UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Cognizant Technology Solutions Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Proxy statement guide

1

2

Stephen J. Rohleder Chair of the Board of Directors April 23, 2024

 

To our shareholders 

 

2023 was a year of transition and transformation at Cognizant. In January 2023, the Board of Directors named Ravi Kumar S as the company’s next CEO. Ravi quickly embedded himself with Cognizant’s associates, clients, partners and shareholders while tapping into the company’s entrepreneurial spirit and longstanding history of client centricity. He set out to recultivate a growth mindset within the company and identified three areas of strategic focus: accelerating growth to build and sustain momentum, becoming an employer of choice in our industry and simplifying operations to improve efficiency. The Board has worked closely with the entire leadership team to support the company’s strategy and has been pleased with the company’s early progress under Ravi’s leadership in positioning Cognizant for the significant market opportunities ahead. 

 

We finished the year by welcoming Jatin Dalal to the company as its next CFO, succeeding Jan Siegmund who announced his plans in late summer to retire. Jatin joined Cognizant with over 20 years of technology services experience and a proven track record of financial and operational success in a complex and ever evolving industry. We are confident that Jatin’s experience will help reinforce the company’s efforts to improve revenue growth in the years to come.

 

Strengthening fundamentals

 

In a challenging and uncertain industry demand environment, the company achieved full year 2023 revenue of $19.4 billion (which was down slightly from the prior year), outperformed its operating margins targets, increased bookings 9% year-over-year and increased the mix of its total contract value (TCV) of deals valued at $50 million or more from approximately 20% of total bookings in 2022 to approximately 30% in 2023 while bookings for deals with TCV above $100 million increased 42% year-over-year. 

 

While we have a lot of work ahead, we also have much to be proud of across all three operational priorities. Regarding accelerating growth, the company has continued to invest in platform-centric approaches to further differentiate Cognizant in select industries. We also introduced platforms and tools to help speed clients’ adoption of Generative AI (GenAI) and put us in a stronger position to capture the GenAI opportunity. Additionally, the company focused on large deal capabilities in 2023 by reorienting its teams to large deal demand generation and execution across all service lines. Second, regarding becoming an employer of choice, the company’s employee engagement scores improved in 2023 while voluntary attrition declined throughout the year to levels that are now in-line with industry performance. We were also pleased to see a corresponding improvement in Cognizant’s annual client net promoter score, which hit a historic high in 2023. This improvement underscores the interdependence of the employee and client experience and gives us confidence that the work we are doing today is having an impact and will help strengthen the business in the long run. And third, with respect to simplifying operations, the company further streamlined its operations, consolidated workspace, and reduced layers in the organization. These efforts, along with its cost management program, allowed the company to achieve a 2023 adjusted operating margin that exceeded our expectations from earlier in the year. 

 

Board refreshment and shareholder engagement

 

The Board strives to optimize its balance of skills, knowledge, experiences and tenures to provide Cognizant with effective directors who can help navigate the company’s, and the market’s, changing business needs. In early 2023, Cognizant appointed three new independent directors who brought a wealth of knowledge and cross-industry experience to the Board. In January 2024, Nella Domenici resigned from the Board to pursue a nomination for the U.S. Senate for the State of New Mexico. The Governance Committee is evaluating potential candidates with a focus on women and is optimistic that we will be able to complete the search and appoint a new director before the end of the year. Despite the smaller size of our Board, which we expect to be temporary, we continue to have a diverse Board that is actively engaged with our employees and stakeholders.  Between November 2023 and February 2024, Sandra S. Wijnberg, Leo S. Mackay Jr. and I met with top shareholders representing approximately 35% of the company’s shares.  We discussed, and received their feedback on, topics including our strategic positioning, large deal execution, GenAI, and human capital.

 

Sustainability and diversity

 

The Board maintains oversight of Cognizant’s environmental, social and governance (ESG or sustainability) strategy, initiatives and policies. We are focused on topics such as Cognizant’s corporate social responsibility programs, employee wellbeing, diversity and inclusion efforts and the journey to become a lower-carbon business. 

 

One area of progress in 2023 that I want to highlight is Cognizant’s ongoing efforts to foster a diverse and inclusive workforce, which we believe strengthens the company’s ability to understand and meet clients’ needs while reflecting the diversity of its clients and communities. In late 2023, Cognizant introduced Shakti, an initiative designed to unify our women-centric programs to further advance careers and boost women leadership in technology. Management also increased the percentage of women in leadership roles despite being in an economic environment in which the workforce was contracting for much of the year. 

 

The Board invites you to attend the 2024 annual meeting of shareholders and thanks you for your continued support. 

 

Sincerely,

 

 

Cognizant   2024 Proxy statement    3

About Cognizant

 

Cognizant is one of the world’s leading professional services companies, with operations in major metro areas across nearly 50 countries around the world
Our purpose   Why we exist   We engineer modern businesses to improve everyday life		Our vision   What we aspire to achieve   To become the preeminent technology services partner to the Global 2000 C-Suite

Our values   How we work
Start with a point of view	Seek data, build knowledge	Always strive, never settle	Work as one	Create conditions for everyone to thrive	Do the right thing,  the right way

 

Our strategic priorities

 

How we measure our success

 

Accelerate growth		Become employer of choice		Simplify our operations
Build and sustain momentum to recapture our place as a market leader in growth		Attract, develop and retain top talent with an employee value proposition that aligns with our ambitions		Improve the efficiency of our business with a streamlined operating model that frees resources to fund further growth

Cognizant   2024 Proxy statement    4

Cognizant   2024 Proxy statement    5

Meeting notice and voting roadmap

 

April 23, 2024

 

John Kim Corporate Secretary	You are invited to participate in Cognizant’s 2024 annual meeting. If you were a shareholder at the close of business on April 8, 2024, you are entitled to vote at the annual meeting. The agenda for the meeting and the Board’s recommendation with respect to each agenda item are set out below. Even if you plan to attend, we encourage you to submit your vote as soon as possible through one of the methods below.

Logistics			The 2024 annual meeting will be a virtual meeting of shareholders conducted via a live webcast. We designed the format of the virtual annual meeting to ensure that our shareholders who attend the virtual annual meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. During the virtual annual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the virtual annual meeting and access the list of shareholders, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.   A complete list of shareholders will also be available for examination by any shareholder during the ten days prior to the annual meeting for a purpose germane to the meeting by sending an e-mail to our corporate secretary at the e-mail address set out on page 103 stating the purpose of the request and providing proof of ownership of our common stock.
Date	Tuesday, June 4, 2024
Time	Online check-in begins: 9:15 a.m. Meeting begins: 9:30 a.m. (all times U.S. Eastern Time)
Place	Via live webcast – please visit www.virtualshareholdermeeting.com/CTSH2024
Voting
Who can vote	Shareholders as of our record date,  April 8, 2024, are eligible to vote
Internet	www.proxyvote.com
Telephone	+1-800-690-6903 (this phone number will work internationally but is only toll-free for callers within the U.S. and Canada).
Mail	Sign, date and return the proxy card

 

Voting matters and Board recommendations
Proposal 1	Election of 12 directors		For See page 17
Proposal 2	Advisory vote to approve executive compensation (say-on-pay)		For See page 44
Proposal 3	Adoption of the company’s Amended and Restated Certificate of Incorporation		For See page 86
Proposal 4	Ratification of appointment of independent registered public accounting firm		For See page 88
Proposal 5	Shareholder proposal, if properly presented at the meeting		Against See page 90

Cognizant   2024 Proxy statement    6

 

 

Proposal 1: Election of 12 directors

 

Elect the following 12 directors to serve until the 2025 annual meeting of shareholders

 

See page 17 for additional information regarding this proposal.

