CONDUENT Inc CNDT

43% shingled-prose overlap between the two filings.

2025: 53,330 chars · 2026: 57,933 chars

• Committee Report:48% overlap (557 → 558 chars)
• Pay Ratio (Item 402(u)):59% overlap (24,953 → 22,401 chars)

• changedIn this Compensation Discussion and Analysis (“CD&A”), we discuss the compensation philosophy, programs and practices adopted by the Compensation Committee of the Board of Directors of Conduent (the “Compensation Committee”) for our named executive officers and review the various objectives and elements of our executive compensation program, its alignment with performance and the 2025 2024compensation decisions regarding our named executive officers.
• changedFor purposes of this CD&A and the disclosure that follows, the following are our named executive officers for 2025: 2024:
• changed•Clifford Skelton, Former President and Chief Executive Officer, Officer;
• new•Giles Goodburn, Executive Vice President and Chief Financial Officer,
• changed•Michael Krawitz, Executive Vice President, General Counsel and Secretary, Secretary;
• new•Adam Appleby, Executive Vice President, Public Sector,
• changed•Mark Prout, Former Executive Vice President, Chief Information Officer;and Technology Officer,
• changed•Stephen Wood, Former Executive Vice President and Chief Financial Officer, and Officer;
• changed•Michael McDaniel, Former Executive Vice President, Commercial Solutions.
• new2026 Chief Executive Officer Transition
• newOn January 16, 2026, Clifford Skelton departed Conduent as President and Chief Executive Officer.
• newMr. Skelton is eligible for such separation benefits consistent with a termination without cause under the Company’s U.S. Executive Severance Policy, the Company’s 2021 Performance Incentive Plan, the Company’s Annual Performance Incentive Plan and Mr. Skelton’s incentive equity award agreements.
• newAlso, on January 16, 2026, the Company appointed Harsha V.
• newAgadi, Chairman of the Board since August 2025, as Chief Executive Officer.
• newMr. Agadi’s base salary will be $880,000 and he is eligible to receive a target short-term incentive award of 150% of base salary in 2026.
• newMr. Agadi also received a long-term incentive equity award in the amount of 1.7 million restricted stock units, which is in lieu of any other annual grant for fiscal 2026, with 40% of the award issued as time-vested restricted stock units (“RSUs”) and 60% issued as performance restricted stock units (“PRSUs”).
• newThe RSUs vest ratably over a three-year period, ending December 31, 2028.
• newThe PRSUs are tied to achievement of stock price goals during a three-year performance period ending December 31, 2028.
• newThe number of PRSUs earned, which is determined based on the average closing price of a share of Company stock over any 120-consecutive-day period reaching certain goals, with 25% of the shares earned based on achievement of a stock price goal of $2.50 and 100% of the shares earned based on achievement of a stock price goal of $5.00, will vest on the last day of the performance period.
• new(Linear interpolation will be used in between stock price goals.)
• changedWith revenues of approximately $3 $3.4billion, we deliver digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on them.
• changedWe leverage cloud computing, artificial intelligence, intelligence("AI"),machine learning, automation and advanced analytics to deliver mission-critical solutions.
• changedThrough a dedicated global team of approximately 51,000 56,000associates, process expertise and advanced technologies, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs.
• changedOur strategy is designed to deliver shareholder value by creating drivingprofitable growth, expanding operating margins, identifying process efficiencies and employing a disciplined capital allocation approach.
• changedOur 2025 2024compensation program links pay to performance, aligns to our shareholder interests, and reflects isreflectiveofour 2025 2024operational and financial results.
• changedOur long-term incentive plans also reward Growth, as our performance restricted stock awards have metrics tied to our total shareholder return (“TSR”) against our proxy peers, as well as, revenue growth.
• changedDelivering with high quality impacts our Adjusted Revenue, Net ARR Activity Metric and Adjusted EBITDA margins and thus is also aligned with the annual incentive plan.
• new2025 Performance
• changedIn March 2023, we established outlineda strategic gameplan focused on forgrowth, rationalization, and improved cash flow generation with targeted target2025 exit rates.
• new2025 marked the completion of the final year of the plan, and Adjusted Revenue and Net ARR Activity came in below expectations.
• newHowever, Adjusted EBITDA and Adjusted EBITDA Margin finished at the higher end of our guidance, after considering adjustments.
• newAdjustments included response costs to address a cyber security disruption, whereby a threat actor gained unauthorized access to a limited portion of the Company’s environment.
• newFurther, proceeds from our divestiture program enabled us to repurchase an additional 9.2 million shares of our common stock.
• changedOur 2025 2024short-term incentive plan funded below target, reflecting fundingresultsreflectConduent’s financial and operating results achieved throughout 2025. 2024.
