Cognizant Technology Solutions Corp PRE 14A, filed Apr 12, 2024

Cognizant Technology Solutions Corp (CTSH)

PRE 14A 2024-04-12 For: 2024-06-04

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Added on October 18, 2026

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About Cognizant	4
2023 Company snapshot	5
Our financial results	5
Meeting notice and voting roadmap	6
Corporate governance	11
Governance Highlights	11
Board composition and refreshment	12
Annual shareholder vote to elect directors	12
Assess Board composition and refreshment	12
Identify, evaluate and appoint director candidates	13
Chair and committee appointments	13
Annual Board self-evaluation	14
Annual Board nomination of directors for annual meeting	14
Proxy access	14
Board qualifications	15
Proposal 1: Election of 12 directors	17
Director nominees	17
Committees of the Board	31
Board engagement activities	34
Shareholder engagement	34
Shareholder proposals at annual meeting	34
Employee engagement and global delivery operations review	34
Keeping up-to-date with trends and legal developments	35
Sustainable outcomes	35
Supporting our people	35
Running a business with sustainable value	37
Investing in our communities through strategic philanthropy	38
Cognizant Outreach and employee engagement	38
Share ownership	39
Common stock and total stock-based holdings table	39
Delinquent Section 16(a) reports	40
Related person transactions	40
Director compensation	41
Discussion and analysis	41
Director compensation vs. peer group	41
Deferral of restricted stock units	42
Director compensation table	43
Compensation (Say-on-pay)	44
Proposal 2: Advisory vote to approve executive compensation (say-on-pay)	44
Compensation discussion and analysis (CD&A)	45
Compensation program objectives	46
Compensation setting process	47
Primary compensation elements	49
Performance-based compensation – key performance metrics	51
Performance-based compensation – performance by award	52
Compensation by NEO	55
Other elements of compensation	65
Company policies impacting compensation	66
Compensation Committee report	69
Executive compensation tables	70
2023 Summary compensation table	70
2023 Grants of plan-based awards table	73
Outstanding equity awards at fiscal year-end 2023	75
2023 Option exercises and stock vested table	77
2023 Pension benefits and non-qualified deferred compensation	77
Potential payments upon termination or change in control	78
Overview of potential payments	78
Calculation of potential payments	80
Equity compensation plan information	81
CEO pay ratio	82
Pay versus performance table	83
Relationship Between Compensation Actually Paid and Performance	85
Financial Performance Measures	85
Adoption of the company’s Amended and Restated Certificate of Incorporation	86
Proposal 3: Adoption of the company’s Amended and Restated Certificate of Incorporation	86
Audit matters	88
Proposal 4: Ratification of appointment of independent registered public accounting firm	88
Independent auditor	88
Review and engagement	88
Annual meeting attendance	88
Pre-approval policy and procedures	88
Auditor fees	89
Audit Committee report	89
Shareholder proposal	90
Proposal 5: Fair treatment of shareholder nominees	90
The Board’s statement of opposition	91
Shareholder proposals and nominees for the 2025 annual meeting	93
Additional information	94
Proxy statement and proxy solicitation	94
Annual meeting Q&A	95
Cognizant’s Annual Report on Form 10-K	97
Forward-looking statements and non-GAAP financial measures	98
Reconciliation to GAAP financial measures	99
Appendix A	100
Amended and Restated Certificate of Incorporation of Cognizant Technology Solutions Corporation	100
Helpful resources	103
Links	103
Contacts	103


Frequently requested information

Board refreshment process	12
Committees of the Board	31
Director attendance	17
Director biographies	19
Director diversity	17
Director independence	18
Director qualifications	15
Director stock ownership guidelines	41
Diversity and inclusion	36
Human capital management	35
Risk oversight	31
Shareholder engagement	34

CEO compensation assessment	57
CEO pay ratio	82
Clawback policies	66
Compensation consultant	47
Compensation mix	49
Death benefits	78
Executive stock ownership guidelines	66
Peer group	47
Perquisites	66
Prohibitions on hedging, short sales, margin accounts and pledging	66
Retirement, death and disability policy	79
Severance benefits	67
Summary compensation table	70

Auditor fees	89
Auditor review and engagement	88
Proxy access	14

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

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



	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

	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

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.

•	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.

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

•	Limit the liability of certain officers of the company as permitted by Delaware law;
•	Remove or revise obsolete provisions relating to the classification of our Board that are inapplicable because the declassification of our Board was completed in 2016, and include other technical and administrative updates; and
•	Restate the Certificate of Incorporation to reflect the foregoing amendments.

