DXC Technology Co

COMPONENTS OF OUR COMPENSATION PROGRAM

Fiscal 2025 Executive Compensation Program Overview

DXC’s executive compensation program aligns with our business strategy and aligns with our pay for performance philosophy. The program for our NEOs for fiscal 2025 is outlined in the table below. Our program was structured with a mix of variable and fixed compensation that incentivizes achievement of short-term financial objectives and long-term stockholder value creation and appropriately considers the objectives and measures of success entailed in our strategic priorities.

Fiscal 2025 Pay Components

The Compensation Committee uses the components of compensation outlined in the chart below in order to achieve its executive compensation program objectives. The Compensation Committee has developed a balanced program, but also focuses on metrics that can be measured in the near-term that drive value for our stockholders. To verify that each executive officer’s total compensation is consistent with the Compensation Committee’s compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy, the Compensation Committee regularly reviews all components of the program.

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*As discussed below, our executive officers are subject to rigorous stock ownership guidelines in order to further align their interests with the interests of our stockholders.

The graphics below illustrate the fiscal 2025 mix of fixed, target short-term incentive, and target long-term incentive compensation we provided to our CEO and other NEOs.*

*The above pay mix percentages reflected are rounded to the nearest whole percentage number.

Total Target Direct Compensation Decisions – Predominantly in long term component:

As disclosed in DXC’s fiscal 2024 Proxy Statement, when Mr. Fernandez was appointed to full-time President and Chief Executive Officer on February 1, 2024, the Compensation Committee, in consultation with Pay Governance, considered his proven experience and executive leadership and aligned his fiscal 2025 total target compensation with the prior CEO’s fiscal 2024 total target compensation, which was also aligned with the peer median total target compensation of approximately $19,000,000. In accordance with our pay for performance and stockholder alignment philosophy, the vast majority (93%) of the target total direct compensation opportunity in fiscal 2025 was variable and at-risk, with a majority (69%) being subject to rigorous short- and long-term performance conditions.

Also, consistent with our pay for performance model, during fiscal 2025, the Compensation Committee increased the target total compensation of both Mr. Del Bene to approximately align his pay with the median of peer CFOs, and Mr. Drumgoole due to him assuming an expanded role in a critical business leadership position of the Company in fiscal 2025. The vast majority (100% for Mr. Del Bene and 90% for Mr. Drumgoole) of the target compensation increases were allocated to the long-term incentive component to further align compensation to stockholders’ interests. No other fiscal 2025 NEOs received any adjustments.

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Base Salary

Base salary is designed to compensate executives for normal day-to-day responsibilities and represents the fixed component of annual total pay.

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.

1. As disclosed in DXC’s 2024 Proxy Statement, all elements of Mr. Fernandez’s fiscal 2024 target compensation were per the arrangements established in connection with his role as Interim President and Chief Executive Officer. Mr. Fernandez’s Employment Agreement as the full-time President and Chief Executive Officer was effective as of April 1, 2024, the first day of DXC’s fiscal 2025.

2. Mr. Wilson left DXC during fiscal 2024 (August 2024).

3. Mr. Brady left DXC during fiscal 2024 (November 2024).

For newly hired executive officers, including Mr. Fawcett, the Compensation Committee establishes initial base salaries at the time the executive officer is hired, considering the position and the executive’s experience and qualifications, as well as peer and market data.

As part of its overall retention strategy, effective April 1, 2025 (the first day of DXC’s fiscal 2026), the Compensation Committee also approved increases to Mr. Fernandez’s annual base salary from $1,380,000 to $1,500,000 and to Mr. Del Bene’s salary from $725,000 to $800,000, respectively.

Annual Cash Incentive Plan

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

Overview

DXC’s fiscal 2025 annual cash incentive plan’s pool funding, subject to additional caps on payouts, is calculated based on the following formula:

Financial Performance Measures

The amount of the incentive pool, if any, under the annual cash incentive plan is based on our achievement against pre-defined targets on two financial performance metrics.

