DXC TECHNOLOGY (DXC)
Sector: Information Technology
2026 Annual Meeting Analysis
DXC TECHNOLOGY · Meeting: July 21, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Barnes has served since 2020 and fully oversaw a period in which DXC's stock fell 62% over three years while the company's own compensation peer group returned a median of +1.7%, a gap of nearly 64 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year record is even worse (-80.9pp vs. peers), so no mitigant applies.
Mr. Fernandez has been a board member since 2020, giving him substantial tenure overlap with the full underperformance period; as both the sitting CEO and a director, he is subject to the same TSR trigger as all directors, and DXC's 63.7-percentage-point underperformance versus its own peer group over three years — against a backdrop of a 62% absolute stock decline — triggers a No vote independent of the Say on Pay evaluation.
Mr. Herzog has been on the board since 2017 and has served as Chairman since December 2023, making him fully accountable for the entire period during which DXC's stock fell 62% over three years and underperformed its own peer group by nearly 64 percentage points; the 5-year picture is even worse, so the longer-term mitigant does not apply.
Ms. Rogers joined in March 2021, meaning her tenure fully spans the three-year period during which DXC's stock declined 62% and underperformed peers by nearly 64 percentage points; the 5-year record is similarly poor, so no mitigant applies.
Mr. Washington joined in March 2021, so his tenure fully spans the three-year period of severe underperformance; DXC's stock fell 62% while peers returned a median of +1.7%, a 63.7-point gap that far exceeds the trigger, and the 5-year record (-80.9pp vs. peers) confirms the underperformance is sustained rather than transient.
Mr. Woods has served since 2017 and as Audit Committee Chair is among the most senior independent directors; his full tenure overlap with the underperformance period, combined with a 63.7-percentage-point shortfall versus peers over three years and an even larger 5-year gap, clearly triggers a No vote with no mitigating relief available.
For Analysis
Mr. Gonzalez joined the board in January 2023, fewer than 36 months before the meeting, and his tenure covers less than half of the three-year underperformance period measured from mid-2023 onward; under the policy, directors who joined during an already-underperforming period receive mitigating context, and his partial overlap does not warrant a No vote.
Ms. Mayfield joined the board in July 2023, fewer than 36 months before the meeting, and her tenure covers less than half of the three-year underperformance window; the policy provides mitigating context for directors who joined during an already-underperforming period, and her partial overlap does not independently trigger a No vote.
Ms. Teffner joined the board in April 2022, fewer than 48 months before the meeting and covering less than the full three-year underperformance window; she joined after the period of underperformance was already underway, which the policy recognizes as mitigating context, and her partial tenure overlap does not independently trigger a No vote.
The DXC board slate has five directors with full or near-full tenure overlap with a severe and sustained period of underperformance — DXC's stock fell 62% over three years while its own peer group returned a median of +1.7%, a gap of nearly 64 percentage points that far exceeds the policy trigger. Directors who joined before or around early 2021 (Barnes, Fernandez, Herzog, Rogers, Washington, Woods) are voted AGAINST under the TSR trigger; newer directors (Gonzalez joined January 2023, Mayfield July 2023, Teffner April 2022) receive mitigating credit for joining during an already-underperforming period and are voted FOR.
Say on Pay
✗ AGAINSTCEO
Raul J. Fernandez
Total Comp
$16,737,748
Prior Support
N/A
DXC's CEO received $16.7 million in total reported compensation for fiscal 2026 — a figure that includes a single large equity award deliberately designed to cover three future years reported all at once — at a company whose stock fell 62% over the past three years and underperformed its own peer group by nearly 64 percentage points, meaning shareholders lost most of their investment while the executive received above-benchmark incentive pay. The pay-for-performance alignment check fails clearly: above-benchmark variable compensation was granted and reported in a year when DXC dramatically trailed its sector peers, which is precisely the scenario the policy identifies as a No vote trigger. Although the company's short-term bonus payout at 77% of target reflects some performance sensitivity, the overall structure — particularly the inflated reported value from the front-loaded multi-year grant — does not adequately reflect the shareholder experience.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$19,400,000
Non-Audit Fees
$10,800,000
The total fees paid to Deloitte for services beyond the core audit — including audit-related work ($9.5M), tax advice ($1.2M), and other advisory services ($0.1M) — add up to $10.8M, which is about 55.7% of the $19.4M core audit fee; because that ratio exceeds the 50% threshold in our policy, the non-audit financial relationship has grown large enough to raise concerns about the auditor's independence from management, triggering a No vote.
Overall Assessment
The DXC 2026 annual meeting presents a ballot dominated by serious governance and performance concerns: five of nine director nominees are voted AGAINST due to sustained and severe stock underperformance (the stock fell 62% over three years while the company's own peers returned a median of +1.7%), and the auditor is also voted AGAINST because fees for non-core services exceed 55% of the core audit fee, raising independence concerns. The Say on Pay vote is also Against, as CEO pay of $16.7 million — boosted by a front-loaded multi-year equity grant — is misaligned with a shareholder experience of dramatic value destruction.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing