DEF 14A of Cognizant Technology Solutions Corp, Apr 17, 2026

DEF 14A of Cognizant Technology Solutions Corp

Filed Apr 17, 2026 · FY20250001308179-26-000290

Open on EDGAR

  1. Cognizant Technology Solutions Corporation

    | 45 | Director compensation | | 45 | Discussion and analysis | | 46 | Director compensation vs. peer group | | 46 | Deferral of restricted stock units | | 47 | Director compensation table | | 48 | Compensation (Say-on-pay) | | 48 | PROPOSAL 2: Advisory vote to approve executive compensation (say-on-pay) | | 49 | Compensation discussion and analysis (CD&A) | | 50 | Compensation program objectives | | 52 | Compensation setting process | | 54 | Primary compensation elements | | 56 | Performance-based compensation – key performance metrics | | 57 | 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 | 2025 Summary compensation table | | 74 | 2025 Grants of plan-based awards table | | 75 | Outstanding equity awards at fiscal year-end 2025 | | 77 | 2025 Stock vested table | | 77 | 2025 Pension benefits and non-qualified deferred compensation | | 78 | Potential payments upon termination or change in control | | 78 | Overview of potential payments | | 79 | Calculation of potential payments | | 80 | Equity compensation plan information | | 81 | CEO pay ratio |

  2. Cognizant Technology Solutions Corporation

    | 82 | Pay versus performance table | | 83 | Relationship between compensation actually paid and performance | | 84 | Financial performance measures | | 85 | Audit matters | | 85 | PROPOSAL 3: Ratification of appointment of independent registered public accounting firm | | 85 | Independent auditor | | 85 | Review and engagement | | 85 | Annual meeting attendance | | 86 | Pre-approval policy and procedures | | 86 | Auditor fees | | 87 | Audit Committee report | | 88 | Shareholder proposal | | 88 | PROPOSAL 4: Adopt shareholder right to act by written consent | | 88 | Shareholder proposal for the 2026 annual meeting | | 89 | The Board’s statement of opposition | | 91 | Shareholder proposals and nominees for the 2027 annual meeting | | 93 | Additional information | | 93 | Proxy statement and proxy solicitation | | 94 | Annual meeting Q&A | | 97 | Cognizant’s Annual Report on Form 10-K | | 98 | Forward-looking statements and non-GAAP financial measures | | 99 | Reconciliation to GAAP financial measures | | 100 | Helpful resources | | 100 | Links | | 100 | Contacts |

  3. Election of 13 director nominees

    Election of 13 director nominees Elect the following 13 director nominees to serve until the 2027 annual meeting of shareholders. See page 18 for additional information regarding this proposal.

  4. Election of 13 director nominees

    | | | Leadership roles / Committees | Top qualifications | | | Zein Abdalla, 67 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, 70 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, 61 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, 60 Former EVP and CTO of PayPal Independent director since 2020 | • Audit Committee • Finance and Strategy Committee | • Technology and consulting services • Innovation and security • Regulated industries | | | John M. Dineen, 63 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, 54 CEO of Cognizant Director since 2023 | | • Technology and consulting services • Talent management • Public company leadership | | | Leo S. Mackay, Jr., 64 SVP, Ethics and Enterprise Assurance of Lockheed Martin Independent director since 2012 | • Chair, Compensation and Human Capital Committee • Audit Committee | • Innovation and security • Regulated industries • Finance, accounting and risk management | | | Michael Patsalos-Fox, 73 Former Chairman, the Americas of McKinsey & Company and Former CEO of Stroz Friedberg Independent director since 2012 | • Finance and Strategy Committee • Governance and Sustainability Committee | • Technology and consulting services • Talent management • Innovation and security |

  5. Election of 13 director nominees

    | | | Leadership roles / Committees | Top qualifications | | | Stephen J. Rohleder, 68 Former Group Chief Executive, North America and COO of Accenture plc Independent director since 2022 | • Chair of the Board of Directors • Finance and Strategy Committee • Governance and Sustainability Committee | • Technology and consulting services • Operations management • Public company leadership | | | Bram Schot, 64 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, 52 Group Deputy General Secretary and CHRO, Member of the Management Committee of AXA Independent director since 2024 | • Compensation and Human Capital Committee | • Talent management • Regulated industries • International business development | | | Joseph M. Velli, 68 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, 69 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 |

  6. Election of 13 director nominees

    | | Board recommendation: Vote FOR each director nominee. |

  7. Election of 13 director nominees

    | • | 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. |

  8. Election of 13 director nominees

    See our Board qualifications on pages 15 to 17 and our director nominees’ biographies starting on page 20.

  9. Election of 13 director nominees

    | Qualified 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 85% Public Company Governance 23% Finance, Accounting and Risk Management | Diverse Our Board’s demographics 62% born outside the United States 54% worked overseas 46% racially/ethnically diverse 31% female | | Engaged 99% average attendance of directors at 2025 Board and committee meetings | Independent 92% directors are independent | | Tenure Average: 7 years 8% 0-2 years 54% 3-6 years 38% 7+ years | Age Average: 64 years old |

  10. Compensation components

    | • | Base salary provides a stable source of cash compensation at competitive levels | | • | Annual cash incentive (ACI) motivates and rewards achievement of short-term Company financial objectives | | • | 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 |

  11. Compensation component comparisons

    | | Fixed(1) | vs | Variable(2) | Short-term (1-year)(3) | vs | Long-term (3-years)(4) | Cash(3) | vs | Equity(4) | | CEO | 7% | | 93% | 21% | | 79% | 21% | | 79% | | Other NEOs (average) | 17% | | 83% | 34% | | 66% | 34% | | 66% | | | (1) Base salary | | | (3) Base salary, ACI | | | | | | | | (2) ACI, PSUs, RSUs | | | (4) PSUs, RSUs | | | | | |

  12. Compensation component comparisons

    Ambitious but attainable targets Our performance-based compensation utilizes performance goals that are designed to be ambitious but attainable. In 2025, ACI was paid at 169% of target (for corporate leaders; a portion of the business unit leaders’ results are derived from their business unit performance). Our 2023-2025 PSUs paid at 57% of target. The lower payout resulted from the more challenging macroeconomic environment that the Company faced since the robust targets for the 2023-2025 PSUs were set. In response, beginning with the 2024-2026 PSUs and continuing with the 2025-2027 PSUs, the Company changed the performance metrics to focus more on relative performance against a selected group of peer companies. By moving to relative metrics, the Compensation Committee sought to avoid windfall or penalizing outcomes driven by external factors and to provide for payouts that more accurately reflect true Company outperformance. See page 55 for more information. In making its decisions regarding executive compensation for 2025, the Compensation Committee considered the significant level of shareholder support our executive compensation program received from shareholders in 2025 (94% support), 2024 (92% support) and prior years.

  13. Governance highlights

    | 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 In March 2025, we hosted an Investor Day where members of senior leadership discussed a variety of topics with shareholders, including our progress against strategic priorities and capturing the AI opportunity In late 2025, Mr. Rohleder, as Chair of the Board, Mr. Mackay, as Chair of the Compensation and Human Capital Committee (the “Compensation Committee”), Ms. Wijnberg, as Chair of the Audit Committee, and Ms. Deskus as a then-current member of the Audit Committee, the Compensation Committee and the Finance and Strategy Committee (the “Finance Committee’”), participated in meetings with some of our largest shareholders to discuss matters including strategy, management’s engagement with the Board, talent, company culture and workplace environment, executive compensation, corporate responsibility and corporate governance topics | | 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 |

  14. Election of 13 director nominees

    Election of 13 director nominees

  15. Election of 13 director nominees

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

  16. Director nominees

    Director nominees Presented on the following pages are the 13 director nominees recommended by the Board for election at the 2026 annual meeting. Director attendance There were 11 meetings of the Board in 2025. Each director in 2025 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. Our corporate governance guidelines provide that directors are expected to attend the annual meeting of shareholders. For the 2025 annual meeting, which was virtual, Mr. Kumar acted as Chair and all of the other 12 directors attended virtually. Key governance practices

  17. Director nominees

    | Shareholder rights and engagement | Board of Directors | | 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 Chair of the Board and CEO positions Annual Board and committee self-evaluations Majority voting in uncontested 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) |

  18. Board member independence

    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. Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfies the additional independence criteria applicable to directors on such applicable committee under Nasdaq listing rules and the rules and regulations established by the SEC.

  19. Director time commitments

    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 confirm 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:

  20. Director time commitments

    | • | 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; and | | • | 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 |

  21. Director time commitments

    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.

  22. Director capabilities and tenure considerations

    Director capabilities and 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 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. In addition, beginning in 2025, directors will not be nominated for election to the Board after their 75th birthday unless the Chair of the Board and the Chair of the Governance Committee grant a waiver or exception in special circumstances. The Board believes that the director nominees for 2026 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. Of the 13 director nominees, four are independent directors who have been brought on since 2022 (five total new directors including Mr. Kumar but excluding Ms. Domenici, who resigned from the Board in January 2024 to pursue an outside opportunity).

  23. Separation of the offices of Chair and Chief Executive Officer

    Separation of the offices of Chair and Chief Executive Officer Pursuant to our Corporate Governance Guidelines, the Board does not have a policy on whether the offices of Chair of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chair of the Board should be selected from among the current independent directors. The Board believes that its current leadership structure, with a strong independent Chair, which has been in place since 2003, is appropriate because it facilitates the Board’s independent oversight of the Company, including its business strategy and risks.

  24. Separation of the offices of Chair and Chief Executive Officer

    | Zein Abdalla | 67 Independent Former President of PepsiCo | | | | Director Since: 2015 Birthplace: Sudan | Committees: Compensation and Human Capital, Governance and Sustainability (Chair) Education: Imperial College, London University – B.S. | |

  25. Separation of the offices of Chair and Chief Executive Officer

    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.

  26. Separation of the offices of Chair and Chief Executive Officer

    | Period | Relevant experience | Qualifications | | 1995-2014 | PepsiCo, Inc. (PEP), a multinational food, snack and beverage company President (2012 – 2014) Chief Executive Officer, 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: 2025 2017 2017 2016 2016 | Select other positions Majid Al Futtaim Holding LLC – holding board non-executive director 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 | |

  27. Qualifications

    Qualifications

  28. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  29. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  30. Qualifications

    | Vinita Bali | 70 Independent Former CEO and Managing Director of Britannia Industries and Former VP, The Coca-Cola Company | | | | Director Since: 2020 Birthplace: India | Committees: Compensation and Human Capital, Governance and Sustainability Education: University of Delhi, India – B.A. Jamnalal Bajaj Institute of Management Studies in India – M.B.A. | |

  31. Qualifications

    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.