The two financial performance measures, Organic Revenue Growth Percentage (“%”)1 and Adjusted EBIT Margin Percentage (“%”)2, collectively represented 100% of the target opportunity for the fiscal 2025 annual cash incentive plan. Organic Revenue Growth and Adjusted EBIT Margin are critical building blocks to achieve our key strategic goals and drive stockholder value creation, with equal weighting on top-line revenue growth and overall sustained profitability, as both closely correlate to cash generation, which is a key component of driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are equally weighted to reinforce that both revenue and profits are equally important in driving sustainable growth for DXC.*

1. Organic Revenue Growth %. Organic Revenue Growth % measures the year over year percentage growth in GAAP Revenue through internal organic growth without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures.

2. Adjusted Earnings Before Interest and Taxes (EBIT) Margin %. Adjusted EBIT Margin, which is GAAP EBIT adjusted to exclude certain items which DXC management believes are not indicative of operating performance, including restructuring costs, amortization of acquired intangible assets, transaction, separation, and integration-related costs, merger-related indemnification, gains and losses on dispositions of businesses, pension and OPEB actuarial and settlement losses and impairment losses.

Target, Threshold, and Maximum Performance Levels

The Compensation Committee set the performance targets at levels that it considered rigorous and challenging, that required substantial effort to achieve, and that considered the relevant risks and degree of difficulty during our transition path to sustained growth. The Compensation Committee also took into consideration the recent disposition of businesses as part of DXC’s strategic priorities and how such dispositions may affect the relevant financial performance of the Company. In determining specific financial goals for the year, the Compensation Committee reviewed the annual operating plan, various factors related to the achievability of budgeted goals, including the risks associated with various macroeconomic factors, and performance relative to prior years.

The Compensation Committee set the threshold level such that significant performance as a percent of the target opportunity would need to be attained (90% for Adjusted EBIT Margin % and 95% for Organic Revenue Growth %, respectively) and set the maximum level at 105% for Organic Revenue Growth % and 110% for Adjusted EBIT Margin %, respectively, to underscore the importance of achieving the targets and present a significant challenge requiring exceptionally strong performance and significant effort to achieve.

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If performance for a metric is below the threshold level, then the payout will be 0% of the target payout. If we achieve 100% of target performance for a metric, the payout is 100% of target. If performance is between the threshold level and target level, or the target level and the maximum level, then the payout will be determined based on the payout graph below, providing between 50% and 200% of the target payout based on linear interpolation. If performance is above the maximum level, the maximum payout of 200% of target will be earned for that metric.

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

Individual Performance Modifier & Business Performance Allocation of Pool Funding

Once the pool funding is determined, the pool funding percentage is applied to the product of (i) the executive’s base salary and (ii) the target opportunity percentage. The pool funding is also then allocated to each business in alignment with financial performance to ensure higher performing businesses receive a higher percentage of the funding and vice versa. Final funded amounts may then be subject to an individual performance modifier at the discretion of the Compensation Committee.

The individual modifier ranges from 0% to 200%, but for fiscal 2025, it was not applied to any of the named executive officers for individual performance because they were all assessed as one team. The standard formula for calculating the individual payout in the plan is as follows:

Although the Compensation Committee discusses the pool funding with the CEO, he is not involved in decisions pertaining to his own compensation or payouts. The Compensation Committee, in alignment with the full Board, determines the CEO’s annual cash incentive.

Target Opportunities

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

1. Mr. Drumgoole’s target annual cash incentive opportunity is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase.

2. Mr. Wilson left DXC during fiscal 2024 (August 2024).

3. Mr. Brady left DXC during fiscal 2024 (November 2024).

For fiscal 2025, the Compensation Committee determined to increase Mr. Drumgoole’s target annual cash incentive opportunity as a percentage of base salary by 10 percentage points due to him assuming an expanded role in a critical business leadership position in fiscal 2025. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2025.

As part of its retention strategy, effective April 1, 2025 (the first day of DXC’s fiscal 2026), the Compensation Committee also approved increases to Mr. Fernandez’s target annual cash incentive opportunity from 200% of base salary to 250% of base salary and to Mr. Del Bene’s target annual cash incentive opportunity from 125% of base salary to 135% of base salary, respectively.

Achievement of Financial Metrics

The Compensation Committee verifies achievement relative to the targets for Organic Revenue Growth % and Adjusted EBIT Margin % to determine the respective performance levels, and then translates those performance levels to pool funding levels.

The Compensation Committee set the performance targets at levels that it considered rigorous and challenging, that required substantial effort to achieve, and that considered the relevant risks and degree of difficulty. The targets for the annual incentive compensation program are below.