		Leadership roles / Committees		Key qualifications
	Zein Abdalla, 65 Former President of PepsiCo Independent director since 2015	•  Chair, Governance and Sustainability Committee •  Compensation and Human Capital Committee		•  Operations management •  International business development •  Public company leadership •  Public company governance
	Vinita Bali, 68 Former CEO and Managing Director of Britannia Industries and Former VP,  The Coca-Cola Company Independent director since 2020	•  Compensation and Human Capital Committee •  Governance and Sustainability Committee		•  Operations management •  International business development •  Public company leadership •  Public company governance
	Eric Branderiz, 59 Former EVP and CFO of Enphase Energy Independent director since 2023	•  Audit Committee •  Compensation and Human Capital Committee		•  Technology and consulting services •  Operations management •  International business development •  Public company governance •  Finance, accounting and risk management
	Archana Deskus, 58 EVP and Chief Technology Officer of PayPal Independent director since 2020	•  Audit Committee •  Compensation and Human Capital Committee •  Finance and Strategy Committee		•  Technology and consulting services •  Security •  Regulated industries •  Operations management •  International business development •  Public company governance
	John M. Dineen, 61 Former President and CEO of GE Healthcare Independent director since 2017	•  Chair, Finance and Strategy Committee •  Audit Committee		•  Regulated industries •  Operations management •  International business development •  Public company leadership •  Public company governance
	Ravi Kumar S, 52 CEO of Cognizant Director since 2023			•  Technology and consulting services •  Talent management •  Operations management •  International business development •  Public company leadership •  Public company governance
	Leo S. Mackay, Jr., 62 SVP, Ethics and Enterprise Assurance of Lockheed Martin Independent director since 2012	•  Chair, Compensation and Human Capital Committee •  Audit Committee •  Governance and Sustainability Committee		•  Technology and consulting services •  Security •  Regulated industries •  Operations management •  Public company governance •  Finance, accounting and risk management
	Michael Patsalos-Fox, 71 Former Chairman, the Americas of McKinsey & Company and Former CEO of Stroz Friedberg Independent director since 2012	•  Compensation and Human Capital Committee •  Finance and Strategy Committee		•  Technology and consulting services •  Talent management •  Security •  International business development

Cognizant   2024 Proxy statement    7

		Leadership roles / Committees		Key qualifications
	Stephen J. Rohleder, 66 Former Group Chief Executive, North America and Chief Operating Officer of Accenture plc Independent director since 2022	•  Chair of the Board of Directors •  Audit Committee •  Finance and Strategy Committee •  Governance and Sustainability Committee		•  Technology and consulting services •  Talent management •  Regulated industries •  Operations management •  International business development •  Public company leadership •  Public company governance
	Bram Schot, 62 Former Chairman and CEO of Audi AG Independent director since 2023	•  Finance and Strategy Committee •  Governance and Sustainability Committee		•  Operations management •  International business development •  Public company leadership
	Joseph M. Velli, 66 Former Senior EVP of The Bank of New York Independent director since 2017	•  Audit Committee •  Compensation and Human Capital Committee		•  Technology and consulting services •  Regulated industries •  Operations management •  International business development •  Public company leadership •  Public company governance
	Sandra S. Wijnberg, 67 Former CFO of Marsh & McLennan Companies and Former CAO of Aquiline Holdings Independent director since 2019	•  Chair, Audit Committee •  Finance and Strategy Committee		•  Technology and consulting services •  Talent management •  Regulated industries •  International business development •  Public company governance •  Finance, accounting and risk management

 

Board recommendation: Vote FOR each director nominee.

 

•	We have built an independent Board with broad and diverse experience and sound judgment that is committed to representing the long-term interests of our shareholders.

 

See our Board qualifications on pages 15-16 and our director nominees’ biographies starting on page 19.

 

Qualified	Our Board’s key qualifications
	67% 33% 25% 50% 83% 92% 58% 83% 25%	Technology and Consulting Services Talent Management Security Regulated Industries Operations Management International Business Development Public Company Leadership Public Company Governance Finance, Accounting and Risk Management
Diverse	Our Board’s demographics (see also our Board diversity matrix on page 17)
	58% 50% 42% 25%	born outside the United States worked overseas racially/ethnically diverse female
Independent	92% directors are independent with five of such directors appointed since January 2020
Engaged	97% weighted average attendance of directors at 2023 Board and committee meetings
Tenure	Average: 5 years
	33% 33% 33%	0-2 years 3-6 years 7-10+ years
Age	Average: 63 years old
	25% 75%	50-60 years old > 60 years old
Except with respect to attendance at 2023 Board and committee meetings, information above is for our 2024 director nominees and excludes Nella Domenici, who resigned from the Board in order to pursue a nomination for U.S. Senate for the State of New Mexico in January 2024, at which time the size of the Board was decreased to 12.

Cognizant   2024 Proxy statement    8

 

 

Proposal 2:  Advisory vote to approve executive compensation (say-on-pay)

 

Approve, on an advisory (non-binding) basis, the compensation of the company’s named executive officers.

Board recommendation: Vote FOR the approval, on an advisory (non-binding) basis, of our executive compensation.

 

•	Our compensation program ensures that incentives are aligned with our corporate strategies and business objectives.
•	61% of our current CEO’s 2023 target direct compensation and 50% of our non-CEO NEOs’ 2023 target direct compensation was performance-based.

 

See “Compensation discussion and analysis (CD&A)” on page 45.

 

Performance- driven and aligned with strategic priorities and shareholder interests	Cash		2023 Target direct compensation
	•  Base salary provides a stable source of cash income at competitive levels •  Annual cash incentive (ACI) motivates and rewards achievement of short-term company financial objectives
	Equity
	•  Performance stock units (PSUs) incentivize shareholder return and reward achievement of long-term company financial objectives and performance of our common stock •  Restricted stock units (RSUs) reward continued service and long-term performance of our common stock

 

 

Ambitious but attainable targets

Our performance-based compensation utilizes performance goals that are designed to be ambitious but attainable. In 2023, ACI was paid at 30.3% of target (for corporate leaders; a portion of the business unit leaders’ results are derived from their business unit performance). Our 2021-2023 PSUs paid at approximately 91.4% of target.   In making its decisions regarding executive compensation for 2023, the Compensation Committee considered the significant level of shareholder support our executive compensation program received from shareholders in 2023 (92% support), 2022 (90% support) and prior years.

Cognizant   2024 Proxy statement    9

Cognizant   2024 Proxy statement    10

Corporate governance

Governance Highlights

Cognizant   2024 Proxy statement    11

Board composition and refreshment

Annual shareholder vote to elect directors

Majority voting standard

All directors are elected annually and subject to a majority voting standard. Our by-laws provide that the voting standard for the election of directors in uncontested elections is a majority of votes cast. Any director who does not receive a majority of the votes cast for his or her election must tender an irrevocable resignation that will become effective upon acceptance by the Board. The Governance and Sustainability Committee (the “Governance Committee”) will recommend to the Board whether to accept the director’s resignation within 90 days following the certification of the shareholder vote. The Board will promptly disclose whether it has accepted or rejected the director’s resignation, and the reasons for its decision, in a Current Report on Form 8-K. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

Assess Board composition and refreshment

Our Board periodically reviews its composition and seeks to recruit additional members who will enhance the skills and characteristics of the Board as a whole to support the company’s business and strategy and the long-term interests of our shareholders. By following this process and looking at a variety of attributes and criteria, the Board seeks to identify director candidates who can bring a broad range of perspectives and experiences, effectively contribute to the Board and complement our existing directors.

Among other things, the Board considers:

Director diversity, including as to gender, race, age, national origin and cultural background.

Relevant skills and experience for a Fortune 200 public company, a global professional services and technology company and the company’s strategy. See pages 15 to 16

Balance of tenures between knowledge of the company and fresh perspectives and insights.

Director independence and avoiding conflicts of interest.

Cognizant   2024 Proxy statement    12

Identify, evaluate and appoint director candidates

Search process and recommendations

Governance Committee search

The Governance Committee develops criteria for any search process, including any specific desired skills, experiences, characteristics or qualifications. The committee typically engages an independent director search firm and has committed to following the Rooney Rule in creating the pool of candidates from which we select new director nominees. This means that our Board has committed to include women and persons with ethnically or racially diverse backgrounds in each pool of candidates from which we select new director nominees. A subset of directors may be tasked by the committee with leading a search process.

Internal recommendations

Independent directors, management and others may recommend potential candidates to the Governance Committee.

Shareholder recommendations

Shareholders may recommend candidates to the Governance Committee by sending to the company’s Corporate Secretary:

Appointment of directors

The Board may appoint directors at any time during the year. Typically, such appointments follow a search process or recommendation as set out above and a recommendation from the Governance Committee to the Board. The process for shareholder-recommended candidates is substantially the same.

