weighting of regular annual grant in RSUs for the CEO •Vests in increments over a three-year period |
|
*
56 | 2023 Proxy Statement |
Base salaries are individually determined based on a variety of considerations, including individual and Company performance, responsibilities associated with the role, skills, experience, achievements, and the competitive market for the position.
In the Spring of 2021, at the time that
|
Further, as previously stated in the CD&A, the Compensation Committee, in alignment with the full Board, determined not to increase Mr. Salvino’s base salary for fiscal 2023.
NEO | Fiscal 2021 Base Salary ($) | Fiscal 2022 Base Salary ($) | % Change | NEO | Fiscal 2022 Base Salary ($) | Fiscal 2023 Base Salary ($) | Change (%) | |||||||||||||||||||
Michael J. Salvino | 1,250,000 | 1,350,000 | 8 | % | Michael J. Salvino | 1,350,000 | — | |||||||||||||||||||
Kenneth P. Sharp | 700,000 | 700,000 | 0 | % | Kenneth P. Sharp | 700,000 | 725,000 | 4% | ||||||||||||||||||
Mary E. Finch | 700,000 | 700,000 | 0 | % | Mary E. Finch | 700,000 | — | |||||||||||||||||||
Christopher Drumgoole | Christopher Drumgoole | 700,000 | — | |||||||||||||||||||||||
William L. Deckelman Jr. | 600,000 | 600,000 | 0 | % | William L. Deckelman Jr. | 600,000 | — | |||||||||||||||||||
Vinod Bagal | 625,000 | 625,000 | 0 | % |
Financial Metrics 100% | Total 100% | |||||||||||||
Organic Revenue Growth % 40% | Adjusted EBIT Margin % 60% | Pool Funding |
57 |
Adjusted Earnings Before Interest 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 Taxes*. The Compensation Committee selected without the impacts of acquisitions and divestitures.
* For a reconciliation of Adjusted Earnings Before Interest and Taxes as set forth in this Proxy Statement to the nearest GAAP measure, see “Appendix B: Non-GAAP Financial Measure.”
|
|
Target, Threshold, and Maximum Performance Levels
A key component of our Transformation Journey is to unlock value by rationalizing and optimizing our portfolio of businesses. The Company believes that these actions have the ability to position the Company for higher growth and expanded margins. Our portfolio shaping actions have included, and will include, disposing of non-core businesses and using proceeds to buy back outstanding shares of stock. While the Board and the Compensation Committee viewed these dispositions as being in the best interests of the Company and our stockholders, the loss of the revenue and earnings from these businesses necessarily affected the Company’s gross revenue and gross Adjusted EBIT and targets were set accordingly.
The fiscal 2022 Adjusted EBIT target, with 60% weighting, was set approximately 37% above the fiscal 2021 actual achievement, which was primarily driven by expectations regarding growth in Global Business Services (higher margin, positive organic growth business), optimization efforts, and strong performance on contracts, as well as the disposition of certain businesses.
The fiscal 2022 Revenue target, with 40% weighting, was set at a level approximately 6% below the fiscal 2021 actual result because of the previously disclosed dispositions of non-core businesses, and was quite rigorous and challenging to achieve.
The
shown below.
Such amount may then be subject to an individual performance modifier at the discretion of the Compensation Committee.
As previously explained in the CD&A, although
Pool Funding | Target Bonus | Individual Performance Modifier | Individual Payout |
CEO’s annual cash incentive.
NEO | Fiscal 2023 Target Annual Cash Incentive Plan Opportunity as a % of Base Salary | Fiscal 2023 Target Annual Cash Incentive Plan Opportunity ($) | ||||||
Michael J. Salvino | 200.0 | 2,700,000 | ||||||
Kenneth P. Sharp | 125.0 | 906,250 | ||||||
Mary E. Finch | 110.0 | 770,000 | ||||||
Christopher Drumgoole | 110.0 | 770,000 | ||||||
William L. Deckelman Jr. | 110.0 | 660,000 |
percentages in fiscal 2023.
As previously mentioned, a key component of our Transformation Journey turnaround strategy is to unlock value by rationalizing and optimizing our portfolio of businesses. The CEO, in agreement with the Board, viewed these dispositions as being in the best interests of the Company and our stockholders in the long-term. As a result of the dispositions, the year-over-year revenue and earnings from these businesses that were disposed of lowered the Company’s gross revenue and gross Adjusted EBIT values.
For fiscal 2022, as recommended by the CEO, and with full approval of the Compensation Committee, a negative modifier of approximately 7 percentage points was applied as a result of not achieving all optimization objectives in all countries. This decision signifies the importance of other business objectives, in addition to revenue and adjusted EBIT goals, in the achievement of our overall objectives. The Company pool funding for fiscal 2022 was adjusted downward from 82% calculated pool funding to 75%.
| 59 |
Performance Metric | Relative Weighting (%) | Target | Actual Result | Attainment % | Funding (% of Target) | Weighted Funding % | ||||||||||||||
Organic Revenue Growth %(1)(2) | 40% | 0.0% | (2.7%) | 97% | 73% | 29% | ||||||||||||||
Adjusted EBIT Margin %(2) | 60% | 9.0% | 8.0% | 90% | 51% | 31% | ||||||||||||||
Calculated Pool Funding % | 60% |
Performance Metric | Relative Weighting (%) | Target | Actual Result | % Attainment | Funding (% of Target) | Weighted Funding % | ||||||||||||||||
Revenues ($M)(1) | 40% | $ | 16,633 | $16,265 | 98% | 89% | 36% | |||||||||||||||
Adjusted EBIT ($M)(2) | 60% | $ | 1,514 | $1,375 | 91% | 77% | 46% | |||||||||||||||
Calculated Pool Funding % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 82% | ||||||
Final Pool Funding % after Negative Modifier Applied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 75% |
|
|
most comparable GAAP measure, see “Appendix: Non-GAAP Financial Measures.”
For background, in fiscal 2021, the Management team and the Compensation Committee took steps to integrate a human capital metric, employee engagement, to fund the annual incentive pool, underscoring our commitment to ESG. Based on prior stockholder feedback, starting in fiscal 2022, we did not use employee engagement, a non-financial metric, to fund the annual incentive pool. Instead, we used the employee engagement survey, run by a third-party provider, as an input to assess the performance of the management team.
The employee engagement score reinforces our commitment to human capital, which is a critical component of our ESG and people-first strategy that enables us to execute on the Transformation Journey. ESG is a growing Company-wide focus for DXC, and our Board and management are actively engaged in setting goals and monitoring progress. The Compensation Committee looks to our senior executive officers to be the most responsible for embodying the DXC culture and engaging employees.
In fiscal 2022, we achieved an engagement score of 72 and participation in the engagement survey increased from 61% to 78%, an indication that our people are engaged in building our culture and our leadership team is having a positive impact in taking care of our colleagues who are serving our customers.
In fiscal 2022, in addition to reviewing the employee engagement score, the Compensation Committee evaluated the performance of the CEO (as determined by the Board) and other NEOs (as provided by the CEO) as a team, based on the following Transformation Journey-related goals and achievements:
Inspire and take care of our colleagues, which was highlighted by how well DXC took care of our people throughout the COVID-19 pandemic and in the course of the Ukraine / Russian conflict.
Take care of our customers, as evidenced by our strong NPS score of 31, which is now above the industry benchmark range of 20 to 30 and demonstrates that our customers are very supportive of DXC in the marketplace.
Optimize costs, where our focus is on portfolio shaping and managing our cost base. We made good progress in portfolio shaping by divesting businesses that did not fit our strategy and we drove out costs across the organization, expanding our margins.
|
Seize the market, where our Book to Bill numbers continue to show that we can win. Our trailing 12-month Book to Bill of 1.1 is a very good outcome.
In terms of the financial foundation, the management team has successfully executed on (3) initiatives: (1) Improving cash flow generation, (2) refinancing debt with lower associated interest costs, and 3) the remediation of the material weakness. All three of these items have put DXC in a stronger financial position.
Payout Determination
For fiscal 2022, the Compensation Committee capped the fiscal 2022 short-term incentive program payout at target and approved a reduction of the short-term incentive pool funding from 82% to 75%. The CEO is not involved in decisions pertaining to his own compensation or payouts. The Compensation Committee in alignment with the full Board determines the CEO compensation. An individual performance modifier was not applied to any of the named executive officers. They were all assessed as one team. levels.
