DXC Technology Co DEFA14A, filed Jul 27, 2020
DXC Technology Co (DXC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
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DXC Technology Stockholder Engagement Summer 2020 © 2020 DXC Technology Company. All rights reserved.DXC Technology Stockholder Engagement Summer 2020 © 2020 DXC Technology Company. All rights reserved.
Executive Summary Key Leadership Hires Propel Ongoing Transformation ► DXC has undergone a leadership transformation since last September: appointing a new CEO, a Chief Human Resources Officer and an EVP of Transformation, among other key industry hires. ► These new leaders complement continuing executives as we execute our transformation journey: taking care of our people, focusing on and delivering for our customers, optimizing value, seizing the market, and unlocking value to strengthen our capital structure. Executive Compensation Program Reinforces Pay-for-Performance Culture and Supports Recruitment ► DXC’s compensation program is designed to pay for performance, aligning executives’ incentives with shareholder value creation through the use of relevant goals and metrics. ► No annual incentive bonuses were awarded to continuing NEOs in FY20 and the FY20 PSUs were not earned. ► In response to shareholder feedback, the Compensation Committee amended the PSU structure to provide for no retesting and that awards may not be earned or vested until the end of the three-year performance period beginning with FY21 grants. ► In FY20, the Compensation Committee approved one-time, new hire arrangements to help attract executive talent critical to our go-forward strategy. ► Addendum to former CEO arrangement provided that a portion of outstanding equity vest to facilitate alignment while supporting the new CEO during a transition period; FY20 PSUs were forfeited. Attracting Talent and Aligning Stockholders & Employee Interests Through Equity-Based Compensation ► Our people are the most critical part of our transformation journey and our goal is to align them to the creation of stockholder value ► We are requesting additional shares for our equity incentive plan, which is crucial to maintaining our competitiveness and allowing us to attract, hire and retain the talent necessary to continue serving our customers while aligning the interest of our employees with our stockholders. Qualified Board of Directors Supported by Independent Chairman Provide Strong Oversight ► Our Directors—led by our recently appointed Independent Chairman—collectively possess the right skills, expertise and diverse background to oversee DXC’s transformation and growth strategy. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 2Executive Summary Key Leadership Hires Propel Ongoing Transformation ► DXC has undergone a leadership transformation since last September: appointing a new CEO, a Chief Human Resources Officer and an EVP of Transformation, among other key industry hires. ► These new leaders complement continuing executives as we execute our transformation journey: taking care of our people, focusing on and delivering for our customers, optimizing value, seizing the market, and unlocking value to strengthen our capital structure. Executive Compensation Program Reinforces Pay-for-Performance Culture and Supports Recruitment ► DXC’s compensation program is designed to pay for performance, aligning executives’ incentives with shareholder value creation through the use of relevant goals and metrics. ► No annual incentive bonuses were awarded to continuing NEOs in FY20 and the FY20 PSUs were not earned. ► In response to shareholder feedback, the Compensation Committee amended the PSU structure to provide for no retesting and that awards may not be earned or vested until the end of the three-year performance period beginning with FY21 grants. ► In FY20, the Compensation Committee approved one-time, new hire arrangements to help attract executive talent critical to our go-forward strategy. ► Addendum to former CEO arrangement provided that a portion of outstanding equity vest to facilitate alignment while supporting the new CEO during a transition period; FY20 PSUs were forfeited. Attracting Talent and Aligning Stockholders & Employee Interests Through Equity-Based Compensation ► Our people are the most critical part of our transformation journey and our goal is to align them to the creation of stockholder value ► We are requesting additional shares for our equity incentive plan, which is crucial to maintaining our competitiveness and allowing us to attract, hire and retain the talent necessary to continue serving our customers while aligning the interest of our employees with our stockholders. Qualified Board of Directors Supported by Independent Chairman Provide Strong Oversight ► Our Directors—led by our recently appointed Independent Chairman—collectively possess the right skills, expertise and diverse background to oversee DXC’s transformation and growth strategy. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 2