Governance Committee recommendation process

Board nomination and appointment process

Chair and committee appointments

Typically, at its first quarterly meeting following the annual meeting of shareholders, the Board reviews the committee assignments of directors and appoints (or reappoints) directors to committees as the Board continues to strive towards optimizing its balance of director skills and tenures as part of its ongoing refreshment program. It also reviews the committee and Board Chair appointments and makes appointments (or reappointments) to such positions. The Board also monitors director workload and Board and committee requirements throughout the year and will make committee and Chair changes as needed. See page 33 for additional information regarding recent committee changes and appointments.

Cognizant   2024 Proxy statement    13

Annual Board self-evaluation

The Board and each of its committees annually undertakes a self-evaluation process to help ensure continued effectiveness. This process is overseen by the Governance Committee, and may vary each year in order to balance the benefits of different approaches. For 2023, the Board self-evaluation process was conducted via an online survey of our directors to gather input on the effectiveness of the Board and committee compositions and structure, relevance and timeliness of Board and committee meeting topics and the communication and reporting processes between management and the Board. The survey results were then reported to the Board, which reviewed and discussed them, and provided related feedback to members of management.

Annual Board nomination of directors for annual meeting

Prior to the Board making its annual recommendation to shareholders for the election of directors, the Governance Committee reviews the composition of the Board based on the desired overall skills and characteristics of the Board as a whole to support the company’s business and strategy and the long-term interests of our shareholders. The Governance Committee also reviews directors’ time commitments to evaluate and confirm that all director nominees have demonstrated that they have committed and expect to commit appropriate time to serve effectively on the Board and its committees. See page 18 for additional information on director time commitments. The Governance Committee then makes a recommendation to the Board, which reviews such recommendation, analyzes the independence of the director nominees and makes its recommendation to shareholders. See pages 17 to 30 for the Board’s 2024 director nominees for the annual meeting.

Proxy access - shareholder nominations of directors for annual meeting

Shareholder-submitted director nominees who satisfy the requirements in the company’s by-laws are included in the company’s proxy statement. See “Director Nominees Via Proxy Access” on page 93.

Cognizant   2024 Proxy statement    14

Board qualifications

The following descriptions highlight the key skills and experiences our Board has identified as desirable in light of our company characteristics and strategic priorities (see page 4), as well as the director nominees with the most significant levels of experience in such areas. In many instances, other directors not appearing in a particular category may also have a significant level of experience in the area, as may be evident from their biographies, but were not included due to this presentation’s focus on only those directors with the most significant levels of experience in the respective areas.

	Technology and consulting services Qualification: extensive experience in senior leadership roles at companies in the technology and consulting fields   Relevance to our business and strategy: we are a global professional services organization focused on accelerating our growth in providing technology and consulting services to many of the world’s leading companies		Branderiz   Velli	Deskus   Wijnberg	Kumar	Mackay	Patsalos-Fox	Rohleder
	Talent management Qualification: a deep understanding of the dynamics of a people-based business obtained from experience as a senior leader in a large professional services organization   Relevance to our business and strategy: we view our people as our most important asset and seek to become an employer of choice  among global professional services organizations		Kumar	Patsalos-Fox	Rohleder	Wijnberg
	Security Qualification: expertise in information security   Relevance to our business and strategy: we are focused on our risk management strategy and our business is critically dependent on our ability to maintain the confidentiality of sensitive business and personal data of our clients and our clients’ customers, in addition to our own such data		Deskus	Mackay	Patsalos-Fox
	Regulated industries Qualification: particular knowledge of certain regulated industries such as financial services and healthcare   Relevance to our business and strategy: our company is highly dependent on customers concentrated in certain regulated industries where clients face unique challenges and where we benefit from industry expertise in Board oversight of the company’s strategy and regulatory compliance		Deskus	Dineen	Mackay	Rohleder	Velli	Wijnberg
	Operations management Qualification: experience serving as a CEO, chief operating officer or similar position with operational oversight of a large organization   Relevance to our business and strategy: we are in pursuit of continued growth and increased profitability, which is aided by valuable administrative and operational insights at the Board level		Abdalla   Mackay	Bali   Rohleder	Branderiz   Schot	Deskus   Velli	Dineen	Kumar

Cognizant   2024 Proxy statement    15

	International business development Qualification: experience overseeing corporate strategy and development or managing large non-U.S. organizations   Relevance to our business and strategy: as we continue to focus on growing our business, including through acquisitions and geographic expansion, we value insight into the challenges and risks, as well as the means of successfully overcoming such challenges and risks, with respect to acquiring and integrating other companies and undertaking continued international expansion of our business		Abdalla   Patsalos-Fox	Bali   Rohleder	Branderiz   Schot	Deskus   Velli	Dineen   Wijnberg	Kumar
	Public company leadership Qualification: service in a CEO, president or senior executive business role directing strategy and management at a large, publicly traded company or significant business unit of such a company   Relevance to our business and strategy: we are a large, global organization focused on simplifying our operations and accelerating our growth and value practical experience and understanding as well as experience addressing the challenges of large-scale operations and experience identifying and developing leadership qualities for the management team that takes on such challenges		Abdalla     Velli	Bali	Dineen	Kumar	Rohleder	Schot
	Public company governance Qualification: current or recent service on the boards of other U.S.-listed public companies   Relevance to our business and strategy: we are a U.S.-listed public company and it is important for us to maintain good corporate governance practices and have insight into U.S. public company board practices, including with respect to Board management, relations between the Board and senior management, Board refreshment, management succession planning, risk management and executive compensation		Abdalla   Mackay	Bali   Rohleder	Branderiz   Velli	Deskus   Wijnberg	Dineen	Kumar
	Finance, accounting and risk management Qualification: financial accounting and reporting, regulatory compliance and risk management experience derived from serving in roles such as CFO, Chief Accounting Officer, Controller, head of internal audit or chief risk officer of a large, global, publicly traded company or as an audit partner at a public accounting firm   Relevance to our business and strategy: we are a large, publicly traded company with a global footprint and complex financial, accounting and risk management needs, and we are focused on maintaining appropriate finance, accounting and risk management practices		Branderiz	Mackay	Wijnberg

Cognizant   2024 Proxy statement    16

 

Proposal 1:  Election of 12 directors

 

The Board unanimously recommends a vote FOR all the director nominees listed.

 

What are you voting on? 

 

At the annual meeting, 12 directors are to be elected to hold office until the 2025 annual meeting and until their successors have been duly elected and qualified. All nominees are current directors and all nominees were elected by shareholders at the 2023 annual meeting.

 

In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named herein will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

 

 

Director nominees 

 

Presented on the following pages are the 12 director nominees recommended by the Board for election at the 2024 annual meeting.

 

Director attendance 

 

There were 15 meetings of the Board in 2023. Each director in 2023 attended at least 75% of the aggregate of (i) all meetings of the Board held during the period in which he or she served as a director and (ii) the total number of meetings held by the committees on which he or she served during the period, if applicable. All committee meeting numbers and attendance percentages include attendance at any applicable sub-committee meetings. 

 

Weighted average attendance of directors at 2023 meetings 

 

	98%		94%		100%		96%		96%
		Board of Directors	A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee

Our corporate governance guidelines provide that directors are expected to attend the annual meeting of shareholders. For the 2023 annual meeting, which was virtual, Mr. Kumar acted as Chair and all of the other 12 then-current non-employee directors attended virtually.

 

Board diversity matrix (as of April 23, 2024)

As part of our commitment to diversity, we prioritize diversity on our Board of Directors. 

