Cognizant Technology Solutions Corp DEF 14A, filed Apr 18, 2025

About this DEF 14A

Cognizant Technology Solutions Corp (CTSH)

DEF 14A 2025-04-18 For: 2025-06-03

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Added on June 12, 2026

Winter 2024-2025 formal engagement

Attendance

OUTREACH

48%

of shares outstanding

MEETINGS AND FEEDBACK

Steve Rohleder

Board Chair

Leo S. Mackay, Jr.

Compensation Committee Chair

Sandra Wijnberg

Audit Committee Chair

46%
of shares outstanding
(from 11 of our Top 30 holders) engaged

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.

Cognizant Technology Solutions Corp filed this DEF 14A on April 18, 2025.

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☐		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

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

3	To our shareholders

4	About Cognizant

5	2024 Company snapshot
5	Our financial results

6	Meeting notice and voting roadmap

11	Corporate governance
11	Governance highlights
12	Board composition and refreshment
12	Annual shareholder vote to elect directors
12	Assess Board composition and refreshment
13	Board refreshment
13	Identify, evaluate and appoint director candidates
14	Chair and committee appointments
14	Annual Board self-evaluation
14	Annual Board nomination of directors for annual meeting
14	Proxy access - shareholder nominations of directors for annual meeting
15	Board qualifications

18	PROPOSAL 1: Election of 13 directors

18	Director nominees
33	Committees of the Board
36	Board engagement activities
36	Shareholder engagement
36	Shareholder proposals at annual meetings
36	Employee engagement and global delivery operations review
37	Sustainable outcomes
37	Supporting our people
38	Running a business with sustainable value
39	Cognizant Outreach and employee engagement
39	Investing in our communities through strategic philanthropy
41	Share ownership
41	Common stock and total stock-based holdings table
42	Delinquent Section 16(a) reports
42	Related person transactions


Frequently requested information
12	Board refreshment process
33	Committees of the Board
18	Director attendance
20	Director biographies
18	Director independence
17	Director qualifications
44	Director stock ownership guidelines
37	Human capital management
33	Risk oversight
36	Shareholder engagement
63	CEO compensation assessment
83	CEO pay ratio
70	Clawback policies
50	Compensation consultant
53	Compensation mix
79	Death benefits
69	Executive stock ownership guidelines
50	Peer group
69	Perquisites
69	Prohibitions on hedging, short sales, margin accounts and pledging
80	Retirement, death and disability policy
71	Severance benefits
73	Summary compensation table
88	Auditor fees
87	Auditor review and engagement
14	Proxy access

43	Director compensation
43	Discussion and analysis
44	Director compensation vs. peer group
44	Deferral of restricted stock units
45	Director compensation table

46	Compensation (Say-on-pay)

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

47	Compensation discussion and analysis (CD&A)

48	Compensation program objectives
50	Compensation setting process
53	Primary compensation elements
55	Performance-based compensation – key performance metrics
56	Performance-based compensation – performance by award
61	Compensation by NEO
68	Other elements of compensation
69	Company policies impacting compensation
72	Compensation Committee report
73	Executive compensation tables
73	2024 Summary compensation table
75	2024 Grants of plan-based awards table
76	Outstanding equity awards at fiscal year-end 2024
78	2024 Stock vested table
78	2024 Pension benefits and non-qualified deferred compensation
79	Potential payments upon termination or change in control
79	Overview of potential payments
81	Calculation of potential payments
82	Equity compensation plan information
83	CEO pay ratio
84	Pay versus performance table

85	Relationship Between Compensation Actually Paid and Performance
86	Financial Performance Measures

87	Audit matters

87	PROPOSAL 3: Ratification of appointment of independent registered public accounting firm
87	Independent auditor
87	Review and engagement
87	Annual meeting attendance
88	Pre-approval policy and procedures
88	Auditor fees
89	Audit Committee report

90	Shareholder proposal

90	PROPOSAL 4: Support for special shareholder meeting improvement
90	Shareholder proposal for the 2025 annual meeting
91	The Board’s statement of opposition
93	Shareholder proposals and nominees for the 2026 annual meeting

95	Additional information

95	Proxy statement and proxy solicitation
96	Annual meeting Q&A
99	Cognizant’s Annual Report on Form 10-K
100	Forward-looking statements and non-GAAP financial measures
101	Reconciliation to GAAP financial measures

102	Helpful resources
102	Links
102	Contacts

•	Strong client relationships informing a deep understanding of enterprise needs;
•	An agile and entrepreneurial operating model that enables flexible co-creation; and
•	Deep industry, technology, design, and engineering expertise at the confluence of industry and technology to solve global organizations’ most pressing challenges.


(1)	Constant currency revenue growth and adjusted operating margin are not measurements of financial performance prepared in accordance with GAAP. See “Forward-looking statements and non-GAAP financial measures” on page 100 for more information.

Our purpose	Our vision
Why we exist	What we aspire to achieve

We engineer modern businesses to improve everyday life	To become the preeminent technology services provider to the Global 2000 C-Suite



Work as one	Raise the bar	Dare to innovate	Do the right thing	Own it
We think beyond roles, relying on each other’s strengths to win as a team	We always aim for excellence in how we work and what we deliver	We push boundaries and take chances to reimagine what’s possible	We all lead with integrity and always make the ethical choice	We own the outcome for our company, colleagues and community

Logistics

Date	Tuesday, June 3, 2025

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/CTSH2025

Voting

Who can vote	Shareholders as of our record date, April 7, 2025, 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

Proposal 1	Election of 13 directors named in the proxy statement	FOR ALL	See page 18
Proposal 2	Advisory vote to approve executive compensation (say-on-pay)	FOR	See page 46
Proposal 3	Ratification of appointment of independent registered public accounting firm	FOR	See page 87
Proposal 4	Shareholder proposal, if properly presented at the meeting	AGAINST	See page 90

	Leadership roles / Committees	Key qualifications
Zein Abdalla, 66 Former President of PepsiCo Independent director since 2015	• Chair, Governance and Sustainability Committee • Compensation and Human Capital Committee	• Operations management • Public company leadership • Public company governance
Vinita Bali, 69 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	• International business development • Public company leadership • Public company governance
Eric Branderiz, 60 Former EVP and CFO of Enphase Energy Independent director since 2023	• Audit Committee • Compensation and Human Capital Committee	• Operations management • Public company governance • Finance, accounting and risk management
Archana Deskus, 59 Former 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 • Innovation and security • Regulated industries
John M. Dineen, 62 Former President and CEO of GE Healthcare Independent director since 2017	• Chair, Finance and Strategy Committee • Audit Committee	• Regulated industries • Operations management • Public company leadership
Ravi Kumar S, 53 CEO of Cognizant Director since 2023		• Technology and consulting services • Talent management • Public company leadership
Leo S. Mackay, Jr., 63 SVP, Ethics and Enterprise Assurance of Lockheed Martin Independent director since 2012	• Chair, Compensation and Human Capital Committee • Audit Committee • Governance and Sustainability Committee	• Innovation and security • Regulated industries • Finance, accounting and risk management
Michael Patsalos-Fox, 72 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 • Innovation and security

	Leadership roles / Committees	Key qualifications
Stephen J. Rohleder, 67 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 • Operations management • Public company leadership
Bram Schot, 63 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
Karima Silvent, 51 Group Chief Human Resources Officer and Member of the Management Committee of AXA Independent director in 2024	• Compensation and Human Capital Committee	• Talent management • Regulated industries • International business development
Joseph M. Velli, 67 Former Senior EVP and member of the Policy Committee 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
Sandra S. Wijnberg, 68 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 • Regulated industries • Finance, accounting and risk management



Accelerate growth	Amplify talent	Scale innovation

Qualified		Diverse
Our Board’s full qualifications (see matrix on page 17) 62% Technology and Consulting Services 38% Talent Management 31% Innovation and Security 54% Regulated Industries 77% Operations Management 92% International Business Development 54% Public Company Leadership 77% Public Company Governance 23% Finance, Accounting and Risk Management		Our Board’s demographics 62% born outside the United States 54% worked overseas 46% racially/ethnically diverse 31% female
Engaged		Independent
98% average attendance of directors at 2024 Board and committee meetings		92% directors are independent
Tenure		Age
Average: 6 years 31% 0-2 years 31% 3-6 years 38% 7+ years		Average: 63 years old

Board leadership		Separate Board Chair and CEO positions; Mr. Rohleder has served as independent Chairman of the Board since January 2023
Board refreshment		Since 2020, the Board has elected seven new independent directors – Ms. Bali and Ms. Deskus in 2020, Mr. Rohleder in 2022, Mr. Branderiz, Nella Domenici (who subsequently resigned from the Board in January 2024 to pursue an outside opportunity) and Mr. Schot in 2023, and Ms. Silvent in 2024
Board self-evaluations		Annual Board and committee self-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 confirm that their existing and future commitments do not interfere with their service on Cognizant’s Board. The Governance and Sustainability Committee (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, and 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
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 certain limitations as set out in our by-laws
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 including strategy, management engagement with the Board, talent, company culture and workplace environment, executive compensation, corporate responsibility and corporate governance topics; in late 2024 and early 2025, Mr. Rohleder, as Board Chair, Mr. Mackay, as Chair of the Compensation and Human Capital Committee (the “Compensation Committee”), and Ms. Wijnberg, as 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
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

•	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 (or one if the director is a public company named executive officer).

•	Our compensation program provides that incentives are aligned with our corporate strategies and business objectives.
•	61% of our CEO’s 2024 target direct compensation and 50% of our other NEOs’ 2024 target direct compensation was performance-based.

•	The Audit Committee is directly involved in the annual review and engagement of PwC to confirm continued audit independence.
•	The Audit Committee believes that the continued retention of PwC is in the best interests of the Company and its shareholders.