Unlock value with DXC Leveraging the Enterprise Technology Stack to seize the market Helping Our Customers • DXC is in a perfect position to help customers manage their IT estate across the Enterprise Technology Stack. • The criticality of the IT estate is top of mind for customers. They need to manage previous investments in enterprise infrastructures as they also move some of their IT estate to the cloud. • They do this by: - Running and maintaining on-premises technology infrastructure securely; - Migrating relevant on-premises resources to the cloud and securing them; - Developing innovative applications while improving agility and accelerating time-to-market; - Harvesting data with advanced analytics and engineering. • Our focus is on helping customers with IT modernization, including on-premises and cloud, data-driven operations and workplace modernization. The Enterprise Technology Stack © 2020 DXC Technology Company. All rights reserved. July 27, 2020 3Unlock value with DXC Leveraging the Enterprise Technology Stack to seize the market Helping Our Customers • DXC is in a perfect position to help customers manage their IT estate across the Enterprise Technology Stack. • The criticality of the IT estate is top of mind for customers. They need to manage previous investments in enterprise infrastructures as they also move some of their IT estate to the cloud. • They do this by: - Running and maintaining on-premises technology infrastructure securely; - Migrating relevant on-premises resources to the cloud and securing them; - Developing innovative applications while improving agility and accelerating time-to-market; - Harvesting data with advanced analytics and engineering. • Our focus is on helping customers with IT modernization, including on-premises and cloud, data-driven operations and workplace modernization. The Enterprise Technology Stack © 2020 DXC Technology Company. All rights reserved. July 27, 2020 3
Growth Strategy – Transformation Journey New strategy prioritized under Mr. Salvino’s leadership advances our transformation by strengthening customer relationships, increasing efficiency, pursuing opportunities to cross-sell and focusing on our people Unlock Value to Inspire and Take Care Focus on Customers Optimize Value Seize the Market Strengthen Capital of our People Structure Seizing the market Ensuring the health and Strengthening our Optimizing value to better Unlocking value by safety of our people is a top opportunity by cross-selling customer relationships and serve our customers by pursuing strategic priority, especially in the current and expanding what we do ensuring we are delivering eliminating confusion and alternatives, rationalizing our environment with our customers across for our customers complexity portfolio, and strengthening the Enterprise Technology our balance sheet through Continuing to bring in new Stack technology, account and our commitment to running a delivery talent across the long-term sustainable world, and making investments business that recognize and reward our people © 2020 DXC Technology Company. All rights reserved. July 27, 2020 4Growth Strategy – Transformation Journey New strategy prioritized under Mr. Salvino’s leadership advances our transformation by strengthening customer relationships, increasing efficiency, pursuing opportunities to cross-sell and focusing on our people Unlock Value to Inspire and Take Care Focus on Customers Optimize Value Seize the Market Strengthen Capital of our People Structure Seizing the market Ensuring the health and Strengthening our Optimizing value to better Unlocking value by safety of our people is a top opportunity by cross-selling customer relationships and serve our customers by pursuing strategic priority, especially in the current and expanding what we do ensuring we are delivering eliminating confusion and alternatives, rationalizing our environment with our customers across for our customers complexity portfolio, and strengthening the Enterprise Technology our balance sheet through Continuing to bring in new Stack technology, account and our commitment to running a delivery talent across the long-term sustainable world, and making investments business that recognize and reward our people © 2020 DXC Technology Company. All rights reserved. July 27, 2020 4