  32. Qualifications

    | Period | Relevant experience | Qualifications | | 2005-2014 | Britannia Industries, an international food products company based in India and listed on the National Stock Exchange (“NSE”) and Bombay Stock Exchange (“BSE”) 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 NSE SATS Ltd. (S58), a leading provider of food solutions and gateway services and listed on the Singapore Stock Exchange Syngene International Ltd. (SYNGENE), a pharma and bio-tech research and manufacturing company listed on the NSE and BSE | | | From: 2014-2024 | Past public company director positions CRISIL Ltd. (CRISIL), a global analytical company providing ratings, research and risk and policy advisory services listed on the NSE and BSE | | | 2018-2021 | Bunge Ltd. (BG), an agribusiness and food company | | | 2014-2020 | Smith & Nephew Plc (SNN), a global portfolio medical technology business | |

  33. Qualifications

    Qualifications

  34. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  35. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  36. Qualifications

    | Eric Branderiz | 61 Independent Former EVP and CFO of Enphase Energy | | | | Director Since: 2023 Birthplace: Argentina | Committees: Audit, Compensation and Human Capital Education: University of Alberta – BCom Certification: CPA in California Audit Committee financial expert | |

  37. Qualifications

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

  38. Qualifications

    | Period | Relevant experience | 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 (formerly, 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: 2025 2023 | Current public company boards Symbotic Inc. (SYM), an AI powered robotic and software platform for scalable logistics, order fulfillment, and warehousing solutions Fortive Corporation (FTV), a provider of essential technologies for connected workflow solutions across a range of end-markets | | | Since: | Select other positions | | | 2023 | UNIVERS, a leading net zero technology provider – director | | | 2022 | AESC, a leading battery technology company – director | |

  39. Qualifications

    Qualifications

  40. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  41. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  42. Qualifications

    | Archana Deskus | 60 Independent Former EVP and CTO of PayPal | | | | Director Since: 2020 Birthplace: India | Committees: Audit, Finance and Strategy Education: Boston University – B.S. Rensselaer Polytechnic Institute – M.B.A. | |

  43. Qualifications

    Ms. Deskus brings CTO and CIO experience to Cognizant’s Board of Directors, having set and led the technology and information security strategy for a number of large global corporations across a diverse set of industries, including PayPal, Intel, Hewlett Packard, Baker Hughes, Ingersoll Rand, Timex and North America HVAC.

  44. Qualifications

    | Period | Relevant experience | Qualifications | | 2022-2024 | PayPal Holdings, Inc. (PYPL), a digital payments company Executive Vice President, Chief Technology Officer (2023 – 2024) Executive Vice President, Chief Information Officer (2022 – 2023) | | | 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: 2025 2019 | Current public company boards Global Payments Inc. (GPN), a payments solutions company 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) | | | From: 2022-2025 2018-2020 2016-2017 2014-2017 | Select past positions DataStax – director 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 | |

  45. Qualifications

    Qualifications

  46. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  47. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  48. Qualifications

    | John M. Dineen | 63 Independent Former President and CEO of GE Healthcare | | | | Director Since: 2017 Birthplace: USA | Committees: Audit, Finance and Strategy (Chair) Education: University of Vermont – B.S. | |

  49. Qualifications

    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.

  50. Qualifications

    | Period | Relevant experience | 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 | | | From: 2018-2023 2015-2019 | Past public company director positions Syneos Health, Inc. (formerly, SYNH), a biopharmaceutical solutions organization Merrimack Pharmaceuticals, Inc. (formerly, MACK), a pharmaceutical company specializing in the development of drugs for the treatment of cancer | |

  51. Qualifications

    Qualifications

  52. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  53. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  54. Qualifications

    | Ravi Kumar S | 54 CEO of Cognizant | | | | Director Since: 2023 Birthplace: India | Education: Shivaji University – B.E. Xavier Institute of Management, India – M.B.A. | |

  55. Qualifications

    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 driving sustainable growth and 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, consulting and gen AI.

  56. Qualifications

    | Period | Relevant experience | Qualifications | | 2023 to present | Cognizant Chief Executive Officer Senior leadership, technology (including emerging technologies such as gen AI), consulting, talent management, operations management and international experience as CEO of Cognizant | | | 2002-2022 | Infosys Limited (INFY), a global managing consulting, technology services and outsourcing company President (2016 – 2022) Various other positions (2002 – 2016) Held senior executive leadership roles gaining experience across digital transformation, traditional technology and engineering services, data and analytics, cloud and infrastructure and consulting and, as President, 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 firm Senior consultant | | | Since: 2022 | Current public company boards TransUnion (TRU), a global information and insights company | | | Since: 2024 2021 2020 | Select other positions US-India Strategic Partnership Forum – Board member U.S. Chamber of Commerce – Board member; Chair of the Artificial Intelligence Working Group (since 2024) New York Academy of Sciences – Board of Governors | | | From: 2024-2026 2021-2023 | Select past positions World Economic Forum – Information and Communication Technologies Industry Community Chair Digimarc Corporation (DMRC), company that provides digital watermarking solutions – director | |

  57. Qualifications

    Qualifications

  58. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  59. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  60. Qualifications

    | Leo S. Mackay, Jr. | 64 Independent SVP, Ethics and Enterprise Assurance of Lockheed Martin | | | | Director Since: 2012 Birthplace: USA | Committees: Audit, Compensation and Human Capital (Chair) Education: United States Naval Academy – B.S. Harvard University – M.P.P. Harvard University – Ph.D. Audit Committee financial expert | |

  61. Qualifications

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

  62. Qualifications

    | Period | Relevant experience | 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) Chief Audit Executive (2016 – 2025) 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 (2018-2023), chairman since 2023 | | | From: 2016-2022 | Select past positions USAA Federal Savings Bank, a federal savings bank – director | |

  63. Qualifications

    Qualifications

  64. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  65. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  66. Qualifications

    | Michael Patsalos-Fox | 73 Independent Former Chairman, the Americas of McKinsey & Company and Former CEO of Stroz Friedberg | | | | Director Since: 2012 Birthplace: Cyprus | Committees: Finance and Strategy, Governance and Sustainability Education: University of Sydney – B.S. International Institute for Management Development, Lausanne, Switzerland – M.B.A. | |

  67. Qualifications

    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.

  68. Qualifications

    | Period | Relevant experience | 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 positions MIO Partners, Inc., an investment subsidiary of McKinsey & Company – Chairman of the board | |

  69. Qualifications

    Qualifications

  70. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  71. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  72. Qualifications

    | Stephen “Steve” J. Rohleder | 68 Independent Chair of the Board of Directors Former Group Chief Executive, North America and COO of Accenture plc | | | | Director Since: 2022 Birthplace: USA | Committees: Finance and Strategy, Governance and Sustainability Education: University of Texas, Austin – B.B.A. | |

  73. Qualifications

    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.

  74. Qualifications

    | Period | Relevant experience | 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. (formerly, GTYH), a software as a service company that offers a cloud-based suite of solutions for the public sector in North America Chairman, Chief Executive Officer 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: | Select other positions | | | 2025 | Cohn/Reznick LLP, a leading accounting and consulting firm – director | | | 2016 | KungFu.AI, a professional services firm focusing on AI solutions for businesses – strategic advisor | | | From: | Other past positions | | | 2018-2020 | University of Texas Health Advisory Committee – member | | | 2017-2020 | Apogee, Inc. (now a Boldyn Networks company), the largest provider of on-campus residential networks and video solutions in higher education – advisory board member | | | 2016-2020 | GTY Technology Holdings Inc. (formerly, GTYH) – director | | | 2015-2019 | Kony, Inc., a cloud-based enterprise mobility solutions company and mobile application development platform provider – advisory board member | |

  75. Qualifications

    Qualifications

  76. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  77. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  78. Qualifications

    | Abraham “Bram” Schot | 64 Independent Former Chairman and CEO of Audi AG | | | | Director Since: 2023 Birthplace: Netherlands | Committees: Finance and Strategy, Governance and Sustainability Education: University of Bradford, England – M.B.A. | |

  79. Qualifications

    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.

  80. Qualifications

    | Period | Relevant experience | Qualifications | | 2011-2020 | Volkswagen AG, a global manufacturer of automotive and commercial vehicles Chairman & Chief Executive Officer 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 Chief Executive Officer 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 Chief Executive Officer (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 – board member 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 (CG) – senior advisor Global Cleantec Management B.V. – senior advisor TomTom, N.V. (TOM2.AS) – senior advisor | |

  81. Qualifications

    Qualifications

  82. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  83. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  84. Qualifications

    | Karima Silvent | 52 Independent Group Deputy General Secretary and CHRO, Member of the Management Committee of AXA | | | | Director Since: 2024 Birthplace: Comoro Islands | Committees: Compensation and Human Capital Education: Institut d’Etudes Politiques Ecole Nationale d’Administration | |

  85. Qualifications

    Ms. Silvent brings to Cognizant’s Board of Directors over two decades of human resources and talent management experience, including developing and executing human capital strategies, as well as extensive public policy and government affairs expertise in employment and social inclusion issues, gained from her service at various private and public sector institutions. In her role as Deputy General Secretary for the AXA Group, she also has regulatory, audit, compliance and business development experience from overseeing AXA’s audit, compliance and headquarters functions as well as AXA EssentiALL, AXA’s inclusive insurance business.

  86. Qualifications

    | Period | Relevant experience | Qualifications | | 2012 to Present | AXA SA, a French insurance company Group Deputy General Secretary and Chief Human Resources Officer (2025 - present) Group Chief Human Resources Officer (2017 - 2025) Human Resources Director for AXA French businesses (2016-2017) Global Human Resources Director (2013-2016) Global Human Resources Business Partner for COO (2012-2013) | | | 2008-2012 | Korian, a private health group that operates clinics and retirement homes Managing Director for French Operations (2011-2012) Group Human Resources Director (2008-2011) | | | 2006-2007 | Groupe Société Nationale Immobilière, a French global operator of public interest housing Human Resources Director | | | 2002-2006 | Assistance Publique - Hôpitaux de Paris, French state-owned Health Service Deputy Human Resources Director | | | Since: 2018 | Select other positions Établissement pour l’insertion dans l’emploi (also known as the Organization for Youth Employment), a French state-owned non-profit organization that focuses on retraining young adults who left the school system early and integrates them into the workforce – chair of the board | | | From: 2019-2025 | Other past positions AXA Investment Managers, a global investment management firm headquartered in Paris that operated as the investment arm for AXA – director | |

  87. Qualifications

    Qualifications

  88. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  89. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  90. Qualifications

    | Joseph M. Velli | 68 Independent Former Senior EVP and member of the Policy Committee of The Bank of New York | | | | Director Since: 2017 Birthplace: USA | Committees: Audit, Compensation and Human Capital Education: William Paterson University – B.A. Fairleigh Dickinson University – M.B.A. | |

  91. Qualifications

    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 well as M&A experience as a Senior EVP and member of the Policy Committee of The Bank of New York, as CEO of ConvergEx Group, and from service on various private company boards in the technology and financial services space.

  92. Qualifications

    | Period | Relevant experience | Qualifications | | 2016 to present | Lovell Minnick Partners, LLC, a private equity firm Advisory Council Member Private equity insights with significant M&A, turnaround and management mentoring experience | | | 2006-2014 | ConvergEx Group, LLC, a provider of software platforms and technology-enabled brokerage and investment services Board Director (2014) Chairman and Chief Executive Officer (2006 – 2013) Significant experience in creating, building and leading large-scale technology, processing and software platform businesses as well as in M&A for a broker-dealer in the financial services industry. | | | 1984-2006 | The Bank of New York (BK), a financial services institution Senior Executive Vice President and member of the Policy Committee; various leadership roles, including CEO of BNY Securities, Head of Investor Services, Head of Global Custody and Payments, Head of Issuer Services and Head of Consumer Banking (1998 – 2006) Executive Vice President (1992 – 1998) Other leadership positions (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 M&A experience. | | | Since: 2014 2007 | Current public company boards Computershare Limited (CMSQY), 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 | | | From: 2020-2024 2010-2014 | Select past positions AssetMark Financial Holdings, Inc. (formerly, AMK), a provider of financial and investment technology platforms and consulting services – director E*Trade Financial Corporation, an investment brokerage and electronic trading platform – director | |

  93. Qualifications

    Qualifications

  94. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  95. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  96. Qualifications

    | Sandra S. Wijnberg | 69 Independent Former CFO of Marsh & McLennan Companies and Former CAO of Aquiline Holdings | | | | Director Since: 2019 Birthplace: USA | Committees: Audit (Chair), Finance and Strategy Education: University of California, Los Angeles – B.A. University of Southern California, Marshall School of Business – M.B.A. Audit Committee financial expert | |

  97. Qualifications

    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.

