Akihiko Washington
DXC TechnologyAbout Akihiko Washington
Independent director and Chair of the Compensation Committee at DXC Technology. Age 66; joined the DXC board on March 4, 2021. Former EVP of Worldwide Human Resources at Warner Bros. Entertainment (2009–Dec 2020), with earlier senior HR roles at Warner Bros. (from 2000), Time Warner, and 15 years at HBO. Core credentials span global HR leadership, workforce transformation, culture building, executive compensation oversight, and ESG/corporate governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Entertainment | Executive Vice President, Worldwide Human Resources | 2009 – Dec 2020 | Led global HR incl. org planning, comp/benefits, talent, inclusion; culture shaping and global workforce transformation |
| Warner Bros. Entertainment | Senior Vice President, Worldwide Human Resources | From 2000 | Built foundational HR leadership platform at Warner Bros. |
| Time Warner | Vice President, Human Resources | — | Senior HR leadership experience at corporate parent |
| HBO | Vice President, Human Resources | 15 years | Deep operating HR experience; culture and talent development |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (past 5 years) | None disclosed |
Board Governance
| Element | Detail |
|---|---|
| Independence | Board determined Mr. Washington is independent under NYSE and DXC Guidelines |
| Committee assignments | Compensation Committee (Chair) |
| Committee scope (Compensation) | CEO and non‑management director compensation, executive pay oversight, incentive plan administration, senior management succession planning/leadership development, Compensation Committee report |
| Committee interlocks/insider participation | No interlocks; no related‑party relationships for committee members in FY2025 |
| FY2025 meeting cadence | Board: 7; Audit: 8; Compensation: 4; Nominating/Corporate Governance: 4 |
| Attendance | No director attended fewer than 91% of applicable Board and committee meetings in FY2025 |
| Executive sessions | Independent directors held four executive sessions in FY2025 |
| Overboarding policy | Max three other public boards (if full‑time job) or four (if not); conflict/time commitment screen |
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director cash retainer |
| Committee Chair retainer (Compensation) | $25,000 | For serving as Compensation Committee Chair |
| Committee member retainer | $10,000 | Committee membership cash retainer |
| Additional meeting fees | $6,000 | $2,000 per meeting above thresholds |
| Total cash (FY2025) | $141,000 | Sum of retainers and fees |
| Deferred compensation | Available for cash retainers via Deferred Compensation Plan |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Annual RSUs | Aug 13, 2024 | 12,300 | $240,465 | Vest in full at earlier of 1-year anniversary or July 22, 2025 annual meeting | None (time-based director RSUs) |
| Director equity design (program) | — | — | $240,000 standard annual value | RSUs vest as above; dividend equivalents paid; elective deferral into future dates (August of elected year up to 15 years after grant or upon Board separation; lump sum or 5/10/15 installments) | No performance metrics for director awards |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other current public company directorships | None disclosed |
| Compensation Committee interlocks | None; no DXC executives on other boards’ comp committees and vice‑versa in FY2025 |
| Related-party transactions | None requiring disclosure for FY2025 |
Expertise & Qualifications
- Workforce transformation and culture building in complex global environments; alignment of HR policies with strategic talent plans .
- Board skills matrix indicates strengths in leadership/management, public company governance, industry experience, enterprise transformation & culture, and ESG; not designated for audit/financial expert role .
- Corporate governance and executive compensation oversight experience; ESG and human capital management oversight .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 39,400 | May 28, 2025 | Includes 12,300 RSUs deemed outstanding within 60 days |
| % of shares outstanding | <1% | May 28, 2025 | Based on 181,960,791 shares outstanding |
| Unvested RSUs outstanding | 12,300 | Mar 31, 2025 | Aggregate unvested stock awards |
| Ownership guidelines | 5× annual retainer within 5 years; RSUs count toward guideline | Programmatic requirement | Applies to non‑employee directors |
| Hedging/pledging | Prohibited by insider trading policy | Programmatic policy | No hedging or pledging of DXC securities |
Shareholder Support Signal (2025 Election)
| Vote Item (Annual Meeting July 22, 2025) | For | Against | Abstain |
|---|---|---|---|
| Election of Akihiko Washington | 140,872,664 | 2,697,505 | 202,733 |
Governance Assessment
- Independence and committee leadership: Independent director and Compensation Committee Chair with clear remit over CEO/NEO compensation, non‑management director pay, incentive plans, and succession planning; committee comprised entirely of independent directors with no interlocks in FY2025, supporting governance quality .
- Attendance and engagement: Board and committee workloads were meaningful (7/8/4/4 meetings respectively), and no director attended fewer than 91% of applicable meetings in FY2025; independent directors held four executive sessions, indicating active oversight .
- Pay-for-performance oversight: As Compensation Chair, associated with PSU design emphasizing cumulative FCF (100% weighted in FY2025 grants with rTSR modifier) and annual incentives tied equally to Adjusted EBIT margin and Organic Revenue Growth; FY2025 STI paid ~91% of target reflecting below-target performance, demonstrating alignment .
- Director pay and alignment: Balanced director pay mix—cash plus time-based RSUs with one-year vest—augmented by robust ownership guideline (5× retainer) and anti‑hedging/pledging policy; Mr. Washington received $141,000 cash and $240,465 in RSUs in FY2025; held 39,400 shares beneficially owned as of May 28, 2025, including 12,300 RSUs .
- Conflicts and related-party exposure: No related‑party transactions requiring disclosure in FY2025; Compensation Committee disclosed no interlocks or insider participation; DXC’s policy screens interested transactions via the Nominating/Corporate Governance Committee .
- Shareholder sentiment: 2024 Say‑on‑Pay received ~89% support; at the 2025 Annual Meeting, Say‑on‑Pay was approved (votes for/against/abstain: 135,594,786/7,527,237/650,879) and Mr. Washington was re‑elected with strong support, signaling investor confidence in compensation oversight and board composition .
RED FLAGS
- None observed in filings: no related‑party transactions; no hedging/pledging permitted; no committee interlocks; attendance above threshold; no overboarding (no other public company boards disclosed) .