Reconstituted Leadership Team Named Executive Officers include three new executives and continuing CFO Mike Salvino New Executive President & CEO Michael J. Salvino is Sep appointed President and • Extensive background in leadership roles in the IT industry with more 2019 than 30 years of experience building profitable businesses that delivered CEO value for clients and stockholders • Former MD at Carrick Capital Partners • Former group CEO of Accenture Operations Continuing Executive Paul Saleh Started rebuilding EVP & CFO leadership team • Leads all worldwide finance operations Oct • Former EVP and CFO for CSC 2019 • Former CFO at Gannett Co, Walt Disney International and Sprint Nextel Mary E. Finch is appointed EVP and CHRO New Executive Mary Finch EVP & CHRO Vinod Bagal is appointed • Leads all aspects of HR and employee engagement globally EVP of Global • Former CHRO at AECOM Transformation • Former Senior MD and COO for Global HR at Accenture Vinod Bagal New Executive EVP, Global Transformation • Responsible for delivery innovation to provide improved services to DXC outlined Nov customers in the most efficient manner transformation journey 2019 • Former SVP at Cognizant Technology Services and strategic priorities • Previously held a variety of leadership roles at Accenture © 2020 DXC Technology Company. All rights reserved. July 27, 2020 5Reconstituted Leadership Team Named Executive Officers include three new executives and continuing CFO Mike Salvino New Executive President & CEO Michael J. Salvino is Sep appointed President and • Extensive background in leadership roles in the IT industry with more 2019 than 30 years of experience building profitable businesses that delivered CEO value for clients and stockholders • Former MD at Carrick Capital Partners • Former group CEO of Accenture Operations Continuing Executive Paul Saleh Started rebuilding EVP & CFO leadership team • Leads all worldwide finance operations Oct • Former EVP and CFO for CSC 2019 • Former CFO at Gannett Co, Walt Disney International and Sprint Nextel Mary E. Finch is appointed EVP and CHRO New Executive Mary Finch EVP & CHRO Vinod Bagal is appointed • Leads all aspects of HR and employee engagement globally EVP of Global • Former CHRO at AECOM Transformation • Former Senior MD and COO for Global HR at Accenture Vinod Bagal New Executive EVP, Global Transformation • Responsible for delivery innovation to provide improved services to DXC outlined Nov customers in the most efficient manner transformation journey 2019 • Former SVP at Cognizant Technology Services and strategic priorities • Previously held a variety of leadership roles at Accenture © 2020 DXC Technology Company. All rights reserved. July 27, 2020 5
Executive Compensation Overview Our people are critical to our success. We aim to attract, retain and motivate the best talent to execute on our transformation strategy and create value for our stockholders Linking Pay to Performance FY20 CEO Target Total Direct Compensation ► Total compensation in our regular, ongoing program reflects Base Salary appropriate mix of short-term and long-term pay elements, Annual Cash aligned to long-term stockholder interests. 9% Incentive 22% Variable Pay Based 18% on Performance PSUs ► The majority of total pay is variable and tied to performance. RSUs 51% ► Issuing shares align employee interests to stockholders and is critical to our long-term strategy. Attracting and Retaining Talent Key Factors in Pay Practices FY20 Compensation Summary for New NEOs ► In connection with the recruitment of our new CEO and two ► Hiring and retaining proven leaders is challenging in our other NEOs, the Compensation Committee approved certain competitive industry, particularly as DXC is undergoing a one-time sign-on grants. transformation. ► These agreements were necessary to attract the right ► To attract and retain leaders critical to our success, the leadership team to help execute our strategy to transform DXC Compensation Committee occasionally makes one-time and create shareholder value. compensation arrangements upon hire. ► Because these new executives joined after performance goals ► Equity compensation is necessary to attract and retain top had been set for FY20, our new CEO’s bonus was set at a talent that will help drive our transformation. negotiated percentage of his salary, and two NEO bonuses were pro-rated for the fiscal year. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 6Executive Compensation Overview Our people are critical to our success. We aim to attract, retain and motivate the best talent to execute on our transformation strategy and create value for our stockholders Linking Pay to Performance FY20 CEO Target Total Direct Compensation ► Total compensation in our regular, ongoing program reflects Base Salary appropriate mix of short-term and long-term pay elements, Annual Cash aligned to long-term stockholder interests. 9% Incentive 22% Variable Pay Based 18% on Performance PSUs ► The majority of total pay is variable and tied to performance. RSUs 51% ► Issuing shares align employee interests to stockholders and is critical to our long-term strategy. Attracting and Retaining Talent Key Factors in Pay Practices FY20 Compensation Summary for New NEOs ► In connection with the recruitment of our new CEO and two ► Hiring and retaining proven leaders is challenging in our other NEOs, the Compensation Committee approved certain competitive industry, particularly as DXC is undergoing a one-time sign-on grants. transformation. ► These agreements were necessary to attract the right ► To attract and retain leaders critical to our success, the leadership team to help execute our strategy to transform DXC Compensation Committee occasionally makes one-time and create shareholder value. compensation arrangements upon hire. ► Because these new executives joined after performance goals ► Equity compensation is necessary to attract and retain top had been set for FY20, our new CEO’s bonus was set at a talent that will help drive our transformation. negotiated percentage of his salary, and two NEO bonuses were pro-rated for the fiscal year. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 6
FY20 Executive Compensation Design and Structure Program aligns pay with performance through metrics that are directly tied to our strategic priorities Type of Pay Purpose Key Characteristics Commitment to Base Salary Pay-for-Performance • Based on experience, Fixed • Reflects individual performance and scope of responsibility skills, and competencies No annual incentive bonuses Annual Cash Incentive were paid to continuing • EBIT: 60% weighting NEOs in FY20 based on • Motivates achievement of • Revenue: 20% weighting performance Performance- financial, customer • Customer satisfaction: 20% weighting based satisfaction and strategic • Strategic performance modifier adjusts payout up/down PSUs with a performance period goals based on achievement ending in FY20 were not earned Long-Term Incentive • EPS: 75% weighting • Encourage focus on long- • Adj. Free Cash Flow: 25% weighting PSUs term shareholder value • Up to 25% of the target PSUs may be earned (but not vested) PSU Program 70% of LTI • Three-year performance for each of the first two years Change for FY21 Opportunity period with cliff vesting to • Final performance is measured at the end of the three-year encourage retention period when the Committee determines whether PSUs were Committee amended PSU earned and will vest structure to provide for no • Provide retention retesting and that awards may RSUs incentive and reward not be earned or vested until the • Vest in increments over a three-year period 30% of LTI increase in share price end of the three-year Opportunity over time performance period © 2020 DXC Technology Company. All rights reserved. July 27, 2020 7FY20 Executive Compensation Design and Structure Program aligns pay with performance through metrics that are directly tied to our strategic priorities Type of Pay Purpose Key Characteristics Commitment to Base Salary Pay-for-Performance • Based on experience, Fixed • Reflects individual performance and scope of responsibility skills, and competencies No annual incentive bonuses Annual Cash Incentive were paid to continuing • EBIT: 60% weighting NEOs in FY20 based on • Motivates achievement of • Revenue: 20% weighting performance Performance- financial, customer • Customer satisfaction: 20% weighting based satisfaction and strategic • Strategic performance modifier adjusts payout up/down PSUs with a performance period goals based on achievement ending in FY20 were not earned Long-Term Incentive • EPS: 75% weighting • Encourage focus on long- • Adj. Free Cash Flow: 25% weighting PSUs term shareholder value • Up to 25% of the target PSUs may be earned (but not vested) PSU Program 70% of LTI • Three-year performance for each of the first two years Change for FY21 Opportunity period with cliff vesting to • Final performance is measured at the end of the three-year encourage retention period when the Committee determines whether PSUs were Committee amended PSU earned and will vest structure to provide for no • Provide retention retesting and that awards may RSUs incentive and reward not be earned or vested until the • Vest in increments over a three-year period 30% of LTI increase in share price end of the three-year Opportunity over time performance period © 2020 DXC Technology Company. All rights reserved. July 27, 2020 7
