Board of Directors

Board of Directors

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.

Board Leadership and Independence

Effective December 19, 2023, David Herzog was appointed independent Chairman of the Board. The Board has determined that, except for Raul J. Fernandez, the Company's President and Chief Executive Officer, all of the Company's directors, namely David A. Barnes, Anthony Gonzalez, David L. Herzog, Pinkie D. Mayfield, Karl Racine, Dawn Rogers, Carrie W. Teffner, Akihiko Washington and Robert F. Woods, are independent for purposes of DXC's Corporate Governance Guidelines.

Committees of the Board

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 charters.

Each director serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must be independent under the rules and regulations of the NYSE. In addition:

• 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 public companies unless the Board determines that such simultaneous service would not impair the member's ability to effectively serve on the Audit Committee.
• 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 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; and that David A. Barnes, David L. Herzog, Carrie W. Teffner and Robert F. Woods each qualifies as an "audit committee financial expert" for purposes of the rules of the U.S. Securities and Exchange Commission. Each member of the Audit Committee is financially literate.

Communicating with the Board

Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or the Chairman of the Board, by writing in care of the General Counsel and Secretary, DXC Technology Company, 20408 Bashan Drive, Suite 231, Ashburn, VA 20147.