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

DEF 14A of Cognizant Technology Solutions Corp

Filed Apr 18, 2025 · FY20240001359948-25-000472

Open on EDGAR

  1. Cognizant Technology Solutions Corporation

    | 43 | Director compensation | | 43 | Discussion and analysis | | 44 | Director compensation vs. peer group | | 44 | Deferral of restricted stock units | | 45 | Director compensation table | | 46 | Compensation (Say-on-pay) | | 46 | PROPOSAL 2: Advisory vote to approve executive compensation (say-on-pay) | | 47 | Compensation discussion and analysis (CD&A) | | 48 | Compensation program objectives | | 50 | Compensation setting process | | 53 | Primary compensation elements | | 55 | Performance-based compensation – key performance metrics | | 56 | Performance-based compensation – performance by award | | 61 | Compensation by NEO | | 68 | Other elements of compensation | | 69 | Company policies impacting compensation | | 72 | Compensation Committee report | | 73 | Executive compensation tables | | 73 | 2024 Summary compensation table | | 75 | 2024 Grants of plan-based awards table | | 76 | Outstanding equity awards at fiscal year-end 2024 | | 78 | 2024 Stock vested table | | 78 | 2024 Pension benefits and non-qualified deferred compensation | | 79 | Potential payments upon termination or change in control | | 79 | Overview of potential payments | | 81 | Calculation of potential payments | | 82 | Equity compensation plan information | | 83 | CEO pay ratio | | 84 | Pay versus performance table |

  2. Cognizant Technology Solutions Corporation

    | 85 | Relationship Between Compensation Actually Paid and Performance | | 86 | Financial Performance Measures | | 87 | Audit matters | | 87 | PROPOSAL 3: Ratification of appointment of independent registered public accounting firm | | 87 | Independent auditor | | 87 | Review and engagement | | 87 | Annual meeting attendance | | 88 | Pre-approval policy and procedures | | 88 | Auditor fees | | 89 | Audit Committee report | | 90 | Shareholder proposal | | 90 | PROPOSAL 4: Support for special shareholder meeting improvement | | 90 | Shareholder proposal for the 2025 annual meeting | | 91 | The Board’s statement of opposition | | 93 | Shareholder proposals and nominees for the 2026 annual meeting | | 95 | Additional information | | 95 | Proxy statement and proxy solicitation | | 96 | Annual meeting Q&A | | 99 | Cognizant’s Annual Report on Form 10-K | | 100 | Forward-looking statements and non-GAAP financial measures | | 101 | Reconciliation to GAAP financial measures | | 102 | Helpful resources | | 102 | Links | | 102 | Contacts |

  3. Election of 13 directors

    Election of 13 directors Elect the following 13 directors to serve until the 2026 annual meeting of shareholders. See page 18 for additional information regarding this proposal.

  4. Election of 13 directors

    | | | Leadership roles / Committees | Key qualifications | | | Zein Abdalla, 66 Former President of PepsiCo Independent director since 2015 | • Chair, Governance and Sustainability Committee • Compensation and Human Capital Committee | • Operations management • Public company leadership • Public company governance | | | Vinita Bali, 69 Former CEO and Managing Director of Britannia Industries and Former VP, The Coca-Cola Company Independent director since 2020 | • Compensation and Human Capital Committee • Governance and Sustainability Committee | • International business development • Public company leadership • Public company governance | | | Eric Branderiz, 60 Former EVP and CFO of Enphase Energy Independent director since 2023 | • Audit Committee • Compensation and Human Capital Committee | • Operations management • Public company governance • Finance, accounting and risk management | | | Archana Deskus, 59 Former EVP and Chief Technology Officer of PayPal Independent director since 2020 | • Audit Committee • Compensation and Human Capital Committee • Finance and Strategy Committee | • Technology and consulting services • Innovation and security • Regulated industries | | | John M. Dineen, 62 Former President and CEO of GE Healthcare Independent director since 2017 | • Chair, Finance and Strategy Committee • Audit Committee | • Regulated industries • Operations management • Public company leadership | | | Ravi Kumar S, 53 CEO of Cognizant Director since 2023 | | • Technology and consulting services • Talent management • Public company leadership | | | Leo S. Mackay, Jr., 63 SVP, Ethics and Enterprise Assurance of Lockheed Martin Independent director since 2012 | • Chair, Compensation and Human Capital Committee • Audit Committee • Governance and Sustainability Committee | • Innovation and security • Regulated industries • Finance, accounting and risk management | | | Michael Patsalos-Fox, 72 Former Chairman, the Americas of McKinsey & Company and Former CEO of Stroz Friedberg Independent director since 2012 | • Compensation and Human Capital Committee • Finance and Strategy Committee | • Technology and consulting services • Talent management • Innovation and security |