  98. Qualifications

    | Period | Relevant experience | 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: 2020(1) 2016 2016 | Current public company boards Hippo Holdings Inc. (HIPO), a property and casualty 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 | | | From: | Select past positions | | | 2014-2016 | Office of the Quartet, U.S. Department of State – Deputy Head of Mission, Jerusalem recruited to advance the Quartet’s Palestinian economic development mandate | | | 2003-2016 | Tyco International plc (now Johnson Controls International plc) – director | |

  99. Qualifications

    | (1) Includes Ms. Wijnberg’s period of service on the Board of Directors of Hippo Enterprises, Inc., which completed an initial public offering in 2021 and changed its name to Hippo Holdings Inc. |

  100. Qualifications

    Qualifications

  101. Qualifications

    | | Technology and consulting services | | Talent management | | Innovation and Security | | Regulated industries |

  102. Qualifications

    | | Operations management | | International business development | | Public company leadership | | Public company governance | | Finance, accounting and risk management |

  103. Compensation and Human Capital Committee

    | Key responsibilities and areas of risk oversight • Evaluation and compensation of the CEO and other executive officers • Director compensation recommendations to the Board • Performance-based compensation arrangements, including whether compensation is appropriately aligned with achievement of the Company’s strategic priorities • Equity-based compensation plans • Employment and severance agreements and other arrangements with executive officers • General talent engagement • Assessment of shareholder “say-on-pay” and “say-on-frequency” votes • Stock ownership guidelines • Clawback policies | Recent activities and key focus areas • Reviewing and overseeing the Company’s talent engagement efforts (see page 39), including management’s efforts to develop a workplace culture that attracts, motivates and retains talented people • Developing the design features for the 2025 executive compensation program as described on pages 54 to 55, as well as the 2026 outperformance PSUs as described on page 61 • Reviewing and approving policies concerning perquisites and personal benefits for executives • Monitoring compliance with the Company’s stock ownership guidelines |

  104. Director compensation

    Director compensation Discussion and analysis We use cash and stock-based compensation to attract and retain qualified individuals to serve on the Board. We set compensation for our non-employee directors taking into account the time commitment and experience level expected of our directors. A director who is an employee of the Company receives no cash or stock-based compensation for serving as a director.

  105. 2025 Non-employee director compensation structure

    2025 Non-employee director compensation structure

  106. 2025 Non-employee director compensation structure

    | Annual Cash Retainer for serving on the Board | | $100,000 | | Additional Annual Cash Retainers | | | | For serving as Chair of the Board | | $150,000 | | For serving as a Member or Chair of a Board Committee | Committee Member | Committee Chair | | Audit Committee | $20,000 | $35,000 | | Compensation and Human Capital Committee | $15,000 | $30,000 | | Finance and Strategy Committee | $15,000 | $25,000 | | Governance and Sustainability Committee | $12,500 | $25,000 | | Annual RSU Award | Board Member | Board Chair | | | $230,000 | $280,000 |

  107. 2025 Non-employee director compensation structure

    The annual RSU award is made on or as soon as practicable following the date of the annual meeting of shareholders with a grant date fair value as set out above. 100% of the RSUs vest on the one-year anniversary of the date of the award.

  108. Retirement

    Retirement Upon a director’s retirement while in good standing, the Board’s practice is to accelerate the vesting of such director’s outstanding equity awards.

  109. Payment deferral elections

    Payment deferral elections Annual RSU awards and common stock received in lieu of cash retainers may be eligible for payment deferral elections in accordance with applicable tax laws and, for annual RSU awards, the applicable Incentive Award Plan.

  110. Reinvestment of dividend equivalents

    Reinvestment of dividend equivalents Historically, dividend equivalents due to non-employee directors were credited in the form of cash or adjusted for applicable tax withholdings. In September 2023, the Board determined that dividend equivalent rights on outstanding and future RSUs (including DSUs and RSUs with deferred and non-deferred settlement) granted to current and future non-employee directors would be credited as additional RSUs subject to vesting and settlement upon the same terms as the RSUs to which they relate. These additional RSUs will themselves accrue future dividend equivalents. Director compensation vs. peer group For purposes of establishing 2025 non-employee director compensation, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”), an independent executive compensation advisory firm, to review all elements of director compensation, benchmark such compensation in relation to other comparable companies with which we compete for board talent and provide recommendations to ensure that our director compensation program remains competitive. Pay Governance benchmarked our director compensation against the same group of technology-related firms used by Pay Governance in preparing its recommendations to the Compensation Committee for executive officers for 2025. See “Peer group review” on page 52. The Compensation Committee considered the benchmarking data and recommendations of Pay Governance in recommending to the Board the cash and stock-based compensation of non-employee directors that became effective following the 2025 annual meeting. Based on the 2025 analysis, the Board approved an increase to (a) the annual cash retainer for the (i) chair of the Compensation Committee from $25,000 to $30,000 and (ii) chairs of the Finance Committee and the Governance Committee from $22,500 to $25,000 and (b) the annual RSU award by $10,000, from $220,000 to $230,000 for Board members and from $270,000 to $280,000 for the Chair of the Board.

  111. Reinvestment of dividend equivalents

    | Director stock ownership guidelines Under our stock ownership guidelines, each non-employee director is required over time to hold a number of shares (including shares underlying deferred stock units and restricted stock units) with a value equal to five times the annual cash retainer received by non-employee directors at the time they joined the Board (i.e., $500,000 in shares of common stock for non-employee directors who joined the Board after June 7, 2022). Compliance with the guidelines is required within five years of a director joining the Board. As of April 6, 2026, all of our directors who joined the Board prior to January 1, 2024 had satisfied the requirement under our stock ownership guidelines and the remaining director is on track to do so within the required time period. | 5x annual cash retainer | | No hedging, short sales, margin accounts or pledging All directors are subject to the same Company insider trading policies that apply to employees, which provide for: No hedging or speculation with respect to Cognizant securities No short sales of Cognizant securities No margin accounts with Cognizant securities No pledging of Cognizant securities | | | See “Hedging, short sale, margin account and pledging prohibitions” on page 69 for additional information on these restrictions. | |

  112. Reinvestment of dividend equivalents

    Deferral of restricted stock units In late 2024, non-employee directors were provided an option to elect to defer settlement of RSUs that would be granted in 2025. The following table sets forth for 2025 the two deferral options available and the directors that elected such deferral options.

  113. Reinvestment of dividend equivalents

    | | RSUs Deferred Until Earliest to Occur of | | | | | Company Change in Control or Director’s Death or Permanent Disability | Director Leaves the Board | Directors Electing Option | | Option 1 | Immediate settlement | 100% settles on next July 1st | Branderiz, Mackay, Rohleder, Wijnberg | | Option 2 | Immediate settlement | 1/3rd settles on each of next three July 1st | Dineen |

  114. Reinvestment of dividend equivalents

    | | 2025 Director Compensation | | | Aggregate Number of Stock Awards Outstanding | | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | | Zein Abdalla | $140,000 | $229,956 | $369,956 | 2,886.95 | | Vinita Bali | $127,500 | $229,956 | $357,456 | 2,886.95 | | Eric Branderiz | $135,000 | $229,956 | $364,956 | 10,987.01 | | Archana Deskus | $150,000 | $229,956 | $379,956 | 2,886.95 | | John M. Dineen | $145,000 | $229,956 | $374,956 | 30,130.27 | | Leo S. Mackay, Jr. | $162,500 | $229,956 | $392,456 | 11,003.59 | | Michael Patsalos-Fox | $130,000 | $229,956 | $359,956 | 8,668.90 | | Steve Rohleder | $297,500 | $279,996 | $577,496 | 32,587.45 | | Bram Schot | $127,500 | $229,956 | $357,456 | 2,886.95 | | Karima Silvent | $115,000 | $229,956 | $344,956 | 2,886.95 | | Joseph M. Velli | $135,000 | $229,956 | $364,956 | 2,886.95 | | Sandra S. Wijnberg | $150,000 | $229,956 | $379,956 | 27,606.23 |

  115. Reinvestment of dividend equivalents

    Fees Earned or Paid in Cash. Mr. Rohleder elected to receive DSUs in lieu of his 2025 Board and committee cash fees, resulting in a grant of 3,703 DSUs with a grant date fair value of $80.32 per share on June 3, 2025. Mr. Mackay elected to receive 30% of his annual cash retainer in the form of fully vested shares of common stock in lieu of cash, resulting in a grant of 606 shares with a grant date fair value of $80.32 per share on June 3, 2025. The Stock Awards column represents the aggregate grant date fair value of RSUs granted in the 2025 fiscal year under the Company’s 2023 Incentive Award Plan (the “2023 Plan”), determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. All directors listed except Mr. Rohleder received an award of 2,863 RSUs with a grant date fair value of $80.32 per share on June 3, 2025. As Chair of the Board, Mr. Rohleder received an award of 3,486 RSUs with a grant date fair value of $80.32 per share on June 3, 2025. The reported dollar amounts do not take into account any estimated forfeitures related to continued service vesting requirements. For information regarding assumptions underlying the valuation of equity awards, see “Stock-Based Compensation” under Note 1 to the Consolidated Financial Statements in our 2025 Annual Report. The Aggregate Number of Stock Awards Outstanding column includes the RSUs granted in 2025 which remained unvested as of December 31, 2025, including those with respect to which the settlement has been deferred for some directors, as set forth in “Deferral of restricted stock units” above. The column also includes deferred vested RSUs and DSUs granted in 2025 and prior years held by Mr. Branderiz (7,856), Mr. Dineen (26,324), Mr. Mackay (7,872), Mr. Patsalos-Fox (5,578), Mr. Rohleder (28,255) and Ms. Wijnberg (23,889) to be settled following the director’s termination of service on the Board in accordance with the previously elected deferral option. In addition, this column also includes the RSUs or DSUs received in lieu of dividend equivalents held by Mr. Abdalla (23.95), Ms. Bali (23.95), Mr. Branderiz (268.01), Ms. Deskus (23.95), Mr. Dineen (943.27), Mr. Mackay (268.59), Mr. Patsalos-Fox (227.90), Mr. Rohleder (846.45), Mr. Schot (23.95), Ms. Silvent (23.95), Mr. Velli (23.95) and Ms. Wijnberg (854.23) (see page 45 for additional information). Compensation (Say-on-pay)

  116. What are you voting on?

    | What we do | What we don’t do | | Pay for performance, with high percentages of performance-based and long-term equity compensation. See page 54 Use appropriate peer groups and market data when establishing compensation. See page 52 Retain an independent external compensation consultant (Pay Governance). See page 52 Set significant stock ownership requirements for executives. See page 69 Maintain strong clawback policies that provide for recoupment of time-based and performance-based incentive compensation, including in the event of executive misconduct. See page 70 Utilize “double trigger” change in control provisions in plans that only provide benefits upon qualified terminations in connection with a change in control. See page 78 | No dividends or dividend equivalents paid until equity awards have vested No hedging, speculation, short sales, margin accounts or pledging of Cognizant securities No tax “gross ups” on severance or other change in control benefits |

  117. Compensation program objectives

    | 2 | Short and long-term performance objectives Tie a substantial portion of compensation to both short-and long-term performance objectives that enhance shareholder value This applies to the CEO, CFO and other corporate executives. Executives overseeing business units have a portion of their metrics related to the performance of their specific business unit or integrated practice. A substantial percentage of our NEO compensation is performance-based. The annual cash incentive (“ACI”) measures performance over a one-year period and rewards are tied to short-term Company financial objectives. Performance stock units (“PSUs”) measure multi-year performance and reward the achievement of long-term Company financial objectives, including relative TSR (see pages 54 to 55). | 2025 ACI (Corporate) 2025-2027 PSUs |

  118. Compensation program objectives

    | 3 | Long-term continued employment Provide an incentive for long-term continued employment with our Company A substantial percentage of our NEOs’ target direct compensation consists of long-term equity: (i) restricted stock units (“RSUs”), which vest quarterly over a 3-year period, to reward continued service and long-term performance of our common stock, and (ii) PSUs that have a 3-year performance period with vesting shortly thereafter (see page 55). Actual compensation received by the NEOs may be higher or lower than target amounts due to the performance criteria in the PSUs and stock price fluctuations. | Long-term equity |

  119. Compensation program objectives

    | 4 | Balanced mix Create an appropriate balance between current and long-term compensation and between performance and non-performance-based compensation Our NEOs’ target direct compensation includes current compensation in the form of cash, divided between base salary and ACI, and long-term compensation in the form of equity, divided between PSUs and RSUs. Both current and long-term compensation are mixed between fixed (base salary) and at-risk (ACI, RSUs and PSUs) compensation (see pages 54 to 55). | Performance- based | Long-term equity | | | | | | | | | (Average of all NEOs, including CEO, based on dollar value) | |

  120. Compensation program objectives

    | 5 | Competitive Provide competitive compensation packages in order to attract, retain and motivate top executive talent To ensure our compensation remains competitive, the Compensation Committee engaged Pay Governance as its independent consultant in 2025 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data. Our 2025 peer group was comprised of 17 technology, software and professional service companies selected based on industry, comparable business operations and scale (see page 52). | Peer group positioning 57th percentile revenue 45th percentile market capitalization 94th percentile headcount | | | 6 | No unnecessary risk-taking | | | | | Ensure that compensation arrangements do not encourage unnecessary risk-taking We set stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs with those of shareholders (see page 69). We also create a balance between performance and non-performance-based compensation and set performance targets that we believe are aspirational but achievable (see pages 54 to 61). | | | | | | CEO 6x annual base salary | Other NEOs 4x annual base salary |

  121. Compensation setting process

    Compensation setting process Compensation consultant For 2025, the Compensation Committee engaged Pay Governance to review all elements of our executive compensation, benchmark such compensation against the compensation packages of other comparable companies with which we compete for executive talent, and provide recommendations to ensure that our executive compensation program continues to enable us to attract and retain qualified executives through competitive compensation packages that incentivize the attainment of our short and long-term strategic objectives. Pay Governance reports directly to the Compensation Committee, regularly participates in committee meetings and advises the Compensation Committee with respect to compensation trends and best practices, plan design and the reasonableness of individual compensation awards. Pay Governance does not provide services to the Company (directly or indirectly through affiliates) other than those provided to the Compensation Committee. In 2025, the Compensation Committee undertook its annual assessment of the independence of Pay Governance and concluded that no conflict of interest exists that would prevent Pay Governance from providing independent advice regarding executive and director compensation matters. Peer group review On an annual basis, the Compensation Committee, with assistance from Pay Governance, reviews and determines the Company’s peer group that will be used, together with other market data, for market comparisons and benchmarking of the compensation of executive officers in the next fiscal year. The 2025 target direct compensation and other compensation of our NEOs was set with reference to a peer group determined by the Compensation Committee in late 2024. This peer group was comprised of 17 technology, software and professional services companies selected based on industry, comparable business operations and scale, including with respect to revenue, market capitalization and headcount. The 2025 peer group as compared to the 2024 peer group excluded VMware, which was removed due to its acquisition by Broadcom in 2023. Data in the chart below was reviewed by the Compensation Committee in late 2024 for 2025 compensation decisions.

  122. Compensation setting process

    Compensation design and target compensation levels for next year The Compensation Committee annually evaluates the executive compensation program with the goal of setting compensation at levels it believes are competitive with those of other companies that compete with us for executive talent. The Compensation Committee continues to strive to improve the executive compensation program and will seek on an annual basis from Pay Governance benchmark compensation data and/or review management’s recommendations for year-over-year compensation adjustments, including a review for general market competitiveness and competitiveness with the Company’s peer group. The 2025 executive compensation program followed the same compensation structure as the 2024 executive compensation program.

  123. Annual compensation evaluation and finalization of compensation

    Annual compensation evaluation and finalization of compensation The Compensation Committee utilizes target direct compensation as the principal manner in which it reviews, evaluates and makes decisions with respect to executive compensation. Target direct compensation is the annual compensation that would be delivered to an NEO in a theoretical, steady-state environment where the same annual compensation was granted in multiple years and the Company’s performance was at target across all such years. The Compensation Committee believes this approach is most appropriate for its decision-making, including evaluation against the compensation practices of comparable companies with which we compete for talent, as it is designed to capture the annual compensation an NEO would be expected to earn, assuming Company performance at target, based on the decisions of the Compensation Committee made at the beginning of the performance period. The Compensation Committee reviews the target direct compensation of our NEOs on an annual basis and makes periodic adjustments based on individual performance and contributions, market trends and competitive environment for talent, peer group data, internal pay equity, the scope, responsibility and business impact of the individual’s position, the individual’s potential for increased responsibility and promotion over the award term, and the value of equity compensation that the individual has previously been awarded. No specific weight is assigned to any of the above criteria relative to the others, but rather the Compensation Committee uses its judgment in combination with market and other data. The Compensation Committee evaluates the total mix of cash versus equity-based compensation, short-term versus long-term compensation and performance-based versus fixed compensation with reference to market practices and compensation program objectives. Target direct compensation excludes additional awards that may be made from time to time for individual achievement. It also excludes new hire awards upon joining the Company, such as sign-on bonuses or one-time equity grants, that are not intended to be recurring, that are designed to compensate a new hire for compensation being lost as a result of leaving a prior employer or additional costs of joining the Company, or are needed as additional incentive for a new hire to join the Company. Equity vesting acceleration upon retirement similarly is not included in target direct compensation. See pages 61 to 67 for additional details on target direct compensation and any excluded awards. Our CEO, aided by our CPO, among others, provides statistical data and makes recommendations to the Compensation Committee to assist it in determining compensation levels for other executive officers. The CEO and CPO recuse themselves from any matters dealing with their own compensation. In addition, our CEO provides the Compensation Committee and other non-employee directors with a review of the performance of other executive officers. While the Compensation Committee utilizes this information and values management’s observations with regard to compensation, it makes the ultimate decisions regarding executive compensation. The Compensation Committee finalizes the executive compensation program design and NEO compensation early in the year. For 2025, NEO target direct compensation included base salary, an ACI opportunity, and 2025-2027 PSUs and RSUs.

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

    | • | Annual bonus amounts under the 2025 ACI program: | | | | • | Payout at 169% for corporate leaders; and | | | • | Payout at 123% for Mr. Gummadi and 185% for Mr. Ayyar, as a portion of the business unit and integrated practice leaders’ 2025 ACI results are derived from the performance of their respective business unit or integrated practice area. | | • | PSUs as follows: | | | | • | Final achievement and payout for the 2023-2025 PSUs (3-year) granted in 2023 (payout at 57%); | | | • | Final achievement and payout for Mr. Dalal’s two-year new hire PSUs granted in 2024 (payout at 121%); and | | | • | Beginning with the 2024-2026 PSUs granted in 2024, and continuing with the 2025-2027 PSUs granted in 2025, the Committee set metrics based on three-year performance for relative revenue growth, adjusted EPS and relative TSR and no determination of payout or achievement under the metrics can be made until the end of the applicable three-year performance period. |

  125. Motivate and reward based on short-term Company objectives

    Motivate and reward based on short-term Company objectives The Compensation Committee designed our 2025 ACI program to stimulate and support a high-performance environment by tying such incentive compensation to the attainment of short-term goals across three metrics aligned with our Company’s objectives that it believes are valued by our shareholders:

  126. Motivate and reward based on short-term Company objectives

    | • | revenue growth (measured as revenue adjusted for currency fluctuations and acquisitions; 55% weighting); | | • | adjusted operating margin (further adjusted for acquisitions; 35% weighting); and | | • | a basket of strategic initiatives comprised of qualitative goals evaluated at the end of the performance year, including in the areas of gen AI innovation and increasing leadership training and employee engagement (collectively 10% weighting). |

  127. Motivate and reward based on short-term Company objectives

    In setting goals for revenue growth and adjusted operating margin, the Compensation Committee considered how the uncertain economic environment across the technology professional services industry presented challenges in setting financial performance goals. To reflect these challenges while continuing to maintain goal rigor and the integrity of the Company’s performance-based compensation programs, the Committee adopted an ACI payout design that provides less variability in payout for performance at or near target levels. For executives overseeing a business unit or integrated practice (including Mr. Gummadi and Mr. Ayyar), beginning in 2025, 50% of the award was based on performance of the applicable business unit – 30% business unit constant currency revenue growth and 20% business unit adjusted operating margin – and 50% of the award was based on overall Company performance. The maximum award each NEO could receive was 200% of target. Achieving target performance (before taking into account the adjustments described above) generally requires exceeding prior year results. For revenue growth, target reflected a 5.5% increase prior to adjusting for acquisitions for revenue compared to 2024 actual results. For adjusted operating margin, target reflected a 30 basis point increase prior to adjusting for acquisitions. The strategic initiatives were set based on targeted improvements in the business. The Compensation Committee determines the level of achievement, if any, with respect to the performance metrics based on actual Company results for the year. See page 57 for further details. Restricted stock units (RSUs)

  128. Reward continued service and long-term performance of our common stock

    Reward continued service and long-term performance of our common stock We grant RSUs, which typically vest quarterly over a 3-year period, to reward continued service and long-term performance of our common stock. However, awards made each year may also include transition grants, which are periodically granted to our NEOs (other than our CEO) and other employees. Transition grants are utilized to ensure that new employees receiving RSU grants (or an existing employee who receives a promotion or salary increase that also increases their targeted RSU awards) begin to vest the full targeted quarterly compensation value of their awards one quarter after the initial grant date. As a result, the number of RSUs that vest under transition grants are higher in the initial year to cover a larger proportion of an employee’s target, and gradually taper off over time as subsequent annual RSU grants supplement the initial transition grant. Transition grants do not increase the intended annual target amount of RSU vestings or diminish the long-term nature of granting equity awards. We believe this approach of receiving a recipient’s full targeted quarterly value for RSU grants over the vesting period provides a competitive advantage as the structure is highly valued by our employees and serves to more quickly align senior leader and shareholder interests. Performance stock units (PSUs)

  129. Incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of our common stock

    Incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of our common stock Due to multi-year goal-setting challenges in the uncertain economic environment across the industry in early 2024, beginning with the 2024-2026 PSUs, the Compensation Committee approved a new design that increases the emphasis on relative performance against 10 peer companies (rather than absolute performance). The shift to focus more on relative performance and a return to the “winner’s circle” among industry peers was also in line with investor feedback from our shareholder engagement efforts. The 2025-2027 PSUs awarded in March 2025 follow the same design as the 2024-2026 PSUs, balancing relative revenue growth against 10 peer companies and relative TSR compared to companies comprising the S&P 500 Index with absolute EPS growth. Each of these measures is based on a full three-year performance period. These changes are designed to continue to incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of the Company’s common stock, while maintaining overall pay competitiveness, thereby attracting, retaining and providing stability of the executive leadership team. The 2025-2027 PSUs granted to our NEOs were designed to tie a substantial portion of executive compensation to the attainment of long-term goals as with the following metrics, targets and weightings:

  130. Incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of our common stock

    | • | relative revenue growth compared to 10 peer companies (50% weighting with a three-year target to rank fifth or sixth among the 11-company group (including Cognizant), reflecting approximately median performance); in addition, the payout for relative revenue growth when in the fourth through eighth positions can be adjusted up or down by 15% of the calculated payout to reward for performance that is within 200 basis points of the average revenue growth level of the top three peer companies or decrease payout for performance that is more than 100 basis points below the average of the other seven peer companies; | | • | adjusted diluted EPS (25% weighting) with a 2027 target requiring significant growth over the Company’s 2024 adjusted diluted EPS; and | | • | total shareholder return (TSR) (25% weighting with the three-year target set at the 50th percentile relative to a peer group of companies comprising the S&P 500 Index); the payout with respect to the relative TSR metric is capped at target in the event the TSR of the Company’s common stock on an absolute basis over the performance period is negative. |

  131. Incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of our common stock

    The 2025-2027 PSUs have a payout range from 0% to 200% of the target. Such PSUs will vest upon the certification of the performance by the Compensation Committee in early 2028 (following completion of the three-year performance period) and payment will be made no later than March 15, 2028. The Compensation Committee established the 2025-2027 PSU targets to incentivize the Company’s management to prioritize continued improvement in relative revenue growth, increased levels of adjusted diluted EPS and favorable TSR relative to other peer group companies comprising the S&P 500 Index. See pages 56 and 58 to 60 for further details.

