The DXC Board of Directors is elected by the stockholders to manage the business of the company. The Board oversees DXC's senior management, to whom it has delegated the authority and responsibility for the day-to-day operations of the business.

Effective December 20, 2023, David Herzog was appointed Chairman of the Board. The Board has determined that each of the following directors are independent for purposes of DXC’s Corporate Governance Guidelines: David A. Barnes, Anthony Gonzalez, David L. Herzog, Pinkie Mayfield, Karl Racine, Dawn Rogers, Carrie W. Teffner, Kiko Washington and Robert F. Woods.

The DXC Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. The authority and responsibilities of each committee are set forth in their charter.

Each director serving on these committees must be "independent" for purposes of DXC's Corporate Governance Guidelines. In addition:

  • Each Audit Committee member must be "independent" for purposes of the rules and regulations of the New York Stock Exchange and the U.S. Securities and Exchange Commission relating to audit committees, and must be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment, 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, which determination must be disclosed in DXC's proxy statement. In addition, the Company must disclose whether at least one member of the Audit Committee is an "audit committee financial expert."
  • Each Compensation Committee member must be a "non-employee director" for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

The Board has determined that:

Each director who is a member of a committee satisfies all the requirements for membership on that committee; and that David A. Barnes, David L. Herzog, Carrie W. Teffner and Robert F. Woods each qualify as an "audit committee financial expert" for purposes of the rules of the U.S. Securities and Exchange Commission.

Stockholders and other interested parties may communicate with the DXC Technology Board of Directors, or with the Chairman, by writing in care of the Board Secretary, DXC Technology, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147.