  5. Election of 13 directors

    | | | Leadership roles / Committees | Key qualifications | | | Stephen J. Rohleder, 67 Former Group Chief Executive, North America and Chief Operating Officer of Accenture plc Independent director since 2022 | • Chair of the Board of Directors • Audit Committee • Finance and Strategy Committee • Governance and Sustainability Committee | • Technology and consulting services • Operations management • Public company leadership | | | Bram Schot, 63 Former Chairman and CEO of Audi AG Independent director since 2023 | • Finance and Strategy Committee • Governance and Sustainability Committee | • Operations management • International business development • Public company leadership | | | Karima Silvent, 51 Group Chief Human Resources Officer and Member of the Management Committee of AXA Independent director in 2024 | • Compensation and Human Capital Committee | • Talent management • Regulated industries • International business development | | | Joseph M. Velli, 67 Former Senior EVP and member of the Policy Committee of The Bank of New York Independent director since 2017 | • Audit Committee • Compensation and Human Capital Committee | • Technology and consulting services • Regulated industries • Operations management | | | Sandra S. Wijnberg, 68 Former CFO of Marsh & McLennan Companies and Former CAO of Aquiline Holdings Independent director since 2019 | • Chair, Audit Committee • Finance and Strategy Committee | • Technology and consulting services • Regulated industries • Finance, accounting and risk management |

  6. Election of 13 directors

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

  7. Election of 13 directors

    | • | 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 directors

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

  9. Election of 13 directors

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

  10. Election of 13 directors

    PROPOSAL 2

  11. Advisory vote to approve executive compensation (say-on-pay)

    | Cash | 2024 Target direct compensation | | • Base salary provides a stable source of cash income at competitive levels • Annual cash incentive (ACI) motivates and rewards achievement of short-term Company financial objectives Equity • Performance stock units (PSUs) incentivize shareholder return and reward achievement of long-term Company financial objectives and performance of our common stock • Restricted stock units (RSUs) reward continued service and long-term performance of our common stock | |

  12. Advisory vote to approve executive compensation (say-on-pay)

    Ambitious but attainable targets Our performance-based compensation utilizes performance goals that are designed to be ambitious but attainable. In 2024, ACI was paid at 107.3% of target (for corporate leaders; a portion of the business unit leaders’ results are derived from their business unit performance). Our 2022-2024 PSUs paid at approximately 28.1% of target. The low payout results from the more challenging macroeconomic environment that the Company has faced since the robust targets for the 2022-2024 PSUs were initially set. In response, beginning with the 2024-2026 PSUs, the Company made adjustments to the targets to focus more on relative performance against a selected group of peer companies. See page 54 for more information. In making its decisions regarding executive compensation for 2024, the Compensation Committee considered the significant level of shareholder support our executive compensation program received from shareholders in 2024 (92% support), 2023 (92% support) and prior years. PROPOSAL 3

