Dawn Rogers
DXC TechnologyAbout Dawn Rogers
Dawn Rogers (age 60) has served as an independent director of DXC since March 4, 2021. She is currently Director of Human Capital at American Securities LLC, and previously spent more than 20 years at Pfizer Inc., rising to EVP and Chief Human Resources Officer; earlier roles included Senior Director of HR at Kos Pharmaceuticals and HR roles at Earth Tech and The Ares Serono Group/Serono Diagnostics .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Securities LLC | Director of Human Capital | Current | Supports portfolio companies across human capital management |
| Pfizer Inc. | EVP & Chief Human Resources Officer | >20 years | Led executive transitions, culture transformations, M&A and business change programs |
| Kos Pharmaceuticals | Senior Director of Human Resources | Not disclosed | Built HR function and commercial org ahead of first product launch and IPO |
| Earth Tech | Human Resources roles | Not disclosed | HR leadership positions |
| The Ares Serono Group/Serono Diagnostics | Human Resources roles | Not disclosed | HR leadership positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Securities LLC | Director of Human Capital | Current | Leadership/support across portfolio companies’ human capital; deep experience in U.S., Europe, and emerging markets |
Board Governance
- Committee assignments: Member, Compensation Committee; 4 meetings held in fiscal 2025 .
- Independence: Board determined Rogers (and all nominees except CEO) are independent; committees (Audit, Compensation, Nominating/Gov) comprised entirely of independent directors .
- Attendance: In fiscal 2025, no DXC director attended fewer than 91% of Board and committee meetings; Rogers attended the 2024 Annual Meeting, consistent with guidelines .
- Executive sessions: Non-management directors meet in executive session after each regularly scheduled Board meeting .
- Anti-hedging/anti-pledging: DXC policy prohibits hedging and pledging of company stock by directors and employees .
- Related-party/Interlocks: Compensation Committee interlock disclosure indicates no related-party transactions requiring Item 404 disclosure; no cross-committee interlocks involving DXC executives .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Cash Retainer ($) | $97,002 | $100,000 |
| Committee Member Annual Cash Retainer ($) | $11,156 | $10,000 |
| Committee Chairman Annual Cash Retainer ($) | $2,312 | — |
| Additional Meeting Attendance Fees ($) | $12,000 | $6,000 |
| Total Retainers/Fees Earned ($) | $122,470 | $116,000 |
| Total Stock Awards ($) | $239,940 (RSUs; ASC 718 FV) | $240,465 (RSUs; ASC 718 FV) |
| Total Compensation ($) | $362,410 | $356,465 |
Performance Compensation
| Feature | Details |
|---|---|
| Director Equity Structure | Annual equity paid in RSUs vesting in full at the earlier of the first anniversary of grant or the next annual meeting; not performance-based . |
| Meeting Fee Thresholds | Additional $2,000 per meeting above thresholds: >6 Board, >8 Audit, >6 Compensation or Nominating/Gov . |
No director performance metrics (e.g., revenue/EBITDA/TSR targets) are tied to non-employee director compensation; equity is time-vested RSUs .
RSU Grant Details (Most Recent Cycle)
| Item | Value |
|---|---|
| Grant Date | August 13, 2024 |
| RSU Count | 12,300 (non-chair directors) |
| Closing Price on Grant Date | $19.55 |
| Vest Date | Scheduled to vest in full on DXC’s 2025 annual meeting date (July 22, 2025) |
| Grant-Date Fair Value (ASC 718) | $240,465 (Rogers’ total stock awards FY2025) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other Public Company Boards | None listed for Rogers |
| Compensation Committee Interlocks | None; no related-party transactions for committee members; no reciprocal executive interlocks |
Expertise & Qualifications
- Global HR leadership with extensive experience in workforce transformation, culture building, executive transitions, and large-scale M&A/change programs .
- Board skills include leadership/management, public company governance, enterprise transformation/culture building, and ESG; not flagged for audit/financial expert .
- Experience across U.S., Europe, and emerging markets; governance oversight of human capital and executive compensation practices .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 39,400; includes RSUs as noted in footnote 7 |
| Percent of Class | Less than 1% (based on 181,960,791 shares outstanding as of May 28, 2025) |
| RSUs Included (within 60 days of 5/28/2025) | 12,300 RSUs counted in beneficial ownership per footnote 7 |
| Aggregate Unvested RSUs Outstanding (3/31/2025) | 12,300 |
| Ownership Guidelines | 5x annual cash retainer to be achieved over 5 years; RSUs count toward compliance |
| Hedging/Pledging | Prohibited by policy; no pledging disclosed for Rogers in proxy |
Insider Trades (Recent)
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| Aug 7, 2025 | Form 4 | Reported stock award (grant) activity as director (RSU-related) |
Governance Assessment
- Board effectiveness: Rogers contributes deep HR and transformation expertise aligned to DXC’s strategic talent plan; serves on Compensation Committee overseeing CEO pay, executive compensation, succession planning and leadership development .
- Independence and attendance: Affirmed independent; Board/committee attendance thresholds met company-wide in FY2025; executive sessions held after each regular Board meeting, supporting robust oversight .
- Compensation alignment: Director pay mix balances cash ($116k FY2025) and equity ($240k RSUs), with time-based vesting and ownership guidelines (5x retainer) promoting alignment; anti-hedging/pledging policy strengthens governance .
- Conflicts/interlocks: No related-party transactions or interlocks for Compensation Committee members; Rogers lists no other public company boards, reducing interlock risk .
- Shareholder signals: 2024 Say-on-Pay support at 89% indicates investor acceptance of compensation oversight; continued engagement cited by the Compensation Committee .
RED FLAGS: None disclosed for Rogers on attendance, pledging/hedging, or related-party transactions; no overboarding concerns noted (board limits policy in place) .