DXC Technology Co
For the period ended Mar 31, 2026. Filed Jun 4, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2026 · Filed Jun 4, 2026
Contents
Components of Our Compensation Program
Fiscal 2026 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 2026 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 2026 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.
| Type of Pay | Purpose | Key Characteristics |
|---|---|---|
| BASE SALARY | ||
| Fixed | •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 both on market data and internal value of position that reflect the impact to the Company of the executive role•Actual payouts are based on achievement of measurable Company performance and individual or team performance |
| 2026 Proxy Statement | 68 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
| Type of Pay | Purpose | Key Characteristics |
|---|---|---|
| LONG-TERM INCENTIVE | ||
| Performance-BasedRestricted StockUnits (PSUs)* | •Encourage focus on long-term stockholder value creation through profitable growth and increase in stock price over time•Aligns compensation with key indicators of success of our strategy•Promotes retention through long-term performance achievement and vesting requirements | •85% long-term incentive (“LTI”) weighting of annual grant in PSUs for the CEO and CFO (60% for other NEOs) ensures a substantial proportion of equity and overall compensation is performance-based•Payouts based on:•80% weighted metric of cumulative Free Cash Flow achievement and 20% weighted metric of cumulative Revenue, both over the three-year performance period against meaningful target goals, aligning executive pay with long-term financial growth, and•+/-20% modifier of relative Total Shareholder Return (“rTSR”) achievement against a custom comparator group over the three-year performance period, aligning executive pay with the creation of stockholder value•Cliff vesting feature generally requires continued employment through the end of the three-year performance period |
| Time-Based RestrictedStock Units (RSUs)* | •Aligns with stockholder interests and incentivizes long-term value creation and retention | •15% LTI weighting of annual grant in RSUs for the CEO and CFO (40% for other NEOs) •Vests in increments over a three-year period |
*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 2026 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 and represent annualized long-term incentive equity for the fiscal 2026 CEO and CFO front-loaded annual equity grants that were forwardly disclosed in the fiscal 2025 Proxy Statement and discussed further below in this fiscal 2026 CD&A.
| DXC Technology Company | 69 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
Total Target Direct Compensation Decisions – Predominantly in long term component:
After Mr. Fernandez completed his first full fiscal year as full-time President and CEO in fiscal 2025, the Compensation Committee, in consultation with Pay Governance, considered his proven experience and executive leadership and, as part of the overall retention strategy for key executives, aligned his fiscal 2026 total annualized target compensation with the peer median total target compensation of approximately $20,912,000. Further, in accordance with our pay for performance and stockholder alignment philosophy, the vast majority (93%) of the annualized target total direct compensation opportunity in fiscal 2026 was variable and at-risk, with a majority (82%) being subject to rigorous short- and long-term performance conditions.
Also, consistent with our pay for performance model, during fiscal 2026, the Compensation Committee increased the target total annualized compensation of Mr. Del Bene, to provide a competitive total compensation opportunity relative to peer CFOs as part of the overall retention strategy for key executives, and Mr. Fawcett due to his proven results in a critical corporate leadership position of the Company in fiscal 2026. The vast majority (84% for Mr. Del Bene and 90% for Mr. Fawcett) of the target compensation increases were allocated to the long-term incentive component to further align their compensation to stockholders’ interests. No other fiscal 2026 NEOs received any adjustments.
Base Salary
Base salary is designed to compensate executives for normal day-to-day responsibilities and represents the fixed component of annual total pay.
Base salaries are individually determined based on a variety of considerations, including individual and Company performance, responsibilities associated with the role, skills, experience, achievements, and the competitive market for the position.
| NEO | Fiscal 2025 Base Salary ($) | Fiscal 2026 Base Salary ($) | Change(%) |
|---|---|---|---|
| Raul J. Fernandez | 1,380,000 | 1,500,000 | 9% |
| Robert Del Bene | 725,000 | 800,000 | 10% |
| Christopher Drumgoole | 800,000 | 800,000 | 0% |
| Raymond A. August | 700,000 | 700,000 | 0% |
| Matthew K. Fawcett | 650,000 | 675,000 | 4% |
| Howard Boville(1) | 1,000,000 | 1,000,000 | 0% |
(1)Mr. Boville left DXC during fiscal 2026 (July 2025).