•	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 confirm 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, experiences, characteristics and qualifications
•	Recommend nominees to the Board

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

				Total percentage of directors with qualification
		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		62%
		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 or as a senior human resources professional 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		38%
		Innovation and Security Qualification: experience in technological innovation, information security or cybersecurity Relevance to our business and strategy: our business is critically dependent upon meeting clients’ expectation that we understand and can help them deploy cutting edge technology in a safe and secure manner, including our ability to maintain the confidentiality of sensitive business and personal data of our clients and our clients’ customers		31%
		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		54%
		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		77%

				Total percentage of directors with qualification
		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		92%
		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 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		54%
		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		77%
		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		23%

	Annual director elections / no classified Board
	Each share of Company common stock is entitled to one vote on matters put to a shareholder vote
	Shareholder right to call a special meeting (10% threshold)
	Annual vote to ratify executive compensation
	Annual vote to ratify selection of independent registered public accounting firm
	No poison pill
	Proxy access

	Majority of independent directors (12 of 13 director nominees)
	Separate independent Board Chair and CEO positions
	Annual Board and committee self-evaluations
	Majority voting in director elections
	A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign
	Regular executive sessions of independent directors
	Directors limited to service on no more than three other public company boards (or one other board if the director is a public company NEO)

•	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

Period	Relevant experience	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.
From: 2012-2022	Past public company director positions The TJX Companies, Inc. (TJX), a retailer of apparel and home fashions
Since: 2017 2017 2016 2016	Select 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

Board		Management
Executive officers
• Compensation Committee oversees the evaluation process for executive officers • Board oversees CEO and senior executive succession planning		• CEO and Chief People Officer (“CPO”), as appropriate, participate in and assist the Compensation Committee and the Board in executive officer evaluations
Senior leadership
• Board oversees management’s strategies for and progress in building a robust and diverse leadership pipeline, including hiring, development and movement of senior talent • 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 leadership at the VP level and higher 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) • Board oversees the Company’s management development • Board has also had a recent focus on the employee attrition prevalent in our industry, its impact on the Company and mitigation efforts		• 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 and driving high performance teams • Annual global talent review of our leadership pipeline, plus a wide range of leadership development opportunities, with targeted investments for our director level and above leaders

•	Availing ourselves of broad talent pools
•	Creating a collaborative and innovative environment where all employees are comfortable sharing their point of view
•	Giving all associates opportunity and access to career and learning programs to support their success
•	Providing comprehensive training for people managers to create thriving, high-performing teams
•	Offering employee-run affinity groups based on their interests

•	Sight4All - Enabling lives through timely eye care
•	Care4All - Advancing care for mother and child
•	Support4All - Improving care for the underserved

•	STEAM4All - Enabling 21st–century learning
•	Excellence4All - Nurturing aspirations through higher learning
•	Tech4All - Inclusive growth, powered by technology

	Common Stock					Deferred RSUs and DSUs
Directors		Direct Holdings	Awards Vesting	Indirect Holdings	Unvested Awards	Deferred RSUs and DSUs	Total
Zein Abdalla		19,143	3,404	—	—	—	22,547
Vinita Bali		14,155	3,404	—	—	—	17,559
Eric Branderiz		—	—	45	—	8,002	8,047
Archana Deskus		14,184	3,404	—	—	—	17,588
John M. Dineen		1,827	—	—	—	26,913	28,740
Leo S. Mackay, Jr.		29,376	—	—	—	8,018	37,394
Michael Patsalos-Fox		58,277	3,404	6,775	—	5,711	74,167
Steve Rohleder		—	—	—	—	25,031	25,031
Bram Schot		8,347	3,404	—	—	—	11,751
Karima Silvent		—	—	—	2,849	—	2,849
Joseph M. Velli		23,383	3,404	—	—	—	26,787
Sandra S. Wijnberg		—	—	—	—	24,420	24,420
Total		168,692	20,424	6,820	2,849	98,095	296,880

	Common Stock				Deferred RSUs and DSUs
Named Executive Officers	Direct Holdings	Awards Vesting	Indirect Holdings	Unvested Awards	Deferred RSUs and DSUs	Total
Ravi Kumar S	63,249	11,085	—	487,163	—	561,497
Jatin Dalal	28,101	4,130	—	123,374	—	155,605
John Kim	38,638	4,365	—	99,811	—	142,814
Surya Gummadi	42,326	5,269	—	99,759	—	147,354
Ganesh Ayyar	90,224	1,970	—	54,283	—	146,477
Total	262,538	26,819	—	864,390	—	1,153,747

5% Beneficial Owners	Common Stock	% Outstanding	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
The Vanguard Group	58,512,090	11.9%	—	607,492	56,307,648	2,204,442
BlackRock, Inc.	55,692,900	11.3%	51,309,433	—	55,692,900	—
State Street Corporation	24,989,996	5.1%	—	15,614,515	—	24,985,816