NEO | Pool Funding % | X | Target Bonus | = | Individual Payout | |||||||||
Michael J. Salvino | 75% | X | $2,700,000 | = | $2,025,000 | |||||||||
Kenneth P. Sharp | 75% | X | $ 770,000 | = | $ 577,500 | |||||||||
Mary E. Finch | 75% | X | $ 770,000 | = | $ 577,500 | |||||||||
William L. Deckelman Jr. | 75% | X | $ 660,000 | = | $ 495,000 | |||||||||
Vinod Bagal | 75% | X | $ 687,500 | = | $ 515,625 |
NEO | Pool Funding % | X | Target Annual Cash Incentive | = | Individual Payout | ||||||||||||
Michael J. Salvino | 60% | X | $2,700,000 | = | $1,620,000 | ||||||||||||
Kenneth P. Sharp | 60% | X | $906,250 | = | $543,750 | ||||||||||||
Mary E. Finch | 60% | X | $770,000 | = | $462,000 | ||||||||||||
Christopher Drumgoole | 60% | X | $770,000 | = | $462,000 | ||||||||||||
William L. Deckelman Jr. | 60% | X | $660,000 | = | $396,000 |
60 | 2023 Proxy Statement |
We believe that
Equity Vehicle | Fiscal 2023 Allocation | Vesting Period | How Payouts Are Determined |
| Rationale for Use |
PSUs | •70% for CEO •60% for other NEOs |
| 50% on relative total shareholder return (rTSR) against a comparator group composed of the S&P 500 IT Services Index and a custom peer group over the three-year performance period* 50% on cumulative Free Cash Flow (FCF) achievement over the three-year performance period | •rTSR performance aligns executive officer compensation directly with the creation of stockholder value •Cumulative FCF production aligns executive officer compensation directly with a key long-term indicator of fiscal strength •Promotes long-term focus |
Equity Vehicles and Mix for Annual Grants
In fiscal 2022, the Compensation Committee approved the long-term incentive grants to the NEOs in the form of two different vehicles:
RSUs | ||||||||||||||||||
| ||||||||||||||||||
| • • |
| ||||||||||||||||
|
| 3 years: 1/3 per year | Value of stock at vesting | •Aligns with stockholders •Promotes retention •Provides alignment to stockholders’ interests, even during periods of market volatility |
61 |
For the fiscal 2022 PSUs, performance is measured in terms of stock price growth throughouttotal shareholder return for the three-year performance period, which ties executiveperiod. These comparison companies were reviewed and approved by the Compensation Committee. The group of companies is slightly different and broader than the fiscal 2023 compensation directly to the creation of long-term stockholder value.
peer group identified under “Compensation Peer Group and Peer Selection Process” above:
DXC Technology’s Fiscal 2023 PSU rTSR Peer Group | ||
S&P 500 IT Services Index Companies + Additional Custom Peer Group Companies: Conduent Incorporated Cisco Systems, Inc. Hewlett Packard Enterprise Company Intel Corporation Kyndryl Holdings, Inc. Unisys Corporation VMware, Inc. |
In addition, stockholder feedback from our fiscal 2022 outreach reflected support and encouragement from our stockholders for the change to these new metrics.
Fiscal 2022 Regular Annual PSU Grants
2023-2025.
|
The vesting for the PSUs rangesrange from 0% to 200% of the target number of shares of the grant. There is no vesting unless there is at least 9% price appreciation (threshold achievement at which 40% of the target number of shares would be earned),grant, and the vesting is50% based on rTSR will be capped at 200% when stock price appreciation reaches 46% or higher (maximum achievement).100% for negative TSR. Since this is a 3-year cliff plan, the actual value received by NEOs will be based on the stock price at the time of vesting whenafter the 3-year performance period ends. Moreover, the vested shares are also subject to significant shareholding requirements, including 7x salary for the CEO. The Compensation Committee believes that the rigorous targets, long-term performance measurement and vesting period, and meaningful shareholding requirements ensure that our PSU program aligns with long-term stockholder interests and market practice.
•The values of, allocations to, and proportion of total compensation represented by the long-term incentive opportunities at the peer group companies;
•Individual performance and criticality of, and expected future, contributions of the NEO;
•Time in role, skills, and level of experience; and
•Retention considerations.
| ||
| ||
| ||
| ||
|
Fiscal 2022 Grants of PSUs and RSUs
Based on the target long-term incentive opportunity, the Compensation Committee determined the aggregate target value of the long-term incentive equity grants, and then allocated the target value 70%/50%60% PSUs and 30%/50%40% RSUs for the CEO and NEOs, respectively. The 70% allocation to PSUs for the CEO underscored the significant emphasis on performance-based equity.
62 |
| 2023 Proxy Statement |
NEO | Base Salary ($) | Target LTI (%) | Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | ||||||||||||||||
Michael J. Salvino | 1,350,000 | 941%* | 12,700,000 | 8,890,000 | 288,075 | 3,810,000 | 123,461 | ||||||||||||||||
Kenneth P. Sharp | 725,000 | 510% | 3,697,500 | 2,218,500 | 71,889 | 1,479,000 | 47,926 | ||||||||||||||||
Mary E. Finch | 700,000 | 300% | 2,100,000 | 1,260,000 | 40,830 | 840,000 | 27,220 | ||||||||||||||||
Christopher Drumgoole | 700,000 | 250% | 1,750,000 | 1,050,000 | 34,025 | 700,000 | 22,683 | ||||||||||||||||
William L. Deckelman Jr. | 600,000 | 250% | 1,500,000 | 900,000 | 29,164 | 600,000 | 19,443 |
NEO | Base Salary ($) | Target LTI % | Target Value ($) | PSUs ($) | PSUs (#) | RSUs ($) | RSUs (#) | |||||||||||||||||||
Michael J. Salvino | 1,350,000 | 941% | 12,700,000 | 8,890,000 | 279,209 | 3,810,000 | 119,661 | |||||||||||||||||||
Kenneth P. Sharp | 700,000 | 400% | 2,800,000 | 1,400,000 | 43,970 | 1,400,000 | 43,970 | |||||||||||||||||||
Mary E. Finch | 700,000 | 300% | 2,100,000 | 1,050,000 | 32,977 | 1,050,000 | 32,977 | |||||||||||||||||||
William L. Deckelman Jr. | 600,000 | 250% | 1,500,000 | 750,000 | 23,555 | 750,000 | 23,555 | |||||||||||||||||||
Vinod Bagal(1) | 625,000 | 250% | 1,570,000 | 785,000 | 24,655 | 785,000 | 24,655 |
|
0%
The fiscal 2020 PSU goals were not achieved. Therefore, the entire fiscal 2020 PSU award was forfeited.
The stock price growth rates are relative to the average closing price during the three-month period leading up to and including the grant date of June 2, 2020. PSU payouts ranged from 0% to 200% of the target number of shares of the grant, with the 200% vesting maximum representing a 26% CAGR or 100% stock price appreciation.
63 |
As a result25.4% for the median of the below-threshold levelGICS 4510 Software and Services industry.
our stockholders.
NEO(1) | Target EPS PSUs (#) | EPS PSU Award Achievement % | Earned EPS PSUs (#) | Target Free Cash Flow PSUs | Free Cash Flow PSU Award Achievement % | Earned Free Cash Flow PSUs | ||||||||||||||||||||||||
Michael J. Salvino(2) | 80,819 | 0 | % | — | 26,940 | 0 | % | — | ||||||||||||||||||||||
William L. Deckelman Jr. | 12,568 | 0 | % | — | 4,189 | 0 | % | — | ||||||||||||||||||||||
Vinod Bagal(2) | 11,130 | 0 | % | — | 3,710 | 0 | % | — |
NEO | Target PSUs (#) | PSU Award Achievement (%) | Earned PSUs (#) | ||||||||
Michael J. Salvino | 519,818 | 150% | 779,727 | ||||||||
Kenneth P. Sharp(1) | 24,618 | 150% | 36,927 | ||||||||
Mary E. Finch | 68,226 | 150% | 102,339 | ||||||||
Christopher Drumgoole | 34,113 | 150% | 51,170 | ||||||||
William L. Deckelman Jr. | 48,733 | 150% | 73,100 |
|
|
|
Fiscal 2023 PSU Arrangements
For fiscal 2023, the Compensation Committee has modified the structure of the 3-year PSU program to include 50% relative TSR (S&P 500 IT Service Index and industry peer set) and 50% Free Cash Flow CAGR.
Other Elements of Compensation
Matched Asset Plan (MAP) | Broad-based, qualified, defined contribution 401(k) plan with Company match on a portion of employee contributions and directed investment alternatives. | |||||
Deferred Compensation Plan | Unfunded plan offered to a select group of management or highly compensated employees. Allows participants to defer receipt of incentive compensation and salary. |
Additionally, in fiscal 2023, the Company provided access to corporate aircraft to Mr. Drumgoole.64 2023 Proxy Statement quality of lifequality-of-life benefits and protections.isand Mr. Drumgoole are taxed on the value of this usage according to IRS rules and no tax gross-up is provided for personal usage of corporate aircraft or any other perquisite he receives.they receive. See the notes to the Summary Compensation Table for more information about the perquisites provided to the NEOs.67
|
Career Shares
For fiscal 2022, we made several changes to the severance arrangements for our NEOs for qualifying employment terminations related to a change in control, in order to more closely align the arrangements between the CEO and our other NEOs, and to align these arrangements with market practices. As amended, our
65 |
Control.