•	The Audit Committee is directly involved in the annual review and engagement of PwC to ensure continuing audit independence.
•	The continued retention of PwC is in the best interests of the company and its shareholders.

Board composition and accountability
Board leadership		• Separate Board Chair and CEO positions since 2003; Mr. Rohleder has served as independent Chairman of the Board since January 2023
Board refreshment		• Since 2020, the Board has elected six new independent directors – Ms. Bali and Ms. Deskus in 2020, Mr. Rohleder in 2022 and Mr. Branderiz, Ms. Domenici and Mr. Schot in 2023. Ms. Domenici subsequently resigned from the Board in January 2024 to run for the U.S. Senate for the State of New Mexico, at which time the size of the Board was decreased to 12.
Board diversity		• Of our 12 director nominees, 3 are female, 5 are racially or ethnically diverse and 7 were born outside the United States
Board evaluations		• Annual Board and committee evaluations to increase Board effectiveness and inform future Board refreshment efforts
Director independence		• The Board has determined that all director nominees, other than the CEO, are independent
Annual elections		• All of our directors are elected annually
Director overboarding policy and director time commitments		• A director who serves as the 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 our Board • All other directors are generally not permitted to serve on the boards of more than three other public companies in addition to our Board • Board members are expected to ensure that their existing and future commitments do not interfere with their service on Cognizant’s Board. The Governance Committee annually reviews outside director 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
Change in job responsibilities		• A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign
Board committees		• Each of our four committees consists solely of independent directors; each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board
Committee refreshment		• The Governance Committee and the Board periodically, and at least annually, evaluate, among other things, the committee assignments of directors and adjust committee membership as needed in order to effectively allocate the mix of skills and experiences on each committee
Risk oversight		• The Board works through its committees and senior management to exercise oversight of the enterprise risk management process

Shareholder rights
Proxy access		• One or more shareholders holding at least 3% of our common stock for at least 3 years may submit director nominees for inclusion in the company’s proxy statement for up to 25% of the Board or 2 directors, whichever is greater
Right to call special meeting		• Shareholders holding a “net long position” of at least 10% of our outstanding shares of common stock for one year have the right to call a special meeting of shareholders, subject to applicable limitations and procedural limitations
Majority voting standard		• Each of our directors is elected by a majority of the votes cast in uncontested elections
Single voting class		• The only class of stock entitled to be voted at the annual meeting is our common stock
Shareholder engagement		• We prioritize regular engagement with our shareholders regarding matters of governance, strategy, management engagement with the Board, talent, the progress of and addressing business goals through ESG and other governance topics; in late 2023 and early 2024, Mr. Rohleder, as Board Chair, Mr. Mackay, as Chair of the Compensation and Human Capital Committee, and Ms. Wijnberg, as the Chair of the Audit Committee, participated in these meetings
No poison pill		• We do not have a poison pill or similar shareholder rights plan
Cash severance policy		• Our Senior Executive Cash Severance Policy provides that the company will not enter into any new employment agreement or severance or separation arrangement or agreement with any company senior executive, or establish any new severance plan or policy covering any company senior executive, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the senior executive’s base salary plus target bonus for the year of termination, without seeking shareholder approval or ratification

•	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 (known as the “Rooney Rule”); for example, our Board membership has increased from one woman in 2019 to four women in 2023 and, following Ms. Domenici’s resignation, three women nominees for election at this meeting. See page 17.
•	With the recent departure of Nella Domenici from our Board in order to run for the U.S. Senate for the State of New Mexico and corresponding decrease in the size of our Board, the Board is currently reviewing possible candidates for an additional director and remains committed to maintaining Board gender diversity. See page 18.
•	The Board evaluates the effectiveness of its director diversity efforts through its annual self-evaluation process and on an ongoing basis through its director candidate search processes.
Attention and focus by each director in light of other obligations. Our corporate governance guidelines provide that directors are:
•	Required to offer to resign from the Board following a material change in job responsibilities (other than retirement).
•	Limited to service on no more than three other public company boards in addition to the company’s Board (one if the director is a public company named executive officer).

•	Our Board considers other positions a director or a director candidate has held or holds (including other board memberships) and any potential conflicts of interest to ensure the continued independence of the Board and its committees.
•	There are no family relationships among any of our directors, executive officers and key employees.
•	Our Board determines independence in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).

