Raul Fernandez - President and Chief Executive Officer | DXC Technology (DXC) Executive Profile & Compensation

About Raul Fernandez

Raul J. Fernandez, 58, has served as DXC’s President and Chief Executive Officer since February 1, 2024 (Interim CEO since December 18, 2023) and as a director since 2020 . He is a technology entrepreneur and operator (founder/CEO of Proxicom; CEO, Dimension Data North America; Chairman/CEO, ObjectVideo), and Vice Chairman/co-owner of Monumental Sports & Entertainment . Under his first full year, DXC emphasized cash generation and profitability: FY2025 revenue $12.871B, EBIT $696M, adjusted EBIT $1.019B (7.9% margin), cash from operations $1.398B, and free cash flow $687M; FY2025 short‑term incentives paid at 91% of target on performance vs preset goals .

Past Roles

Organization	Role	Years	Strategic impact
Proxicom (NASDAQ: PXCM)	Founder and CEO	1991–2000s (IPO 1999)	Built an early global e‑commerce solutions provider; led to IPO and subsequent sale to Dimension Data .
Dimension Data North America	Chief Executive Officer; director of parent (2001)	2000–2002	Scaled information systems integration footprint in North America .
ObjectVideo	Chairman and CEO	Through 2017	Led intelligent video software business to sale to Alarm.com in 2017 .

External Roles

Organization	Role	Years	Notes
Monumental Sports & Entertainment	Vice Chairman & co-owner	Ongoing	Co-owner of major D.C. sports franchises; alternative Governor to NBA Board .
Broadcom, Inc.	Director (former)	2020–Apr 2024	Public company directorship .
GameStop Corp.	Director (former)	2019–2021	Public company directorship .
Kate Spade & Co.	Director (former)	Until 2017	Board service until acquisition by Coach, Inc. .
Carrick Capital Partners	Special Advisor	Ongoing	Advisory role .
Volition Capital	Strategic Advisory Board member	Ongoing	Advisory role .

Fixed Compensation

Metric	FY2025	FY2026 (effective 4/1/2025)
Base Salary ($)	1,380,000	1,500,000
Target Bonus (% of base)	200% (max 400%)	200% (as per Employment Agreement; updated pay mix otherwise unchanged)
Actual STI Payout (% of target)	91% payout for plan year FY2025	N/A

Notes:

FY2025 STI metrics: 50% Adjusted EBIT Margin %, 50% Organic Revenue Growth %; metric fundings were 96.0% and 85.1% respectively, leading to ~91% overall payout .

Performance Compensation

Annual Short‑Term Incentive (FY2025)

Metric	Weight	Target/Calibration	Actual	Payout Contribution
Adjusted EBIT Margin %	50%	Threshold at 90% of target; max at 110% of target	96.0% funding	Contributed to 91% overall STI payout .
Organic Revenue Growth %	50%	Threshold at 95% of target; max at 105% of target	85.1% funding	Contributed to 91% overall STI payout .

Long‑Term Incentives (structure and grants)

FY2025 regular-cycle LTI design (CEO): 70% PSUs (100% weighted to cumulative FCF over 3 years with ±20% rTSR modifier), 30% time-based RSUs vesting over 3 years .
FY2026 special front‑loaded awards (in lieu of FY2026–FY2028 annual grants) granted May 16, 2025: 85% PSUs (FCF 80% + Revenue 20% over 3 years, with rTSR ±20% modifier; no positive rTSR modifier if absolute TSR is negative; max 200% including modifier), 15% RSUs vesting in 3 equal annual installments .

Award	Grant date	Shares/Target	Vesting/Metrics	Grant date fair value / notes
FY2025 PSUs	5/21/2024	514,757 target (threshold 257,379; max 1,029,514)	3-year cumulative FCF; ±20% rTSR modifier; vests after FY2027	$8,431,720 grant date fair value .
FY2025 RSUs	5/21/2024	220,610	1/3 per year on anniversaries of grant (2025–2027)	$3,509,905 grant date fair value .
FY2026 PSUs (front‑loaded)	5/16/2025	2,282,784 target	3-year cumulative FCF (80%) + Revenue (20%); rTSR ±20% modifier; max 200% incl. modifier; no positive modifier if TSR negative	In lieu of annual LTI for FY2026–FY2028 .
FY2026 RSUs (front‑loaded)	5/16/2025	402,844	Vests in three equal annual installments (2026–2028)	In lieu of annual LTI for FY2026–FY2028 .
FY2024 CEO PSUs	3/31/2024	106,666 target; threshold 53,333 shown outstanding	Two‑year stock‑price hurdle PSUs; vests at close of FY2026 if hurdles met	Target award value $2,879,982 .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (5/28/2025)	249,638 shares; <1% of shares outstanding .
Unvested time‑based RSUs (3/31/2025)	220,610 (from FY2025 grant) .
Unvested PSUs (3/31/2025)	257,379 (FY2025 PSUs at threshold) and 53,333 (FY2024 CEO PSUs at threshold) .
Options	No stock options granted to NEOs in FY2025 .
Ownership guidelines	CEO must hold stock equal to 7x base salary .
Hedging/pledging	Hedging and pledging prohibited; pre‑clearance and 10b5‑1 plan requirements apply .
2025 vesting activity	12,400 shares vested; $253,084 value realized on vesting .