In setting target base salaries, the Compensation Committee considers the position and the executive’s experience, qualifications, and proven results, as well as peer and market data. In keeping with this approach and as part of its overall retention strategy, effective April 1, 2025 (the first day of DXC’s fiscal 2026), the Compensation Committee 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 and to Mr. Fawcett’s annual base salary from $650,000 to $675,000, respectively.
| 2026 Proxy Statement | 70 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
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 2026 annual cash incentive plan’s pool funding, subject to additional caps on payouts, is calculated based on the following formula:
| Financial Metrics 100% | Total 100% | |
|---|---|---|
| ORGANIC REVENUE GROWTH %150% | ADJUSTED EBIT MARGIN %250% | POOL FUNDING |
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 2026 annual cash incentive plan. Organic Revenue Growth and Adjusted EBIT Margin are critical building blocks to achieve our key strategic goals and drive stockholder value creation, with equal weighting on top-line revenue growth and overall sustained profitability, as both closely correlate to cash generation, which is a key component of driving long-term financial success for the Company in tandem with long-term value for our stockholders. The metrics are equally weighted to reinforce that both revenue and profits are equally important in driving sustainable growth for DXC.*
(1)Organic Revenue Growth %. Organic Revenue Growth % measures the year over year percentage growth in GAAP Revenue through internal organic growth without the impact of fluctuations in foreign currency rates and without the impacts of acquisitions and divestitures.
(2)Adjusted Earnings Before Interest and Taxes (EBIT) Margin %. Adjusted EBIT Margin, which is GAAP EBIT adjusted to exclude certain items which DXC management believes are not indicative of operating performance, including restructuring costs, amortization of acquired intangible assets, transaction, separation, and integration-related costs, merger-related indemnification, gains and losses on dispositions of businesses, pension and OPEB actuarial and settlement losses and impairment losses.
*For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix A - Non-GAAP Financial Measures.”
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 portion of the target opportunity would need to be attained (100 basis points below target for Adjusted EBIT Margin % and 500 basis points below target for Organic Revenue Growth %, respectively) and set the maximum level at 100 basis points above target for Adjusted EBIT Margin % and 500 basis points above target for Organic Revenue Growth %, respectively, to underscore the importance of achieving the targets and present a significant challenge requiring exceptionally strong performance and significant effort to achieve.
| DXC Technology Company | 71 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
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 2026, 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 2026, 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:
| POOLFUNDING | TARGETBONUS | INDIVIDUALPERFORMANCEMODIFIER | INDIVIDUALPAYOUT |
|---|
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.
| 2026 Proxy Statement | 72 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
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.
| NEO | Fiscal 2026 Target Annual Cash Incentive Plan Opportunity as a % of Base Salary(%) | Fiscal 2026 Target Annual Cash Incentive Plan Opportunity($) |
|---|---|---|
| Raul J. Fernandez | 250% | 3,750,000 |
| Robert Del Bene | 135% | 1,080,000 |
| Christopher Drumgoole | 135% | 1,080,000 |
| Raymond A. August | 115% | 805,000 |
| Matthew K. Fawcett | 110% | 742,500 |
| Howard Boville(1) | 135% | 1,350,000 |
(1)Mr. Boville left DXC during fiscal 2026 (July 2025).
As part of its retention strategy, effective April 1, 2025 (the first day of DXC’s fiscal 2026), the Compensation Committee 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. For the other NEOs, the Compensation Committee determined not to change any of the target annual cash incentive percentages in fiscal 2026.
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.
The Company’s achievement for Adjusted EBIT Margin % resulted in 83% funding for the metric and achievement for Organic Revenue Growth % resulted in 72% funding for the metric, which were both below target performance, but above threshold, resulting in a rounded calculated payout of 77% of target, also demonstrating the alignment between pay and performance.
| Performance Metric | Relative Weighting(%) | Target(%) | Actual Result(%) | Funding(% of Target) | Weighted Funding % |
|---|---|---|---|---|---|
| Organic Revenue Growth %(1) | 50% | (2.0%) | (4.8%) | 72% | 36% |
| Adjusted EBIT Margin %(1) | 50% | 8.0% | 7.7% | 83% | 41% |
| Calculated Pool Funding % | 77% | ||||
(1)For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix A - Non-GAAP Financial Measures.”