Position | Multiple of Base Salary | |||||||
CEO | 7x | |||||||
Other Executive Officers | 3x |
67 |
|
|
were not reasonably likely to have a material adverse effect on the Company. We also considered the Company’s robust executive stock ownership guidelines, clawbackclaw back policy and anti-hedging and anti-pledging policies as risk mitigatingrisk-mitigating features of our executive compensation program.
2023.
Mukesh Aghi
Executive Compensation Tables
Summary Compensation Table
Name and Principal Position (a) | Fiscal Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards(4) ($) (f) | Non-Equity Incentive Plan Comp.(5) ($) (g) | Change in Pension and Nonqualified Deferred Comp. Earnings(6) ($) (h) | All Other Comp.(7) ($) (i) | Total ($) (j) | ||||||||||||||||||||
Michael J. Salvino Chairman, President and Chief Executive Officer | 2023 | 1,298,077 | — | 17,130,174 | — | 1,620,000 | — | 269,721 | 20,317,972 | ||||||||||||||||||||
2022 | 1,365,064 | — | 25,087,727 | — | 2,025,000 | — | 238,889 | 28,716,680 | |||||||||||||||||||||
2021 | 1,250,000 | — | 15,311,312 | — | 5,000,000 | — | 171,808 | 21,733,120 | |||||||||||||||||||||
Kenneth P. Sharp Executive Vice President and Chief Financial Officer | 2023 | 690,865 | — | 4,877,660 | — | 543,750 | — | 13,559 | 6,125,834 | ||||||||||||||||||||
2022 | 722,436 | — | 4,908,371 | — | 577,500 | — | 10,692 | 6,218,999 | |||||||||||||||||||||
2021 | 215,385 | 750,000 | 1,673,186 | — | 291,000 | — | 2,029 | 2,931,600 | |||||||||||||||||||||
Mary E. Finch Executive Vice President and Chief Human Resources Officer | 2023 | 673,077 | — | 2,770,315 | — | 462,000 | — | 13,903 | 3,919,295 | ||||||||||||||||||||
2022 | 722,436 | — | 3,681,222 | — | 577,500 | — | 10,692 | 4,991,850 | |||||||||||||||||||||
2021 | 700,000 | — | 3,899,241 | 960,500 | — | 15,824 | 5,575,565 | ||||||||||||||||||||||
Christopher Drumgoole Executive Vice President and Chief Operating Officer | 2023 | 673,077 | — | 2,308,575 | — | 462,000 | — | 33,283 | 3,476,935 | ||||||||||||||||||||
William L. Deckelman Jr. Executive Vice President and General Counsel | 2023 | 576,923 | — | 2,291,226 | — | 396,000 | — | 30,161 | 3,294,310 | ||||||||||||||||||||
2022 | 619,231 | — | 3,055,400 | — | 495,000 | — | 24,462 | 4,194,093 | |||||||||||||||||||||
2021 | 600,000 | — | 2,313,613 | — | 823,500 | — | 24,536 | 3,761,649 |
Name and Principal Position (a) | Fiscal Year (b) | Salary1 (c) | Bonus2 (d) | Stock Awards3 (e) | Option Awards4 (f) | Non-Equity Incentive Plan Comp.5 (g) | Change in Pension Value and Nonqualified Deferred Comp. Earnings6 (h) | All Other Comp.7 (i) | Total (j) | ||||||||||||||||||||||||||||||||||||
Michael J. Salvino President and Chief Executive Officer | 2022 | $ | 1,365,064 | — | $ | 25,087,727 | — | $ | 2,025,000 | — | $ | 238,889 | $ | 28,716,680 | |||||||||||||||||||||||||||||||
2021 | $ | 1,250,000 | — | $ | 15,311,312 | — | $ | 5,000,000 | — | $ | 171,808 | $ | 21,733,120 | ||||||||||||||||||||||||||||||||
2020 | $ | 658,654 | $ | 3,250,000 | $ | 9,350,018 | — | — | — | $ | 61,833 | $ | 13,320,505 | ||||||||||||||||||||||||||||||||
Kenneth P. Sharp Executive Vice President and Chief Financial Officer | 2022 | $ | 722,436 | — | $ | 4,908,371 | — | $ | 577,500 | — | $ | 10,692 | $ | 6,218,999 | |||||||||||||||||||||||||||||||
2021 | $ | 215,385 | $ | 750,000 | $ | 1,673,186 | — | $ | 291,000 | — | $ | 2,029 | $ | 2,931,600 | |||||||||||||||||||||||||||||||
Mary E. Finch Executive Vice President and Chief Human Resources Officer | 2022 | $ | 722,436 | — | $ | 3,681,222 | — | $ | 577,500 | — | $ | 10,692 | $ | 4,991,850 | |||||||||||||||||||||||||||||||
2021 | $ | 700,000 | — | $ | 3,899,241 | — | $ | 960,500 | — | $ | 15,824 | $ | 5,575,565 | ||||||||||||||||||||||||||||||||
2020 | $ | 333,846 | $ | 1,133,945 | $ | 2,727,693 | — | — | — | $ | 541 | $ | 4,196,025 | ||||||||||||||||||||||||||||||||
William L. Deckelman Jr. Executive Vice President and General Counsel | 2022 | $ | 619,231 | — | $ | 3,055,400 | — | $ | 495,000 | — | $ | 24,462 | $ | 4,194,093 | |||||||||||||||||||||||||||||||
2021 | $ | 600,000 | — | $ | 2,313,613 | — | $ | 823,500 | — | $ | 24,536 | $ | 3,761,649 | ||||||||||||||||||||||||||||||||
2020 | $ | 600,000 | — | $ | 1,426,738 | — | — | — | $ | 17,628 | $ | 2,044,366 | |||||||||||||||||||||||||||||||||
Vinod Bagal Executive Vice President, Global Delivery | 2022 | $ | 645,032 | — | $ | 2,752,238 | — | $ | 515,625 | — | $ | 10,514 | $ | 3,923,410 | |||||||||||||||||||||||||||||||
2021 | $ | 625,000 | — | $ | 3,027,212 | — | $ | 857,500 | — | $ | 18,148 | $ | 4,527,860 | ||||||||||||||||||||||||||||||||
2020 | $ | 247,596 | $ | 1,038,185 | $ | 1,698,507 | — | — | — | $ | 401 | $ | 2,984,689 |
|
|
|
| ||||||||||
69 |
|
Fiscal 2023 Stock Awards at Maximum Value ($) | |||||
Michael J. Salvino | |||||
Kenneth P. Sharp | 8,067,366 | ||||
Mary E. Finch | 4,581,943 | ||||
Christopher Drumgoole |
| ||||
William L. Deckelman Jr. | 3,585,232 |
Personal Use of Corporate Aircraft(a) ($) | 401(k) Plan Matching Contribution(b) ($) | Basic Life Insurance Premiums ($) | |||||||||
Michael J. Salvino | 233,302 | 9,150 | 2,269 | ||||||||
Kenneth P. Sharp | — | 9,150 | 1,659 | ||||||||
Mary E. Finch | — | 9,150 | 1,588 | ||||||||
Christopher Drumgoole | 2,895 | 9,150 | 1,588 | ||||||||
William L. Deckelman Jr. | — | 9,150 | 1,361 |
70 |
| 2023 Proxy Statement |
|
|
|
Personal Use of Aircraft (a) | 401(k) Plan Matching Contribution (b) | Basic Life Insurance Premiums | Financial Planning (c) | ||||||||||||||||||||
| |||||||||||||||||||||||
Michael J. Salvino | $ | 202,488 | $ | 8,700 | $ | 2,365 | $ | 25,000 | |||||||||||||||
Kenneth P. Sharp | — | $ | 8,700 | $ | 1,656 | — | |||||||||||||||||
Mary E. Finch | — | $ | 8,700 | $ | 1,656 | — | |||||||||||||||||
William L. Deckelman Jr. | — | $ | 3,688 | $ | 1,419 | $ | 19,355 | ||||||||||||||||
Vinod Bagal | — | $ | 8,700 | $ | 1,478 | — | |||||||||||||||||
|
|
|
|
|
Grants of Plan-Based Awards
Grant Date (b) | Approval Date (c) | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payments Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Units (j) | All Other Option Awards: Number of Securities Underlying Options (k) | Exercise of Base Price of Option Awards (l) | Grant Fair Value of Stock and Awards (m) | |||||||||||||||||||||||||||||||||||||||||
Name (a) | Threshold (d) | Target (e) | Maximum (f) | Threshold (g) | Target (h) | Maximum (i) | ||||||||||||||||||||||||||||||||||||||||||
Michael J. Salvino |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Annual Cash Incentive Plan | — | — | $ | 1,350,000 | $ | 2,700,000 | $ | 5,400,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
RSUs – Performance(2) | 1-Jun-21 | 17-May-21 | — | — | — | 111,684 | 279,209 | 558,418 | — | — | — | $ | 20,527,446 | |||||||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 119,661 | — | — | $ | 4,560,281 | |||||||||||||||||||||||||||||||||||
Kenneth P. Sharp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Annual Cash Incentive Plan | — | — | $ | 385,000 | $ | 770,000 | $ | 1,540,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
RSUs – Performance(2) | 1-Jun-21 | 17-May-21 | — | — | — | 17,588 | 43,970 | 87,940 | — | — | — | $ | 3,232,674 | |||||||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 43,970 | — | — | $ | 1,675,697 | |||||||||||||||||||||||||||||||||||
