David Barnes
DXC TechnologyAbout David A. Barnes
Independent director (since Aug 13, 2020), age 69, former SVP/Chief Information and Global Business Services Officer and prior CIO of UPS with 39 years at the company. At DXC, he chairs the Nominating/Corporate Governance Committee and serves on the Audit Committee; the Board has determined he is independent and he qualifies as an SEC “audit committee financial expert.” His background includes enterprise technology leadership, information security oversight, risk governance, and large‑scale operations in a global setting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | SVP, Chief Information and Global Business Services Officer | 2011–2016 | Led global IT and shared services; chaired UPS IT Governance Committee; co‑chaired Enterprise Risk Committee; member of Corporate Strategy and Finance Committees; responsible for information security and global technology strategy |
| UPS | SVP & Chief Information Officer | 2005–2011 | Oversight of enterprise technology across 220+ countries/territories; architecture, mobility, hardware design, R&D |
| UPS | Multiple leadership roles (operations, airline, brokerage, M&A, finance) | Earlier years | Broad operating and financial leadership across global platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridge Growth Partners (PE) | Senior Advisor | 2016–present | Serves on boards of several private tech portfolio companies |
| Hertz Global Holdings, Inc. | Director (former) | May 2016–Aug 2021 | Public company board service |
| Ingram Micro Inc. | Director (former) | Jun 2014–Dec 2016 | Audit Committee member; Technology Committee chair |
| Solace Corporation | Director (former) | Jun 2016–Dec 2023 | Audit Committee |
| Syniti | Director (former) | 2017–Dec 2024 | Audit and Technology Committees |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance; Member, Audit. Both committees are fully independent; Barnes is one of four identified “audit committee financial experts.” Audit met 8x; Nominating/Corporate Governance met 4x in FY2025.
- Independence: Independent under NYSE and DXC guidelines.
- Attendance: No director attended fewer than 91% of applicable Board/committee meetings in FY2025; all directors attended the 2024 annual meeting.
- Board structure: Independent Chair (David L. Herzog); CEO and Chair roles separated; four executive sessions of independent directors in FY2025.
- Nominating/Corporate Governance scope (as chaired by Barnes): Board refreshment and evaluations, related‑party review, information security oversight (including cyber), AI governance/risk, and ESG/climate risk oversight.
- Skills matrix highlights for Barnes: Leadership/Management; Public Company Governance; Industry; Audit/Financial Expertise; Technology & Information Security.
- Retirement policy: Directors retire at first annual meeting after age 72 unless Board determines otherwise (Barnes is 69).
Fixed Compensation (Non‑Employee Director; Fiscal 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard cash retainer for directors |
| Committee Chair Retainer (Nominating/Corp Gov) | $20,000 | Chair fee |
| Committee Member Retainer(s) | $10,000 | Per committee membership; Barnes total shows $20,000, reflecting membership beyond chair role (e.g., Audit) |
| Additional Meeting Fees | $2,000 per meeting over thresholds | Board >6; Audit >8; Comp/NomGov >6 |
| Barnes – Cash actually earned (FY2025) | $146,000 | Cash retainers/fees including $6,000 additional meetings |
Performance Compensation (Director Equity; Fiscal 2025)
Directors receive time‑based RSUs (no performance metrics). RSUs vest at the earlier of one year from grant or next annual meeting; directors may elect deferral. Anti‑hedging and anti‑pledging policies apply.
| Grant Type | Grant Date | Shares (#) | Grant Date FV ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (Barnes) | Aug 13, 2024 | 12,300 | 240,465 | Vests in full at 2025 annual meeting (Jul 22, 2025) or first anniversary; grant sized at $240,000 using $19.55 NYSE close and rounded to nearest 100 shares |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for past five years (former: Hertz) |
| Interlocks | DXC discloses no Compensation Committee interlocks; Barnes is not on Comp Committee. |
| Overboarding policy | Directors with a full‑time job ≤3 other public boards; without full‑time job ≤4 others. No overboarding issues disclosed for Barnes. |
Expertise & Qualifications
- Former UPS CIO and global services leader with deep enterprise IT, operations, and security oversight; chaired UPS IT Governance and co‑chaired Enterprise Risk Committees.
- Audit/financial literacy and SEC‑qualified “audit committee financial expert.”
- Technology and information security experience; governance and risk oversight; large‑scale transformation leadership.
Equity Ownership (as of May 28, 2025)
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 46,900 (includes RSUs vesting/settling within 60 days) |
| Percent of class | <1% |
| Unvested RSUs outstanding (3/31/2025) | 12,300 (director annual grant) |
| Pledging/Hedging | Prohibited by policy; no pledges disclosed for directors |
| Ownership guidelines | 5x annual retainer within 5 years; includes RSUs |
| Compliance status | Individual compliance status not disclosed for directors; guideline in place |
Governance Assessment
- Strengths: Independent director with relevant domain expertise; audit committee financial expert; chairs a critical committee overseeing board composition, cyber/AI governance, and ESG; strong disclosed attendance; no FY2025 related‑party transactions; robust anti‑hedging/pledging and stock ownership guidelines; independent board leadership and regular executive sessions.
- Compensation alignment: Director mix appropriately balanced—cash retainer plus time‑vested RSUs; no options or performance awards for directors; deferral available; additional meeting fees modest and threshold‑based.
- Potential watch items: Approaching retirement age under policy (age 72 limit) may necessitate succession planning for Nominating/Corporate Governance chair role; advisory role with Bridge Growth Partners warrants routine monitoring for potential related‑party interactions, though none were disclosed for FY2025.
No red flags identified: No related‑party transactions in FY2025; board says all directors (except CEO) independent; attendance ≥91%; say‑on‑pay support at 89% in 2024 indicates stable investor sentiment on pay governance.