| DXC Technology Company | 73 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
Performance Factor Based on Actions of the NEOs & Business Performance Allocation of Pool Funding
During fiscal 2026, 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 such, for fiscal 2026, the subjective individual performance modifier was not used for the NEOs. However, in accordance with the approved fiscal 2026 annual cash incentive plan design, the funded amounts of the fiscal 2026 target annual cash incentives of our NEO business leaders, Mr. Drumgoole and Mr. August, 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 2026 is reflected in the table below.
| NEO(1) | Pool Funding (%) | X | Target Annual Cash Incentive ($) | = | Individual Payout ($) |
|---|---|---|---|---|---|
| Raul J. Fernandez | 77% | X | 3,750,000 | = | 2,887,500 |
| Robert Del Bene | 77% | X | 1,080,000 | = | 831,600 |
| Christopher Drumgoole(2) | 73% | X | 1,080,000 | = | 788,400 |
| Raymond A. August(2) | 71% | X | 805,000 | = | 571,550 |
| Matthew K. Fawcett | 77% | X | 742,500 | = | 571,725 |
(1)Mr. Boville left DXC during fiscal 2026 and his entire fiscal 2026 annual cash incentive payout opportunity was canceled.
(2)In accordance with the fiscal 2026 annual cash incentive plan design, the funding for Mr. Drumgoole’s and Mr. August’s individual payouts were modified based on the financial performance of their respective business offerings.
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.
| 2026 Proxy Statement | 74 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
Equity Vehicles and Mix for Annual Grants, including the Fiscal 2026 CEO and CFO Front-Loaded Equity Awards
In fiscal 2026, effective as of May 16, 2025, the Board granted front-loaded equity awards intended to replace annual equity awards for the next three years to Mr. Fernandez and Mr. Del Bene, comprised of 85% PSUs and 15% RSUs (the “CEO and CFO front-loaded equity awards”).
The CEO and CFO front-loaded equity awards are intended to be in lieu of any annual equity awards which Mr. Fernandez or Mr. Del Bene would have otherwise been granted with respect to the next three fiscal years as part of the Company’s annual merit process, and the Compensation Committee does not intend to issue any other equity awards to Mr. Fernandez or Mr. Del Bene in the next three fiscal years through DXC’s fiscal 2028.
As part of the overall retention strategy, the Committee aligned the other NEOs’ annual cycle fiscal 2026 PSUs with the same components and targets as the CEO and CFO front-loaded equity awards. All fiscal 2026 PSUs will vest based on the achievement of cumulative Free Cash Flow (“FCF”) and cumulative Revenue (“Revenue”) against pre-set targets over the three-year performance period that are designed to be both challenging and align with DXC’s strategic plan to improve future financial performance, with FCF weighted at 80% and Revenue weighted at 20%.1 The Compensation Committee believes these components best align executive pay with stockholder value creation as well as business operations.
(1)FCF is defined as the total of the Company’s cash flow from operations, less capital expenditures, and Revenue is defined as GAAP revenue, excluding certain items which are not indicative of operating performance including, but not limited to fluctuations in foreign currency rates, acquisitions and divestitures, in both respects as determined by the Compensation Committee. The Compensation Committee may, in its good faith discretion, adjust the performance targets and/or measured results of both FCF and Revenue to reflect the impact of any extraordinary transactions or events, including, but not limited to mergers, acquisitions, disposition of assets, material cash receipts or outlays due to litigation, claim judgements or settlements, and changes in tax law that have a material impact on DXC. For a reconciliation of non-GAAP measures as set forth in this Proxy Statement to the most directly comparable GAAP measures, see “Appendix A - Non-GAAP Financial Measures.”
The number of PSUs earned based on achievement of the FCF and Revenue targets is then subject to a modifier based on relative Total Shareholder Return (“rTSR”) against a comparator peer group approved by the Compensation Committee and the Board, measured at the end of the performance period. If DXC’s rTSR ranks at or below the 25th percentile of the comparator peer group then the PSU payout will be reduced by 20%, and if DXC’s rTSR ranks at or above the 75th percentile of the comparator peer group then the PSU payout will be increased by 20%, with no modifier applied to the payout if DXC’s rTSR is at the 50th percentile. If achievement falls between the threshold and maximum achievement levels for any of the performance metrics (including, for the avoidance of doubt, the rTSR modifier), performance will be determined using straight-line interpolation. Notwithstanding the foregoing, in the event DXC’s total shareholder return is negative, no positive rTSR modifier will be applied even if DXC’s rTSR is otherwise above the 50th percentile. In addition, in the event that maximum achievement levels are attained, the maximum payout of 200% of the target number of PSUs is inclusive of the rTSR modifier.