 

Total Number of Directors: 12
Part 1: Gender Identity*	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	9	—	—
Part 2: Demographic Background*	Female	Male	Non-Binary	Did Not Disclose Demographic Background
African American or Black	—	1	—	—
Alaskan Native or American Indian	—	—	—	—
Asian (including South Asian)	2	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	6	—	—
Two or More Races or Ethnicities	—	1*	—	—
Did Not Disclose Demographic Background	—	—	—	—
LGBTQ+	—	—	—	—
Military Veterans	—	1	—	—
*  Information was voluntarily provided by directors and reflects self-identified attributes. The director who self-identified as two or more races or ethnicities did not disclose the specific races or ethnicities

Cognizant   2024 Proxy statement    17

Key governance practices 

 

Shareholder rights and engagement			Board of Directors
	Annual director elections / no classified Board			Majority of independent directors (11 of 12 director nominees)
	Proxy access			Separate independent Board Chair and CEO positions since 2003
	Shareholder right to call a special meeting (10% threshold)			Annual Board and committee self-assessments
	Annual vote to ratify executive compensation			Majority voting in director elections
	Annual vote to ratify selection of independent  registered public accounting firm			A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign
	No poison pill			Regular executive sessions of independent directors
	Each share of company common stock is entitled to one vote on matters put to a shareholder vote			Directors limited to service on no more than three other public company boards (one other board if the director is a public company NEO)

Board member independence   Other than Mr. Kumar as our CEO, each of our director nominees has been determined by the Board to be an “independent director” under the rules of Nasdaq, which require that, in the opinion of the Board, such person not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Board determined that each of Maureen Breakiron-Evans and Nella Domenici was an “independent director” while they served on the Board through their retirement on June 6, 2023 and resignation on January 17, 2024, respectively.		Commitment to Board gender diversity   On January 17, 2024, Nella Domenici resigned from the Board in order to run for the U.S. Senate for the State of New Mexico. With her departure, the size of the Board was decreased to 12 directors and the Board’s ratio of women directors decreased from 31% to 25%. The Governance Committee is currently evaluating potential candidates for an additional Board position with a focus on women candidates.  We believe strongly that greater diversity of the Board improves the effectiveness of the Board for the benefit of the company and its shareholders. As such, the Governance Committee remains committed to Board diversity and is actively seeking highly qualified individuals from a variety of backgrounds. We consider gender diversity a high priority  and we are actively engaged in identifying candidates with the appropriate skills and experience. We expect that we will be able to complete the search and appoint a new director before the end of the year.
Director time commitments   Serving on the Board requires significant time and attention. Directors must spend the time needed and meet as often as necessary to properly discharge their responsibilities.  Each Board member is expected to ensure that his or her existing or future commitments do not interfere with such service. Our Corporate Governance Guidelines establish limits on our directors serving on public company boards: • A director who serves as a named executive officer of the company or any other public company is not permitted to serve on the board of more than one other public company in addition to the company’s Board • All other directors are not permitted to serve on the boards of more than three other public companies in addition to the company’s Board The Board may grant exceptions on a case-by-case basis, taking into consideration whether doing so will not impair the director’s ability to effectively serve on the Board. Directors are expected to advise the Chair of the Board prior to accepting an invitation to serve on another public or private board.  The Governance Committee annually reviews outside director time commitments, including compliance with the requirements set forth above, the nature of and time involved in service on other boards and any other existing or anticipated outside directorship and leadership commitments. Based on its review, the Governance Committee has confirmed that all director nominees are in compliance, having demonstrated that they have committed and expect to commit appropriate time to serve effectively on the Board and its committees.		Director tenure considerations   The Governance Committee annually reviews each director’s continuation on the Board and considers a variety of factors in conducting its annual review, including the mix of capabilities on the Board, the need to ensure appropriate refreshment and change on the Board, the diversity of the Board in terms of backgrounds, expertise, capabilities and leadership, the degree of engagement and effectiveness of Board members and confirmation of interest in continuing to serve as a director. The Board believes that the director nominees for 2024 have the right balance of skill sets, experiences and fresh perspectives to guide our management team in executing our long-term strategy for the benefit of our shareholders. Our nominees bring extensive and diverse business, financial, operating, regulatory and technology backgrounds from a variety of industries to our Board. We also have a good balance of tenures on our Board, with a mix of both newer directors and more long-standing directors who have in-depth and historical knowledge of our company. Since 2020, we have brought six new independent directors onto our Board.

Cognizant   2024 Proxy statement    18

	Zein Abdalla Former President of PepsiCo Director Since 2015 Age 65 Independent	Committees	Birthplace Sudan		Education Imperial College, London University – B.S.

 

Mr. Abdalla brings to Cognizant’s Board of Directors decades of experience having led and shaped large-scale operations across the world as President and a manager of key divisions of PepsiCo.

 

Period	Relevant experience	Key Qualifications
1995-2014	PepsiCo, Inc. (PEP), a multinational food, snack and beverage company President (2012 – 2014) CEO, PepsiCo Europe (2009 – 2012) President, PepsiCo Europe (2006 – 2009) Various senior executive positions (1995 – 2006) Public company leadership and experience leading and shaping large scale operations across the world from his global President role and decades of executive experience at a leading Fortune 50, Nasdaq-listed global company.
2012-2022	Past director positions The TJX Companies, Inc. (TJX), a retailer of apparel and home fashions
Since: 2017 2017 2016 2016	Select board and other positions Mastercard Foundation – board member and chair (since 2020) Kuwait Food Company K.S.C.P. – board member Imperial College Business School Advisory Board – member Mars, Incorporated – board advisor

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    19

	Vinita Bali Former CEO and Managing Director of Britannia Industries and Former VP, The Coca-Cola Company Director Since 2020 Age 68 Independent	Committees	Birthplace India	Education University of Delhi, India – B.A. Jamnalal Bajaj Institute of Management Studies in India – M.B.A.

 

Ms. Bali brings experience to the Cognizant Board of Directors gained through leading large multinationals in CEO and senior marketing and sales roles around the globe, having worked for over three decades with companies like Britannia Industries, The Coca-Cola Company and Cadbury Schweppes plc. 

 

Period	Relevant experience	Key qualifications
2005-2014	Britannia Industries, an international food products company based in India and listed on the National Stock Exchange and Bombay Stock Exchange in India Chief Executive Officer and Managing Director Public company CEO experience directing and shaping strategy for an international food products company.
2003-2005	The Zyman Group, a marketing and communications strategy firm Managing Principal and Head of Business Strategy Practice, USA
1994-2003	The Coca-Cola Company (KO), a multinational beverage company Officer, Vice President and Head, Corporate Strategy (2001 – 2003) President, Andean Division (1999 – 2000) Vice President, Marketing for Latin America (1997 – 1998) Worldwide Marketing Director (1994 – 1997) Executive-level business, operational and marketing leadership roles, based in the United States and Chile, for key divisions around the globe for a then Fortune 100, NYSE listed company.
1980-1994	Cadbury Schweppes plc, a multinational confectionery company Senior marketing roles across a number of geographies, including South Africa, Nigeria, India and the U.K. Senior business, operational and marketing leadership roles across a number of geographies for a leading multinational confectionery company.
Since: 2024   2021   2017	Current public company boards Bajaj Auto Ltd. (BAJAJ-AUTO), a multinational automotive manufacturing company listed on the National Stock Exchange (“NSE”) in India SATS Ltd. (S58), a leading provider of food solutions and gateway services and listed on the Singapore Stock Exchange Syngene International Ltd., a research and manufacturing company listed on the NSE and Bombay Stock Exchange (“BSE”) in India
2014-2024   2018-2021 2014-2020	Past director positions CRISIL Ltd., a global analytical company providing ratings, research and risk and policy advisory services listed on the NSE and BSE Bunge Ltd. (BG), an agribusiness and food company Smith & Nephew Plc (SNN), a global portfolio medical technology business

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    20

	Eric Branderiz Former Executive Vice President and Chief Financial Officer of Enphase Energy Director Since 2023 Age 59 Independent	Committees	Birthplace Argentina	Education University of Alberta – BCom	Certifications CPA in California

 

Mr. Branderiz brings to Cognizant’s Board of Directors experience in finance, accounting, M&A execution, risk management, ESG and corporate governance across various energy, semiconductor and technology sectors, including Enphase Energy and Tesla.