Employment Terms

Topic	Terms
Effective dates	Interim CEO 12/18/2023; CEO 2/01/2024 .
Employment Agreement term	Effective 4/1/2024 through 3/31/2025 with automatic 1‑year renewals unless notice 6 months prior; extended by 3 years to March 31, 2028 in May 2025 .
Cash compensation	Base salary $1,380,000 (FY2025); increased to $1,500,000 effective 4/1/2025; target bonus 200% of base (max 400%) .
Regular annual LTI (FY2025)	Target $14,950,000; 70% PSUs / 30% RSUs .
Special front‑loaded LTI (FY2026)	PSUs and RSUs in lieu of FY2026–FY2028 annual grants; see above .
Severance (non‑CoC)	2x (base + target bonus) paid over 24 months, plus pro‑rata bonus; equity: pro‑rata RSUs vest; PSUs remain outstanding pro‑rata and vest based on actual performance .
Severance (CoC; double‑trigger)	3x (base + greater of 3‑yr avg bonus, target, or most recent bonus); generally lump sum if within 2 years post‑CoC; equity vests at greater of target or actual as of CoC .
Example payout tables (3/31/2025 hypotheticals)	CoC total $29.30M (cash $14.94M; PSUs $10.60M; RSUs $3.76M) . Non‑CoC without cause/Good Reason total $11.84M (cash $10.80M; RSUs $1.04M; PSUs performance‑based, potential value noted) .
Restrictive covenants	Non‑compete and non‑solicit for 12 months post‑employment; confidentiality .
Clawbacks	Executive compensation recovery policy applies; CEO 2024 interim cash sign‑on carried full clawback if departing before successor appointment .
Tax gross‑ups	None under agreement; no excise tax gross‑ups .
409A	Potential 6‑month payment delay for specified employees; earnings credited during delay .

Board Governance (as Director)

Service/independence: Director since 2020; as CEO he is not independent .
Board leadership: Roles split—independent Chair (David L. Herzog) and CEO; committees chaired by independent directors .
Committee roles: No committee assignments disclosed for CEO; all standing committees comprised entirely of independent directors .
Attendance and executive sessions: In FY2025, no director attended fewer than 91% of meetings; independent directors held four executive sessions .

Director Compensation (context)

Standard non‑employee director retainer: $100,000 cash + $240,000 annual RSUs; role‑based retainers for Chair/committee chairs; RSUs vest at earlier of 1 year or next annual meeting .
As CEO, Fernandez receives no separate director compensation .

Compensation & Incentive Data (selected multi‑year items)

Item	FY2024	FY2025
STI payout (% of target)	59%	91%
FY results context (company-level)	Revenue $13,667M; Net income $86M; EBIT $193M; Adjusted EBIT $1,009M; CFO $1,361M; FCF $756M .	Revenue $12,871M; Net income $396M; EBIT $696M; Adjusted EBIT $1,019M; CFO $1,398M; FCF $687M .

Perquisites and Other Benefits

FY2025 perqs for Fernandez: personal use of corporate aircraft ($555,103), executive concierge life insurance premiums ($95,862), basic life insurance premiums ($2,520) .
No pension/SERP participation; no nonqualified deferred compensation participation by NEOs in FY2025 .

Related Party Transactions and Conflicts

FY2025: No related‑party transactions requiring disclosure .
FY2024: DXC engaged RemoteRetail, majority‑owned by Fernandez, for “work‑from‑anywhere” services beginning 2021; DXC also acquired a $2.5M minority equity interest in 2023; Fernandez recused from negotiations; arrangements on arm’s‑length terms .

Say‑on‑Pay and Peer Group

Say‑on‑pay support: 89% approval at 2024 annual meeting .
Peer benchmarking: Broad IT/services peer set used for FY2025 decisions; CEO target pay aligned near peer median .

Compensation Committee & Advisors

Compensation Committee members: Akihiko Washington (Chair), Anthony Gonzalez, David Herzog, Dawn Rogers; all independent .
Independent advisor: Pay Governance (no conflicts) .

Investment Implications

Alignment: Heavy weighting to performance equity, with FY2026 front‑loaded PSUs (80% FCF/20% Revenue plus rTSR modifier) and high CEO ownership guideline (7x salary), strengthens pay‑for‑performance and long‑term alignment; hedging/pledging prohibitions further align incentives .
Cash discipline focus: FCF‑centric PSUs (FY2025 100% FCF with rTSR; FY2026 FCF/Revenue with rTSR) incentivize cash generation and disciplined capital allocation; monitor for potential under‑investment risk if cash metrics overly dominate .
Vesting/flow supply: Material FY2026–FY2028 vesting cadence (front‑loaded RSUs and potential PSUs) creates identifiable insider vesting windows; policy requires pre‑clearance and restricts hedging/pledging, but vesting may still create episodic selling pressure around release dates .
Downside protection/exit economics: Double‑trigger CoC with 3x multiple and broad equity acceleration is market‑standard but sizable; non‑CoC 2x multiple with continued PSU participation on actuals aligns with ongoing performance risk sharing .
Governance: Separation of Chair/CEO, independent committees, strong executive sessions cadence, and high say‑on‑pay support (89%) indicate supportive stewardship; prior RemoteRetail dealings were mitigated by recusals and no FY2025 related‑party transactions .