David Herzog
DXC TechnologyAbout David L. Herzog
Independent Chairman of DXC’s Board since December 19, 2023; director since April 1, 2017. Age 65. Former CFO and EVP of AIG with deep finance, audit, and risk-management credentials; CPA and Fellow, Life Management Institute. Serves on all three standing committees (Audit, Compensation, Nominating/Corporate Governance) and is designated an SEC “audit committee financial expert.” Independent under NYSE rules; led four executive sessions of independent directors in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG) | CFO & EVP | 2008–2016 | Led finance during complex restructuring; extensive capital markets and risk oversight |
| AIG | SVP & Comptroller | Jun 2005–Oct 2008 | Financial reporting and internal controls |
| AIG | CFO, Worldwide Life Insurance | Apr 2004–Jun 2005 | Insurance finance leadership |
| AIG/American General Life | CFO/COO (subsidiaries) | Prior to 2004 | Post-acquisition integration, operating finance |
| GenAmerica; Family Guardian Life (Citicorp) | Various executive roles | Prior | Life insurance operations and finance |
| PwC predecessor firm | Senior roles | Prior | Public accounting foundation; CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aegon Ltd. (Bermuda) | Director nominee | To be voted Jun 12, 2025 | If elected, will serve on one public board in addition to DXC |
| MetLife, Inc. | Director; Audit Committee Chair | Oct 2016–May 2025 | Audit leadership; concluded May 2025 |
| Ambac Financial Group, Inc. | Director | Mar 2016–Jun 2023 | Financial services expertise |
| PCCW Limited (Hong Kong) | Director | Nov 2017–Jul 2022 | International telecom/tech exposure |
Board Governance
- Current roles: Independent Chairman of the Board; member—Audit, Compensation, and Nominating/Corporate Governance Committees; SEC-designated “audit committee financial expert.”
- Independence: Board determined Herzog is independent; all committee members are independent under heightened NYSE/SEC standards.
- Attendance and engagement: FY2025—Board met 7x; Audit 8x; Compensation 4x; Nominating/Corporate Governance 4x; no director attended fewer than 91% of applicable meetings; Herzog led four executive sessions of independent directors.
- Board service limits: DXC guidelines restrict overboarding; Herzog’s prospective Aegon service remains within limits.
- Chairman duties: Sets agendas, leads executive sessions, oversees CEO performance review, ex officio to committees, coordinates board structure/assignments, and external representation.
Fixed Compensation (FY2025 – Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Non‑employee director retainer |
| Chairman of the Board – Annual Cash Retainer | $75,000 | FY2025 table amount for Herzog |
| Chairman of the Board – Monthly Cash Retainer | $24,999 | Transition period cash retainers prior to 2024 meeting |
| Committee Member Cash Retainers | $30,000 | Member across committees |
| Additional Meeting Attendance Fees | $6,000 | Per-meeting fees above thresholds |
| Total Cash Earned/Paid | $235,999 | Sum of cash components |
Performance Compensation (FY2025 – Equity Awards)
| Component | Amount/Detail | Vesting |
|---|---|---|
| Annual Director RSUs (Chairman) | 17,400 RSUs; grant date Aug 13, 2024; grant-date price $19.55; grant-date value included in FY2025 stock awards | Vest in full at next annual meeting (Jul 22, 2025) or first anniversary |
| Chairman Monthly RSU Awards | Monthly RSUs through Jul 30, 2024; all vested in full on Jul 30, 2024 | Fully vested at 2024 annual meeting |
| Total Stock Awards (Grant Date Fair Value) | $624,522 | ASC 718 fair value of FY2025 grants |
Note: DXC’s director equity is time‑based RSUs; no director‑level performance metrics apply. For pay‑for‑performance context, DXC’s company‑wide annual incentive metrics for executives in FY2025:
| Metric | Weight | Achievement | Payout |
|---|---|---|---|
| Adjusted EBIT Margin % | 50% | 96.0% of target | Below target |
| Organic Revenue Growth % | 50% | 85.1% of target | Below target |
| STI Payout Result | — | — | ~91% of target |
Other Directorships & Interlocks
| Company | Shared Ties/Interlocks | Governance Considerations |
|---|---|---|
| MetLife, Ambac, PCCW | None disclosed with DXC counterparties | No related‑party transactions requiring disclosure in FY2025 |
| Aegon (nomination) | Potential future board overlap | Within DXC overboarding limits; independence maintained |
Expertise & Qualifications
- Deep audit, accounting, capital markets, and M&A experience; extensive oversight of complex financial statements and internal controls; SEC “audit committee financial expert.”
- Life insurance and financial services domain expertise; international business experience; CPA and Fellow, Life Management Institute.
- Enterprise transformation and culture-building experience; board leadership capability as independent Chair.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of May 28, 2025) | 90,701 shares | Includes RSUs counted if vest/settle within 60 days |
| Aggregate Unvested Stock Awards Outstanding | 17,400 RSUs | Annual Chairman RSU grant (Aug 13, 2024) |
| Ownership as % of Shares Outstanding | ~0.05% (90,701 ÷ 181,960,791) | Based on 181,960,791 shares outstanding |
| Stock Ownership Guidelines | 5× annual retainer to be achieved within 5 years; RSUs count | Director guideline; CEO has separate guideline |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy bans hedging/pledging |
Governance Assessment
- Strengths: Independent Chair separating oversight from management; strong audit/finance credentials; full independence and high attendance; proactive board processes (executive sessions, evaluations); robust anti‑hedging/pledging and director ownership guidelines.
- Compensation Alignment: Director mix of cash and time‑based RSUs with annual vesting tied to meeting schedule; Chairman premiums transparent; equity ownership guideline promotes alignment.
- Conflicts & Related Parties: No related‑party transactions requiring disclosure in FY2025; Compensation Committee interlocks/insider participation—none.
- Risk Indicators: Say‑on‑Pay supported by ~89% of votes in 2024 (positive signal); executive plan uses objective financial metrics with below‑target payouts in FY2025, reinforcing pay‑for‑performance.
- Overboarding: Prospective Aegon seat remains within DXC’s board service limits; Herzog’s committee load plus Chair role is significant but mitigated by FY2025 attendance and engagement.
Overall, Herzog’s independent Chair role, finance/audit expertise, and committee participation support board effectiveness and investor confidence; absence of related‑party transactions and strong governance practices reduce conflict risk while ownership guidelines and equity grants provide alignment.