• changedThe performance measures and weightings in the 2025 2024APIP were Adjusted Revenue (weighted 40%), Adjusted EBITDA Margin (weighted 40%) and Net ARR Activity (weighted 20%).
• newFor the 2025 performance year, our APIP was amended on June 1, 2025, for our named executive officers and other senior executives to a program that would award 80% in Annual Performance Incentive Plan Shares (“APIP Shares”) and 20% in cash.
• changedAs calculated, our 2025 2024financial results would have led to a 79.3% 72%of target funding for the 2025 ourAPIP.
• newHowever, the Compensation Committee determined that the calculated amount of 79.3% using the established metrics did not properly reflect the overall Company performance.
• newAs a result, the Compensation Committee used its discretion under the APIP plan
• newdocuments to reduce the aggregate APIP pool to $15.4M and cancel the issuance of APIP Shares to avoid incremental shareholder dilution.
• changedThe 2025 2024Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity metric performance goals were established in March 2025. 2024.
• changed(1)Please see “Non-GAAP Financial Measures” beginning on page 54 49of this Proxy Statement for information on our Non-GAAP financial measures.
• new2025 LTIP Grants
• newOur annual 2025 LTIP grant consisted of time-based restricted stock units (“RSUs”) with respect to 35% of the grant for our President and Chief Executive Officer (“CEO”) and our Executive Vice President and Chief Financial Officer (“CFO”) at the time of grant; and 50% for our other named executive officers, all vesting ratably over a three-year period; and performance-based restricted stock units (“PRSUs”) for the remaining 65% of the grant for our CEO and CFO, and the remaining 50% for our other named executive officers, at the time of grant.
• newThe annual PRSUs granted to our named executive officers are approximately 70% based on revenue growth (“2025 PRSU—Revenue Growth”), calculated by averaging annual revenue growth for the three-year period ending December 31, 2027; and the remaining 30% based on relative TSR (“2025 PRSU—rTSR”), as compared to our August 2024 compensation peers.
• changedThe annual 2025 2024LTIP grants balance our grantbalancestheneed to increase revenues and drive shareholder value, while fostering participant retention and stock ownership.
• new2023 LTIP Results
• changedOur 2023 2024LTIP grant grantsconsisted of time-based RSUs restrictedstockunits(“RSUs”)with respect to 50% 35%of the grant, vesting ratably over a three-year period; and performance-based PRSUs restrictedstockunits(“PRSUs”)with respect to 50% 65%of the grant, of which approximately 70% were arebased on revenue growth (“2023 (“2024PRSU—Revenue Growth”) and the remaining approximate 30% arebased on relative TSR (“2023 TotalShareholderReturn(“2024PRSU—rTSR”), each vesting over athree-year periods. period.
• changedThe 2023 2024PRSU—rTSR was isbased on Conduent’s three-year totalshareholderreturnrelative TSR (“rTSR”) as compared to our August 2022 2023compensation peers, and the PRSU—Revenue Growth was isbased on our average annual revenue growth for the three-year period, ending December 31, 2025. 2026.
• newThe 2025 1/3 portion of the 2023 PRSU—Revenue Growth resulted in 0% of target, which was averaged with the 2024 results of 0% of target, and the 2023 results of 66.25% of target, to determine a final payout of 22.08% of target.
• newFor our 2023 PRSU—rTSR grant, our relative shareholder return results based on our peer group ranking was at the 25th percentile, which resulted in a 50% of target payout.
• changedAt the 2025 2024Annual Meeting of Shareholders, 95% 96.41%of shares voted were in favor of our executive compensation program, demonstrating strong shareholder support.
• changedOur management team established and participated in various shareholder engagement activities in 2025. 2024.
• changedWhat We DoWhat We Don’t Do✓Deliver a significant portion of compensation through long-term incentives tied directly to shareholder value creation.XPermit re-pricing of underwater stock options or springloading of equity grants.✓Balance short- and long-term incentives with multiple performance metrics.XProvide a defined-benefit pension plan or SERPs to executives (only all-employee 401(k) plan).✓Impose caps on our annual incentive and PRSU awards for our named executive officers.XProvide excessive executive perquisites or termination payments.✓Maintain a recoupment policy that allows clawback of cash and equity compensation earned because of fraudulent or illegal conduct or in the event of an accounting restatement.XAllow directors, named executive officers and other senior leaders to hedge or pledge Company stock.✓Maintain stock ownership requirements for all of our named executive officers.XPermit tax gross-ups on change in control or other severance payments.✓Conduct an annual review of programs to ensure they do not encourage risks that have a material adverse effect on the Company.XMaintain written employment contracts with our executive officers.✓Maintain non-competition and non-solicitation agreements with our named executive officers that prohibit competing against Conduent and soliciting our customers or current associates after termination, to the extent legally permitted.XAllow single-trigger change in control arrangements.(1)✓Engage arrangements.✓Engagean Independent Consultant under the direction of the Compensation Committee.XProvide guaranteed incentive payouts for named executive officers.(1)In connection with Mr. Agadi’s appointment to CEO, the Compensation Committee, as a one-time exception, granted RSUs and PRSUs in 2026 that included single-trigger vesting upon a change in control. officers.