 

Period	Relevant experience	Key qualifications
2018-2022	Enphase Energy, Inc. (ENPH), a renewable energy and semiconductor technology company Executive Vice President and Chief Financial Officer Insight into the particular financial and operational challenges of a global business gained through his role as CFO of a public company.
2016-2018	Tesla, Inc. (TSLA), an automotive, software, semiconductor and renewable energy company Chief Accounting Officer and Corporate Controller
2010-2016	SunPower Corporation (SPWR), a solar energy system design and manufacturing company Various senior roles, including Senior Vice President, Corporate Controller and Chief Accounting Officer and Senior Vice President, Head of Global Residential and Light Commercial Operations and Finance
2009-2010	Knowledge Learning Corporation (now KinderCare Learning Centers, LLC), an operator of child care and early childhood education facilities Vice President, Corporate Controller, Corporate Treasurer, and Head of Subsidy Business Operations
2007-2009	Spansion, Inc. (Now Infineon Technologies, AG), a semiconductor manufacturer of flash memory, microcontrollers, mixed-signal and analog products, and system-on-chip solutions Senior Vice President, Corporate Controller, Head of Sales & Marketing Finance, Tax and Treasury
2002-2005	Advanced Micro Devices, Inc. (AMD), a multinational semiconductor company Americas Controller
1996-2002	Ernst & Young LLP, a multinational professional services partnership Auditor
Since 2023	Current public company boards Fortive Corporation (FTV), a provider of essential technologies for connected workflow solutions across a range of end-markets
Since 2023 Since 2022	Select other director positions UNIVERS, a leading net zero technology provider AESC, a leading battery technology company

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    21

	Archana Deskus Chief Technology Officer of PayPal Director Since 2020 Age 58 Independent	Committees	Birthplace India	Education Boston University – B.S. Rensselaer Polytechnic Institute – M.B.A.

 

Ms. Deskus brings CTO and CIO experience to Cognizant’s Board of Directors, setting and leading the technology strategy for large global corporations, including PayPal, Intel, Hewlett Packard, Baker Hughes, Ingersoll Rand, Timex and North America HVAC.

 

Period	Relevant experience	Key qualifications
2022 to present	PayPal Holdings, Inc. (PYPL), a digital payments company Executive Vice President, Chief Technology Officer (2023 – Present) Executive Vice President, Chief Information Officer (2022 – 2023) Extensive experience as a senior leader, setting and leading technology and information security strategy for a number of large, global technology companies across a diverse set of industries.
2020-2022	Intel Corporation (INTC), a technology company Senior Vice President, Chief Information Officer
2017-2020	Hewlett Packard Enterprise Company (HPE), an information technology company Senior Vice President, Chief Information Officer
2013-2017	Baker Hughes Incorporated, an oilfield services company acquired by General Electric in 2017 Vice President, Chief Information Officer
2011-2012	Ingersoll Rand Inc. (IR), an industrial manufacturing company Vice President, Chief Information Officer
2006-2011	Timex Group USA, Inc., a watch manufacturing company Vice President, Chief Information Officer
1987-2006	United Technologies Corporation, a provider of high technology products and services, and various affiliated entities Vice President, Chief Information Officer of Carrier Corporation, a heating, air conditioning and refrigeration solutions company (2003 – 2006) Various other positions (1987 – 2003)
Since 2019	Current public company boards East West Bancorp, Inc. (EWBC), the holding company for East West Bank, the largest independent bank in Southern California; also on the board of subsidiary East West Bank (since 2019)
2018-2020 2016-2017 2014-2017	Select past positions Data Science Institute of the University of Houston – advisory board member IBM Global Technology Services – customer advisory board member Junior Achievement of Southeast Texas – board member
Since 2022	Select other director positions DataStax, a real-time data for artificial intelligence company

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    22

	John M. Dineen Former President and CEO of GE Healthcare Director Since 2017 Age 61 Independent	Committees	Birthplace USA	Education University of Vermont – B.S.

 

Mr. Dineen brings to Cognizant’s Board of Directors experience from having managed several key business divisions of General Electric and in the healthcare industry from having served as President and CEO of GE Healthcare.

 

Period	Relevant experience	Key qualifications
2015-2022	Clayton, Dubilier & Rice LLC, an investment firm  Operating Advisor (Healthcare sector)
1986-2014	General Electric Company (GE), a global digital industrial company  President and Chief Executive Officer, GE Healthcare (2008 – 2014) Chief Executive Officer, GE Transportation (2005 – 2008) Broad-based leadership, operations management, regulated industry and international business experience gained during his 28 years in leadership roles managing several key business divisions of GE, a then Fortune 20 business. Most recently he was president and CEO of London-based GE Healthcare, a leading provider of medical imaging, diagnostics and other health information technology and then $18 billion annual revenue enterprise with 50,000 employees around the world. He also served in several international management roles in Asia and Europe.
Since 2023	Current public company boards Lam Research Corporation (LRCX), a supplier of wafer-fabrication equipment and related services to the semiconductor industry
2018-2023 2015-2019	Select past director positions Syneos Health, Inc. (SYNH), a biopharmaceutical solutions organization Merrimack Pharmaceuticals, Inc. (MACK), a pharmaceutical company specializing in the development of drugs for the treatment of cancer

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    23

	Ravi Kumar S CEO of Cognizant Director Since 2023 Age 52		Birthplace   India	Education Shivaji University – B.E. Xavier Institute of Management, India – M.B.A.

 

Ravi Kumar Singisetti (also referred to as Ravi Kumar S or Ravi Kumar) was appointed Chief Executive Officer of Cognizant in January 2023. In his role as CEO, Mr. Kumar sets the strategic direction of the company, promotes Cognizant’s client-first culture, and focuses on ensuring sustainable growth and driving long-term shareholder value.

 

He is a highly accomplished services industry executive with experience across digital transformation, traditional technology and engineering services, data and analytics, cloud and infrastructure, and consulting.

 

Period	Relevant experience	Key qualifications
2023 to present	Cognizant Chief Executive Officer Senior leadership, technology, consulting, talent management, operations management and international experience as CEO of Cognizant since January 2023
2002-2022	Infosys Limited (INFY), a global managing consulting, technology services and outsourcing company President (2016 – 2022) Various other positions (2002 – 2016) Highly accomplished services industry executive with experience across digital transformation, traditional technology and engineering services, data and analytics, cloud and infrastructure, and consulting gained through progressively more senior executive leadership roles at Infosys, where, as President, he led the global services organization across all industry segments.
2002	Sapient (Now Publicis Sapient), a digital consulting company Director
2001-2002	Oracle Corporation (ORCL), a multinational computer technology company Business manager
2000-2001	Cambridge Technology Partners, a multinational professional services company that specializes in business and IT consulting AVP
1996-2000	PricewaterhouseCoopers, an international professional services brand of firms Senior consultant
Since: 2022	Current public company boards TransUnion (TRU), a global information and insights company
2021-2023	Past director positions Digimarc Corporation (DMRC), company that provides digital watermarking solutions
Since: 2024 2021 2020	Select other positions US-India Strategic Partnership Forum - Board member U.S. Chamber of Commerce – Board member New York Academy of Sciences – Board of Governors

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    24

	Leo S. Mackay, Jr. SVP, Ethics and Enterprise Assurance of Lockheed Martin Director Since 2012 Age 62 Independent	Committees	Birthplace USA	Education United States Naval Academy – B.S. Harvard University – M.P.P. Harvard University – Ph.D.

 

Dr. Mackay brings expertise in auditing and compliance, security, government contracting, and federal government senior policymaking to Cognizant’s Board of Directors through his positions at Lockheed Martin and in the Bush administration.