Equity Compensation Plan Supports Key Hiring and Retention Amid Transformation Consistent with Strategic Transformation Key Component of Competitive Hiring ► We are investing in our people to help us drive better outcomes for our customers and ► Investing in our people and enhancing our create value for shareholders customer value proposition are leading components of our transformation ► We have hired senior talent over the last 12 months as part of our transformation, and will continue to recruit top talent ► Equity-based compensation is integral to our ability to attract and retain talent in a highly ► It is critical that we have the ability to issue shares to attract key talent and align their competitive technology sector interests with the creation of long-term shareholder value ► Issuing shares to align employee interests ► Our share price has been negatively impacted in the short term as we realign the with shareholders is critical to our long-term Company with our new strategy; this decline was exacerbated by market-wide impacts of strategy COVID-19 ► The decrease in our share price, combined with equity share issuances in connection with Plan Features / Governance new hires, has impacted the pool of shares we have available under the Incentive Plan and contributed to a sooner-than-expected need for additional shares ► No “evergreen” feature ► We expect this increased share pool to be sufficient for up to the next four fiscal years at ► Dividends are paid only if the underlying the current stock price, or longer if our stock price increases as we execute on our awards are vested transformation strategy ► Clawback policy Reinforces Culture of Pay-for-Performance ► No tax gross-up policy ► Equity-based pay ensures alignment between DXC employees and long-term shareholder ► No repricings without shareholder approval interests ► No transferability without Committee approval © 2020 DXC Technology Company. All rights reserved. July 27, 2020 8 1. As of shares outstanding on March 30, 2020.Equity Compensation Plan Supports Key Hiring and Retention Amid Transformation Consistent with Strategic Transformation Key Component of Competitive Hiring ► We are investing in our people to help us drive better outcomes for our customers and ► Investing in our people and enhancing our create value for shareholders customer value proposition are leading components of our transformation ► We have hired senior talent over the last 12 months as part of our transformation, and will continue to recruit top talent ► Equity-based compensation is integral to our ability to attract and retain talent in a highly ► It is critical that we have the ability to issue shares to attract key talent and align their competitive technology sector interests with the creation of long-term shareholder value ► Issuing shares to align employee interests ► Our share price has been negatively impacted in the short term as we realign the with shareholders is critical to our long-term Company with our new strategy; this decline was exacerbated by market-wide impacts of strategy COVID-19 ► The decrease in our share price, combined with equity share issuances in connection with Plan Features / Governance new hires, has impacted the pool of shares we have available under the Incentive Plan and contributed to a sooner-than-expected need for additional shares ► No “evergreen” feature ► We expect this increased share pool to be sufficient for up to the next four fiscal years at ► Dividends are paid only if the underlying the current stock price, or longer if our stock price increases as we execute on our awards are vested transformation strategy ► Clawback policy Reinforces Culture of Pay-for-Performance ► No tax gross-up policy ► Equity-based pay ensures alignment between DXC employees and long-term shareholder ► No repricings without shareholder approval interests ► No transferability without Committee approval © 2020 DXC Technology Company. All rights reserved. July 27, 2020 8 1. As of shares outstanding on March 30, 2020.