•	The name(s) of the proposed director candidates
•	Appropriate biographical information and background materials
•	A statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 3% of the company’s common stock for at least three years

•	Discuss, assess and interview candidates
•	Evaluate candidates based on desired skills and characteristics
•	Recommend nominees to the Board

•	Interview, discuss and assess candidates recommended by the Governance Committee
•	Analyze independence
•	Appoint directors to the Board

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
	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

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

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

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

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)

Cognizant Technology Solutions Corp PRE 14A, filed Apr 12, 2024

Proxy statement guide

To our shareholders

About Cognizant

2023 Company snapshot

Our financial results

Meeting notice and voting roadmap

Proposal 1: Election of 12 directors

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

Proposal 3: Adoption of the company’s Amended and Restated Certificate of Incorporation

Proposal 4: Ratification of appointment of independent registered public accounting firm

Proposal 5: Shareholder proposal

Corporate governance

Governance Highlights

Board composition and refreshment

Annual shareholder vote to elect directors

Majority voting standard

Assess Board composition and refreshment

Identify, evaluate and appoint director candidates

Search process and recommendations

Chair and committee appointments

Annual Board self-evaluation

Annual Board nomination of directors for annual meeting

Proxy access - shareholder nominations of directors for annual meeting

Board qualifications

Proposal 1: Election of 12 directors

Director nominees

Director attendance

Weighted average attendance of directors at 2023 meetings

Board diversity matrix (as of April , 2024)

Key governance practices

Committees of the Board

Board engagement activities

Shareholder engagement

Shareholder proposals at annual meeting

2023 Proposal – fair elections

2023 Proposal – shareholder ratification of termination pay

2024 Proposal, if properly presented at the meeting

Employee engagement and global delivery operations review

Travel to India

1-on-1 meetings

Keeping up-to-date with trends and legal developments

NACD membership

Updates from advisors

Sustainable outcomes

Supporting our people

Talent development

Running a business with sustainable value

Board and management oversight

Environmental impact and sustainable business

Ethics and compliance

Investing in our communities through strategic philanthropy

Cognizant Outreach and employee engagement

Share ownership

Common stock and total stock-based holdings table

5% Beneficial Owners

Delinquent Section 16(a) reports

Related person transactions

Director compensation

Discussion and analysis

Director compensation vs. peer group

Deferral of restricted stock units

Director compensation table

Compensation (Say-on-pay)

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

Compensation discussion and analysis (CD&A)

2023 NEOs

Key compensation program features

Compensation program objectives

Compensation setting process

Compensation consultant

Peer group review

Compensation design and target compensation levels for next year

Annual compensation evaluation and finalization of compensation

Determination of achievement of prior year performance for performance-based awards

Say-on-pay vote at annual meeting and shareholder engagement

Primary compensation elements

Base salary

Annual cash incentive (ACI)

Restricted stock units (RSUs)

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

•	Strategic priorities
•	Leadership transitions
•	Artificial intelligence and re-skilling employees
•	IT and security modernization
•	Evolving employee expectations


Finance and Strategy Committee (“Finance Committee”)
Meetings in 2023: 7 Weighted average 2023 attendance of directors: 96%				Key responsibilities and areas of risk oversight • Assisting the Board with respect to corporate plans, strategies and objectives, including innovation strategies related to emerging technologies (including genAI), market and industry trends and allocation of funds for major expenditures • Capital structure and allocation • Dividend policies and stock repurchase programs • Enterprise resource planning and management • Growth and scalability of corporate processes and systems • Assisting the Board with respect to mergers and acquisitions strategy and execution • Capacity and effectiveness of service delivery operations, including the impact of emerging technologies such as genAI • Investor relations • Treasury matters, including hedging strategies	Recent activities and key focus areas • Overseeing the capital structure and allocation program, with approximately $1.6 billion in share repurchases and dividends in 2023 (see page 5) • Overseeing the deployment or potential deployment of capital for acquisitions aligned with our strategic priorities (see page 4) • Real estate strategy, including overseeing management’s plan for reducing annual real estate operating costs by rationalizing the company’s global real estate footprint • Overseeing the company’s responsible AI practices that are key to driving benefits and mitigating risks
6 members
Dineen	Deskus	Patsalos-Fox	Rohleder
Schot	Wijnberg