Mary E. Finch |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Annual Cash Incentive Plan | — | — | $ | 385,000 | $ | 770,000 | $ | 1,540,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
RSUs – Performance(2) | 1-Jun-21 | 17-May-21 | — | — | — | 13,191 | 32,977 | 65,954 | — | — | — | $ | 2,424,469 | |||||||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 32,977 | — | — | $ | 1,256,753 | |||||||||||||||||||||||||||||||||||
William L. Deckelman Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Annual Cash Incentive Plan | — | — | $ | 330,000 | $ | 660,000 | $ | 1,320,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
RSUs – Performance(2) | 1-Jun-21 | 17-May-21 | — | — | — | 9,422 | 23,555 | 47,110 | — | — | — | $ | 1,731,764 | |||||||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 23,555 | — | — | $ | 897,681 | |||||||||||||||||||||||||||||||||||
RSUs – Career Shares(4) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 11,177 | — | — | $ | 425,955 | |||||||||||||||||||||||||||||||||||
Vinod Bagal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Annual Cash Incentive Plan | — | — | $ | 343,750 | $ | 687,500 | $ | 1,375,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
RSUs – Performance(2) | 1-Jun-21 | 17-May-21 | — | — | — | 9,862 | 24,655 | 49,310 | — | — | — | $ | 1,812,636 | |||||||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 1-Jun-21 | 17-May-21 | — | — | — | — | — | — | 24,655 | — | — | $ | 939,602 |
Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payments Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise of Base Price of Option Awards ($) (l) | Grant Date Fair Value of Stock and Options Awards ($) (m) | ||||||||||||||||||||||||||||||||||||
Name (a) | Grant Date (b) | Approval Date (c) | Threshold ($) (d) | Target ($) (e) | Maximum ($) (f) | Threshold (#) (g) | Target (#) (h) | Maximum (#) (i) | |||||||||||||||||||||||||||||||||
Michael J. Salvino | |||||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive Plan | — | — | 1,350,000 | 2,700,000 | 5,400,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 144,038 | 288,075 | 575,150 | — | — | — | 12,781,878 | |||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 123,461 | — | — | 4,348,296 | |||||||||||||||||||||||||||||
Kenneth P. Sharp | |||||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive Plan | — | — | 453,125 | 906,250 | 1,812,500 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 35,945 | 71,889 | 143,778 | — | — | 3,189,706 | ||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 47,926 | — | — | 1,687,954 | |||||||||||||||||||||||||||||
Mary E. Finch | |||||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive Plan | — | — | 385,000 | 770,000 | 1,540,000 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 20,415 | 40,830 | 81,660 | — | — | 1,811,627 | ||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 27,220 | — | — | 958,688 | |||||||||||||||||||||||||||||
Christopher Drumgoole | |||||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive Plan | — | — | 385,000 | 770,000 | 1,540,000 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 17,013 | 34,025 | 68,050 | — | — | 1,509,680 | ||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 22,683 | — | — | 798,895 |
|
|
|
|
| 71 |
Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payments Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock Units (#) (j) | All Other Option Awards: Number of Securities Underlying Options (#) (k) | Exercise of Base Price of Option Awards ($) (l) | Grant Date Fair Value of Stock and Options Awards ($) (m) | ||||||||||||||||||||||||||||||||||||
Name (a) | Grant Date (b) | Approval Date (c) | Threshold ($) (d) | Target ($) (e) | Maximum ($) (f) | Threshold (#) (g) | Target (#) (h) | Maximum (#) (i) | |||||||||||||||||||||||||||||||||
William L. Deckelman Jr. | |||||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive Plan | — | — | 330,000 | 660,000 | 1,320,000 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
RSUs – Performance(2) | 31-May-22 | 16-May-22 | — | — | — | 14,582 | 29,164 | 58,328 | — | — | 1,294,007 | ||||||||||||||||||||||||||||||
RSUs – Time-Based(3) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 19,443 | — | — | 684,782 | |||||||||||||||||||||||||||||
RSUs – Career Shares(4) | 31-May-22 | 16-May-22 | — | — | — | — | — | — | 8,871 | — | — | 312,437 |
| ||||||
72 | 2023 Proxy Statement |
2023
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name (a) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (b) | Number of Securities Underlying Unexercised Options Unexercisable (c) | Option Exercise Price (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (f) | Market Value of Shares or Units of Stock That Have Not Vested(1) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or That Have Not Vested(1) (i) | |||||||||||||||||||||||||||
Michael J. Salvino | 9/12/2019 | — | — | — | — | 15,393 | 2 | $ | 502,274 | — | — | |||||||||||||||||||||||||
9/12/2019 | — | — | — | — | 44,642 | 3 | $ | 1,456,668 | — | — | ||||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 86,636 | 2 | $ | 2,826,933 | 1,039,636 | 4 | $ | 33,923,323 | ||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 69,252 | 5 | $ | 2,259,693 | — | — | ||||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 119,661 | 2 | $ | 3,904,538 | 558,418 | 6 | $ | 18,221,179 | ||||||||||||||||||||||||
Kenneth P. Sharp | 12/15/2020 | — | — | — | — | — | — | 49,236 | 4 | $ | 1,606,571 | |||||||||||||||||||||||||
12/15/2020 | — | — | — | — | 24,618 | 3 | $ | 803,285 | — | — | ||||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 43,970 | 2 | $ | 1,434,741 | 87,940 | 6 | $ | 2,869,482 | ||||||||||||||||||||||||
Mary E. Finch | 11/15/2019 | — | — | — | — | 24,421 | 3 | $ | 796,857 | — | — | |||||||||||||||||||||||||
4/15/2020 | — | — | — | — | 9,810 | 5 | $ | 320,100 | — | — | ||||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 45,483 | 2 | $ | 1,484,110 | 136,452 | 4 | $ | 4,452,429 | ||||||||||||||||||||||||
3/25/2021 | — | — | — | — | 19,729 | 7 | $ | 643,757 | — | — | ||||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 32,977 | 2 | $ | 1,076,040 | 65,954 | 6 | $ | 2,152,079 | ||||||||||||||||||||||||
William L. Deckelman Jr. | 5/16/2014 | 33,331 | — | $ | 23.63 | 5/16/2024 | 8 | — | — | — | — | |||||||||||||||||||||||||
5/22/2015 | 67,575 | — | $ | 26.58 | 5/22/2025 | 8 | — | — | — | — | ||||||||||||||||||||||||||
5/27/2016 | 23,991 | — | $ | 42.59 | 5/27/2026 | 8 | 2,329 | 9 | $ | 75,995 | — | — | ||||||||||||||||||||||||
5/31/2017 | — | — | — | — | 2,032 | 9 | $ | 66,304 | — | — | ||||||||||||||||||||||||||
5/30/2018 | — | — | — | — | 4,701 | 9 | $ | 153,394 | — | — | ||||||||||||||||||||||||||
5/29/2019 | — | — | — | — | 2,393 | 2 | $ | 78,084 | — | — | ||||||||||||||||||||||||||
5/29/2019 | — | — | — | — | 4,768 | 9 | $ | 155,580 | — | — | ||||||||||||||||||||||||||