  13. Board composition and accountability

    | Board leadership | Separate Board Chair and CEO positions; Mr. Rohleder has served as independent Chairman of the Board since January 2023 | | Board refreshment | Since 2020, the Board has elected seven new independent directors – Ms. Bali and Ms. Deskus in 2020, Mr. Rohleder in 2022, Mr. Branderiz, Nella Domenici (who subsequently resigned from the Board in January 2024 to pursue an outside opportunity) and Mr. Schot in 2023, and Ms. Silvent in 2024 | | Board self-evaluations | Annual Board and committee self-evaluations to increase Board effectiveness and inform future Board refreshment efforts | | Director independence | The Board has determined that all director nominees, other than the CEO, are independent | | Annual elections | All of our directors are elected annually | | Director overboarding policy and director time commitments | A director who serves as the named executive officer of the Company or any other public company is not permitted to serve on the board of more than one other public company in addition to our Board All other directors are generally not permitted to serve on the boards of more than three other public companies in addition to our Board Board members are expected to confirm that their existing and future commitments do not interfere with their service on Cognizant’s Board. The Governance and Sustainability Committee (the “Governance Committee”) annually reviews outside director time commitments to evaluate and confirm that all director nominees have demonstrated that they have committed and expect to commit appropriate time to serve effectively on the Board and its committees | | Change in job responsibilities | A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign | | Board committees | Each of our four committees consists solely of independent directors; each standing committee operates under a written charter, which is reviewed annually, and has been approved by the Board | | Committee refreshment | The Governance Committee and the Board periodically, and at least annually, evaluate, among other things, the committee assignments of directors and adjust committee membership as needed in order to effectively allocate the mix of skills and experiences on each committee | | Risk oversight | The Board works through its committees and senior management to exercise oversight of the enterprise risk management process | | Shareholder rights | | | Right to call special meeting | Shareholders holding a “net long position” of at least 10% of our outstanding shares of common stock for one year have the right to call a special meeting of shareholders, subject to certain limitations as set out in our by-laws | | Majority voting standard | Each of our directors is elected by a majority of the votes cast in uncontested elections | | Single voting class | The only class of stock entitled to be voted at the annual meeting is our common stock | | Shareholder engagement | We prioritize regular engagement with our shareholders regarding matters including strategy, management engagement with the Board, talent, company culture and workplace environment, executive compensation, corporate responsibility and corporate governance topics; in late 2024 and early 2025, Mr. Rohleder, as Board Chair, Mr. Mackay, as Chair of the Compensation and Human Capital Committee (the “Compensation Committee”), and Ms. Wijnberg, as Chair of the Audit Committee, participated in these meetings | | No poison pill | We do not have a poison pill or similar shareholder rights plan | | Cash severance policy | Our Senior Executive Cash Severance Policy provides that the Company will not enter into any new employment agreement or severance or separation arrangement or agreement with any Company senior executive, or establish any new severance plan or policy covering any Company senior executive, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the senior executive’s base salary plus target bonus for the year of termination, without seeking shareholder approval or ratification | | Proxy access | One or more shareholders holding at least 3% of our common stock for at least 3 years may submit director nominees for inclusion in the Company’s proxy statement for up to 25% of the Board or 2 directors, whichever is greater |

  14. Director nominees

    Director nominees Presented on the following pages are the 13 director nominees recommended by the Board for election at the 2025 annual meeting. Director attendance There were 13 meetings of the Board in 2024. Each director in 2024 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 2024 annual meeting, which was virtual, Mr. Kumar acted as Chair and all of the other 11 then-current non-employee directors attended virtually. Key governance practices

  15. Shareholder rights and engagement

    Shareholder rights and engagement

  16. Shareholder rights and engagement

    | | 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 |

  17. Board of Directors

    Board of Directors

  18. Board of Directors

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

  19. 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. In addition, the Board determined that Nella Domenici was an “independent director” while she served on the Board through her resignation on January 17, 2024. 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.

  20. 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:

  21. 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 | | • | 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 |

  22. 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.

  23. 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. The Board believes that the director nominees for 2025 have the right balance of skill sets, experiences and fresh perspectives to guide our management team in executing our long-term strategy for the benefit of our shareholders. Our nominees bring extensive and diverse business, financial, operating, regulatory and technology backgrounds from a variety of industries to our Board. We also have a good balance of tenures on our Board, with a mix of both newer directors and more long-standing directors who have in-depth and historical knowledge of our Company. Since 2020, we have brought seven new independent directors onto our Board (eight total new directors including Mr. Kumar).

  24. 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 independent directors or should be an employee of the Company. 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.

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

    | Zein Abdalla | 66 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. | |

  26. 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.

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

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

    | Vinita Bali | 69 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. | |

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

    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.