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The Company’s achievement for Adjusted EBIT Margin % resulted in 96.0% funding for the metric and achievement for Organic Revenue Growth % resulted in 85.1% funding for the metric, which were both below target performance, but above threshold, resulting in a calculated payout of 91% of target, also demonstrating the alignment between pay and performance.

1. For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix - Non-GAAP Financial Measures.”

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

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

Payout Determination

The Compensation Committee verified achievement of financial metrics relative to the targets to determine the respective performance levels.

The total payout under our annual cash incentive plan for each NEO for fiscal 2025 is reflected in the table below.

1. Mr. Wilson and Mr. Brady both left DXC during fiscal 2025 and their entire respective fiscal 2025 annual cash incentive payout opportunities were canceled.

2. In accordance with the fiscal 2025 annual cash incentive plan design, the funding for Mr. Boville’s and Mr. Drumgoole’s individual payouts was modified based on the financial performance of their respective business offerings.

3. Mr. Drumgoole’s target annual cash incentive opportunity is prorated based on the May 1, 2024 effective date of his fiscal 2025 compensation increase.

4. Final rounded individual payouts include the application of additional accrued pool funding for all NEOs except Mr. Boville.

Long-Term Incentives

The third main component of our executive compensation program is long-term incentives delivered in the form of equity. Consistent with our pay for performance philosophy, this component is also the largest component of executive total pay.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term stockholder value. The Compensation Committee, based on recommendations from management and its compensation consultant, structured the long-term incentive opportunity for the NEOs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so.

The use of equity as the vehicle for long-term incentives creates a strong link between performance and payouts, and a strong alignment between the interests of executive officers and our stockholders. Multi-year vesting improves retention because it gives executives an incentive to stay with the Company throughout the vesting period and be actively engaged in driving strong financial results.

Finally, stock-based grants create an ownership mindset by giving executives an equity stake in the business, which gives them a strong incentive to manage the Company with the long-term perspective of an owner.

Equity Vehicles and Mix for Annual Grants

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

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

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

Stockholder feedback continues to reflect support and encouragement for use of these PSU components.

The time-based RSUs are complementary to performance-based PSUs because they provide strong retention value, help balance periods of stock price volatility, and reinforce an ownership culture and commitment to creating stockholder value.

The PSUs granted to the NEOs represent the opportunity to earn shares at the end of the three-year performance cycle based on a 100% cumulative FCF weighted metric and +/-20% rTSR modifier for the performance period of fiscal 2025-2027.

The PSUs, if any, will vest after the end of the three-year performance period. The vesting for the PSUs range from 0% to 200% of the target number of shares of the grant, inclusive of the +/-20% rTSR modifier, and the rTSR modifier will be capped at 0% for negative TSR. Since this is a three-year cliff plan, the actual value received by NEOs will be based on the stock price at the time of vesting after the three-year performance period ends. Moreover, the vested shares are also subject to significant shareholding requirements, including 7x salary for the CEO.

Target Opportunities

The Compensation Committee established target long-term incentive opportunities for each of the NEOs, considering the following:

•The values of, allocations to, and proportion of total compensation represented by the long-term incentive opportunities at the peer group companies

•Individual performance and criticality of, and expected future, contributions of the NEO

•Time in role, skills, and level of experience

•Retention considerations

The Compensation Committee determined the aggregate target value of the long-term incentive equity grants, and then allocated the target value 70%/60% PSUs and 30%/40% RSUs for the CEO and other NEOs, respectively. The 70% allocation to PSUs for the CEO underscores the significant emphasis on performance-based equity.

The specific long-term incentive opportunity for each NEO for fiscal 2025 was as follows:

*Mr. Fernandez’s Target LTI % is rounded to the nearest whole percentage number.

1. Mr. Wilson and Mr. Brady both left DXC during fiscal 2025 and their entire respective fiscal 2025 annual equity grants were canceled.

In line with DXC’s Equity Grant Policy, the number of PSUs and RSUs granted was calculated by dividing the target dollar amount of each award by the average closing price of DXC stock for the three-month period ending on the grant date. This approach reduces the impact that positive or negative swings in our stock price can have on the executive’s award size. The grant value that appears in the Summary Compensation Table will be different than the executive’s target value set forth below because it is calculated by multiplying the number of target PSUs and RSUs granted by the grant date fair value, which is determined using a Monte Carlo valuation for the PSUs and is determined using the closing price on the date of grant for the RSUs. The actual amount realized will depend on financial and relative stock price performance over the three-year performance period.