4/15/2020 | — | — | — | — | 9,810 | 5 | $ | 320,100 | — | — | ||||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 32,488 | 2 | $ | 1,060,083 | 97,466 | 4 | $ | 3,180,316 | ||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 9,747 | 9 | $ | 318,045 | — | — | ||||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 23,555 | 2 | $ | 768,600 | 47,110 | 6 | $ | 1,537,199 | ||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 11,177 | 9 | $ | 364,706 | — | — | ||||||||||||||||||||||||||
Vinod Bagal | 11/15/2019 | — | — | — | — | 2,119 | 2 | $ | 69,143 | — | — | |||||||||||||||||||||||||
11/15/2019 | — | — | — | — | 8,140 | 3 | $ | 265,608 | — | — | ||||||||||||||||||||||||||
4/15/2020 | — | — | — | — | 9,810 | 5 | $ | 320,100 | — | — | ||||||||||||||||||||||||||
6/2/2020 | — | — | — | — | 33,842 | 2 | $ | 1,104,264 | 101,528 | 4 | $ | 3,312,859 | ||||||||||||||||||||||||
3/25/2021 | — | — | — | — | 14,656 | 7 | $ | 478,225 | — | — | ||||||||||||||||||||||||||
6/1/2021 | — | — | — | — | 24,655 | 2 | $ | 804,493 | 49,310 | 6 | 1,608,985 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
Name (a) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Exercisable (#) (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (#) (f) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) (i) | |||||||||||||||||||||||
Michael J. Salvino | 6/2/20 | — | — | — | — | 43,318(2) | 1,107,208 | — | — | |||||||||||||||||||||||
6/2/20 | — | — | — | — | 779,727(3) | 19,929,822 | — | — | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 79,773(2) | 2,038,998 | 558,418(4) | 14,273,164 | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 123,461(2) | 3,155,663 | 576,150(5) | 14,726,394 | ||||||||||||||||||||||||
Kenneth P. Sharp | 12/15/20 | — | — | — | — | 12,309(6) | 314,618 | — | — | |||||||||||||||||||||||
12/15/20 | — | — | — | — | 36,927(3) | 943,854 | — | — | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 29,313(2) | 749,240 | 87,940(4) | 2,247,746 | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 47,926(2) | 1,224,989 | 143,778(5) | 3,674,966 | ||||||||||||||||||||||||
Mary E. Finch | 6/2/20 | — | — | — | — | 22,741(2) | 581,260 | — | — | |||||||||||||||||||||||
6/2/20 | — | — | — | — | 102,339(3) | 2,615,785 | — | — | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 21,984(2) | 561,911 | 65,954(4) | 1,685,784 | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 27,220(2) | 695,743 | 81,660(5) | 2,087,230 | ||||||||||||||||||||||||
Christopher Drumgoole | 4/15/20 | — | — | — | — | 28,309(6) | 723,578 | — | — | |||||||||||||||||||||||
6/2/20 | — | — | — | — | 11,370(2) | 290,617 | — | — | ||||||||||||||||||||||||
6/2/20 | — | — | — | — | 51,170(3) | 1,307,905 | — | — | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 14,656(2) | 374,607 | 43,970(4) | 1,123,873 | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 22,683(2) | 579,777 | 68,050(5) | 1,739,358 | ||||||||||||||||||||||||
William L. Deckelman Jr. | 5/22/15 | 67,575 | — | 26.58 | 5/22/25(7) | — | — | — | — | |||||||||||||||||||||||
5/27/16 | 23,991 | — | 42.59 | 5/27/26(7) | 2,329(8) | 59,529 | — | — | ||||||||||||||||||||||||
5/31/17 | — | — | — | — | 2,032(8) | 51,938 | — | — | ||||||||||||||||||||||||
5/30/18 | — | — | — | — | 4,701(8) | 120,158 | — | — | ||||||||||||||||||||||||
5/29/19 | — | — | — | — | 4,768(8) | 121,870 | — | — | ||||||||||||||||||||||||
6/2/20 | — | — | — | — | 16,244(2) | 415,197 | — | — | ||||||||||||||||||||||||
6/2/20 | — | — | — | — | 73,100(3) | 1,868,436 | — | — | ||||||||||||||||||||||||
6/2/20 | — | — | — | — | 9,747(8) | 249,133 | — | — | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 15,703(2) | 401,369 | 47,110(4) | 1,204,132 | ||||||||||||||||||||||||
6/1/21 | — | — | — | — | 11,177(8) | 285,684 | — | — | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 19,443(2) | 496,963 | 58,328(5) | 1,490,864 | ||||||||||||||||||||||||
5/31/22 | — | — | — | — | 8,871(8) | 226,743 | — | — |
|
|
73 |
|
|
|
|
|
|
|
Option Awards | Stock Awards | |||||||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting1 | |||||||
Michael J. Salvino | — | — | 207,234 | $ | 7,606,814 | |||||
Kenneth P. Sharp | — | — | 12,310 | $ | 377,425 | |||||
Mary E. Finch | — | — | 81,900 | $ | 2,889,227 | |||||
William L. Deckelman Jr. | 50,195 | $970,054 | 38,314 | $ | 1,439,798 | |||||
Vinod Bagal | — | — | 56,844 | $ | 2,019,581 |
Option Awards | Stock Awards | ||||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | ||||||||||||||
Michael J. Salvino | — | — | 212,493 | 7,036,105 | |||||||||||||
Kenneth P. Sharp | — | — | 26,966 | 839,035 | |||||||||||||
Mary E. Finch | — | — | 87,695 | 2,578,952 | |||||||||||||
Christopher Drumgoole | — | — | 57,344 | 1,778,917 | |||||||||||||
William L. Deckelman Jr. | 33,331 | 180,671 | 36,299 | 1,166,485 |
| |||||
74 | 2023 Proxy Statement |
2023.
|
|
participant is required to select from among four notional investment options, and deferred amounts are credited with earnings (or losses) based on the participant’s investment choices. The notional investment options mirror actual investment options offered under DXC’s Matched Asset Plan. The annual returns of the notional investment options for the twelve-month period ending March 31, 20222023 were as follows: SSgA Money Market Fund, 0.02%2.6%; BlackRock Core Bond 4.16%Fund, -4.7%; Mellon S&P 500 Index Fund, 15.65%-7.7%; and SSgA Target Retirement Income 3.27%Fund, -4.97%. Participants elect when they wish to receive distributions of their Deferred Compensation Plan account balances upon termination of employment, death, disability, change in control, or a date certain. There is a potential six-month delay in payments under the Deferred Compensation Plan to certain specified employees (as determined under Section 409A of the Internal Revenue Code) for amounts deferred on or after January 1, 2005 (as determined under Section 409A). The Deferred Compensation Plan provides for the crediting of earnings during any such payment delay period.
Executive Contributions in Last FY (b)1 | Aggregate Earnings in Last FY (c)2 | Aggregate Withdrawals/ Distribution (d) | Aggregate Balance at Last FYE (e) | |||||||
Michael J. Salvino | — | — | — | — | ||||||
Kenneth P. Sharp | $43,750 | $7 | — | $ | 43,757 | |||||
Mary E. Finch | — | — | — | — | ||||||
William L. Deckelman Jr. | — | — | — | — | ||||||
Vinod Bagal | — | — | — | — |
Name (a) | Executive Contributions in Last FY ($) (b) | Aggregate Earnings in Last FY(1) ($) (c) | Aggregate Withdrawals/ Distribution ($) (d) | Aggregate Balance at Last FYE ($) (e) | ||||||||||
Michael J. Salvino | — | — | — | — | ||||||||||
Kenneth P. Sharp | — | (3,384) | — | 40,373 | ||||||||||
Mary E. Finch | — | — | — | — | ||||||||||
Christopher Drumgoole | — | — | — | — | ||||||||||
William L. Deckelman Jr. | — | — | — | — |
|
|
75 |
2023.
•had a voluntary termination of employment for Good Reason (as defined below) within two years afterward, or
•had an involuntary termination of employment, other than for death, disability or Cause (as defined below), within three years afterward,
The Severance Plan does not provide for any tax gross-ups on any amounts payable in connection with a Change in Control.
•Change ofin Control means the consummation of a change in the ownership of DXC, a change in effective control of DXC or a change in the ownership of a substantial portion of the assets of DXC, in each case, as defined under Section 409A of the Internal Revenue Code.