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

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

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

    | Eric Branderiz | 60 Independent Former Executive Vice President and Chief Financial Officer 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 | |

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

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

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

    | 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: 2023 | Current public company boards Fortive Corporation (FTV), a provider of essential technologies for connected workflow solutions across a range of end-markets | | | Since: 2023 2022 | Select other positions UNIVERS, a leading net zero technology provider – director AESC, a leading battery technology company – director | |

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

    | Archana Deskus | 59 Independent Former EVP and Chief Technology Officer of PayPal | | | | Director Since: 2020 Birthplace: India | Committees: Audit, Compensation and Human Capital, Finance and Strategy Education: Boston University – B.S. Rensselaer Polytechnic Institute – M.B.A. | |

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

    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.

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

    | 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: 2019 | Current public company boards East West Bancorp, Inc. (EWBC), the holding company for East West Bank, the largest independent bank in Southern California; also on the board of subsidiary East West Bank (since 2019) | | | Since: 2022 | Select other positions DataStax, a real-time data for artificial intelligence company – director | | | From: 2018-2020 2016-2017 2014-2017 | Select past positions Data Science Institute of the University of Houston – advisory board member IBM Global Technology Services – customer advisory board member Junior Achievement of Southeast Texas – board member | |

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

    | John M. Dineen | 62 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. | |

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

    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.

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

    | 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 | |

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

    | Ravi Kumar S | 53 CEO of Cognizant | | | | Director Since: 2023 Birthplace: India | Education: Shivaji University – B.E. Xavier Institute of Management, India – M.B.A. | |

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

    Ravi Kumar Singisetti (also referred to as Ravi Kumar S or Ravi Kumar) was appointed Chief Executive Officer of Cognizant in January 2023. In his role as CEO, Mr. Kumar sets the strategic direction of the Company, promotes Cognizant’s client-first culture, and focuses on ensuring sustainable growth and driving long-term shareholder value. He is a highly accomplished services industry executive with experience across digital transformation, traditional technology and engineering services, data and analytics, cloud and infrastructure, consulting and gen AI.

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

    | 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 brand of firms Senior consultant | | | Since: 2022 | Current public company boards TransUnion (TRU), a global information and insights company | | | From: 2021-2023 | Past public company director positions Digimarc Corporation (DMRC), company that provides digital watermarking solutions | | | Since: 2024 2024 2021 2020 | Select other positions World Economic Forum – Information and Communication Technologies Industry Community Chair 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 | |

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

    | Leo S. Mackay, Jr.| 63 Independent SVP, Ethics and Enterprise Assurance of Lockheed Martin | | | | Director Since: 2012 Birthplace: USA | Committees: Audit, Compensation and Human Capital (Chair), Governance and Sustainability Education: United States Naval Academy – B.S. Harvard University – M.P.P. Harvard University – Ph.D. Audit Committee financial expert | |

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

    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.

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

    | 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 (since 2016) 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: 2016-2023 | Select past positions USAA Federal Savings Bank, a federal savings bank – director | |

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

    | Michael Patsalos-Fox | 72 Independent Former Chairman, the Americas of McKinsey & Company and Former CEO of Stroz Friedberg | | | | Director Since: 2012 Birthplace: Cyprus | Committees: Compensation and Human Capital, Finance and Strategy Education: University of Sydney – B.S. International Institute for Management Development, Lausanne, Switzerland – M.B.A. | |

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

    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.

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

    | 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 | |

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

    | Stephen “Steve” J. Rohleder | 67 Independent Chair of the Board of Directors Former Group Chief Executive, North America and Chief Operating Officer of Accenture plc | | | | Director Since: 2022 Birthplace: USA | Committees: Audit, Finance and Strategy, Governance and Sustainability Education: University of Texas, Austin – B.B.A. | |

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

    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.

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

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

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

    | Abraham “Bram” Schot | 63 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 – Masters in Business Administration | |

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

    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.

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

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

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

    | Karima Silvent | 51 Independent Group Chief Human Resources Officer and 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 | |

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

    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.