Governance and Sustainability Committee
Meetings in 2023: 5 Weighted average 2023 attendance of directors: 96%				Key responsibilities and areas of risk oversight • Nominations to the Board and Board committees, including evaluation of any shareholder nominees • Director independence recommendations to the Board • Annual Board self-evaluation process • Macro environment and geo-political risks, including immigration law changes and physical climate risk • Legal and regulatory risks, including intellectual property • Reviewing corporate governance structure and practices, including the company’s corporate governance guidelines • Public affairs and public policy initiatives • ESG (“Sustainability”) strategy, initiatives and policies including in the areas of climate change, environmental protection and sustainability, employee health and safety and corporate social responsibility programs • Director time commitments	Recent activities and key focus areas • Overseeing the Board’s 2023 self-evaluation process (see page 14) • Reviewing the company’s exposure to potential changes in immigration laws and regulations • Reviewing and approving the 2023 political spend disclosures and 2024 U.S. political contributions budget (only committee members who are U.S. citizens) • Overseeing the company’s enhancement of its Sustainability program and material Sustainability-related public disclosures • Overseeing the company’s roadmap and efforts towards reducing greenhouse gas emissions (see page 37) and mitigating physical climate risk
5 members
Abdalla	Bali	Mackay, Jr.	Rohleder
Schot


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.

Board		Management
Executive officers
• Compensation Committee oversees the evaluation process. • Board oversees CEO and senior executive succession planning.		• CEO and Chief People Officer, as appropriate, participate in and assist the Compensation Committee and the Board in executive officer evaluations.
Senior leadership
• The Board oversees management’s strategies for and progress in building a robust and diverse leadership pipeline, including hiring, development and movement of senior talent. • The Board periodically reviews the pipeline of potential internal successors to the members of the Executive Committee.		• Executive Committee (consisting of our CEO and his direct reports) meets monthly, reviews VP+ leadership and oversees global leadership development strategies and approach for managing senior talent. • Fast-track development for high-performing and high-potential leadership talent through personalized assessments, executive coaching and executive education programs.
Leadership pipeline and professionals
• Compensation Committee oversees the company’s general talent engagement (including retention, development and training) and diversity and inclusion programs and policies. • Board oversees the company’s management development. • Board has also had a recent focus on the employee attrition prevalent in industry, its impact on the company, and efforts to mitigate it.		• Executive Committee includes talent management and development as an agenda item at periodic meetings, including deep dives on senior leadership talent, voluntary and involuntary attrition, areas of talent for investment, performance management and meritocracy, diversity and inclusion and driving high performing teams. • Annual global talent review of our leadership pipeline, plus a diverse set of leadership development opportunities, with targeted investments for our director level and above leaders.

•	Black, Latinx and Indigenous Group supports programming and initiatives that promote career development, mentoring, recruitment, retention and community building.
•	Embrace (LGBTQ+) provides a positive, supportive environment for lesbian, gay, bisexual, transgender, queer and other (“LGBTQ+”) colleagues to be their authentic selves at work and creates a strong community among LGBTQ+ associates and allies, including connecting with our clients’ LGBTQ+ networks to strengthen our client relationships.
•	Pan-Asian Group fosters a safe environment for open dialogue, provides resources to the community for career growth and leadership development and celebrates Pan-Asian heritage.
•	Race Equality Network empowers, assists, represents and improves the experience of Cognizant’s minority associates in Europe, the Middle East, Africa and Latin America.
•	Unite (Persons with Disabilities & Caregivers) brings together persons with disabilities and elevates the dialogue amongst the disabled and caregivers.
•	Veterans Network is committed to hiring and helping to prepare transitioning service members, veterans and military spouses for new jobs by, among other things, participating in national and local partnerships, job fairs, career conferences and sponsorships, and providing an internal network for military employees and veterans.
•	Women Empowered is committed to developing more women leaders at all levels of the company, providing career growth and leadership development opportunities, and building a community of women across all industries in business and technology.
•	Working Parent Group provides a place to share experiences, resources, and voice support for all types of families.

•	A Global D&I organization embedded within our HR function to drive accountability through our people processes and systems.
•	Global D&I training and programs, including allyship, psychological safety, and inclusive mindset training for leaders.
•	Thoughtful hiring policies, practices and initiatives:

	•	a diverse candidate pipeline initiative aimed at building a more diverse interview slate at the Vice President level and above.
	•	our Returnship Program, a 3-month paid, immersive training and on-boarding experience for experienced professionals who have taken an extended career break.