Vesting of Fiscal 2023 PSUs

In fiscal 2023, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2023-2025. The PSUs granted to the NEOs represented the opportunity to earn shares at the end of the three-year performance cycle based 50% on cumulative Free Cash Flow (“FCF”) performance and 50% on relative Total Shareholder Return (“rTSR”). For the 50% FCF metric, the NEOs earned PSUs based on the three-year cumulative FCF performance as compared to FCF pre-set targets. For the 50% rTSR metric, the NEOs earned PSUs based on the three-year rTSR performance as compared to a custom peer group.

The FCF performance levels set by the Compensation Committee reflected rigorous cumulative three-year growth rates, as compared to the most recent completed fiscal year FCF performance (fiscal 2022) at the time of the fiscal 2023 PSUs grant date in May 2022, which was used as a baseline and then combined with the cumulative total of the two most recent completed fiscal year FCF performances (fiscal 2021-2022) to establish a 3-year cumulative FCF performance comparison of $834,000,000 in setting the target growth rates.

More specifically, the FCF target performance level of $1,360,000,000 required an approximate cumulative growth rate of a rigorous 63.1% over the three-year comparator performance period. The threshold performance level of $1,230,000,000 required approximately a 47.5% total cumulative growth rate. Below that there is no payout. PSU payouts based on the 50% FCF metric ranged from 0% to 200% of one-half of the target number of shares of the fiscal 2023 PSU grant, with the 200% vesting maximum performance level of $1,500,000,000 representing a cumulative growth rate of approximately 79.9%.

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After the end of the three-year period, the Compensation Committee determined that based on the cumulative FCF performance of $2,180,000,000, the 50% portion of the fiscal 2023 PSUs based on the performance of the FCF metric earned at 200% of target, with an achieved cumulative FCF growth rate of approximately 161.4%, as compared to the above-noted three-year comparator cumulative FCF.

For the 50% portion of the fiscal 2023 PSUs based on the rTSR metric, the three-year target performance level was set at the 50th percentile of the rTSR peer group. The threshold performance level was set at the 25th percentile of the rTSR peer group. Below that there is no payout. PSU payouts based on the 50% rTSR metric ranged from 0% to 200% of one-half of the target number of shares of the fiscal 2023 PSU grant, with the 200% vesting maximum performance level set at the 75th percentile of the rTSR peer group. DXC’s three-year TSR performance of -45.56% was compared against the custom group of peers and calculated to be at the 6th percentile of the rTSR peer group, which was below the threshold payout performance. As such, there was no payout of shares for the 50% portion of the fiscal 2023 PSUs based on the rTSR metric.*

In addition, the closing stock price on the settlement date of May 21, 2025 for the fiscal 2023 PSUs was 42% of the value of the closing stock price on May 31, 2022, the grant date of the fiscal 2023 PSUs, further reflecting executive performance-based realized pay aligning with our stockholder experience over the three-year performance period.

Also, our NEOs are subject to rigorous stock ownership guidelines in order to further align their interests with the long-term interests of our stockholders.

Based on these performance results, the NEOs earned PSUs in respect of their fiscal 2023 PSU grants as follows:

1. Messrs. Fernandez, Del Bene, Boville, & Wilson were not employees of the Company in fiscal 2023 and did not receive fiscal 2023 PSUs.

2. Mr. Brady left DXC in fiscal 2025 and all his outstanding fiscal 2023 PSUs were canceled.

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

The fiscal 2023 rTSR peer group consisted of the eighteen companies in the S&P 500 IT Services Index as of April 1, 2022 (the start of the three-year performance period), plus a custom peer set of seven companies that were considered business or market competitors (Conduent Incorporated, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Intel Corporation, Kyndryl Holdings, Inc., Unisys Corporation, and VMware, Inc.). VMware, Inc. was removed from the rTSR peer group upon its acquisition by Broadcom Inc. in November 2023.

Other Elements of Compensation

In addition to base salary, annual cash and long-term incentives, DXC provides a mix of other benefits as part of each NEO’s total rewards package.

