Matthew Fawcett
DXC TechnologyAbout Matthew Fawcett
Matthew K. Fawcett, age 57, is Executive Vice President and General Counsel of DXC Technology, appointed effective April 1, 2024. Prior to DXC, he served at NetApp as Executive Vice President and Chief Strategy Officer (Dec 2021–Feb 2023), Chief Strategy and Legal Officer (Jun 2021–Dec 2021), and General Counsel (Sep 2010–Jun 2021); earlier, he was Senior Vice President and General Counsel at JDS Uniphase (1999–Aug 2010) . For fiscal 2025, DXC delivered revenue of $12,871 million, net income of $396 million (3.1% margin), EBIT of $696 million (adjusted EBIT $1,019 million; adjusted EBIT margin 7.9%), cash from operations of $1,398 million, and free cash flow of $687 million, while the annual cash incentive funded at 91% of target based on Organic Revenue Growth % and Adjusted EBIT Margin % outcomes . The fiscal 2023–2025 PSU cycle paid at 100% of target overall (200% on FCF and 0% on rTSR given DXC’s three‑year TSR of −45.56% and 6th percentile rank), aligning realized pay with shareholder experience . Say‑on‑pay support at the 2024 annual meeting was 89% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NetApp | EVP & Chief Strategy Officer; Chief Strategy & Legal Officer; General Counsel | 2010–2023 | Led legal and strategy functions for a Fortune 500 software company; built and led global organizations (as highlighted by DXC press release) |
| JDS Uniphase | SVP & General Counsel | 1999–2010 | Senior legal leadership for optical communications/tech company |
External Roles
- No public company board directorships disclosed in DXC’s executive officer biographies or proxy materials .
Fixed Compensation
| Component | FY2025 terms |
|---|---|
| Base salary | $650,000 |
| Target bonus % | 110% of base salary |
| Target bonus $ | $715,000 |
| Actual annual cash incentive (FY2025) | $651,000 (91% funding applied to $715,000 target) |
Performance Compensation
Annual Cash Incentive – FY2025 design and results
| Metric | Weight | Target | Actual | Funding | Weighted funding |
|---|---|---|---|---|---|
| Organic Revenue Growth % | 50% | (3.1%) | (4.6%) | 85.1% | 43% |
| Adjusted EBIT Margin % | 50% | 8.0% | 7.9% | 96.0% | 48% |
| Calculated pool funding | 100% | — | — | 91% | — |
- Individual payout for Fawcett: 91% × $715,000 = $651,000 .
- No individual performance modifier applied to NEOs for FY2025; team assessment used .
Long-Term Incentive (LTI) – FY2025 structure and grants
| LTI element | Target value ($) | Target shares (#) | Grant date | Vesting | Grant-date fair value |
|---|---|---|---|---|---|
| PSUs (FCF 100% with ±20% rTSR modifier, 3-year) | $1,950,000 | 95,917 target (47,959 threshold; 191,834 max) | May 21, 2024 | Earn/vest after FY2027 based on performance; 3-year cliff | $1,571,120 |
| RSUs (time-based) | $1,300,000 | 63,945 | May 21, 2024 | One‑third per year on first three anniversaries of grant date | $1,017,365 |
- For other NEOs, FY2025 LTI used a 60% PSUs / 40% RSUs mix; Fawcett’s allocation aligns via the $1.95m PSUs and $1.3m RSUs targets .
- FY2023 PSU results (for eligible recipients) paid 200% on FCF and 0% on rTSR; overall 100% of target given the split (context for plan rigor; Fawcett did not have 2023 PSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 12,928 shares; less than 1% of outstanding (based on 181,960,791 shares at May 28, 2025) |
| Unvested RSUs at 3/31/2025 | 63,945 units; market value $1,090,262 at $17.05 close |
| Unvested PSUs at 3/31/2025 | 47,959 units shown at threshold; market value $817,701 at $17.05 close (settlement post FY2027 based on performance) |
| Stock ownership guideline | Other executive officers: 3× base salary; 5 years to attain; unvested time‑based RSUs count; unvested PSUs do not count |
| Hedging/pledging | Hedging prohibited; no short sales; no margin accounts; pledging prohibited |
Vesting schedule notes:
- Time‑based RSUs vest one‑third annually on the first three anniversaries of the May 21, 2024 grant date, creating potential sell/settle events around those anniversaries .
- PSUs are a three‑year cliff with settlement after FY2027 based on cumulative FCF with ±20% rTSR modifier .
Employment Terms
| Scenario | Cash severance | Benefits continuation | Equity treatment | Trigger terms / notes |
|---|---|---|---|---|
| Termination without Cause (non‑CoC) | $1,365,000 (base salary + target bonus) | None disclosed for Fawcett | No accelerated vesting disclosed; death/disability values shown separately | Lump sum per plan; Fawcett did not participate in group health plan in FY2025 |
| Death/Disability (non‑CoC) | — | — | PSUs: $545,128; RSUs: $1,090,262 (as of 3/31/2025, at $17.05) | Values based on closing price; plan specifics in proxy |
| Change of Control + qualifying termination (double‑trigger) | $3,445,000 cash (2×(FY2025 base + target bonus) + pro‑rata target bonus) | No COBRA for Fawcett (did not participate in plan) | Accelerated vesting modeled at ≥target for unvested PSUs and full vest for unvested RSUs for valuation purposes; equity value $2,725,647; total $6,170,647 | Double‑trigger CoC; no excise tax gross‑ups; methodology disclosed |
Additional policies/practice:
- Clawback: Amended and restated Compensation Recovery Policy effective Oct 2, 2023 to comply with SEC/NYSE clawback rules (applies to current/former executive officers) .
- Equity grant policy: annual grants in Q1; award sizing uses 3‑month average price; FY2025 LTI used only RSUs/PSUs (no stock options) .
Compensation Committee and Say‑on‑Pay
- Committee: Akihiko Washington (Chair), Anthony Gonzalez, David Herzog, Dawn Rogers .
- Say‑on‑pay support: 89% approval at the 2024 annual meeting; ongoing investor outreach highlighted .
- Compensation peer group used for FY2025 decisions spans large-cap IT services/data processing names; DXC positioned near 33rd percentile by revenue within peers at the time of review .
Investment Implications
- Alignment and leverage to performance: Fawcett’s FY2025 pay mix is heavily at‑risk, with a 500% of salary LTI target (approx. $3.25m), of which 60% PSUs are tied to cumulative FCF with an rTSR modifier—directly linking value to cash generation and relative returns . FY2025 annual bonus paid at 91% amid revenue decline and near‑target margin, underscoring pay‑for‑performance mechanics .
- Retention risk vs. selling pressure: Unvested 63,945 RSUs vest on successive anniversaries of the May 21, 2024 grant date, and PSUs cliff‑settle post‑FY2027—supporting retention but creating potential settlement‑related selling windows around those dates .
- Change‑of‑control economics: For a double‑trigger event, Fawcett’s cash multiple equates to 2× salary+target bonus plus pro‑rata bonus, with equity acceleration modeled at target; no tax gross‑ups—standard, not excessive, severance profile .
- Ownership/skin in the game: Beneficial ownership is relatively small (12,928 shares; <1%); however, DXC requires 3× salary ownership within five years, with strict anti‑hedging/pledging policies enhancing alignment quality .
- Execution and outcome risk: DXC’s three‑year rTSR underperformance (−45.56%; 6th percentile) zeroed out the rTSR half of the FY2023–2025 PSU cycle, while strong FCF performance maxed the FCF half—compensation design is sensitive to both cash generation and market performance, elevating risk to realized pay if rTSR lags peers .