Carrie Teffner
DXC TechnologyAbout Carrie W. Teffner
Independent director at DXC Technology since 2022; age 58. She serves on the Audit Committee and is designated an SEC “audit committee financial expert,” bringing 30+ years of CFO, finance, and transformation experience across global consumer and retail companies . The Board has determined she is independent under NYSE rules; directors are expected to attend all meetings, and in FY2025 no DXC director attended fewer than 91% of meetings, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crocs, Inc. | EVP & CFO; later EVP Finance & Strategic Projects | Dec 2015–Aug 2018; Aug 2018–Apr 2019 | Led large-scale transformation and cash/strategy programs |
| PetSmart | EVP & CFO | Jun 2013–Jun 2015 | Finance leadership in Fortune 300 context |
| Weber-Stephen Products | EVP & CFO | Oct 2011–May 2013 | Finance, operations oversight |
| Timberland | CFO | Sep 2009–Sep 2011 | Transformation, controls, capital allocation |
| Sara Lee Corporation | Division/segment CFO; Corporate Treasurer; other domestic/international roles | ~21 years | Global finance, treasury, M&A, controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amer Sports, Inc. (Cayman Islands) | Director | Feb 2024–present | Current public company board |
| BFA Industries | Director | Feb 2021–present | Private company board |
| International Data Group (IDG) | Director | Dec 2021–present | Private company board |
| Reef Lifestyle | Director | Jul 2024–present | Private company board |
| Ascena Retail Group | Director; Interim Executive Chair | Oct 2018–May 2019; May 2019–Mar 2021 | Led board during restructuring |
| GameStop Corp. | Director | Sep 2018–Jun 2021 | Past public board; prior interlock with DXC CEO Raul J. Fernandez (served GameStop Apr 2019–Jun 2021) |
| Avaya Holdings | Director | Feb 2023–May 2023 | Past public board |
| Rite Aid Corp. | Director | Oct 2023–Sep 2024 | Past public board |
Board Governance
- Independence: The Board determined Teffner and all non-CEO nominees are independent; Audit, Compensation, and Nominating/Governance committees are fully independent .
- Committee: Audit Committee member; Audit Committee met 8 times in FY2025; she is an SEC “audit committee financial expert” .
- Attendance: In FY2025, no director attended fewer than 91% of Board/committee meetings; Board held 7 meetings; Audit held 8 .
- Ownership policy: Non-employee directors must hold equity equal to 5× annual retainer within 5 years; no hedging or pledging allowed under insider trading policy .
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 8 | Financial reporting, disclosure controls, ERM, ethics & compliance oversight |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee member retainer (Audit) | $10,000 | Committee membership fee |
| Additional meeting attendance fees | $6,000 | Paid for meetings above program thresholds |
| Total cash (retainers + fees) | $116,000 | Sum of cash compensation |
Program reference (for all directors):
- Committee chair retainers: Audit $35,000; Compensation $25,000; Nominating/Gov $20,000; Committee member $10,000 .
- Additional attendance fees: $2,000 per meeting above thresholds (Board >6; Audit >8; Comp/NomGov >6) .
Performance Compensation
DXC’s non-employee director equity is time-based RSUs (no performance metrics); RSUs vest in full at the earlier of the first anniversary of grant or the next annual meeting .
| Equity Award (FY2025 cycle) | Grant Date | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU | Aug 13, 2024 | 12,300 | $240,465 | Full vest on Jul 22, 2025 (2025 Annual Meeting) |
Grant mechanics: Shares determined by dividing $240,000 by $19.55 NYSE close on grant date and rounding to nearest 100; Chairman received different value/shares; RSU deferral elections available per plan .
Other Directorships & Interlocks
| Counterparty | Nature | Period | Potential Interlock/Note |
|---|---|---|---|
| GameStop Corp. | External board service | Sep 2018–Jun 2021 | Overlapped with DXC CEO Raul J. Fernandez on GameStop board (Apr 2019–Jun 2021) |
| Amer Sports, Inc. | External board service | Feb 2024–present | No disclosed DXC customer/supplier link; consumer goods focus |
| Ascena Retail Group | Interim Executive Chair | May 2019–Mar 2021 | Turnaround governance credentials |
No FY2025 related-party transactions requiring disclosure were reported by DXC .
Expertise & Qualifications
- Financial/Audit: Extensive CFO, treasury, controls, and audit oversight experience; designated SEC audit committee financial expert .
- Transformation/Operations: Led workforce and business transformations, cost discipline, and large-scale change in global settings .
- Capital Markets/Treasury/M&A: Robust experience in capital allocation and complex transactions .
- Information Security Risk: Experience managing information security risks/threat landscape in prior leadership roles .
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (May 28, 2025) | 32,800 shares | Includes RSUs vesting/settling within 60 days |
| Ownership % of class | <1% | Based on 181,960,791 shares outstanding |
| Unvested stock awards outstanding (Mar 31, 2025) | 12,300 RSUs | Annual director RSU grant |
| RSUs counted in beneficial ownership (within 60 days) | 12,300 | Counted per SEC rules |
| Director ownership guideline | 5× annual retainer | Measured over 5 years; RSUs count; compliance status not disclosed |
Anti-hedging/pledging: Directors are prohibited from hedging and pledging DXC securities; no short sales or margin purchases permitted .
Governance Assessment
- Strengths: Independent director; audit committee financial expert; strong attendance; engaged (earned $6,000 additional attendance fees); equity ownership aligned via RSUs and 5× retainer guideline; no FY2025 related-party transactions; anti-hedging/pledging policy reduces alignment risk .
- Committee effectiveness: Audit Committee oversight spans financial reporting, ERM, ethics/compliance, with eight meetings in FY2025; Teffner’s deep CFO background is directly relevant .
- Network interlock: Prior overlap with CEO Raul J. Fernandez on GameStop board (2019–2021) is a network interlock worth monitoring, though no DXC conflict is disclosed; can inform information flow and board dynamics without constituting a related-party issue .
- Shareholder sentiment: 2024 say‑on‑pay support was ~89%, suggesting constructive investor alignment on compensation governance; Compensation Committee uses independent consultant and maintains robust “what we don’t do” safeguards (no excise tax gross‑ups, no hedging/pledging, no repricing) .
Overall, Teffner’s profile—independent status, audit expertise, and prior transformation leadership—supports board effectiveness, with minimal evident conflict risk under DXC’s policies and FY2025 disclosures .