 

Period	Relevant experience	Key qualifications
2007 to present	Lockheed Martin Corporation (LMT), a Fortune 100 global security and aerospace company Senior Vice President, Ethics and Enterprise Assurance (since 2018) Senior Vice President, Internal Audit, Ethics and Sustainability (2016 – 2018) Vice President, Ethics and Sustainability (2011 – 2016) Vice President, Corporate Business Development and various other positions (2007 – 2011) Extensive expertise in security, government contracting, auditing and compliance from his senior executive roles at one of the world’s largest and most well-known security and aerospace companies.
2005-2007	Integrated Coast Guard Systems LLC, a joint venture between Lockheed Martin and Northrop Grumman Corporation (NOC) President Operations management experience from his senior leadership roles.
2003-2005	ACS State Healthcare LLC (now part of Conduent), an IT/BPO services company in the healthcare space Chief Operations Officer Technology consulting and operations management experience specific to the healthcare industry from his role as COO.
2001-2003	United States Department of Veterans Affairs Deputy Secretary and Chief Operating Officer Operations management experience from having served as Deputy Secretary and COO of the U.S. Department of Veterans Affairs.
1997-2001	Bell Helicopter, a helicopter and tiltrotor craft manufacturer
Since 2020	Current public company boards Ameren Corporation (AEE), a public utility holding company
Since 2018	Select other positions Lockheed Martin Ventures, the venture capital arm of Lockheed Martin – investment committee member
2016-2023	Select past director positions USAA Federal Savings Bank, a federal savings bank

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    25

	Michael Patsalos-Fox Former Chairman, the Americas of McKinsey & Company and Former  CEO of Stroz Friedberg Director Since  2012 Age 71 Independent	Committees	Birthplace Cyprus	Education University of Sydney – B.S. International Institute for Management Development, Lausanne, Switzerland – M.B.A.

 

Mr. Patsalos-Fox brings decades of experience counseling clients in the technology and consulting space to Cognizant’s Board of Directors, gained from his 32-year tenure in senior roles with McKinsey & Company and his role as CEO for Vidyo, as well as expertise in the cybersecurity space from his experience as CEO of Stroz Friedberg.

 

Mr. Patsalos-Fox served as Chair of Cognizant’s Board of Directors from September 2018 until January 2023.

 

Period	Relevant experience	Key qualifications
2017-2019	Vidyo, a cloud-based video conferencing services company Chairman and Chief Executive Officer
2013-2017	Stroz Friedberg, a global investigation and cybersecurity firm Chief Executive Officer Expertise and insight in the cybersecurity space from his experience as CEO.
1981-2013	McKinsey & Company, a global management consulting company Senior Partner (1992 – 2013) Board of Directors (1998 – 2010) Chairman, the Americas (2003 – 2009) Member of the Operating Committee (2003 – 2012) Managing Partner of the New York (2001 – 2003) and New Jersey (1996 – 2001) offices, North American Corporate Finance and Strategy practice and European Telecoms practice Decades of experience counseling clients in the technology and consulting space gained from his 32-year tenure with McKinsey & Company, where he also served in various senior leadership roles. Among other things, he brings talent management experience from leading a global professional services business and extensive experience developing a technology consulting business from leading the firm’s new business growth opportunities around data, analytics and software.
Since 2020	Select other director positions MIO Partners, Inc., an investment subsidiary of McKinsey & Company, Chairman of the board

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    26

	Stephen “Steve” J. Rohleder Chair of the Board of Directors Former Group Chief Executive, North America and Chief Operating Officer of Accenture plc Director Since  2022 Age 66 Independent	Committees	Birthplace USA	Education University of Texas, Austin – B.B.A.

 

Mr. Rohleder brings decades of experience overseeing operations, developing strategy, counseling clients and developing teams in the technology space to Cognizant’s Board of Directors, gained from his 35-year tenure in senior roles with Accenture and his roles as a board member and later CEO of GTY Technology Holdings.

 

Period	Relevant experience	Key qualifications
2015 to present	SGR Equity Investments, a private equity and venture capital company Principal Owner Oversight and direction of personal and family investments in private equity and venture capital opportunities.
2019-2020	GTY Technology Holdings Inc. (GTYH), a software as a service company that offers a cloud-based suite of solutions for the public sector in North America Chairman, CEO and President Public company CEO experience directing and shaping strategy for a North America technology company following several years of service as a member of the Board of Directors.
1981-2015	Accenture plc (formerly Anderson Consulting) (ACN), a global managing consulting, technology services and outsourcing company Group Chief Executive, North America (2014 – 2015) Group Chief Executive, Health & Public Service (2009 – 2014) Global Chief Operating Officer (2004 – 2009) Various other roles (1981 – 2004) Extensive experience counseling clients in the technology and consulting space gained from his 35-year tenure with Accenture, a leading NYSE-listed global management consulting, technology services and outsourcing company. Gained senior leadership, technology, consulting, talent management, operations management, strategy, international business development and health and public service experience through progressively more senior leadership roles and experiences. While COO, he was responsible for leading Accenture’s strategic direction and overall operational performance and for all global operations in approximately 50 countries and 175 cities.
Since: 2016	Select other positions KungFu.AI, a professional services firm focusing on AI solutions for businesses – strategic advisor
2018-2020 2017-2020   2016-2020 2015-2019	Select past director and other positions University of Texas Health Advisory Committee – member Apogee, Inc., the largest provider of on-campus residential networks and video solutions in higher education – advisory board member GTY Technology Holdings Inc. (GTYH), a software as a service company – director Kony, Inc., a cloud-based enterprise mobility solutions company and mobile application development platform provider – advisory board member

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    27

	Abraham “Bram” Schot Former Chairman and CEO of Audi AG  Director Since 2023 Age 62 Independent	Committees	Birthplace Netherlands	Education University of Bradford, England – Masters in Business Administration

 

Mr. Schot brings international strategic, leadership and transformational expertise to Cognizant’s Board of Directors from more than three decades of experience in the automotive industry, including management positions at DaimlerChrysler, Mercedes-Benz, Volkswagen Group and Audi.

 

Period	Relevant experience	Key qualifications
2011-2020	Volkswagen AG, a global manufacturer of automotive and commercial vehicles Chairman & CEO of the Board of Management (Audi AG) (2018 – 2020) Leadership experience for a significant business unit of a public company leading and shaping large scale operations across the world for a leading automotive manufacturer. Responsible for the transition of the established business model to improve sustainability and continue the push for electrification.
	Member of the Board of Management (Volkswagen Group) (2018 – 2020)   Member of the Board of Management (Audi AG) (2017 – 2018)   Member of the Board of Management and Executive Vice President of Volkswagen Commercial Vehicles group (2011 – 2016) Responsible for global marketing, sales and services for new business model vehicles.
2006-2011	Daimler AG/Mercedes-Benz Italia, Italian arm of Mercedes-Benz Group, a global automotive company President and CEO Executive level business and operational role, focusing on innovation, cost-optimization, and organizational effectiveness within the broader international company.
1998-2006	DaimlerChrysler Nederland and Mercedes-Benz Nederland, Netherlands arm of the Mercedes-Benz Group President and CEO (2003 – 2006) Various leadership roles, including previous responsibility as Marketing Director and for heading the Corporate Strategy and Planning department (1998 – 2003)
Since: 2023 2022 2020	Current public company boards Compagnie Financière Richemont SA (Richemont), a luxury goods holding company Signify NV, a multinational lighting company Shell plc (SHEL), a global energy company
Since: 2022 2022 2022 2021   2021 2021 2020	Select other positions ADS-Tec Holding – senior advisor Laureus Foundation – senior advisor Next Mobility Labs GmbH – partner and senior advisor SDA Bocconi School of Management in Milan, Italy – Associate Professor of Practice in Corporate Strategy The Carlyle Group – senior advisor Global Cleantec Management B.V. – senior advisor TomTom, N.V. – senior advisor

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    28

	Joseph M. Velli Former Senior EVP of  The Bank of New York Director Since 2017 Age 66 Independent	Committees	Birthplace USA	Education William Paterson University – B.A. Fairleigh Dickinson University – M.B.A.

 

Mr. Velli brings experience to Cognizant’s Board of Directors in creating, building and leading global large-scale technology, processing and software platform businesses as a Senior EVP for The Bank of New York and as CEO of ConvergEx Group.

