Robert Woods
DXC TechnologyAbout Robert F. Woods
Independent director at DXC since April 1, 2017; age 70. Former CFO of SunGard Data Systems (2010–2012) and IKON Office Solutions (2004–2009), and former Vice President & Treasurer and Vice President & Controller at IBM (2000–2004). He is designated an SEC “audit committee financial expert” and serves as Chair of DXC’s Audit Committee, bringing deep capital markets, accounting, audit, and M&A expertise vital to board oversight . The board affirms his independence; he attended at least 91% of board and committee meetings in FY2025, consistent with DXC’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunGard Data Systems, Inc. | Senior VP of Finance & Chief Financial Officer | 2010–2012 | Public company CFO; capital markets, liquidity, reporting |
| IKON Office Solutions, Inc. | Senior VP & Chief Financial Officer | 2004–2009 | Public company CFO; transformation and cost leadership |
| IBM Corporation | Vice President & Treasurer | 2000–2002 | Global treasury, capital markets |
| IBM Corporation | Vice President & Controller | 2002–2004 | Financial reporting, internal controls |
| Computer Sciences Corporation | Director; Audit Committee member | 2015–2017 | Predecessor company oversight before DXC formation |
| Insight Enterprises, Inc. | Director; Audit & Compensation Committees | 2009–2011 | Governance and pay oversight |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| — | — | No current public company boards disclosed | 2025 proxy shows none |
| Insight Enterprises, Inc. | Director | Former | Audit and Compensation Committees |
| Computer Sciences Corporation | Director | Former | Audit Committee |
Board Governance
- Committee assignments: Audit Committee Chair; Audit members include David Barnes, David Herzog, Carrie Teffner. Woods qualifies as an SEC “audit committee financial expert.” The audit committee held 8 meetings in FY2025 .
- Independence and attendance: The board determined all non-CEO directors, including Woods, are independent; in FY2025 no director attended fewer than 91% of board and applicable committee meetings .
- Board leadership and executive sessions: Independent Chairman structure; independent directors met in four executive sessions during FY2025 .
- Risk oversight relevance: Audit Committee oversees financial reporting, internal controls, ethics & compliance, and enterprise risk management (ERM) .
- Related-party transactions: None requiring disclosure in FY2025 under the company’s policy (no transactions >$120,000 involving related persons) .
- Overboarding policy: DXC limits directors’ outside public boards; Woods currently lists no other public boards in 2025 filing .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Standard non-employee director retainer |
| Audit Committee Chair Retainer | $35,000 | Committee chair cash retainer |
| Committee Member Cash Retainer | $10,000 | Committee membership retainer |
| Additional Meeting Fees | $6,000 | $2,000 per meeting above thresholds; Woods received $6,000 |
| Total Cash Earned | $151,000 | Sum of cash retainers/fees |
Program features: cash may be deferred under the Director Deferred Compensation Plan; anti-hedging and anti-pledging policy applies to directors .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual RSU Award | Aug 13, 2024 | 12,300 | $19.55 | $240,465 | Vests in full at earlier of first anniversary or 2025 annual meeting (July 22, 2025); dividend equivalents eligible; deferral optional per plan |
| Total Equity (FY2025) | — | — | — | $240,465 | Director equity is time-vested; no performance metrics for director awards |
Notes: Director equity awards are structured as time-based RSUs to align with shareholders and encourage board retention; no performance metrics are applied to non-employee director equity grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None disclosed for Woods in 2025 proxy |
| Prior public boards | Insight Enterprises (2009–2011); Computer Sciences Corporation (2015–2017) |
| Committee financial expert | Yes; designated audit committee financial expert at DXC |
| Potential interlocks/conflicts | None disclosed; no related-party transactions in FY2025 |
Expertise & Qualifications
- Financial expertise: Former CFO of two public companies; extensive accounting policy, financial reporting, internal controls, audit (internal/external), capital allocation, M&A, and capital markets experience .
- Governance: Significant public company board and committee experience (audit and compensation); SEC “audit committee financial expert” at DXC .
- Strategic/operational: Global leadership roles at IBM; experience overseeing cost leadership and transformation .
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Class | Notes |
|---|---|---|---|
| Robert F. Woods | 69,131 | * | Includes 12,300 RSUs that would vest or could settle within 60 days of May 28, 2025; “less than 1%” of shares outstanding |
| Unvested Awards (as of Mar 31, 2025) | 12,300 | — | Aggregate unvested RSUs outstanding |
| Director Ownership Guidelines | 5x annual cash retainer over 5 years | — | Applies to all non-employee directors (RSUs count); individual compliance status not disclosed |
| Hedging/Pledging | Prohibited | — | Company policy prohibits hedging and pledging by directors |
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Chair and SEC “financial expert” leading oversight of reporting, controls, and ERM; strong alignment with best practices .
- High attendance and independence affirmed; board holds regular executive sessions under independent chair leadership .
- No related-party transactions involving Woods; anti-hedging/pledging policy and director ownership guidelines enhance alignment .
- Transparent director pay structure with balanced cash/equity; equity retainer vests on short cycle tied to annual meeting, reinforcing accountability to shareholders .
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Watch items:
- Retirement policy requires departure after the first annual meeting post–age 72; at age 70, Woods approaches mandatory retirement window, implying medium-term refresh risk and succession planning needs on the Audit Committee .
- No current external public boards (reduces interlock risk but limits cross-company information flow); ensure continued pipeline for audit/financial expertise succession .
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Broader governance signals:
- Strong say-on-pay support (89% in 2024) and ongoing shareholder outreach, indicating constructive investor relations and responsiveness from the board’s committees .