•A participant’s termination of employment with DXC is deemed for Good Reason if it occurs within six months of any of the following without the participant’s express written consent:
|
|
|
|
76 |
| 2023 Proxy Statement |
|
|
|
|
|
4.A failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change in Control, or a reduction in the participant’s participation in any such plan, unless the participant is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;
|
|
|
|
inat the discretion of DXC and the Compensation Committee, up to 12 months of base salary continuation, paid in installments, and up to 12 months of DXC-provided healthcare coverage continuation. Terminated executives also are eligible to receive a pro-rata portion of the annual cash incentive award earned for the year of employment termination, subject to approval by the Compensation Committee.77 BagalDrumgoole and Ms. Finch) are entitled under the terms of individual offer letters with the Company to severance benefits similar to, and in lieu of, the benefits provided under the Severance Policy above, except that the amount of the severance is equal to 1x base salary plus target bonus, is payable in a lump sum and may (in certain cases) be paid on a termination by the executive for good reason in addition to a termination by the Company without cause.ofin Control (as defined above), RSUs and PSUs granted by DXC provide for accelerated vesting (with PSUs granted prior to fiscal 2021 vesting at 100% of782022 Proxy Statement
|
target and PSUs granted in fiscal 2021 or later vesting at the greater of target or actual performance achieved as of the change in control).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. Salvino, pursuant to the terms of his employment agreement, a termination without cause or termination for good reason), or termination due to death, disability, or retirement (for outstanding fiscal 2022 and prior equity awards, executive qualifies for retirement if separation from service occurs on or after age 62 with at least 10 years of service.
service; for fiscal 2023 equity awards or later, executive qualifies for retirement if separation from service occurs on or after age 55 with at least 5 years of service).
•a pro-rata annual cash incentive award for the year in which the termination occurred, based on DXC’s actual performance for the entire fiscal year, payable at the time annual cash incentive awards are generally paid (the pro-rata bonus);
78 | 2023 Proxy Statement |
•for a Qualifying Termination that is in connection with a changeChange in controlControl of the Company (i.e., a termination by the Company without cause that is within 3 years after a changeChange in controlControl or a termination by the CEO for good reason that is within 2 years after a change in control), a severance payment equal to three times the sum of Mr. Salvino’s (A) base salary and (B) the greater of (1) the average of the three most recent annual cash incentive awards paid or determined, (2) the target annual bonus for the year of termination, or (3) the most recent annual bonus paid or determined prior to termination, payable in a lump sum if such termination occurs within 2 years following the date of the changeChange in controlControl and otherwise in monthly installments; and
|
|
•accelerated vesting of equity awards as described below.
Mr. Salvino’s employment agreement does not provide for any tax gross-ups on any amounts payable in connection with a Change in Control.
79 |
|
Potential Payments Upon Change in Control and Termination of Employment
Cash-based Payments | Equity-based Awards(1) | Total Payments(6) | ||||||||||||||||||
Cash Severance(2) | Misc. Benefits Continuation (COBRA)(3) | Performance- Vesting RSUs(4) | Service- Vesting RSUs(5) | (Cash + Equity) | ||||||||||||||||
Michael J. Salvino | $ | 21,075,000 | $ | 1,000,000 | $ | 54,567,407 | $ | 10,950,106 | $ | 87,592,513 | ||||||||||
Kenneth P. Sharp | $ | 3,710,000 | $ | 50,605 | $ | 4,303,884 | $ | 2,238,026 | $ | 10,302,515 | ||||||||||
Mary E. Finch | $ | 4,091,000 | $ | 36,588 | $ | 6,475,383 | $ | 4,320,865 | $ | 14,923,836 | ||||||||||
William L. Deckelman Jr. | $ | 3,507,000 | $ | 54,991 | $ | 5,172,064 | $ | 2,226,867 | $ | 10,960,922 | ||||||||||
Vinod Bagal | $ | 3,652,500 | $ | 64,626 | $ | 5,309,534 | $ | 3,041,834 | $ | 12,068,494 |
Cash-based Payments | Equity-based Payments(1) | Total Payments(6) | |||||||||||||||||||||
Cash Severance(2) ($) | Misc. Benefits Continuation (COBRA)(3) ($) | Performance- Vesting RSUs(4) ($) | Service-Vesting RSUs(5) ($) | (Cash + Equity) ($) | |||||||||||||||||||
Michael J. Salvino | 13,770,000 | 1,000,000 | 42,845,129 | 6,301,869 | 63,916,998 | ||||||||||||||||||
Kenneth P. Sharp | 4,168,750 | 57,672 | 3,672,285 | 2,288,847 | 10,187,554 | ||||||||||||||||||
Mary E. Finch | 3,710,000 | 38,568 | 5,546,699 | 1,838,914 | 11,134,181 | ||||||||||||||||||
Christopher Drumgoole | 3,710,000 | 83,865 | 3,961,928 | 1,313,528 | 9,069,321 | ||||||||||||||||||
William L. Deckelman Jr. | 3,180,000 | 62,235 | 3,486,256 | 1,968,580 | 8,697,071 |
|
|
|
|
|
|
80 |
| 2023 Proxy Statement |
Cash Severance Benefit(1)
| Benefits Continuation(2)
| Performance-
| Service-
| Aggregate Payments
| ||||||||||||||||||
Michael J. Salvino | Termination without Cause/for Good Reason | $ | 8,775,000 | $ | 1,000,000 | — | (4) | $ | 3,744,010 | (4) | $ | 13,519,010 | ||||||||||
| Death/Disability | $ | 2,025,000 | — | $ | 16,550,555 | (5) | $ | 10,950,106 | (5) | $ | 29,525,661 | ||||||||||
Kenneth P. Sharp | Termination without Cause | $ | 1,470,000 | $ | 25,303 | — | — | $ | 1,495,303 | |||||||||||||
| Death/Disability | — | — | $ | 795,409 | (5) | $ | 2,238,026 | (5) | $ | 3,033,435 | |||||||||||
Mary E. Finch | Termination without Cause | $ | 1,470,000 | $ | 18,294 | — | — | $ | 1,488,294 | |||||||||||||
| Death/Disability | — | — | $ | 1,751,093 | (5) | $ | 4,320,865 | (5) | $ | 6,071,958 | |||||||||||
William L. Deckelman Jr. | Termination without Cause | $ | 1,095,000 | $ | 27,496 | — | (6) | $ | 803,338 | (6) | $ | 1,925,834 | ||||||||||
| Retirement | — | — | — | (6) | $ | 803,338 | (6) | $ | 803,338 | ||||||||||||
| Death/Disability | — | — | $ | 1,782,377 | (5) | $ | 2,226,867 | (5) | $ | 4,009,244 | |||||||||||
Vinod Bagal | Termination without Cause | $ | 1,312,500 | $ | 32,313 | — | — | $ | 1,344,813 | |||||||||||||
| Death/Disability | — | — | $ | 1,694,165 | (5) | $ | 3,041,834 | (5) | $ | 4,735,999 |
Cash Severance Benefit(1) ($) | Benefits Continuation(2) ($) | Performance- Vesting RSUs(3) ($) | Service- Vesting RSUs(3) ($) | Total Payments ($) | ||||||||||||||||
Michael J. Salvino | Termination without Cause/for Good Reason | 9,720,000 | 1,000,000 | —(4) | 2,471,585(4) | 13,191,585 | ||||||||||||||
Death/Disability | 1,620,000 | — | 19,726,826(5) | 6,301,869(5) | 27,648,695 | |||||||||||||||
Kenneth P. Sharp | Termination without Cause/for Good Reason | 1,631,250 | 28,836 | — | — | 1,660,086 | ||||||||||||||
Death/Disability | — | — | 1,768,889(5) | 2,288,847(5) | 4,057,736 | |||||||||||||||
Mary E. Finch | Termination without Cause/for Good Reason | 1,470,000 | 19,284 | — | — | 1,489,284 | ||||||||||||||
Death/Disability | — | — | 2,552,813(5) | 1,838,914(5) | 4,391,727 | |||||||||||||||
Christopher Drumgoole | Termination without Cause/for Good Reason | 1,470,000 | 41,933 | — | — | 1,511,933 | ||||||||||||||
Death/Disability | — | — | 1,472,458(5) | 1,968,580(5) | 3,441,038 | |||||||||||||||
William L. Deckelman Jr. | Termination without Cause/for Good Reason | 996,000 | 31,117 | — (6) | 639,390(6) | 1,666,507 | ||||||||||||||
Retirement | — | — | — (6) | 639,390(6) | 639,390 | |||||||||||||||
Death/Disability | — | — | 1,823,439(5) | 1,313,528 (5) | 3,136,867 |
|
|
|
|
|
|
81 |
Fiscal 2022 CEO Pay Ratio
As required under the SEC rules, a new median employee will be identified for the fiscal 2024 disclosure.