 

Period	Relevant experience	Key qualifications
2016 to present	Lovell Minnick Partners, LLC, a private equity firm Advisory Council Member
2006-2014	ConvergEx Group, LLC, a provider of software platforms and technology-enabled brokerage services Board Director (2014) Chairman and CEO (2006 – 2013) Significant experience in creating, building and leading large-scale technology, processing and software platform businesses for a broker-dealer in the financial services industry.
1984-2006	The Bank of New York (now BNY Mellon) (BK), a financial services institution Senior Executive Vice President and member of the Senior Policy Committee; various leadership roles, including CEO of BNY Securities, Head of Investor Services and Head of Consumer Banking (1998 – 2006) Executive Vice President (1992 – 1998) Other leadership positions, including Head of Issue Services (1984 – 1992) Senior executive leadership, technology, regulated industries and operations management experience from over two decades in senior business roles at a leading global financial institution. Among other things, he was involved in creating, building and leading large-scale technology, processing and software platform businesses and leading several key business lines, including global issuer services, global liquidity services, pension and 401(k) services, consumer and retail banking, correspondence clearing and securities services. His leadership positions also provided company turnaround and mergers and acquisitions experience.
Since: 2020   2014   2007	Current public company boards AssetMark Financial Holdings, Inc. (AMK), a provider of financial, investment and consulting services Computershare Limited, a global provider of corporate trust, stock transfer, employee share plan and mortgage servicing services listed on the Australian Securities Exchange Paychex, Inc. (PAYX), a provider of payroll, human resource and benefits outsourcing services
2010-2014	Select past director positions E*Trade Financial Corporation

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    29

	Sandra S. Wijnberg Former CFO of Marsh & McLennan Companies Director Since 2019 Age 67 Independent	Committees	Birthplace USA	Education University of California, Los Angeles – B.A. University of Southern California, Marshall School of Business – M.B.A.

 

Ms. Wijnberg brings to Cognizant’s Board of Directors expertise in managing a large global professional services business from her role as CFO of Marsh & McLennan Companies, as well as a private equity perspective from her position as Partner and CAO of Aquiline Holdings.

 

Period	Relevant experience	Key qualifications
2007-2019	Aquiline Holdings, LLC, a registered investment advisory firm Executive Advisor (2015 – 2019) Partner, Chief Administrative Officer (2007 – 2014) Private equity insights and expertise in the investment management sector and with registered investment company regulations from having served in executive and advisory capacities for an investment advisory firm.
2000-2006	Marsh & McLennan Companies, Inc. (MMC), a global professional services company Senior Vice President and Chief Financial Officer Extensive technology and consulting services, talent management, regulated industries, international business development and finance, accounting and risk management experience from her position as CFO of Marsh & McLennan, a then $11 billion annual revenue enterprise with 55,000 employees around the world providing risk and insurance services, risk consulting and technology and other consulting and investment management services.
1997-1999	Yum! Brands, Inc. (YUM), a global operator and franchisor of quick service restaurants Senior Vice President, Treasurer and ultimately interim Chief Financial Officer International business development and finance, accounting and risk management experience from her senior finance roles, including as interim CFO, at a large, global enterprise.
1994-1997	PepsiCo, Inc. (PEP) Chief Financial Officer, KFC Corporation (1996 – 1997) Vice President and Assistant Treasurer (1994 – 1996) International business development and finance, accounting and risk management experience from senior finance roles, including as CFO of a significant subsidiary, at a leading Fortune 50, Nasdaq-listed global company.
Since: 2021 2016 2016	Current public company boards Hippo Holdings, Inc. (HIPO), a homeowners’ insurance company T. Rowe Price Group, Inc. (TROW), a global asset management firm Automatic Data Processing, Inc. (ADP), a provider of human resources management software and services
2014-2016   2003-2016	Select past director and other positions Office of the Quartet, U.S. Department of State Deputy Head of Mission, Jerusalem recruited to advance the Quartet’s Palestinian economic development mandate Tyco International plc (now Johnson Controls International plc) – director

 

Committees
A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee		Committee Chair	+	Audit Committee financial expert

Key qualifications :

Technology and consulting services

Talent management

Security

Regulated industries

Operations management

International business development

Public company leadership

Public company governance

Finance, accounting and risk management

Cognizant   2024 Proxy statement    30

Cognizant   2024 Proxy statement    31

Cognizant   2024 Proxy statement    32

Cognizant   2024 Proxy statement    33

Board engagement activities 

Shareholder engagement 

Our Board values the input of our shareholders. It receives quarterly or more frequent updates on shareholder communications and is directly involved in responding to communications where appropriate. It also undertakes a formal governance-focused engagement process where select directors meet directly with a number of our large shareholders to solicit the input of shareholders on a proactive basis. We consider the valuable feedback and perspectives of our shareholders, which helps inform our decisions and our strategy, when appropriate. In late 2023 and early 2024, the topics in our formal engagement discussions with our large shareholders mostly focused on the company’s progress since Mr. Kumar was appointed as the new CEO in early 2023, large deal execution, generative AI, talent retention, succession planning, executive compensation, diversity and inclusion and other governance topics.

Winter 2023-2024 formal engagement 

	Attendance
	Steve Rohleder B Chair	Leo S. Mackay, Jr. C Chair	Sandra Wijnberg A Chair
	Mr. Rohleder (our Board Chair), Mr. Mackay (our Compensation Committee Chair) and Ms. Wijnberg (our Audit Committee Chair) participated in the engagement process and meetings with shareholders, supported by representatives from the company’s legal and investor relations functions.

Shareholder proposals at annual meeting 

The Board reviews and takes positions with respect to any shareholder proposals submitted for consideration at the annual meeting. The Board also evaluates the voting results from the annual meeting, including with respect to shareholder proposals.

2023 Proposal – fair elections 

For the 2023 annual meeting, we received a proposal requesting that the Board amend the by-laws to require shareholder approval for any advance notice by-law amendments that: (1) require the nomination of candidates more than 90 days before the company’s annual meeting, (2)  impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or (3) require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the company’s shares. In light of the voting results below, the Board did not take any action regarding this proposal.

20.4% FOR

79.6% AGAINST

2023 Proposal – shareholder ratification of termination pay 

For the 2023 annual meeting, we also received a proposal requesting that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. In light of the voting results below, and the fact the Board had already adopted a cash severance policy in March 2023 that caps the amount of any cash severance benefits to executive officers at 2.99 times annual salary and bonus (see page 67), the Board did not take any further action regarding this proposal.

8.7% FOR

91.3% AGAINST

2024 Proposal, if properly presented at the meeting

For the 2024 annual meeting, we received one shareholder proposal. See page 90 for the proposal and the Board’s statement of opposition explaining why it has recommended that shareholders vote against the proposal. 

RECOMMEND VOTE AGAINST

Employee engagement and global delivery operations review 

Travel to India

Typically, our Board travels to India, where more than 70% of our employees and the core of our global delivery operations are located, every other year. Over the course of a week, directors meet with employees in a variety of forums, tour a number of our global delivery centers and engage in a review of our operations in India. Following a delay due to COVID-19, the Board’s most recent visit to India was in February and March 2023.

Cognizant   2024 Proxy statement    34

1-on-1 meetings 

At our quarterly Board meetings, our directors typically engage in 1-on-1 meetings with members of management and high-performing employees. When possible, these meetings are held in-person rather than virtually.

Keeping up-to-date with trends and legal developments 

NACD membership 

The company maintains a subscription for Board members to the National Association of Corporate Directors (“NACD”), a recognized authority focused on advancing board leadership and establishing leading boardroom practices. Our Board members attend programs sponsored by the NACD as well as events and summits sponsored by various universities, accounting firms, law firms and other governance firms, and speak on various topics at these events.

Updates from advisors 

Our Board members periodically meet with advisors to discuss corporate governance and executive compensation developments, accounting standards changes and various legal and other topics from internal and external counsel, our independent registered public accounting firm and third-party advisors.

Sustainable outcomes 

We recognize that our business operates within a larger context, including communities and the physical world, necessitating a broad view of how our business affects people’s lives economically, environmentally and socially and how social and environmental considerations impact our business. We strive to embed Sustainability considerations into our thinking, decisions and actions.

Supporting our people 

Talent development 

As a professional services company, our continued success depends on our ability to attract, develop and retain top talent. The Board is actively involved in overseeing our talent management and development, including the company’s diversity and inclusion efforts, as an integral part of its oversight of our business and strategy. Our focus on talent management and development stretches from the Board level to our more than 345,000 associates through programs overseen by management and reported on to the Board and its committees that are designed to identify, train and grow future leaders.

Cognizant   2024 Proxy statement    35

Leadership and technical training

From campus hire training to providing capability assurance programs for professional practitioners, our learning ecosystem fuels growth for associates at all levels. We look to empower our associates with the expertise needed to excel beyond their current roles. For example, we offer our associates continuous sustainability learning to help ensure that they are equipped to successfully develop their careers as opportunities emerge in the transition to lower carbon emissions. Our approach to talent development has been recognized by leading learning and development organizations. 