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

    | Period | Relevant experience | Qualifications | | 2012 to Present | AXA SA, a French insurance company Group Chief Human Resources Officer (2017 - present) 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: 2019 2018 | Select other positions AXA Investment Managers, a global investment management firm headquartered in Paris that operates as the investment arm for AXA – director 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 | |

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

    | Joseph M. Velli | 67 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. | |

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

    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 and as CEO of ConvergEx Group.

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

    | 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 services Board Director (2014) Chairman and CEO (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 (now BNY Mellon) (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, 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 | |

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

    | Sandra S. Wijnberg | 68 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 | |

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

    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.

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

    | 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: 2021 2016 2016 | Current public company boards Hippo Holdings, Inc. (HIPO), a homeowners’ insurance company T. Rowe Price Group, Inc. (TROW), a global asset management firm Automatic Data Processing, Inc. (ADP), a provider of human resources management software and services | | | From: 2014-2016 2003-2016 | Select past positions Office of the Quartet, U.S. Department of State – Deputy Head of Mission, Jerusalem recruited to advance the Quartet’s Palestinian economic development mandate Tyco International plc (now Johnson Controls International plc) – director | |

  64. 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 • 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 • Undertaking a detailed review of our talent engagement efforts (see page 37) • Developing revised strategic initiatives and other design features for the 2025 ACI as described on page 53 • Monitoring management’s efforts to reduce and mitigate previously experienced high levels of attrition in our organization |

  65. 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.

  66. 2024 Non-employee director compensation structure

    2024 Non-employee director compensation structure

  67. 2024 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 | $25,000 | | Finance and Strategy Committee | $15,000 | $22,500 | | Governance and Sustainability Committee | $12,500 | $22,500 | | Annual RSU Award | Board Member | Board Chair | | | $220,000 | $270,000 |

  68. 2024 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.

  69. 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.

  70. Payment deferral elections

    Payment deferral elections Cash retainers, 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.

  71. 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 any 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 2024 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 2024. See “Peer group review” on page 50. 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 2024 annual meeting. Based on the 2024 analysis, the Board approved an increase to the annual cash retainer for the (i) chairs of the Finance Committee and the Governance Committee from $20,000 to $22,500 and (ii) members of the Governance Committee from $10,000 to $12,500.

  72. Reinvestment of dividend equivalents

    | Director stock ownership guidelines | 5x annual cash retainer | | 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, measured as of the time a director joins the Board, 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 7, 2025, 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. | |

  73. No hedging, short sales, margin accounts or pledging

    See “Hedging, short sale, margin account and pledging prohibitions” on page 69 for additional information on these restrictions. Deferral of restricted stock units In late 2023, non-employee directors were provided an option to elect to defer settlement of RSUs that were granted in 2024. The following table sets forth for 2024 the two deferral options available and the directors that elected such deferral options.

  74. No hedging, short sales, margin accounts or pledging

    | | 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 | Mackay, Rohleder, Wijnberg | | Option 2 | Immediate settlement | 1/3rd settles on each of next three July 1st | Branderiz, Dineen |

  75. No hedging, short sales, margin accounts or pledging

    Director compensation table The following table sets forth certain information regarding the compensation of each of our non-employee directors who served during 2024. The table also sets forth the aggregate number of RSUs held by each such non-employee director on December 31, 2024. Nella Domenici resigned from the Board on January 17, 2024 to pursue an outside opportunity and, accordingly, did not receive any compensation in 2024. Additionally, upon her resignation, she forfeited all outstanding RSUs, with no vesting of any awards.