•We used January 1, 2021, as the date to identify our median employee. The median employee was determined by using total taxable income, also referred to as W-2 earnings, for all U.S. employees and equivalent total taxable income for employees located outside of the United States, for the 2020 calendar year;
•Annualized salaries for full-time and part-time permanent employees that were not employed for the full calendar year of 2020 were used. We did not annualize the salaries of seasonal or temporary employees;
•For employees located outside of the United States, local currency compensation was converted to U.S. dollars using the Company’s standard exchange rates for fiscal 2021, which are also used for financial reporting purposes;
•Given DXC’s presence in approximately 70 countries, in determining the median employee we used cost-of-living adjustments to normalize differences in the underlying economic conditions of the countries where DXC operates, as permitted under the rules. Cost-of-living adjustments were initially based on the World Bank’s 2020 PPP ratio, or Purchasing Power Parity, for all countries outside of the United StatesStates; and World Bank’s 20212022 PPP ratio was used to update our median employee’s compensation data for this fiscal 20222023 disclosure; and
•As permitted by the de minimis exemption under the rules, we excluded 6,847 employees in Costa Rica (1,845), Switzerland (616), New Zealand (566), Sweden (448), Hungary (441), Lithuania (342), Ireland (302), Hong Kong (266), Portugal (259), Chile (258), Austria (250), Norway (225), Taiwan (216), Thailand (205), Serbia (113), Colombia (108), Luxembourg (106), Finland (75), Peru (74), Republic of Korea (68), Indonesia (35), Fiji (15), Panama (6), Greece (5), Croatia (2), and Cyprus (1) who, as a group, represented approximately 5% of our total employee population of nearly 131,500 on January 1, 2021. As a result of these exclusions, the employee population used to identify our median employee consisted of approximately 124,650 employees.
82 | 2023 Proxy Statement |
Fiscal Year | Summary Compensation Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in millions) | Free Cash Flow(5) ($ in millions) | |||||||||||||||||||
TSR ($) | Peer Group TSR(4) ($) | |||||||||||||||||||||||||
2023 | 20,317,972 | (1,015,552) | 4,204,094 | 1,442,117 | 209.53 | 162.66 | (566) | 737 | ||||||||||||||||||
2022 | 28,716,680 | 30,679,306 | 4,832,088 | 5,153,180 | 276.76 | 184.28 | 736 | 743 | ||||||||||||||||||
2021 | 21,733,120 | 44,697,450 | 5,146,324 | 6,300,328 | 261.37 | 169.51 | (146) | (652) |
Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | ||||||
Kenneth P. Sharp | Kenneth P. Sharp | |||||||
Mary E. Finch | Mary E. Finch | Mary E. Finch | ||||||
Vinod Bagal |
| Christopher Drumgoole | ||||||
William L. Deckelman Jr. | Vinod Bagal | William L. Deckelman Jr. | ||||||
Paul N. Saleh | ||||||||
Neil Manna |
83 |
| ||||||
Fiscal Year | Summary Compensation Table Total for Mr. Salvino ($) | Exclusion of Stock Awards for Mr. Salvino ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | Compensation Actually Paid to Mr. Salvino ($) | ||||||||||
2023 | 20,317,972 | 17,130,174 | (4,203,350) | (1,015,552) | ||||||||||
2022 | 28,716,680 | 25,087,727 | 27,050,353 | 30,679,306 | ||||||||||
2021 | 21,733,120 | 15,311,312 | 38,275,642 | 44,697,450 |
Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||
2023 | 4,204,094 | 3,061,944 | 299,967 | 1,442,117 | ||||||||||
2022 | 4,832,088 | 3,599,308 | 3,920,400 | 5,153,180 | ||||||||||
2021 | 5,146,324 | 2,807,624 | 3,961,628 | 6,300,328 |
Fiscal Year | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Mr. Salvino ($) | Change in Fair Value of Prior Awards that Remained Unvested at Year End for Mr. Salvino ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Mr. Salvino ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Mr. Salvino ($) | Value of Dividends Paid on Stock Awards Not Otherwise Included for Mr. Salvino ($) | Total - Inclusion of Equity Values for Mr. Salvino ($) | ||||||||||||||
2023 | 10,916,402 | (15,247,425) | — | 102,458 | 25,215 | (4,203,350) | ||||||||||||||
2022 | 23,666,951 | 3,071,643 | — | 286,543 | 25,216 | 27,050,353 | ||||||||||||||
2021 | 34,966,312 | 1,622,393 | 1,271,467 | 390,254 | 25,216 | 38,275,642 |
84 | 2023 Proxy Statement |
Fiscal Year | Average Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value of Prior Awards that Remained Unvested at Year End for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Average Value of Dividends Paid on Stock Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | ||||||||||||||
2023 | 1,934,108 | (1,606,924) | 78,109 | (108,393) | 3,067 | 299,967 | ||||||||||||||
2022 | 3,235,621 | 370,681 | 106,489 | 201,597 | 6,012 | 3,920,400 | ||||||||||||||
2021 | 3,601,866 | 41,020 | 196,348 | 94,901 | 27,493 | 3,961,628 |
Free Cash Flow | ||
Organic Revenue Growth % | ||
Adjusted EBIT Margin % | ||
Relative TSR |
85 |
86 | 2023 Proxy Statement |
87 |
DXC.
| ||
|
2023 Annual Meeting.
Annual Meeting.
Annual Meeting.
|
|
stockholders and DXC. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
88 | 2023 Proxy Statement |
|
1-855-449-0991 (U.S. Domestic Toll Free)
1-720-378-5962 (International)
|
call the numbers that will be listed on the virtual meeting website.
|
•to elect the 1011 director nominees listed in this proxy statement;
•to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;2024;
| 89 |
to approve, in a non-binding advisory vote, our named executive officer compensation.
|
Proposal No. 1 | FOR the election of each of the | |||||
Proposal No. 2 | FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, | |||||
Proposal No. 3 | FOR the approval, in a non-binding advisory vote, of our named executive officer compensation | |||||
Proposal No. 4 | ONE YEAR for the frequency of holding future non-binding advisory votes on named executive officer compensation |
|
|
|
|
| |||||
90 | 2023 Proxy Statement |
|
|
13.What is the difference between holding shares as a stockholder of record and as a beneficial owner?
|
|
91 |
2024.
|
|
therefore, they will have no effect on the outcome of the vote on this proposal. We do not expect any broker non-votes on this proposal.
|
•indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board, or
•return a signed proxy card but do not indicate how you wish to vote,
|
92 | 2023 Proxy Statement |
20, 2023.
|
|
proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to the CorporateBoard Secretary of DXC (20408 Bashan Drive, Suite 231, Ashburn, VA 20147), specifying such revocation. You may change your vote by a later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy or by voting by ballot electronically at the annual meeting. However, please note that if you would like to vote at the annual meeting and you are not the stockholder of record, you must have your 16-digit control number.
|
|
|
|
93 |
|
|
Vote by Telephone
Corporate
Facsimile: 1-703-991-0430
•not earlier than the close of business on March 28, 2023;27, 2024; and
•not later than the close of business on April 27, 2023.
Act. We intend to file a proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2024 annual meeting of stockholders.
95 |
|
|
If you would like an additional copy of the proxy materials, these documents are available on the Company’s website, www.dxc.technology,www.dxc.com, under “Financials/“Financials/SEC Filings.Filings.” These documents are also available without charge to any stockholder, upon request, by calling 1-703-245-9700emailing investor.relations@dxc.com or writing to:
|
Appendix A – Independence Standards
A director is “independent” if the Board of Directors has determined that he or she has no material relationship with DXC Technology or any of its consolidated subsidiaries (collectively, the “Company”), either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company. For purposes of this definition, the Board has determined that a director is not “independent” if:
|
|
|
|
|
An “immediate family” member includes a director’s spouse, parents, children, siblings, mother-in-law and father-in-law,sons-in-law and daughters-in-law,brothers-in-law and sisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.