Employee wellbeing

We are committed to fostering a culture of wellbeing, enabling care for our associates and their families through multiple stages of life. Cognizant’s inclusive wellbeing program, designed to increase access and awareness, includes: flexible work arrangements, financial wellbeing resources, mental health and resilience offerings including counseling, mindfulness and relationship support, health benefits supporting both preventative and critical care, and life-work balance services. Associate engagement in wellbeing is encouraged through manager training, wellbeing champions and executive sponsorship.

Diversity and inclusion (D&I) 

At Cognizant, we are working every day to create conditions for our employees to thrive. We are continually improving our efforts over the long term to provide a diverse and inclusive workforce, which strengthens our ability to innovate, understand, and better meet our clients’ needs and aspirations, while reflecting the diversity of our clients and communities. We have D&I training and other programs in every geography where our employees are located, fostering inclusivity throughout our organization and culture. 

We are focused on elevating the experience of work for women. In December 2023, we launched Shakti, a unified framework of women-centric programs and policies to accelerate careers and boost women leadership in technology. Through Shakti, the company plans to reframe current programs and policies and bring all women-centric initiatives under one umbrella for greater impact, including the women’s global leadership development program, Propel, which is designed to help shape and mobilize the careers of women in leadership roles across our organization. By the end of 2023, more than 1,600 women leaders from around the world had completed the Propel program. Shakti also includes RISE, a leadership development program for mid-level women associates in India, Returnship, a 12-week paid program focused on upskilling to return to work after a career break, and Be Gritty, a program that trains campus hires to develop a growth mindset.

Global affinity groups that are sponsored by Cognizant’s executive committee members and open to all associates welcome, nurture and provide safe spaces in which our employees can share their unique interests and aspirations.

Additional highlights of our D&I efforts include:

Cognizant   2024 Proxy statement    36

Running a business with sustainable value 

Board and management oversight 

Running a business in accordance with our stated ethics and company values starts with our Board and management setting a cultural “tone at the top”. Our Board takes an active role in the oversight of our social and sustainability initiatives, ethics and compliance and risk management and how all these elements interact to impact our business. Our management promotes and monitors implementation of such initiatives and provides regular progress reports to the Board.

Environmental impact and sustainable business 

Our Governance Committee is responsible for overseeing our Sustainability program. We have continued to pursue platforms to enhance our Sustainability program to, among other things, set a greenhouse gas emissions reduction goal and provide more relevant Sustainability disclosures to our shareholders. In 2023, we published our annual Sustainability report incorporating what we consider the most applicable elements of key third-party Sustainability reporting frameworks, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board standards (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) recommendations. We outlined the company’s approach to integrating Sustainability considerations into our business strategy while navigating an ever-changing world, including addressing our investment in and perspective on associate wellbeing and emissions reducing actions as well as physical climate risk. Learn more about our Sustainability platform at https://www.cognizant.com/us/en/about-cognizant/esg; information which appears on the website is not part of, and is not incorporated by reference into, this proxy statement.

In 2021, the company announced a net zero emissions reduction goal and laid out a roadmap that calls for reducing absolute emissions by 50 percent from the company’s global operations and supply chain by 2030, and by 90 percent by 2040 with plans to offset any remaining, unavoidable emissions, in both the 2030 and 2040 goals, by using credibly certified carbon offsets. We continue to make progress on our 2030 and 2040 GHG emissions targets.

We believe third-party validation is a hallmark for the legitimacy of a company’s focus on an emissions reduction goal. Cognizant is currently utilizing the Science Based Targets Initiative (SBTi) as the outside reviewer of our goal and our near-term and long-term targets have both been validated by SBTi. 

Ethics and compliance 

Our commitment to clients, associates, investors and communities is to act with integrity at all times. This guides everything we do — the way we serve our clients and the work we do to help them build better businesses. We believe it is critical to maintain the highest ethical standards.

Our code of ethics applies to all of our directors, officers and employees and is available on our website. See “Helpful resources” on page 103. We post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provision of our code of ethics. In order to foster a culture of ethics and compliance, we conduct annual trainings for associates on regulatory compliance topics such as global data privacy, anti-bribery and the prevention of discrimination and harassment. We also make a compliance hotline available to our employees. The hotline is serviced by a third-party provider that is available by phone or online 24 hours a day, 7 days a week to help ensure any compliance concerns can be reported and addressed in a timely and appropriate manner.

Cognizant   2024 Proxy statement    37

Investing in our communities through strategic philanthropy 

At Cognizant, we care deeply about unlocking human potential and living out our purpose to improve everyday life. We know that our success depends on delivering value to all our stakeholders. We contribute to the progress and prosperity of communities across the globe through our corporate foundations, philanthropic initiatives and associate volunteering efforts. We believe providing our associates with volunteer opportunities and encouraging volunteerism is an important part of our company’s culture as well as the value proposition of working at Cognizant, demonstrably helping to retain our talent. Building on our longstanding investments in corporate social responsibility, Cognizant supports initiatives to advance economic mobility, educational opportunity, diversity and inclusion, and health and well-being in communities around the world. Learn more about our work to support communities around the globe at https://www.cognizant.com/impact; information which appears on the website is not part of, and is not incorporated by reference into, this proxy statement.

Cognizant Outreach and employee engagement 

At the heart of Cognizant’s volunteering program (which we call Outreach) lies our commitment to creating a positive and lasting influence that supports both business and society. Our volunteering focuses on two core themes: increasing inclusion in technology and using technology for good to increase community impact.

Digital expertise is vital across a growing spectrum of jobs. While companies have spent heavily on digital skilling, a technology talent gap remains in many communities and geographies – impacting our talent pipeline. At the same time, many of the non-governmental organizations designed to address the issues of underserved communities lack access to digital services and technical skills. Skilling and upskilling are key to both addressing our business needs and increasing prosperity in underserved communities where Cognizant and our clients do business. We believe Cognizant has an opportunity to lead in this space – especially in partnership with clients, which is why we launched our Synapse Initiative in 2023.

Our diverse associate community is working together to help transform the companies that are leading the world and driving impact. When we’re not developing industry-leading digital solutions for clients, our associates are participating in Outreach, and mentorship and philanthropy efforts that also help to support historically disadvantaged groups through technological training and other resources. At the same time, we strive to help lift communities through access to education and skilled work while helping to address the widening talent gap of qualified professionals with digital skills. These programs also deliver business benefits: between 2019 and 2023, the average annual attrition rate of our full-time employees who engaged in Outreach activities was lower than the average annual attrition rate of non-Outreach engaged full-time employees; our outreach and philanthropy initiatives have also provided additional candidate pools for certain hiring initiatives. During 2023, approximately 50,500 Cognizant volunteers devoted 162,000 hours to volunteering, supporting a variety of efforts including technical skills development, education, health and wellness, and entrepreneurship.

Cognizant   2024 Proxy statement    38

Share ownership

Common stock and total stock-based holdings table

The following table sets forth the Cognizant stock-based holdings of our directors, named executive officers for fiscal 2023 (“NEOs”), and directors and executive officers as a group. Information is as of April 8, 2024, except for Mr. Humphries, Mr. Siegmund and Ms. Schmitt, for whom the information is based on the most recent information available to the company (including, for Mr. Humphries and Mr. Siegmund, shares that vested following the date each ceased to be designated as an executive officer of the company and, for Mr. Siegmund, shares sold after the date he ceased to be designated as an executive officer of the company for which the company received documentation of such sale). The table also sets forth the stock-based holdings of beneficial owners of more than 5% of our common stock as of December 31, 2023. Furthermore, the table includes shares of our current directors and executive officers as a group and, as such, this group does not include Mr. Humphries’, Mr. Siegmund’s and Ms. Schmitt’s shares as they were no longer executive officers of the company after January 12, 2023, December 3, 2023 and May 5, 2023, respectively. Unless otherwise indicated, the address for the individuals below is our address.

Each of our directors and NEOs owns less than 1% of the total outstanding shares of our common stock. The current directors and executive officers as a group do not own more than 1% of the total outstanding shares.