Karl Racine
DXC TechnologyAbout Karl Racine
Karl A. Racine, age 62, has served on the DXC Technology Board since January 5, 2023. He is the former Attorney General of the District of Columbia (2015–Jan 2, 2023) and is currently a Partner at Hogan Lovells LLP (since January 2023). His core credentials span government/regulatory policy, ESG oversight, and legal leadership; the Board’s skills matrix identifies him for leadership, public company governance, audit/financial expertise, government/regulatory and ESG competencies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Attorney General, District of Columbia | Attorney General | 2015 – Jan 2, 2023 | Led pioneering privacy and tech litigation; national leader on big tech accountability; spotlighted geolocation tracking and data protection issues |
| National Association of Attorneys General (NAAG) | President | 2021 | Received Kelley-Wyman Memorial Award in 2022 (highest NAAG honor) |
| White House (Clinton Administration) | Associate White House Counsel | Not disclosed | Senior legal advisory experience in federal executive branch |
| Venable LLP | Managing Partner | Not disclosed | First African-American managing partner of a top‑100 U.S. law firm |
| D.C. Public Defender Service | Attorney | Not disclosed | Represented indigent defendants; criminal and complex civil litigation experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hogan Lovells LLP | Partner | Jan 2023 – Present | Law firm partner; technology, privacy, competition expertise relevant to DXC oversight |
| SHF Holdings, Inc. | Director; Chair of Nominating & Governance Committee | Jan 2023 – May 2025 | Governance leadership at a financial services technology company serving regulated cannabis industry |
Board Governance
- Independence: The Board determined Karl Racine is independent under NYSE standards; all directors other than the CEO were independent in FY2025 .
- Committee assignments: Member, Nominating/Corporate Governance Committee (Chair: David Barnes; other members: David Herzog, Pinkie Mayfield) .
- Attendance and engagement: In FY2025, the Board held 7 meetings; Nominating/Corporate Governance held 4. No director attended fewer than 91% of aggregate Board and committee meetings, and all serving directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet in executive session after each regularly scheduled Board meeting .
- Overboarding controls: Directors with full‑time jobs should not serve on >3 other public company boards; those without full‑time jobs should not serve on >4 .
| Governance Metric | FY2025 Value |
|---|---|
| Board meetings held | 7 |
| Nominating/Corporate Governance Committee meetings held | 4 |
| Racine independence status | Independent |
| Director attendance rate | ≥91% for all directors |
| Executive sessions frequency | After each regular Board meeting |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Committee member retainer (Nominating/Corporate Governance) | $10,000 | Standard committee membership fee |
| Additional meeting attendance fees | $6,000 | Earned for meetings above thresholds ($2,000 per qualifying meeting) |
| Total retainers and fees (cash) | $116,000 | Sum of cash compensation earned |
Program features:
- Annual benchmarking by independent compensation consultant; mix of cash and equity; anti‑hedging and anti‑pledging prohibitions; five‑times retainer stock ownership guideline over five years .
Performance Compensation
| Equity Award | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Aug 13, 2024 | 12,300 | $240,465 | Vests in full at the earlier of first anniversary or the 2025 annual meeting (July 22, 2025) |
Performance metrics tied to director compensation:
| Metric | Applicability |
|---|---|
| Revenue growth, EBITDA, TSR, ESG KPIs | Not disclosed for non‑employee director awards; annual director equity is time‑based RSUs |
Other Directorships & Interlocks
| Company | Status | Role | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| SHF Holdings, Inc. | Former | Director; Chair of Nominating & Governance | Jan 2023 – May 2025 | Financial services technology; no DXC related‑party transactions disclosed |
| Public company boards (current) | None | — | — | DXC proxy lists no current other public company boards for Racine |
Expertise & Qualifications
- Leadership and Management; Public Company Governance; Audit & Financial Expertise; Government/Regulatory & Public Policy; ESG (as per Board skills matrix) .
- Legal/regulatory acumen includes AI, big data, privacy and competition law; advocacy led to platform content moderation changes post‑Jan 6 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Karl Racine | 28,500 | <1% | Includes 12,300 RSUs outstanding as of May 28, 2025 that would vest or could settle within 60 days |
Ownership alignment:
- Director stock ownership guideline: 5x annual retainer over five years; RSUs count toward compliance (PSUs not applicable for directors) .
- Anti‑hedging and anti‑pledging: Prohibited for directors .
Governance Assessment
- Independence and effectiveness: Racine is independent, actively engaged (≥91% attendance), and contributes distinct regulatory/ESG expertise aligned with DXC’s oversight needs—particularly legal and compliance domains .
- Committee impact: Service on Nominating/Corporate Governance supports board refreshment and succession planning priorities; the committee and all standing committees comprised entirely of independent members .
- Compensation and alignment: Balanced cash/equity mix; meaningful annual RSU grant with one‑year/AGM vesting; robust ownership guideline and anti‑hedging/pledging policy strengthen alignment with shareholders .
- Conflicts/related party exposure: Despite external affiliations (Hogan Lovells, prior SHF Holdings board), DXC disclosed no related‑party transactions >$120,000 in FY2025 under its policy; approvals routed via the Nominating/Corporate Governance Committee if such transactions arise—mitigating conflict risk .
- RED FLAGS: None evident—no pledging, no related‑party transactions requiring disclosure, strong attendance, and independent status. Ongoing monitoring warranted given law firm partnership and external engagements, but current disclosures are clean .