| ppendix |
Appendix |
Appendix B – Non-GAAP Financial Measures
97 |
Fiscal Year Ended | |||||
(in millions) | March 31, 2022 | ||||
Net Income | $ | 736 | |||
Income tax expense |
| 405 | |||
Interest income |
| (65 | ) | ||
Interest expense |
| 204 | |||
EBIT |
| 1,280 | |||
Restructuring costs |
| 318 | |||
Transaction, separation, and integration-related costs |
| 26 | |||
Amortization of acquired intangible assets |
| 434 | |||
Gains on dispositions |
| (341 | ) | ||
Pension and OPEB actuarial and settlement gains |
| (684 | ) | ||
Debt extinguishment costs |
| 311 | |||
Impairment losses |
| 31 | |||
Adjusted EBIT | $ | 1,375 | |||
EBIT Margin |
| 7.9 | % | ||
Adjusted EBIT Margin |
| 8.5 | % |
Fiscal Year Ended March 31, 2023 | |||||||
Net loss | (566) | ||||||
Income tax benefit | (319) | ||||||
Interest income | (135) | ||||||
Interest expense | 200 | ||||||
EBIT | (820) | ||||||
Restructuring costs | 216 | ||||||
Transaction, separation, and integration-related costs | 16 | ||||||
Amortization of acquired intangible assets | 402 | ||||||
Merger related indemnification | 46 | ||||||
SEC Matter | 8 | ||||||
Gains on dispositions | (190) | ||||||
Pension and OPEB actuarial and settlement losses | 1,431 | ||||||
Arbitration loss | 29 | ||||||
Impairment losses | 19 | ||||||
Adjusted EBIT | $ | 1,157 | |||||
EBIT Margin | (5.7) | % | |||||
Adjusted EBIT Margin | 8.0 | % |
98 | 2023 Proxy Statement |
| ||||||
Fiscal Year Ended | |||||
(in millions) | March 31, 2021 | ||||
Net loss | ($ | 146 | ) | ||
Income tax expense |
| 800 | |||
Interest income |
| (98 | ) | ||
Interest expense |
| 361 | |||
EBIT |
| 917 | |||
Restructuring costs |
| 551 | |||
Transaction, separation, and integration-related costs |
| 358 | |||
Amortization of acquired intangible assets |
| 530 | |||
Gain on dispositions |
| (2,004 | ) | ||
Pension and OPEB actuarial and settlement losses |
| 519 | |||
Debt extinguishment costs |
| 41 | |||
Impairment losses |
| 190 | |||
Adjusted EBIT | $ | 1,102 | |||
EBIT Margin |
| 5.2 | % | ||
Adjusted EBIT Margin |
| 6.2 | % |
(in millions) | Fiscal Year Ended March 31, 2022 | ||||
Net income | $ | 736 | |||
Income tax expense | 405 | ||||
Interest income | (65) | ||||
Interest expense | 204 | ||||
EBIT | 1,280 | ||||
Restructuring costs | 318 | ||||
Transaction, separation, and integration-related costs | 26 | ||||
Amortization of acquired intangible assets | 434 | ||||
Gains on dispositions | (341) | ||||
Pension and OPEB actuarial and settlement gains | (684) | ||||
Debt extinguishment costs | 311 | ||||
Impairment losses | 31 | ||||
Adjusted EBIT | $ | 1,375 | |||
EBIT Margin | 7.9 | % | |||
Adjusted EBIT Margin | 8.5 | % |
% | Fiscal Year Ended March 31, 2023 | ||||||||
|
| ||||||||
Total revenue growth | (11.3) |
| % | ||||||
Foreign currency | 6.0 |
| % | ||||||
Acquisitions and divestitures | 2.6 |
| % | ||||||
Organic Revenue Growth | (2.7) |
| % |
% | Fiscal Year Ended March 31, 2022 | ||||||||
|
| ||||||||
Total revenue growth | (8.3) |
| % | ||||||
Foreign currency | (0.8) |
| % | ||||||
Acquisitions and divestitures | 6.5 |
| % | ||||||
Organic Revenue Growth | (2.6) |
| % |
| 99 |
|
Non-GAAP Diluted Earnings Per Share
Fiscal Year Ended | |||||
($) | March 31, 2022 | ||||
Diluted Earnings per Share as reported | $ | 2.81 | |||
Restructuring costs |
| 0.99 | |||
Transaction, separation, and integration-related costs |
| 0.07 | |||
Amortization of acquired intangible assets |
| 1.35 | |||
Impairment losses |
| 0.09 | |||
Gain on dispositions |
| (0.93 | ) | ||
Pension and OPEB actuarial and settlement gains |
| (1.99 | ) | ||
Debt extinguishment costs |
| 0.93 | |||
Tax Adjustment |
| 0.17 | |||
Non-GAAP Diluted Earnings per Share | $ | 3.50 |
Fiscal Year Ended | |||||
($) | March 31, 2021 | ||||
Diluted Earnings per Share as reported | ($ | 0.59 | ) | ||
Restructuring costs |
| 1.79 | |||
Transaction, separation, and integration-related costs |
| 1.06 | |||
Amortization of acquired intangible assets |
| 1.59 | |||
Impairment losses |
| 0.55 | |||
Gain on dispositions |
| (4.22 | ) | ||
Pension and OPEB actuarial and settlement losses |
| 1.57 | |||
Debt extinguishment costs |
| 0.12 | |||
Tax Adjustment |
| 0.55 | |||
Non-GAAP Diluted Earnings per Share | $ | 2.43 |
($) | Fiscal Year Ended March 31, 2023 | ||||
Diluted Earnings per Share as reported | $ | (2.48) | |||
Restructuring costs | 0.74 | ||||
Transaction, separation, and integration-related costs | 0.06 | ||||
Amortization of acquired intangible assets | 1.38 | ||||
Impairment losses | 0.06 | ||||
Merger related indemnification | 0.06 | ||||
SEC Matter | 0.03 | ||||
Gain on dispositions | (0.92) | ||||
Pension and OPEB actuarial and settlement losses | 4.89 | ||||
Arbitration loss | 0.13 | ||||
Tax Adjustment | (0.52) | ||||
Non-GAAP Diluted Earnings per Share | $ | 3.47 |
($) | Fiscal Year Ended March 31, 2022 | ||||
Diluted Earnings per Share as reported | $ | 2.81 | |||
Restructuring costs | 0.99 | ||||
Transaction, separation, and integration-related costs | 0.07 | ||||
Amortization of acquired intangible assets | 1.35 | ||||
Impairment losses | 0.09 | ||||
Gain on dispositions | (0.93) | ||||
Pension and OPEB actuarial and settlement gains | (1.99) | ||||
Debt extinguishment costs | 0.93 | ||||
Tax Adjustment | 0.17 | ||||
Non-GAAP Diluted Earnings per Share | $ | 3.50 |
100 | 2023 Proxy Statement |
Fiscal Year Ended | |||||
(in millions) | March 31, 2022 | ||||
Cash flow from Operations | $ | 1,501 | |||
Purchase of property and equipment |
| (254 | ) | ||
Transition and transformation contract costs |
| (209 | ) | ||
Software purchased or developed |
| (295 | ) | ||
Free Cash Flow | $ | 743 |
|
Fiscal Year Ended | |||||
(in millions) | March 31, 2021 | ||||
Cash flow from Operations | $ | 124 | |||
Purchase of property and equipment |
| (261 | ) | ||
Transition and transformation contract costs |
| (261 | ) | ||
Software purchased or developed |
| (254 | ) | ||
Free Cash Flow | ($ | 652 | ) |
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D87708-Z83055-Z83056 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
(in millions) | Fiscal Year Ended March 31, 2023 | ||||||||||||||||||||||
Cash flow from Operations | 1,415 | ||||||||||||||||||||||
Purchase of property and equipment | |||||||||||||||||||||||
(267) | |||||||||||||||||||||||
Transition and transformation contract costs | (223) | ||||||||||||||||||||||
Software purchased or developed | (188) | ||||||||||||||||||||||
Free Cash Flow | $ | 737 | |||||||||||||||||||||
(in millions) | Fiscal Year Ended March 31, 2022 | ||||||||||
Cash flow from Operations | $ | 1,501 | |||||||||
Purchase of property and equipment | (254) | ||||||||||
Transition and transformation contract costs | (209) | ||||||||||
Software purchased or developed | (295) | ||||||||||
Free Cash Flow | $ | ||||||||||
| |||||||||||
| |||||||||||
743 |
(in millions) |
March 31, 2021 | |||||||||||||||||||||
Cash flow from Operations | $ | 124 | ||||||||||||||||||||
|
|
|
|
IMPORTANT NOTICE TO STOCKHOLDERS
VOTING PREVENTS ESCHEATMENT
Most states have escheatment laws which require DXC to transfer stockholder accounts when they meet that state’s criteria for abandoned property. These laws require DXC to issue a replacement stock certificate to the applicable state and the certificate in the stockholder’s possession is cancelled on the records of DXC’s transfer agent. While the specified number of years varies by state, escheatment generally occurs if you have not voted during a three-year period and you have not contacted DXC’s transfer agent during that time. After delivery to the state, the stock often is sold and claimants are given only the proceeds of the sale, which may or may not be to your benefit, depending on the subsequent trend of the stock price. In addition, it can take many months to retrieve custody of the stock or the proceeds of its sale.
Therefore, it is very important that you vote and that DXC has your current address. If you have moved, please provide your new address to DXC’s transfer agent: EQ Shareowner Services, P.O. Box 64874, St. Paul, MN 55164-0874; telephone 800.468.9716; and Internet address: shareowneronline.com. Please inform EQ if there are multiple accounts or stock is held under more than one name.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
D87709-Z83055-Z83056
| (261) | ||||
Transition and | (261) | ||||
Software purchased or
| (254) | ||||
Free Cash Flow | $ | (652) |
101 |