All fiscal 2026 RSUs will vest in three equal installments on each of the first three anniversaries of the grant date.
The CEO and CFO front-loaded equity awards are also subject to certain good leaver termination protections substantially similar to those applicable to Mr. Fernandez’s prior equity awards as described below, except that Mr. Fernandez is not entitled to continued vesting or any other acceleration of his front-loaded equity awards upon his retirement or other resignation without Good Reason.
| DXC Technology Company | 75 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
| Equity Vehicle | Fiscal 2026Allocation | Vesting Period | How Payouts Are Determined | Rationale for Use |
|---|---|---|---|---|
| PSUs | •85% for CEO & CFO•60% for other NEOs | Three-year cliff | 80% weighted metric of cumulative Free Cash Flow (“FCF”) achievement over the three-year performance period20% weighted metric of cumulative Revenue achievement over the three-year performance period +/-20% modifier of relative Total Shareholder Return (“rTSR”) against a custom comparator group over the three-year performance period* | •Cumulative FCF production aligns executive officer compensation directly with a key long-term indicator of fiscal strength•Cumulative Revenue production aligns executive officer compensation directly with top-line growth•rTSR performance aligns executive officer compensation directly with the creation of stockholder value•Overall, PSUs promote long-term focus |
| RSUs | •15% for CEO & CFO•40% for other NEOs | Three years: One-third per year | Value of stock at vesting | •Aligns with stockholders•Promotes retention•Provides alignment to stockholders’ interests, even during periods of market volatility |
*rTSR is defined as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2026 PSU performance period (4/1/2025 - 3/31/2028), 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.
Based on objective criteria to identify business and capital-market competitors that avoids self-selection, the 15 relative TSR comparison companies selected for the fiscal 2026 PSUs are composed of U.S. S&P companies with annual revenues greater than or equal to $2B 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 2026 compensation peer group identified under “Compensation Peer Group and Peer Selection Process” above:
| DXC Technology’s Fiscal 2026 PSU rTSR Peer Group(U.S. S&P companies with annual revenues greater than or equal to $2B in the following designated service sectors of (1) IT Consulting & Other Services and (2) Data Processing & Outsourced Services, as of the start of the performance period of April 1, 2025) | ||
|---|---|---|
| Accenture plcASGN IncorporatedBroadridge Financial Solutions, Inc.Cognizant Technology Solutions Corporation Concentrix Corporation | Conduent IncorporatedEPAM Systems, Inc.Gartner, Inc.Genpact LimitedInternational Business Machines Corporation | Kyndryl Holdings, Inc.Maximus, Inc.SS&C Technologies Holdings, Inc.TTEC Holdings, Inc.Unisys Corporation |
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.
| 2026 Proxy Statement | 76 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
The PSUs granted to all the NEOs represent the opportunity to earn shares at the end of the three-year performance cycle based on an 80% cumulative FCF weighted metric, a 20% cumulative Revenue weighted metric, and +/-20% rTSR modifier for the performance period of fiscal 2026-2028.
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 all the 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 85%/60% PSUs and 15%/40% RSUs for both the CEO and CFO, and other NEOs, respectively. The 85% allocation to PSUs for the CEO and CFO underscores the significant emphasis on performance-based equity.
The specific long-term incentive opportunity for each NEO for fiscal 2026 was as follows:
| NEO | Base Salary ($) | Target LTI(%) | Value($) | PSUs($) | PSUs(#) | RSUs($) | RSUs(#) |
|---|---|---|---|---|---|---|---|
| Raul J. Fernandez(1) | 1,500,000 | 997%* | 14,950,000 | 12,707,500 | 2,282,784 | 2,242,500 | 402,844 |
| Robert Del Bene(1) | 800,000 | 860% | 6,880,000 | 5,848,000 | 1,050,539 | 1,032,000 | 185,389 |
| Christopher Drumgoole | 800,000 | 765% | 6,120,000 | 3,672,000 | 219,880 | 2,448,000 | 146,587 |
| Raymond A. August(2) | 700,000 | 425% | 3,150,000 | 1,890,000 | 113,174 | 1,260,000 | 75,449 |
| Matthew K. Fawcett | 675,000 | 550% | 3,712,500 | 2,227,500 | 133,383 | 1,485,000 | 88,922 |
| Howard Boville(3) | 1,000,000 | 800% | 8,000,000 | 4,800,000 | 287,425 | 3,200,000 | 191,617 |
*Mr. Fernandez’s target LTI % is rounded to the nearest whole percentage number.