  76. No hedging, short sales, margin accounts or pledging

    | | 2024 Director Compensation | | | Aggregate Number of Stock Awards Outstanding | | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | | Zein Abdalla | $137,500 | $219,968 | $357,468 | 3,391.69 | | Vinita Bali | $127,500 | $219,968 | $347,468 | 3,391.69 | | Eric Branderiz | $135,000 | $219,968 | $354,968 | 7,972.66 | | Archana Deskus | $150,000 | $219,968 | $369,968 | 3,391.69 | | John M. Dineen | $142,500 | $219,968 | $362,468 | 26,814.82 | | Nella Domenici (resigned January 17, 2024) | — | — | — | — | | Leo S. Mackay, Jr. | $157,500 | $219,968 | $377,468 | 7,988.98 | | Michael Patsalos-Fox | $130,000 | $219,968 | $349,968 | 9,082.70 | | Steve Rohleder | $297,500 | $269,961 | $567,461 | 24,939.78 | | Bram Schot | $127,500 | $219,968 | $347,468 | 3,391.69 | | Karima Silvent | $101,041 | $197,655 | $298,696 | 2,839.51 | | Joseph M. Velli | $135,000 | $219,968 | $354,968 | 3,391.69 | | Sandra S. Wijnberg | $150,000 | $219,968 | $369,968 | 24,330.49 |

  77. No hedging, short sales, margin accounts or pledging

    Fees Earned or Paid in Cash. Mr. Rohleder elected to receive DSUs in lieu of his 2024 Board and committee cash fees, resulting in a grant of 4,552 DSUs with a grant date fair value of $65.35 per share on June 4, 2024. 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 723 shares with a grant date fair value of $65.35 per share on June 4, 2024. Mr. Schot elected to receive his annual cash retainer in the form of fully vested shares of common stock in lieu of cash, resulting in a grant of 1,951 shares with a grant date fair value of $65.35 per share on June 4, 2025. The number of shares reported herein for Mr. Schot do not reflect the withholding of shares for the payment of taxes. The value of such shares is included in this column together with the cash value paid in lieu of issuing any fractional shares. The Stock Awards column represents the aggregate grant date fair value of RSUs granted in the 2024 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 Ms. Domenici, who did not receive any compensation for 2024 due to her resignation, Ms. Silvent, who was not a director as of the date of the 2024 annual meeting, and Mr. Rohleder, received an award of 3,366 RSUs with a grant date fair value of $65.35 per share on June 4, 2024. As Board Chair, Mr. Rohleder received an award of 4,131 RSUs with a grant date fair value of $65.35 per share on June 4, 2024. Ms. Silvent received an award of 2,818 RSUs at the time of her appointment to the Board with a grant date fair value of $70.14 on July 11, 2024. 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 2024 Annual Report. The Aggregate Number of Stock Awards Outstanding column includes the RSUs granted in 2024 which remained unvested as of December 31, 2024, 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 2024 and prior years held by Mr. Branderiz (4,490), Mr. Dineen (22,958), Mr. Mackay (4,506), Mr. Patsalos-Fox (5,578), Mr. Rohleder (20,421) and Ms. Wijnberg (20,523) 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 (25.69), Ms. Bali (25.69), Mr. Branderiz (116.66), Ms. Deskus (25.69), Mr. Dineen (490.82), Mr. Mackay (116.98), Mr. Patsalos-Fox (138.70), Mr. Rohleder (387.78), Mr. Schot (25.69), Ms. Silvent (21.51), Mr. Velli (25.69) and Ms. Wijnberg (441.49) (see page 43 for additional information). Compensation (Say-on-pay) PROPOSAL 2

  78. 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 53 Use appropriate peer groups and market data when establishing compensation. See page 50 Retain an independent external compensation consultant (Pay Governance). See page 50 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 79 | 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 |

  79. 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 53 to 54). | 2024 ACI (Corporate) 2024-2026 PSUs |

  80. 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 54). 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 |

  81. 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 53 to 54). | Performance -based | Long-term equity |

  82. 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 2024 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data. Our 2024 peer group was comprised of 18 technology, software and professional service companies selected based on industry, comparable business operations and scale (see page 50). | Peer group positioning |

  83. Compensation setting process

    Compensation setting process Compensation consultant For 2024, 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 2024, 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 2024 target direct compensation and other compensation of our NEOs was set with reference to a peer group determined by the Compensation Committee in late 2023. This peer group was comprised of 18 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 2024 peer group was comprised of the same companies as the peer group for 2023. Data in the chart below was reviewed by the Compensation Committee in late 2023 for 2024 compensation decisions.

  84. 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 2024 executive compensation program followed the same compensation structure as the 2023 executive compensation program.

  85. 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 2024, NEO target direct compensation included base salary, an ACI opportunity, and 2024-2026 PSUs and RSUs.