  132. Performance-based compensation – key performance metrics

    Performance-based compensation – key performance metrics The graphs below show actual Company performance to better contextualize the corresponding performance targets for the performance-based compensation elements making up the majority of the Company’s awards paid in 2025 or early 2026. Strong performance under each of these elements—consistent revenue growth, expanding operating margin and increased profitability—is key to achieving the Company’s overall objective of returning to the winner’s circle and driving long-term shareholder value.

  133. Performance-based compensation – key performance metrics

    | REVENUE (In billions) | ADJUSTED OPERATING MARGIN | ADJUSTED DILUTED EARNINGS PER SHARE (EPS) | | | | |

  134. Performance-based compensation – key performance metrics

    Note: Adjusted operating margin and adjusted diluted EPS are not measurements of financial performance prepared in accordance with GAAP. See “Forward-looking statements and non-GAAP financial measures” on page 98 for more information.

  135. Relative total shareholder return (TSR)

    Relative total shareholder return (TSR) To incentivize shareholder return, relative TSR is utilized as a performance metric for our PSU awards. Shown below is the 3-year cumulative TSR on our common stock against the cumulative TSR of the S&P 500 Index. For information on the TSR peer group for our PSU awards, see pages 58 to 60.

  136. Presentation notes

    | • | ACI revenue targets are initially set assuming constant currency and no acquisitions beyond those that have been announced by the Company at the time of target setting. For PSUs, revenue targets for 2023-2025 PSUs were initially set with constant currency growth rates and are adjusted for all in-year acquisitions. For comparability with actual Company results, and in keeping with historical practice, targets for the ACI and 2023-2025 PSUs presented herein were adjusted, as applicable, as follows: | | | | • | Revenue targets (including the percentage growth in constant currency revenue targets for ACI as shown in the table below) were adjusted to include the impact of revenue generated by acquisitions, as applicable, with revenue targets for the PSUs further adjusted for foreign currency exchange movements, as applicable, and; | | | • | Adjusted operating margin and adjusted diluted EPS targets were adjusted by the impact of acquisitions, as applicable. | | • | Adjusted operating margin and adjusted diluted EPS are not measurements of financial performance prepared in accordance with GAAP. See “Forward-looking statements and non-GAAP financial measures” on page 98 for more information. | | | • | Payout shown for 2025 ACI applies to corporate executives. A portion of the business unit and integrated practice leaders’ results are impacted by performance of their business unit or integrated practice area. | |

  137. Presentation notes

    2025 Annual cash incentive (ACI) The 2025 ACI award design, as well as the target award amounts for applicable senior executives, including our NEOs, were approved by the Compensation Committee on March 3, 2025, cover a performance period of January 1 through December 31, 2025 and were paid on March 13, 2026. Our 2025 ACI had the same design as the prior year with a large portion of the award tied to our revenue growth target. Similar to 2024, the uncertain economic environment across the technology professional services industry continued to present challenges in setting financial performance goals for 2025. Accordingly, the Committee retained use of an ACI payout design that provides less variability in payout for performance at or near target levels (i.e., 90% to 100% for revenue and 95% to 100% for adjusted operating margin, as noted in the chart below) in order to reflect these challenges while continuing to maintain goal rigor and the integrity of the Company’s performance-based compensation programs. Information regarding the weighting, targets and performance on our 2025 ACI metrics is shown below. See pages 52 through 54 for further detail regarding how the targets for each metric were set. The Compensation Committee determined the Company’s revenue growth performance using constant currency revenue growth. With respect to the adjusted operating margin metric, the threshold, target and maximum levels were adjusted to account for the amount of operating margin derived from acquisitions in a manner intended to ensure that acquisitions do not impact, positively or negatively, the achievement of targets. With regard to the strategic initiatives, the Compensation Committee used its judgment to assess how the Company performed against the qualitative assessment guidelines set by the Committee at the beginning of 2025, as well as overall execution of strategic initiatives, including in the areas of AI innovation and skilling, which are key components of the Company’s strategy (see page 3 and page 36). In evaluating the Company’s performance on the strategic initiatives, the Compensation Committee looked at a number of factors, including:

  138. 2023-2025 Performance stock units (PSUs)

    2023-2025 Performance stock units (PSUs) 2023-2025 PSUs were granted by the Compensation Committee on March 6, 2023, had a 3-year performance period of January 1, 2023 through December 31, 2025, and were settled at 57.0% of target on March 16, 2026. Targets, which are set at the beginning of the 3-year performance period as a % increase over prior year results (assuming no acquisitions) included the following:

  139. 2023-2025 Performance stock units (PSUs)

    | • | Revenue: Growth measured as increase in revenue adjusted for currency fluctuations and acquisitions; prior year actual revenue for each year of the performance period that is measured separately against a percentage growth target for such year; targets for all three years were set upfront in March 2023 as a percentage increase over the prior year; each year is weighted equally | | • | Adjusted diluted EPS: Increase in adjusted diluted EPS over prior year adjusted diluted EPS for each year of the performance period that is measured separately against a percentage increase target for such year; targets for all three years were set upfront in March 2023 as a percentage increase over the prior year; each year is weighted equally | | • | Relative TSR: Achievement determined after end of 3-year performance period against a peer group of companies consisting of the S&P 500 Index |

  140. 2023-2025 Performance stock units (PSUs)

    Prior to the Compensation Committee’s determination of the performance by the Company against the revenue and adjusted diluted EPS targets for each year, (1) the revenue threshold, target and maximum levels were adjusted to account for currency fluctuations in a manner intended to ensure that they do not impact, positively or negatively, the achievement of targets and (2) the revenue and adjusted diluted EPS targets were adjusted by the amount of revenue and adjusted diluted EPS derived from acquisitions completed during the respective years in a manner intended to ensure that acquisitions do not impact, positively or negatively, the achievement of targets.

  141. 2023-2025 Performance stock units (PSUs)

    | | | | Threshold (50% earned) | Target (100% earned) | Maximum (200% earned) | Component Achievement | Achievement earned | | | | Year 1 (2023) | | | | 0% | | | Revenue (in billions) | | Year 2 (2024) | | | | 0% | | | | | Year 3 (2025) | | | | 0% | | | | | Year 1 (2023) | | | | 76% | 57% | | Adjusted diluted EPS | | Year 2 (2024) | | | | 67% | | | | | Year 3 (2025) | | | | 110% | | | Relative TSR | | 3-Year (2023- 2025) | | | | 145% | |

  142. 2023-2025 Performance stock units (PSUs)

    Note: in 2023 and 2024, we incurred a total of $363 million in costs relating to our NextGen program. While these costs negatively impacted our GAAP diluted EPS for those two years, they were excluded from adjusted diluted EPS. Additionally, our 2025 adjusted diluted EPS excluded a $390 million one-time income tax expense related to the enactment of the OBBBA and a $62 million gain from sale of property and equipment. Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 98 for more information.

  143. 2024 (two-year) PSUs granted to CFO

    2024 (two-year) PSUs granted to CFO In connection with the hiring of Mr. Dalal as the Company’s CFO and to strengthen alignment between shareholder interests and our new CFO, the Company agreed to grant him two-year PSUs to increase his ability to reach his annual target direct compensation in the years prior to the vesting of the 2024-2026 PSUs granted in February 2024, which will not occur until early 2027, if at all. This was the last set of PSUs awarded to Mr. Dalal that have a shorter performance period than the Company’s standard annual PSU awards. The structure of the two-year award was largely similar to the 2024-2026 PSUs, including use of the same peer groups for the relative revenue growth and relative TSR portions of the award (described on page 55 and below on page 60), except that the performance period was two years (January 1, 2024 to December 31, 2025) and the calculation of the TSR achievement component took into account the shorter performance periods. Targets and payouts on the two-year PSUs (the “2025 PSUs”), which were settled on March 16, 2026, are set out below. With respect to the relative revenue growth portion of the award, when the Compensation Committee set the target, it reviewed information on Cognizant’s historical three-year revenue growth compared to the peer companies, which generally placed Cognizant in the 9th or 10th position relative to peers. Given this, the Compensation Committee determined that the 6th or 7th place target was a suitable goal for the 2025 PSUs.

  144. 2024 (two-year) PSUs granted to CFO

    | Metric | Threshold | Target | Maximum | Achieved | Component achievement | Achievement earned | | Relative revenue growth (50% weighting) (ranking among peer group for performance period)* | 9th | 6th or 7th | 1st | 5th | 110% | 121% | | Adjusted Diluted EPS** (25% weighting) | $4.58 | $4.77 | $4.96 | $5.28 | 200% | | | Relative TSR (25% weighting) | 30th %ile | 50th %ile | 80th %ile | 36th %ile | 64% | |

  145. 2024 (two-year) PSUs granted to CFO

    | * If the relative revenue growth ranking is between 4th and 8th (inclusive), then the payout for the portion of the PSUs related to that metric is subject to further adjustment similar to those set out below for the 2024-2026 PSUs and 2025-2027 PSUs. Based on the actual results for 2025, the applicable payout modifier was 1.0x (i.e., no further adjustment). | | ** Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 98 for more information. |

  146. Performance on outstanding PSUs

    Performance on outstanding PSUs The Compensation Committee approved a new design for the 2024-2026 PSUs that increased the emphasis on relative performance (versus absolute performance) against 10 peers comprised of Accenture plc, Capgemini SE, CGI Inc., DXC Technology Company, EPAM Systems, Inc., Genpact Limited, HCL Technologies Limited, Infosys Limited, Tata Consultancy Services Ltd. and Wipro Limited. The new awards balance relative revenue growth (50% weighting) and relative TSR (25% weighting) compared to peers and companies comprising the S&P 500 Index, respectively, with absolute adjusted diluted EPS growth (25% weighting). Each of these measures is based on a full three-year performance period such that information on achievement of the measures will only be available at the end of the full performance period. A similar design was used for the 2025-2027 PSUs granted in March 2025. Targets on the 2024-2026 and 2025-2027 PSUs include the following:

  147. Performance on outstanding PSUs

    | | | (Three-year targets) | | | Interim results as of 12/31/2025 (Informational only) | | | Metric | Threshold | Target | Maximum | | | 2024-2026 PSUs | Relative revenue growth (ranking among peer group for performance period)* | 8th | 5th or 6th | 1st | 5th | | | Adjusted diluted 2026 EPS** | Three-year target set by projecting a percentage growth from the mid-point of the Company’s 2024 guidance for 2025 and then further targeting a higher growth percentage from 2025 to 2026. Achieving target payout will require significant growth over the Company’s 2023 adjusted diluted EPS | | | $5.28 | | | Relative TSR | 30th %ile | 50th %ile | 80th %ile | 46th %ile | | | | (Three-year targets) | | | Interim results as of 12/31/2025 (Informational only) | | | Metric | Threshold | Target | Maximum | | | 2025-2027 PSUs | Relative revenue growth (ranking among peer group for performance period)* | 8th | 5th or 6th | 1st | 2nd | | | Adjusted diluted 2027 EPS** | Three-year target set by projecting a percentage growth from the mid-point of the Company’s 2025 guidance for 2026 and then further targeting a higher growth percentage from 2026 to 2027. Achieving target payout will require significant growth over the Company’s 2024 adjusted diluted EPS | | | $5.28 | | | Relative TSR | 30th %ile | 50th %ile | 80th %ile | 53rd %ile |

  148. Performance on outstanding PSUs

    If the relative revenue growth ranking is between 4th and 8th (inclusive), then the payout for the portion of the PSUs related to that metric is subject to further adjustment as follows:

  149. Performance on outstanding PSUs

    | Cognizant absolute revenue growth scenario | Payout modifier | | Within 200 bps of “Top 3 Average” | 1.15x | | All other positions | 1.0x | | 100 bps or more below “Other 7 Average” | 0.85x |

  150. Performance on outstanding PSUs

    | ** Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 98 for more information. |

  151. Performance on outstanding PSUs

    The Company has provided interim results as of December 31, 2025 under the 2024-2026 PSUs and the 2025-2027 PSUs for informational purposes only. The interim results shown may not be indicative of the Company’s performance over the full performance periods. Mr. Kumar received a CEO New Hire award of PSUs when he joined the Company in January 2023. The payout is based on absolute TSR (measured by CAGR) of the Company’s common stock over the four-year performance period. Based on CAGR performance through the portion of the performance period ending December 31, 2025 of approximately 15.0%, Mr. Kumar’s PSUs are tracking above target, though current tracking may not be indicative of the Company’s performance over the full four-year performance period.

  152. 2026 Outperformance PSUs

    2026 Outperformance PSUs The Compensation Committee, after consideration as described below, has determined to grant an outperformance PSU award to the most senior executives of the Company. The key objectives of the award are to drive Company growth superior to our peers and our current track record and to promote continuity of leadership at the senior-most level of the Company during a time of rapid market change. Working together with Pay Governance, the Compensation Committee approved a design based on (1) constant currency revenue CAGR; and (2) an absolute TSR modifier (share price) over a performance period from January 1, 2026 through December 31, 2027. In setting the performance levels for the PSUs, the Compensation Committee reviewed both the Company’s historical revenue growth as well as external analyst constant currency revenue estimates and set a threshold level for payout that exceeds both the high end of external analyst estimates and actual 2025 constant currency revenue CAGR, emphasizing the outperformance nature of the award. The design is intended to reward senior executives if the Company achieves breakaway absolute revenue growth and continued share price appreciation, which aligns with shareholder interests and promotes value creation. By using constant currency revenue CAGR and absolute TSR rather than relative revenue growth and relative TSR, respectively, as used in the Company’s annual PSU awards, the Compensation Committee intended to create a balance between these outperformance PSUs and the annual PSUs to focus on both absolute and relative revenue growth and TSR performance. Awards were granted on April 1, 2026, with moderate target grant values between $500,000 and $1,500,000 for applicable senior executives other than our CEO, whose award had a target grant value of $3,000,000. The maximum possible payout, with the absolute TSR modifier, is 250% of target. This award is separate from our fiscal year 2025 compensation decisions. The Company is providing this forward-looking disclosure in the interest of strong governance and shareholder transparency, with additional details to be provided in next year’s proxy statement. Compensation by NEO This section includes compensation information for and provides an overview of the compensation decisions made with respect to our NEOs.

  153. Additional views of compensation

    | | Target direct compensation | Realized compensation | | | Theoretical compensation utilized to review, evaluate and make decisions regarding NEO compensation | Compensation designed to reflect compensation actually received by an NEO in a given year | | Base Salary | Target base salary for the year (generally equal to actual base salary) | Actual base salary for the year | | ACI | Target ACI for the year | Actual ACI earned for the year | | PSUs | Target value of the PSUs to vest each year, excluding additional awards | Actual value as of the vesting date of PSUs that vested during the year | | RSUs | Grant date fair value of the RSUs targeted to vest each year, excluding additional awards | Actual value as of the vesting date of RSUs that vested during the year | | Other | | Costs of miscellaneous benefits provided to our NEOs. See All other compensation table on page 74 for additional information |

  154. Ravi Kumar

    Key responsibilities and career highlights Mr. Kumar has served as our CEO since January 12, 2023. In this role, Mr. Kumar sets the Company’s strategic direction, promotes the Company’s client-first culture and focuses on ensuring the Company’s sustainable growth and driving long-term shareholder value. Prior to joining the Company, Mr. Kumar served as President of Infosys from 2016 to 2022, where he led the global services organization across all industry segments and served as Chairman of the Board of Infosys BPM Ltd. Previously, he was the Group Head for the Insurance, Healthcare, and Cards and Payments unit, and led the Global Delivery organization where he built the Oracle and CRM practices. Before joining Infosys, Mr. Kumar served in positions of increasing responsibility at PricewaterhouseCoopers, Cambridge Technology Partners, Oracle and Sapient (now Publicis Sapient). Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2025, evaluated Mr. Kumar’s prior year performance and the updated information provided by Pay Governance for CEOs in the Company’s peer group. Based on these considerations, the Compensation Committee determined that Mr. Kumar’s target direct compensation for 2025 should be increased to $19,000,000 (18% increase vs. 2024) to reflect his 2024 performance as CEO and to better align his target compensation with CEOs in the 2025 peer group, taking into account compensation trends for CEOs. The specific components of Mr. Kumar’s 2025 target direct compensation were comprised of: (i) base salary of $1,300,000 (8% increase vs. 2024), (ii) ACI target of $2,600,000 (8% increase vs. 2024), (iii) PSUs of $9,100,000 (21% increase vs. 2024) and (iv) RSUs of $6,000,000 (20% increase vs. 2024). Realized compensation Mr. Kumar’s realized compensation was significantly lower than his target direct compensation primarily because his 2025 PSU grants are scheduled to vest, subject to the satisfaction of performance criteria, in future periods. His 2025 realized compensation consisted principally of his base salary, 2025 ACI award payout at 169% of target and quarterly vestings of RSUs in the aggregate amount of approximately $4,988,000. Target direct compensation (in thousands)

  155. Ravi Kumar

    Key responsibilities and career highlights Mr. Dalal leads the Company’s worldwide financial planning and analysis, accounting and controllership, tax, treasury and internal audit functions. He also oversees corporate development, investor relations, enterprise risk management, sales operations, pricing, post-acquisition integration and information technology functions. Prior to joining Cognizant in December 2023, he served as President and CFO of Wipro, a position he assumed after serving as CFO from 2015 to 2019. Previously, he held various leadership positions at Wipro, including CFO, IT Business from 2011 to 2015. Mr. Dalal joined Wipro in 2002 from the General Electric Company, where he began his career in 1999. Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2025, evaluated performance to date and the updated information provided by Pay Governance for CFOs in the Company’s peer group. Based on these considerations, the Compensation Committee determined that Mr. Dalal’s target direct compensation for 2025 should be increased to $6,000,000 (15% increase vs. 2024) to reflect his positive performance in his first year as CFO and to better align his target compensation with CFOs in the 2025 peer group, taking into account compensation trends for CFOs. The specific components of Mr. Dalal’s 2025 target direct compensation were comprised of: (i) base salary of $825,000 (10% increase vs. 2024), (ii) ACI target of $825,000 (10% increase vs. 2024), (iii) PSUs of $2,175,000 (18% increase vs. 2024) and (iv) RSUs of $2,175,000 (18% increase vs. 2024). Realized compensation Mr. Dalal’s realized compensation was slightly higher than his target direct compensation due primarily to above-target payouts of both his 2025 ACI and the 2024 one-year PSUs he received in connection with his hiring. His 2025 realized compensation consisted principally of his base salary, 2025 ACI award payout at 169% of target, PSU vesting in the aggregate amount of approximately $2,233,000 (at approximately 118% of target) and quarterly vestings of RSUs in the aggregate amount of approximately $2,173,000. Target direct compensation (in thousands)

  156. Surya Gummadi

    Key responsibilities and career highlights Mr. Gummadi has served as our President - Americas since January 2023. Prior to that, Mr. Gummadi served as our SVP, Americas (Interim) from July 2022 to January 2023. He served as Senior Vice President of Cognizant’s Health Sciences business segment from April 2022 to January 2023, Vice President and leader of our Healthcare business from February 2020 to July 2020 and market head for our Health Plans business from October 2017 to February 2020. Prior to that, he served in a variety of roles in his more than 20-year tenure with Cognizant. Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2025, evaluated Mr. Gummadi’s prior year performance, the Company’s Americas business performance and compensation information provided by Pay Governance for executives with similar responsibilities in the Company’s peer group for 2025. Based on these considerations, the Compensation Committee determined that Mr. Gummadi’s target direct compensation for 2025 should be increased to $5,000,000 (18% increase vs. 2024) to reflect Mr. Gummadi’s continued efforts on behalf of the Company in overseeing the Company’s biggest market and driving Company success and to better align his target compensation to executives with similar responsibilities in the 2025 peer group. The specific components of Mr. Gummadi’s 2025 target direct compensation were comprised of: (i) base salary of $800,000 (10% increase vs. 2024), (ii) ACI target of $800,000 (10% increase vs. 2024), (iii) PSUs of $1,700,000 (21% increase vs. 2024) and (iv) RSUs of $1,700,000 (21% increase vs. 2024). His ACI award was based 50% on the overall Company ACI metrics and targets, with the remaining 50% based on metrics and targets specific to the Americas business unit: (a) 30% based on constant currency revenue growth of the Americas business unit and (b) 20% based on Americas business unit adjusted operating margin rate. Realized compensation Mr. Gummadi’s realized compensation was slightly lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods, which was partially offset by the actual value of RSUs and PSUs that vested during 2025. His 2025 realized compensation consisted principally of his base salary, 2025 ACI award payout at 123% of target (based on the Company’s and his business unit’s 2025 performance), PSU vesting in the aggregate amount of approximately $163,000 (at approximately 28% of target) and quarterly vestings of RSUs in the aggregate amount of approximately $2,471,000. Target direct compensation (in thousands)

  157. John Kim

    Key responsibilities and career highlights Mr. Kim has held the title of Chief Legal Officer, Chief Administrative Officer and Corporate Secretary since February 2024, when his title was changed to better reflect his responsibilities after previously serving as our EVP, General Counsel, Chief Corporate Affairs Officer and Secretary beginning March 2021. In this role, he leads the Company’s legal, company secretary, compliance, corporate security, regulatory, sustainability, global real estate, procurement, contract lifecycle risk management and strategic negotiations functions. From January 2021 to March 2021 he served as Senior Vice President, Interim General Counsel. He joined Cognizant in November 2019 as Senior Vice President and Deputy General Counsel, Global Commercial Contracts. Prior to joining Cognizant, he served as Global Head of Big Deals at Capgemini, U.S. Counsel for WNS Global Services and General Counsel for Travelport, a leading travel technology company, as well as a number of technology service companies. Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2025, evaluated Mr. Kim’s prior year performance and compensation information provided by Pay Governance for executives with similar responsibilities based on size and industry appropriate peer group and market data. Based on these considerations, the Compensation Committee determined that Mr. Kim’s target direct compensation for 2025 should remain consistent with his 2024 target annual amount of $4,900,000. The specific components of Mr. Kim’s 2025 target direct compensation were comprised of: (i) base salary of $800,000, (ii) ACI target of $800,000, (iii) PSUs of $1,650,000 and (iv) RSUs of $1,650,000. Realized compensation Mr. Kim’s realized compensation was slightly lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods, which was partially offset by the actual value of RSUs and PSUs that vested during 2025 and above-target payout of his 2025 ACI. His realized compensation for 2025 consisted principally of his base salary, 2025 ACI award payout at 169% of target, PSU vesting of approximately $271,000 (at approximately 28% of target) and quarterly vesting of RSUs in the aggregate amount of approximately $1,952,000. Target direct compensation (in thousands)