(1)The target values reflected in above table for Messrs. Fernandez and Del Bene represent the annualized target value of their fiscal 2026 front-loaded equity grants, which are intended to replace annual equity grants for the next three fiscal years for each executive (fiscal 2026 through fiscal 2028). The full target value of Mr. Fernandez’s fiscal 2026 front-loaded equity grant is $44,850,000 ($38,122,500 target PSU value/85% allocation and $6,727,500 target RSU value/15% allocation). The full target value of Mr. Del Bene’s fiscal 2026 front-loaded equity grant is $20,640,000 ($17,544,000 target PSU value/85% allocation and $3,096,000 target RSU value/15% allocation).
(2)The value of Mr. August’s fiscal 2026 annual equity grant includes a rounded 106% individual performance modifier.
(3)Mr. Boville left DXC during fiscal 2026 and his entire fiscal 2026 annual equity grant was canceled, except for pro rata portions based on his full months of service in fiscal 2026, per the severance terms of Mr. Boville’s individual offer letter. Additional details of Mr. Boville’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section below in this fiscal 2026 CD&A.
| DXC Technology Company | 77 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
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 above 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.
0% Vesting of the CEO Fiscal 2024 PSUs
On March 31, 2024, in connection with the finalization of Mr. Fernandez’s Employment Agreement as the full-time President and CEO and in consideration of directly aligning Mr. Fernandez’s long-term incentive opportunity with stockholders’ interests, the Compensation Committee and the Board, in consultation with the independent compensation consultant, granted Mr. Fernandez a 100% performance-based fiscal 2024 annual award. The fiscal 2024 award was based on stock price growth and only would vest upon the achievement of formidable stock price hurdles, as measured at the end of the performance period on March 31, 2026 (the close of DXC’s fiscal 2026), consistent with the timing of the end of the performance period for the fiscal 2024 awards granted to other NEOs.
Details of the CEO PSU award: The Compensation Committee and the Board approved a grant of 106,666 target PSU shares valued at $2,879,982. The target payout level was approximately 20% of Mr. Fernandez’s fiscal 2025 target annual long-term incentive opportunity, as the Compensation Committee also considered his start date, which was in the latter part of the fiscal 2024 performance year. The PSUs granted to Mr. Fernandez represented the opportunity to earn shares at the end of the two-year performance cycle based on the stock price growth for the performance period.
To earn target payout, the highest average closing price for any consecutive 60-day period within the three-month period ending March 31, 2026 would have to equal $27.00, representing approximately 27% total stock price appreciation. The stock price growth rates were relative to the closing price on the last day of fiscal 2024 of $21.21. Vesting ranged from 0% to 250% of the target number of shares of the grant. There was no vesting unless there was an at least approximate 18% absolute stock price appreciation (or average closing price of $25.00), and the vesting is capped at 250% or approximately 41% stock price appreciation (or average closing price of $30.00). Consistent with other NEOs, any such earned shares would be subject to DXC’s rigorous stock ownership guidelines and clawback policy.
After the end of the performance period’s close on March 31, 2026, the Compensation Committee made a determination that no PSUs were earned and all granted PSUs were canceled, as the highest achieved average closing price of $14.14 did not meet threshold achievement requirements.
Vesting of Annual Cycle Fiscal 2024 PSUs for other NEOs
In fiscal 2024, the Compensation Committee granted PSUs with performance-based vesting requirements for the three-year performance period of fiscal 2024-2026. 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 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, over the most recent completed three-year fiscal year FCF performance (fiscal 2021-2023) at the time of the fiscal 2024 PSUs grant date in May 2023, which was used as a baseline to establish a 3-year cumulative FCF performance comparison of $828,000,000 in setting the target growth rates.