• changed2025 2024Total Direct Compensation Targets for Named Executive Officers
• changedThe Compensation Committee approved the annual target total direct compensation levels for all active named executive officers for 2025. 2024.
• changedThe table below illustrates annual base salary, target short-term incentive and target long-term equity-based incentive for each active named executive officer as of December 31, 2025. 2024.
• newFor Messrs.
• newWood and McDaniel, who were not with Conduent as of December 31, 2025, the amounts reflect those prior to their departures from Conduent.
• newExecutiveTitleAnnual BaseSalaryTarget Short-Term Incentive(% of BaseSalary)Target Long-Term IncentiveTarget TotalDirectCompensationClifford SkeltonFormer President and Chief Executive Officer$835,000150%$5,000,000$7,087,500Giles Goodburn1Executive Vice President and Chief Financial Officer$475,00075%$700,000$1,531,250Michael KrawitzExecutive Vice President, General Counsel & Secretary$525,00085%$1,100,000$2,071,250Adam ApplebyExecutive Vice President, Public Sector$475,00080%$650,000$1,505,000Mark ProutFormer Executive Vice President, Chief Information and Technology Officer$450,00075%$750,000$1,537,500Stephen WoodFormer Executive Vice President and Chief Financial Office$575,00085%$1,400,000$2,463,750Michael McDanielFormer Executive Vice President, Commercial Solutions$500,00085%$1,000,000$1,925,000
• new1To account for promotion to CFO, the table above reflects the following changes made in 2025:
• new•On May 2, 2025, Mr. Goodburn’s base salary increased from $350,000 to $475,000 and his APIP target increased from 65% to 75%, whilst his LTIP target increased from $225,000 to $700,000, which will be granted starting with the 2026 annual LTIP grant.
• new•Mr. Goodburn also received a one-time off-cycle LTIP award valued at $280,000 granted on June 1, 2025.
• changedThe chart below reflects the 2025 2024annual target total direct compensation pay mix for our CEO and other active named executive officers (Messrs. asofDecember31,2024,andtheportionoftheirtargetedtotaldirectcompensationthatisvariablepay.
• newGoodburn, Krawitz, Appleby and Prout) as of December 31, 2025, and the portion of their targeted total direct compensation that is variable pay.
• changedTo reinforce the Company’s pay for performance philosophy, 88% of our CEO’s targeted total direct compensation, and on average 71% 74%for our other named executive officers, is variable and “at risk.”
• changedDuring 2025, 2024,FW Cook provided the following services:
• changedConduent’s 2024/2025 2023Peer Group was used to benchmark 2024 2023compensation and assist in setting 2025 2024compensation for our named executive officers, as well as to review general pay practices and trends at that time.
• changedAdditionally, this peer group is used to determine TSR TotalShareholderReturnperformance for our 2025 2024PRSU—rTSR awards.
• changedIn August 2024, the Compensation Committee reviewed the 2023/2024 peer group and approved the following changes for 2024/2025: changes:removed Leidos due to its larger size, removed Veradigm, as it was delisted, Veradigm(delisted),and added TaskUs, a size-appropriate business competitor.
• newThe resulting 2024/2025 peer group is shown below.
• changedThe Compensation Committee reviewedthe2023peergroupinAugust2023,andconcluded that the peer group includes key business competitors, as well as companies that align with Conduent’s size, scope, and competitors for executive talent and investor capital.
• new2024 / 2025 Peer GroupAlight (ALIT)Genpact LTD (G)CACI International Inc (CACI)ICF Intl (ICFI)CGI Group (GIB)Maximus, Inc (MMS)Concentrix (CNXC)TaskUs (TASK)CSG Systems Intl (CSGS)TELUS Intl (TIXT)ExlService (EXLS)TriNet Group (TNET)
• changedAt the end of 2024, 2023,the Compensation Committee reviewed a report comparing the compensation of its named executive officers with the compensation of executives in comparable positions at our peer group companies based on the most recent proxy filings (primarily used for the CEO, CFO and General Counsel) and supplemented by general industry survey data.
• changedFor 2025, 2024,the Compensation Committee reviewed total target direct compensation against the market data using the median as a reference point.
• changed2025 2024Compensation for the Named Executive Officers
• changed2025 2024Total Direct Compensation Targets
• changedThe 2025 2024total direct compensation targets of our named executive officers can be found under the heading “Executive “OurExecutiveCompensation Program, 2025 Program—2024Total Direct Compensation Targets for Named Executive Officers.” For further information regarding the process the Compensation Committee used to determine compensation for our named executive officers, please see above under “Process for Determining Compensation.”
• changedMore complete compensation information appears in the “Summary Compensation Table” on page 42. 40.
• changedFor our named executive officers on December 31, 2025, the table below reflects base salaries for our named executive officers as of December 31, 2025 2023and December 31, 2024.

More changes truncated for legibility. Open the filings on SEC for full prose.