  158. Balu Ganesh Ayyar

    Key responsibilities and career highlights Mr. Ayyar has been our President - Asia Pacific & Japan and Industry Solutions Group (ISG) since February 2026. In his role, he is responsible for driving strategy, growth and strengthening the Company’s position and market presence across a dynamic geographic region in our industry while also leading the Company’s ISG, which focuses on building hyperspecialized, industry-led digital and AI solutions that help clients transform and modernize their businesses. Previously, he served as President - Intuitive Operations and Automation and Industry Solutions from April 2023 to February 2026. Prior to that, he was EVP and President, Intuitive Operations and Automation from July 2022 to April 2023 and EVP and President, Digital Operations, from August 2019 to June 2022. Prior to joining the Company, he was the CEO of Mphasis (a global IT services company listed in India), from 2009 to 2017. He was recognized as the CEO of the Year in 2016 by CEO Connections for his successful track record of transformation initiatives and market value enhancements. Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2025, evaluated Mr. Ayyar’s prior year performance, the Company’s growth and transformation initiatives and strategic priorities, and the compensation information provided by Pay Governance for executives with similar responsibilities in the Company’s peer group for 2025. Based on these considerations, the Compensation Committee determined that Mr. Ayyar’s target direct compensation for 2025 should remain consistent with his 2024 target annual amount of $3,166,000 (Mr. Ayyar’s compensation for 2025, including the specific components detailed below, did not change from 2024 amounts, but the USD target amounts shown for 2025 are higher than for 2024 due to a higher Singapore dollar to U.S. dollar exchange rate). The specific components of Mr. Ayyar’s 2025 target direct compensation were comprised of: (i) base salary of S$958,000 (Singapore dollar; approximately US$733,000), (ii) ACI target of S$958,000 (approximately US$733,000), (iii) PSUs of $850,000 and (iv) RSUs of $850,000. His ACI award was based 50% on the overall Company ACI metrics and targets, with the remaining 50% based on metrics and targets specific to the Intuitive Operations, Automation and Industry Solutions integrated practice: (a) 30% based on constant currency revenue growth of the integrated practice and (b) 20% based on integrated practice adjusted operating margin rate. Realized compensation Mr. Ayyar’s realized compensation was similar to his target direct compensation primarily because while his PSU grants are largely expected to vest in future periods, the difference was offset by the value of RSUs that vested during 2025 and above-target payout of his 2025 ACI. His realized compensation for 2025 consisted principally of his base salary, 2025 ACI award payout at 185% of target (based on the Company’s and his integrated practice’s 2025 performance), PSU vesting of approximately $217,000 (at approximately 28% of target) and quarterly vestings of RSUs in the aggregate amount of approximately $941,000. Target direct compensation (in thousands)

  159. RETIREMENT, DEATH AND DISABILITY POLICY

    | Eligibility | All employees at the vice president level and above | | | Retirement | Voluntary retirement upon: • At least 55 years of age; and • At least 10 years of service | | | Benefits | RSUs continue to settle on the originally scheduled vesting dates following departure (except in the event of (i) death, in which case the vesting and payment of RSUs accelerate and become immediately vested to the time of death, or (ii) disability, in which case RSUs eligible for the policy (as described below) settle on the originally scheduled vesting dates following departure and RSUs ineligible for the policy settle at the time of disability) • Applies only to equity awards granted on or after the adoption of the policy and at least 6 months before the individual’s termination of service PSU awards are prorated based on the portion of the performance measurement period during which the individual was employed before retirement, death or disability (actual performance continues to be assessed on the full original performance measurement period) ACI / annual bonus at the achieved level for the year during which the departure occurs for departures on or after July 1 of the year (prorated for portion of the year served) or for the prior year (if unpaid at the time of departure) Company-paid health benefits for a period of time following retirement or a departure due to disability | | | | • Executive vice president or above | 18 months | | | • Senior vice president | 12 months | | | • Vice president | 6 months | | Additional conditions | 3 months’ notice before retirement to allow for succession planning, execution of a release and compliance with non-competition and non-solicitation restrictions (subject to administrator discretion and where permitted by law) | |

  160. Equity grant practices

    Equity grant practices The Compensation Committee or the Board approves the grant of stock-based equity awards, such as PSUs and RSUs, at its regularly scheduled meetings or by written consent (to be effective on the date of the meeting or receipt of all signed consents, or a later date), with annual awards generally effective in late February or early March each year following the filing of the Company’s Annual Report on Form 10-K. In addition, the Compensation Committee has authorized, subject to various limitations, a committee comprised of members of the executive management team to grant stock-based equity awards to certain newly hired and existing employees (including in certain cases employees hired through acquisitions), excluding executive officers and certain other senior employees. None of the Board, Compensation Committee, or executive management team committee engage in any market timing with regards to the stock-based equity awards made to executive officers or other award recipients.

  161. Risk assessment

    Risk assessment The Compensation Committee believes that its approach to goal setting and setting of targets with payouts at multiple levels of performance assists in mitigating excessive risk-taking that could harm the Company’s value or reward poor judgment by executives. Several features of the Company’s compensation program reflect sound risk management practices. Notably, the Compensation Committee believes compensation has been allocated among cash and equity and short and long-term compensation elements in such a way as to not encourage excessive risk-taking, but rather to reward meeting strategic Company goals that enhance shareholder value. In addition, the Compensation Committee believes that the mix of equity award instruments used under the Company’s long-term incentive program (full value awards as well as the multi-year vesting of the equity awards) also minimize excessive risk-taking that might lead to short-term returns at the expense of long-term value creation. We also set stock ownership guidelines for our CEO and certain other members of senior leadership to help mitigate potential compensation risk (see page 69). Additionally, prior to determining the performance by the Company against the targets for performance-based compensation (ACI and PSUs granted prior to 2024), the Compensation Committee adjusts the targets for the impact of acquisitions completed during the performance period in order to discourage excessive risk-taking with respect to M&A transactions. In sum, the Compensation Committee believes that the Company’s compensation policies do not create risks that are reasonably likely to have a material adverse effect on the Company.

  162. Severance benefits

    Severance benefits We have entered into executive employment and non-disclosure, non-competition and invention assignment agreements (collectively, the “Employment Agreements”) with each of Mr. Kumar, Mr. Dalal, Mr. Kim, Mr. Gummadi and Mr. Ayyar under which certain payments and benefits would be provided should such NEO’s employment terminate under certain circumstances, including in connection with a change in control (see page 78). We believe that the Employment Agreements achieve two important goals crucial to our long-term financial success, namely, the long-term retention of our NEOs and their commitment to the attainment of our strategic objectives. These agreements allow our NEOs to continue to focus their attention on our business operations and strategic plans without undue concern over their own financial situations during periods when substantial disruptions and distractions, including a potential change in control, might otherwise prevail. We believe that severance packages under the Employment Agreements are fair and reasonable in light of market practices for executives of a similar level of experience as our NEOs, the level of dedication and commitment of our NEOs, the contributions our NEOs have made to our growth and financial success and the value we expect to receive from retaining the continued services of our NEOs, including during challenging transition periods following a change in control.

  163. Severance benefits

    | SENIOR EXECUTIVE CASH SEVERANCE POLICY | | The Board has adopted a Senior Executive Cash Severance Policy, which provides that the Company will not enter into any new employment agreement or severance or separation arrangement or agreement with any senior executive of the Company, or establish any new severance plan or policy covering any senior executive of the Company, 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 of such agreement, arrangement, plan or policy. | | NO TAX GROSS-UPS ON SEVERANCE BENEFITS | | None of the NEOs is entitled to any tax gross-up payments for any tax liability they incur with respect to severance benefits or other change in control-related payments. The material terms of the NEOs’ Employment Agreements and post-employment compensation are described in “Potential payments upon termination or change in control” starting on page 78. |

  164. Executive compensation tables

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Comp. | All Other Comp. | SEC Total | | Ravi Kumar CEO | 2025 | $1,300,000 | — | $15,824,498 | $4,394,000 | $13,950 | $21,532,448 | | | 2024 | $1,199,990 | — | $13,012,147 | $2,575,920 | $13,650 | $16,801,707 | | | 2023 | $966,036 | $750,000 | $20,252,245 | $585,224 | $9,900 | $22,563,405 | | Jatin Dalal CFO | 2025 | $825,000 | — | $4,848,082 | $1,394,250 | $13,950 | $7,081,282 | | | 2024 | $750,000 | $150,000 | $7,742,990 | $804,975 | $664,034 | $10,111,999 | | | 2023 | $60,096 | $150,000 | $3,077,457 | $18,203 | $47,958 | $3,353,714 | | Surya Gummadi President – Americas | 2025 | $800,005 | — | $3,835,194 | $984,000 | $13,450 | $5,632,649 | | | 2024 | $725,011 | — | $3,195,505 | $569,343 | $11,300 | $4,501,159 | | | 2023 | $650,000 | $750,000 | $2,787,355 | $102,960 | $10,050 | $4,300,365 | | John Kim Chief Legal Officer, Chief Administrative Officer and Corporate Secretary | 2025 | $800,000 | — | $3,431,385 | $1,352,000 | $13,950 | $5,597,335 | | | 2024 | $800,000 | — | $3,862,541 | $858,640 | $18,236 | $5,539,417 | | | 2023 | $700,000 | — | $3,220,248 | $212,030 | $12,950 | $4,145,228 | | Balu Ganesh Ayyar President – Asia Pacific & Japan and Industry Solutions Group | 2025 | $732,941 | — | $1,767,627 | $1,355,941 | $9,369 | $3,865,878 | | | 2024 | $716,860 | — | $1,757,936 | $693,276 | $8,781 | $3,176,853 | | | 2023 | $713,264 | — | $1,817,442 | $320,184 | $8,459 | $2,859,349 |

  165. Potential payments upon termination or change in control

    Potential payments upon termination or change in control Overview of potential payments

  166. CEO pay ratio

    CEO pay ratio We are required by SEC rules and regulations to disclose the annual total compensation for our CEO, an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for such median employee. As further described below, we have also included supplemental pay ratio information to show the ratios of the annual total compensation of our CEO to the annual total compensation of our median employee in the United States. The following table provides information, based on our reasonable estimates, about the relationship between the annual total compensation of Mr. Kumar and the annual total compensation of our median employees for the year ended December 31, 2025.