More specifically, the FCF target performance level of $1,670,000,000 required an approximate cumulative growth rate of a rigorous 102% over the prior three-year period. The threshold performance level of $1,330,000,000 required approximately a 61% total cumulative growth rate, below which there would be 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 2024 PSU grant, with the 200% vesting maximum performance level of $2,000,000,000 representing a cumulative growth rate of approximately 142%.
| 2026 Proxy Statement | 78 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
After the end of the three-year period, the Compensation Committee determined that based on the cumulative FCF performance of $2,156,000,000, the 50% portion of the fiscal 2024 PSUs based on the performance of the FCF metric earned at 200% of target, with an achieved cumulative FCF growth rate of approximately 160%, as compared to the above-noted three-year comparator cumulative FCF.
For the 50% portion of the fiscal 2024 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 and maximum performance level was set at the 75th percentile of the rTSR peer group. 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 2024 PSU grant. DXC’s three-year TSR performance of -50.88% 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 of the fiscal 2024 PSUs based on the rTSR metric.*
In addition, the closing stock price on the settlement date of May 15, 2026 for the fiscal 2024 PSUs was 36% of the grant date stock price, 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.
*rTSR was calculated as the Company’s Total Shareholder Return (“TSR”) for the fiscal 2024 PSU performance period (4/1/2023 - 3/31/2026), in relation to the TSRs of the companies that 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 2024 rTSR peer group consisted of the seven companies in the S&P 500 IT Services Index as of April 1, 2023 (the start of the three-year performance period), plus a custom peer set of eighteen companies that DXC either (1) competes with for business and capital or (2) were formerly in the S&P 500 IT Services Index the prior fiscal year and maintained in the relative TSR peer group for program continuity (VMware, Inc. was removed from the rTSR peer group upon its acquisition by Broadcom Inc. in November 2023).
Based on these performance results, the NEOs earned PSUs in respect of their fiscal 2024 PSU grants as follows:
| NEO(1) | Target FCF PSUs(#) | FCF PSUs Award Achievement(%) | EarnedFCF PSUs(#) | Target rTSR PSUs(#) | rTSR PSUs Award Achievement(%) | EarnedrTSR PSUs(#) |
|---|---|---|---|---|---|---|
| Robert Del Bene(2) | 32,302 | 200% | 64,604 | 32,302 | 0% | — |
| Christopher Drumgoole | 42,597 | 200% | 85,194 | 42,596 | 0% | — |
| Raymond A. August | 21,907 | 200% | 43,814 | 21,906 | 0% | — |
| Howard Boville(3) | 108,450 | 200% | 132,550 | 108,450 | 0% | — |
(1)Mr. Fernandez did not receive annual cycle fiscal 2024 PSUs, and Mr. Fawcett was not an employee of the Company in fiscal 2024 and did not receive fiscal 2024 PSUs.
(2)Mr. Del Bene’s fiscal 2024 PSU grant was prorated based on hire date.
(3)Mr. Boville left DXC in fiscal 2026 and his earned PSUs represent a pro rata portion of target PSUs based on full months of service in the performance period, which stayed outstanding after his separation date in July of 2025 and earned based on actual performance, per the severance terms of Mr. Boville’s individual offer letter. All remaining target PSUs were canceled upon Mr. Boville’s separation date in July of 2025. Additional details of Mr. Boville’s severance arrangement are provided in the “Potential Payments Upon Change of Control and Termination of Employment” section below in this fiscal 2026 CD&A.
| DXC Technology Company | 79 | 2026 Proxy Statement |
|---|
| Executive Compensation | Table of Contents |
|---|
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.
| 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. |
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 and up to $50,000 annually for concierge medical plan premiums. In fiscal 2026, Mr. Fernandez was also provided with executive security protection and reimbursement of concierge life insurance premiums, as approved by the Compensation Committee. In addition, Mr. Fernandez may use DXC-owned or leased aircraft for business purposes and reasonable personal use 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. Additionally, in fiscal 2026, the Company provided access to corporate aircraft for Mr. Drumgoole.
Mr. Fernandez and Mr. Drumgoole were 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.
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 DXC 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. In addition, our NEOs are entitled to certain acceleration and/or continued vesting of all or
| 2026 Proxy Statement | 80 | DXC Technology Company |
|---|
| Table of Contents | Executive Compensation |
|---|
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.