Retirement Benefits

The Compensation Committee views retirement benefits as an important component of DXC’s executive compensation program. DXC offers its employees, including the NEOs, a retirement program that provides the opportunity to accumulate funds for retirement.

Health Care Benefits

DXC provides health and welfare benefits to eligible employees, including medical, dental, life, disability, and accident insurance. These benefits are available to all U.S. employees generally, including the NEOs. These programs are designed to provide certain basic quality-of-life benefits and protections.

Perquisites

DXC provides certain limited perquisites to senior executives, including the NEOs, to enhance their security and productivity. Perquisites include optional financial planning services, optional executive health screening benefits, and relocation benefits for new hires, as applicable.

We believe the benefits and limited perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Per Mr. Fernandez’s Employment Agreement, we reimburse Mr. Fernandez for up to $50,000 annually for assistance with tax preparation and financial planning, up to $50,000 annually for concierge medical plan premiums, and one-time reimbursement of up to $60,000 for legal expenses related to the preparation and execution of his Employment Agreement, which was effective as of April 1, 2024 (the first day of DXC’s fiscal 2025). In fiscal 2025, Mr. Fernandez was also provided with executive security protection, executive health services, and additional coverage of life insurance premiums and financial planning, as approved by the Compensation Committee. In addition, Mr. Fernandez may use DXC-owned or leased aircraft for business purposes and reasonable personal use for domestic flights only and subject to such limits as may be reasonably imposed by the Board. Mr. Fernandez takes an active approach to overseeing and managing our global operations, which necessitates both U.S. domestic and international travel due to our diverse set of business and operations centers and many customer locations around the world. Access to corporate aircraft is provided to Mr. Fernandez to ensure business efficiency and security/privacy of business information and communications, especially given the global nature of DXC’s business.

Mr. Fernandez was taxed on the value of the corporate aircraft usage according to IRS rules, and no tax gross-up was provided for personal usage of corporate aircraft or any other perquisite they received. See the notes to the Summary Compensation Table for more information about the perquisites provided to the NEOs.

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Severance and Change of Control Compensation

To offer competitive total compensation packages to our executive officers, align the interests of our executives with the interests of our stockholders, as well as to ensure the ongoing retention of these individuals, DXC offers certain post- employment benefits to a select group of executives, including its NEOs.

Various arrangements provide for the payment of certain severance and other benefits to participants for terminations not in connection with a Change of Control (as defined below). These arrangements generally provide for the payment of severance amounts if the CEO’s or other NEOs’ employment is terminated by us without Cause, or if the CEO or certain NEOs terminate their employment for Good Reason. For such terminations, generally cash severance amounts are one times the sum of base salary and target bonus, or two times the sum of base salary plus target bonus plus a pro rata bonus for the CEO. Twelve months of Company-subsidized COBRA continuation is also provided to executives participating in DXC’s health group plan. In addition, our NEOs are entitled to certain acceleration and/or continued vesting of all or a portion of their equity awards upon certain qualifying terminations in accordance with their equity grant agreements (and, for our CEO, under his Employment Agreement).

Our Change of Control Severance Plan for Senior Management and Key Employees (which covers our NEOs other than the CEO) and the CEO’s Employment Agreement (which covers the CEO) each provide for severance benefits upon “double trigger” terminations without Cause by the Company within three years after a Change of Control, or a termination by the NEOs for Good Reason within two years after a Change of Control. The amount of severance is equal to a multiple (as set forth below) of the sum of the NEO’s then-current annual base salary plus the greater of (i) the average of the three most recent annual cash incentive awards paid or determined, (ii) the target annual bonus for the year of termination, or (iii) the most recent annual bonus paid or determined prior to termination, plus a pro rata bonus for the year of termination, and health and welfare benefits. The multiple for NEOs other than the CEO is 2x, and the multiple for the CEO is 3x. Unvested time-vesting and performance-vesting restricted stock units are “double trigger” and vest only if there is a termination of employment following a Change of Control. There are no tax gross-ups on any amounts payable in connection with a Change of Control. In addition, our NEOs are entitled to certain acceleration and/or continued vesting of all or a portion of their equity awards upon certain qualifying terminations in connection with a Change of Control in accordance with their equity grant agreements (and, for our CEO, under his Employment Agreement).

Additional details about these severance arrangements are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section.