  167. CEO pay ratio

    | Category | Median Employee Annual Total Compensation | CEO Annual Total Compensation | Pay Ratio (CEO: median employee) | | CEO Pay to Worldwide Median Employee Pay (SEC-required pay ratio disclosure) | $45,138 | $21,532,448 | 477 : 1 | | CEO Pay to U.S. Median Employee Pay (Supplemental pay ratio information) | $140,739 | | 153 : 1 |

  168. CEO pay ratio

    Employees Included. The Company had approximately 351,600 employees as of December 31, 2025, with 256,900 in India, 41,600 in North America, 14,600 in Continental Europe, 7,800 in the United Kingdom and 30,700 in various other locations throughout the rest of the world. In identifying the worldwide median employee, we included all such employees, except for Mr. Kumar and approximately 25 employees of Matterway, a non-integrated business acquired during 2025. In identifying the U.S. median employee, we included all employees in the United States except for Mr. Kumar and employees of Matterway. We did not include any independent contractors or any employees who did not have earnings reported in 2025 in either calculation. Compensation Included. In identifying the median employees, we used the actual salary, bonus or ACI, as applicable, for 2025 (in each case annualized for full-time employees who joined during 2025 and estimated where final bonus amounts had not yet been determined as of the date of this filing (approximately 900 employees’ bonuses)) and the grant date fair value of PSUs and RSUs awarded during 2025 for each applicable employee as of December 31, 2025. Where there were multiple employees with the resulting median compensation, we calculated each such employee’s annual total compensation in the same manner as the “SEC Total” of compensation shown for Mr. Kumar in the “2025 Summary compensation table” on page 73. We used such annual total compensation to identify the median of such employees and for disclosure of median employee pay herein (averaged where the median fell between two employees). Currency Conversion. For employees receiving their compensation in a currency other than US$, we converted such compensation to US$ based on the 12-month average exchange rates for 2025. Cost-of-Living Adjustment. We applied a cost-of-living adjustment to the compensation of each of our employees residing in a jurisdiction other than Mr. Kumar’s principal work location (the United States) in order to adjust the compensation of such employees to the jurisdiction of Mr. Kumar’s principal work location. In making such cost-of-living adjustments for all employees not based in the United States, we used the cost-of-living index for the country in which the employee was based. Each such cost-of-living index, including that for India (18.9), the location of the worldwide median employee, was used to adjust the applicable compensation of employees to the cost-of-living index for the United States (68.8). All cost-of-living indexes used were as published by Numbeo.com for full-year 2025. Without application of a cost-of-living adjustment, and after otherwise utilizing the same process described above to identify the worldwide median employee, the worldwide median employee would have been a full-time, salaried employee located in India with annual total compensation of $14,136. The ratio of the annual total compensation of Mr. Kumar to such median employee’s annual total compensation was 1,523 : 1. Supplemental U.S. Median Employee Pay Ratio. The form and amount of Mr. Kumar’s annual total compensation is largely influenced by prevailing compensation practices in the United States and the competitive market for senior executive talent. While the market for such talent is global, given that the Company is a U.S.-headquartered, publicly traded company, we believe that it is useful to understand the relationship between the annual total compensation of Mr. Kumar and the annual total compensation of our median employees in the United States.

  169. Pay versus performance table

    Pay versus performance table The following table provides certain summary information concerning the relationship between executive “compensation actually paid” to our principal executive officer (“PEO”) and other NEOs and certain financial performance of the Company. The “compensation actually paid” does not necessarily reflect the value received or realized by our NEOs or how the compensation committee evaluates compensation decisions in light of Company performance. Information on the compensation realized by our NEOs can be found on pages 61 to 67. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation -- Compensation Discussion and Analysis” beginning on page 49. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  170. Pay versus performance table

    | | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Mr. Kumar | Mr. Humphries | Mr. Kumar | Mr. Humphries | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Share- holder Return | Peer Group Total Share- holder Return | Net Income (GAAP) ($M) | Revenue (GAAP) ($M) | | 2025 | $21,532,448 | — | $26,662,787 | — | $5,544,286 | $6,453,872 | $109.43 | $196.16 | $2,230 | $21,108 | | 2024 | $16,801,707 | — | $14,296,554 | — | $5,832,357 | $5,669,163 | $99.77 | $166.40 | $2,240 | $19,736 | | 2023 | $22,563,405 | $4,216,416 | $23,063,570 | $(11,121,997) | $4,217,441 | $3,122,360 | $96.44 | $133.10 | $2,126 | $19,353 | | 2022 | — | $17,943,894 | — | $(949,565) | $4,263,584 | $808,056 | $71.77 | $105.40 | $2,290 | $19,428 | | 2021 | — | $19,687,285 | — | $22,375,791 | $5,654,584 | $6,736,685 | $109.64 | $128.71 | $2,137 | $18,507 |

  171. Pay versus performance table

    Summary Compensation Table Total for PEO. Mr. Kumar served as our CEO for all of 2025 and 2024. During 2023, Mr. Kumar and Brian Humphries each served for a period of time as our CEO and Mr. Humphries was our CEO for 2021 and 2022. The dollar amounts shown in these two columns represent the “SEC Total” as set forth in the Summary compensation table. Compensation Actually Paid to PEO. The dollar amounts shown represent the amount of “compensation actually paid” to Mr. Kumar for 2025, as computed in accordance with Item 402 (v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Kumar. In accordance with these rules, these amounts reflect “SEC Total” as set forth in the 2025 Summary compensation table, adjusted as shown below. Equity values are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The methodology assumptions used to compute these values do not materially differ from those used at the time of grant.

  172. Pay versus performance table

    | Compensation actually paid to Mr. Kumar | 2025 | | Summary Compensation Table Total | $21,532,448 | | Less, value of Stock Awards reported in Summary Compensation Table | $(15,824,498) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $14,958,168 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $1,400,479 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $4,492,627 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $103,563 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation actually paid to PEO | $26,662,787 |

  173. Pay versus performance table

    Average Summary Compensation Table Total for Non-PEO NEOs. The dollar amounts shown represent the average of the amounts reported as “SEC Total” in the Summary compensation table for the Company’s NEOs as a group (excluding Mr. Kumar and Mr. Humphries) in each applicable year. For 2025 and 2024, our non-PEO NEOs are Mr. Dalal, Mr. Gummadi, Mr. Kim and Mr. Ayyar. For 2023, our non-PEO NEOs were Mr. Dalal, Jan Siegmund, Mr. Gummadi, Mr. Kim, Mr. Ayyar and Becky Schmitt. For 2022, our non-PEO NEOs were Mr. Siegmund, Mr. Gummadi, Mr. Ayyar, Mr. Kim, Greg Hyttenrauch and Ursula Morgenstern. For 2021, our non-PEO NEOs were Mr. Siegmund, Mr. Hyttenrauch, Mr. Kim and Rajesh Nambiar. Average Compensation Actually Paid to Non-PEO NEOs. The dollar amounts shown represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Kumar) for 2025, as computed in accordance with Item 402 (v) of Regulation S-K, and do not reflect the total compensation actually realized or received by such NEOs. In accordance with these rules, these amounts reflect “SEC Total” as set forth in the 2025 Summary compensation table, adjusted as shown below. Equity values are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The methodology assumptions used to compute these values do not materially differ from those used at the time of grant.

  174. Pay versus performance table

    | Average compensation actually paid to Non-PEO NEOs | 2025 | | Average Summary Compensation Table Total | $5,544,286 | | Less, average value of Stock Awards reported in Summary Compensation Table | $(3,470,572) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $3,107,430 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | $444,913 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $753,447 | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | $74,368 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | | Average compensation actually paid to non-PEO NEOs | $6,453,872 |

  175. Pay versus performance table

    Total Shareholder Return. Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. Peer Group Total Shareholder Return. The peer group used for this column is the S&P 500 Information Technology Sector Index (S51NFT). Cognizant Reported Revenue per US GAAP. We have presented revenue, calculated in accordance with U.S. GAAP, since revenue, as adjusted for currency fluctuations and acquisitions, is the most significant performance metric in the Company’s ACI and annual PSU awards granted prior to 2024 (annual PSU awards granted from 2024 onward tie performance to relative constant currency revenue growth compared to a set of peer companies). In the presentation, we have not adjusted the revenue amounts for acquisitions because there are differences in acquisitions required to be adjusted for ACI and each of the applicable annual PSU awards due to the timing of the target-setting process for each of the awards. Additionally, we have not adjusted the presented revenue amounts for impacts of currency as currency adjustments are relative to the applicable base year of measurement. Relationship between compensation actually paid and performance The table below reflects the relationship between the PEO and the average Other NEO compensation actually paid and the performance measures shown in the Pay versus performance table annually from 2021 to 2025. For each column below, the amount shown represents the percentage increase or percentage decrease in such item annually from 2021 to 2025; amounts for the relevant years used in such calculations are shown in the Pay versus performance table on page 82.

  176. Pay versus performance table

    | Period | Compensation Actually Paid to Mr. Kumar | Compensation Actually Paid to Mr. Humphries | Average Compensation Actually Paid to Other NEOs | Company TSR | Peer Group TSR | Net Income | Revenue | | 2024 to 2025 | 86.5% | — | 13.8% | 9.7% | 17.9% | (0.4%) | 7.0% | | 2023 to 2024 | (38.0%) | — | 81.6% | 3.5% | 25.0% | 5.4% | 2.0% | | 2022 to 2023 | — | (1,071.3%) | 286.4% | 34.4% | 26.3% | (7.2%) | (0.4%) | | 2021 to 2022 | — | (104.2%) | (88.0%) | (34.5%) | (18.1%) | 7.2% | 5.0% |

  177. Pay versus performance table

    The change in Compensation Actually Paid from 2021 to 2022 (a reduction of 104.2% for Mr. Humphries and an average reduction of 88.0% for the other NEOs) is largely due to the impact of the significant reduction in the Company’s stock price from $88.72 as of December 31, 2021 to $57.19 as of December 31, 2022 on the value of each NEO’s unvested equity awards. This reduction is reflected in the negative 34.5% Company TSR over such period. In contrast, from December 31, 2022 to December 31, 2023, the Company’s stock price increased from $57.19 to $75.53, as reflected in the Company TSR of 34.4%. However, during such period the Company’s revenue and net income suffered from macroeconomic challenges, resulting in relatively low ACI payouts. This reduced payout was offset by increases in the value of each NEO’s equity holdings, resulting in an average 286.4% increase in compensation actually paid to the non-PEO NEOs. In addition, the 1,071.3% decrease in Mr. Humphries’ compensation actually paid from 2022 to 2023 includes the impact of the forfeiture of approximately $15.5 million of equity grants in connection with the termination of his employment. The 38.0% decrease in Mr. Kumar’s compensation actually paid from 2023 to 2024 is largely due to certain one-time equity awards that he received when he assumed the CEO position in 2023, which significantly increased his 2023 compensation, including RSUs that were granted and vested in 2023. The increase in Compensation Actually Paid from 2024 to 2025 for Mr. Kumar and the other NEOs is largely due to the following factors: (1) the higher payout percentage under the Company’s ACI program as compared to 2024 (~74% increase for non-PEO NEOs), with a large portion of the increase resulting from the revenue metric paying out at significantly higher than target level, as reflected by the corresponding increase in revenue shown above; and (2) increase to the value of each NEO’s unvested equity awards due to an increase in the Company’s stock price from $76.90 as of December 31, 2024 to $83.00 as of December 31, 2025, as reflected by the corresponding increase in the Company’s TSR shown above, as well as higher trending performance of the Company’s PSU awards as compared to the prior year’s trending performance, including for PSUs tied to market conditions. As described in more detail in the section “Compensation – Compensation discussion and analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the foregoing descriptions of the relationships between information presented in the Pay versus performance table. Financial performance measures As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2025 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation -- Compensation discussion and analysis.” These measures are unranked.

  178. Pay versus performance table

    | • | Revenue, which is utilized in our ACI and certain PSUs as Revenue adjusted for currency fluctuations and acquisitions (as described on pages 54 to 58) | | • | Adjusted operating margin (as described on pages 54 and 57) | | • | Adjusted diluted earnings per share (as described on pages 55 and 58) | | • | Relative total shareholder return (as described on pages 55, 56 and 58) |