Board Composition & Leadership Structure Our Directors have extensive experience in fields relevant to DXC’s strategy and operations, and a deep understanding of the industries and growth segments that we serve David L. Herzog Mukesh Aghi Amy E. Alving Michael J. Ian Read Former SVP and Independent Salvino President & CEO Former SVP and CFO of AIG Chairman of U.S.- India CTO of Leidos President & Strategic Holdings Former CEO, DXC Partnership Chairman, Forum President & CEO of Pfizer David Barnes Raul Fernandez Manoj P. Singh Robert F. Mary L. New Director New Director Woods Krakauer Former COO and Nominee for Nominee for 2020 Global Managing Former SVP and Former EVP and 2020 Vice Chair of Director of CFO of SunGard CIO of Dell Former SVP and Monumental Sports Deloitte Touche Data Systems CIO of UPS & Entertainment Tohmatsu Directors collectively possess a balance of expertise across the following skills & attributes: Enterprise Audit & Leadership & Public Company Transformation Capital Markets Gender and Industry Financial Management Governance & Culture & Treasury Ethnic Diversity Expertise Building Independent Board Leadership Enhances Oversight ► The Board recently appointed an Independent ► Presiding at Board meetings, including executive sessions of independent directors. Chairman in connection with our recent CEO ► Serving as a focal point for management to inform the Board, ensuring the proper flow of transition. information to the Board. ► The Corporate Governance Guidelines have clearly defined responsibilities for the ► Leading Board performance reviews of the CEO and other key senior managers. Independent Chairman. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 9Board Composition & Leadership Structure Our Directors have extensive experience in fields relevant to DXC’s strategy and operations, and a deep understanding of the industries and growth segments that we serve David L. Herzog Mukesh Aghi Amy E. Alving Michael J. Ian Read Former SVP and Independent Salvino President & CEO Former SVP and CFO of AIG Chairman of U.S.- India CTO of Leidos President & Strategic Holdings Former CEO, DXC Partnership Chairman, Forum President & CEO of Pfizer David Barnes Raul Fernandez Manoj P. Singh Robert F. Mary L. New Director New Director Woods Krakauer Former COO and Nominee for Nominee for 2020 Global Managing Former SVP and Former EVP and 2020 Vice Chair of Director of CFO of SunGard CIO of Dell Former SVP and Monumental Sports Deloitte Touche Data Systems CIO of UPS & Entertainment Tohmatsu Directors collectively possess a balance of expertise across the following skills & attributes: Enterprise Audit & Leadership & Public Company Transformation Capital Markets Gender and Industry Financial Management Governance & Culture & Treasury Ethnic Diversity Expertise Building Independent Board Leadership Enhances Oversight ► The Board recently appointed an Independent ► Presiding at Board meetings, including executive sessions of independent directors. Chairman in connection with our recent CEO ► Serving as a focal point for management to inform the Board, ensuring the proper flow of transition. information to the Board. ► The Corporate Governance Guidelines have clearly defined responsibilities for the ► Leading Board performance reviews of the CEO and other key senior managers. Independent Chairman. © 2020 DXC Technology Company. All rights reserved. July 27, 2020 9
We Ask for Your Support ► We link pay to performance through a program that supports our strategic realignment and incentivizes executives to create value through our focus on profitable top-line growth. ► We responsibly use equity-based compensation to attract and retain top talent in a competitive industry, particularly as DXC undergoes a transformation. o It is critical that we have the ability to issue shares to attract and retain key talent and align their interests with the creation of long-term shareholder value. ► Our Board is composed of Directors who possess a diversity of skills and expertise to oversee our ongoing transformation. We request your support for the following proposals: ✓ FOR the election of Directors ✓ FOR the advisory vote on executive compensation (say-on-pay) ✓ FOR the equity incentive plan proposals for employees and non-executive directors ✓ FOR the ratification of DXC’s independent registered public accounting firm for FY2021 © 2020 DXC Technology Company. All rights reserved. July 27, 2020 10We Ask for Your Support ► We link pay to performance through a program that supports our strategic realignment and incentivizes executives to create value through our focus on profitable top-line growth. ► We responsibly use equity-based compensation to attract and retain top talent in a competitive industry, particularly as DXC undergoes a transformation. o It is critical that we have the ability to issue shares to attract and retain key talent and align their interests with the creation of long-term shareholder value. ► Our Board is composed of Directors who possess a diversity of skills and expertise to oversee our ongoing transformation. We request your support for the following proposals: ✓ FOR the election of Directors ✓ FOR the advisory vote on executive compensation (say-on-pay) ✓ FOR the equity incentive plan proposals for employees and non-executive directors ✓ FOR the ratification of DXC’s independent registered public accounting firm for FY2021 © 2020 DXC Technology Company. All rights reserved. July 27, 2020 10
© 2020 DXC Technology Company. All rights reserved.© 2020 DXC Technology Company. All rights reserved.