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

    | • | Annual bonus amounts under the 2024 ACI program | | | | • | 107.3% for corporate leaders | | | • | 78.5% for Mr. Gummadi and 96.7% for Mr. Ayyar, as a portion of the business unit and integrated practice leaders’ 2024 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 2022-2024 PSUs (3-year) granted in 2022 (payout at approximately 28.1%) | | | • | final achievement and payout for Mr. Dalal’s one-year new hire PSUs granted in 2024 (payout at approximately 117.9%) | | | • | for in-cycle grants that have yet to pay out separately, the Compensation Committee determined payout/achievements for the 2023-2025 PSUs granted in 2023 with respect to the revenue and adjusted diluted EPS components for the 2024 performance year (approximately 0% and 66.6%, respectively) | | | • | Beginning with the 2024-2026 PSUs granted in 2024, 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 performance period on December 31, 2026. |

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

    | Our NextGen program and ACI and PSU achievement In the second quarter of 2023, we initiated the NextGen program aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment. Our drive for simplification includes operating with fewer layers in an effort to enhance agility and enable faster decision-making. We completed our NextGen program at the end of 2024 and incurred a total of $363 million in costs relating to the program. While these costs negatively impacted our 2023 and 2024 GAAP operating margin and GAAP diluted EPS, they were excluded from our 2023 and 2024 adjusted operating margin and 2023 and 2024 adjusted diluted EPS. These adjusted metrics are included in the components we use to determine ACI and PSU payouts. This approach aligns with our internal management reporting and budgeting processes. Our non-GAAP financial measures, reported externally, exclude unusual items like NextGen charges. Management believes providing investors with an operating view that mirrors how we manage the Company enhances transparency into our results. 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 100 for more information. |

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

    Motivate and reward based on short-term Company objectives The Compensation Committee designed our 2024 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:

  89. 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 development, advancing our Synapse Initiative and promoting an inclusive workforce; these goals collectively comprise a total of 10% of the ACI opportunity. |

  90. 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), 60% of the award was based on performance of the applicable business unit – 35% business unit revenue and 25% business unit profit – and 40% of the award was based on overall Company performance. The maximum award each NEO could receive was 190% 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 3% increase prior to adjusting for acquisitions for revenue compared to 2023 actual results. For adjusted operating margin, target reflected a 20 basis point increase prior to adjusting for acquisitions due to continuing economic uncertainty across the industry. 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 56 for further details. Restricted stock units (RSUs)

  91. 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 amounts for 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)

  92. 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 Similar to our 2024 ACI program, due to multi-year goal-setting challenges in the uncertain economic environment across the industry in early 2024, the Compensation Committee approved a new design for the 2024-2026 PSUs that increases the emphasis on relative performance against 10 peer companies (rather than an absolute revenue performance goal in prior years). The shift to focus more on relative performance was also in line with investor feedback from our shareholder engagement efforts. The new awards balance 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 2024-2026 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:

  93. 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 2026 target requiring significant growth over the Company’s 2023 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. |

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

    The 2024-2026 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 2027 (following completion of the three-year performance period) and payment will be made no later than March 15, 2027. The Compensation Committee established the 2024-2026 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 55 and 57 to 61 for further details.

  95. New hire PSU awards to Mr. Dalal

    New hire PSU awards to Mr. Dalal In connection with the appointment of Mr. Dalal as the CFO of the Company, which became effective on December 4, 2023, on February 28, 2024 the Compensation Committee granted Mr. Dalal (1) PSUs vesting over a one-year period with a target value of $1,850,000 to assist in reaching his PSU target compensation for 2024 and (2) PSUs vesting over a two-year period with a target value of $1,850,000 to assist in reaching his PSU target compensation for 2025. These PSUs follow the design of the 2024-2026 PSUs, with the relative revenue growth and adjusted diluted EPS targets and the calculation of the TSR target achievement set to account for the shorter performance periods. In early March, the Compensation Committee certified final achievement and payout for the one-year PSUs (payout at approximately 117.9%). The two-year PSUs will vest upon the certification of the performance by the Compensation Committee in early 2026 and payment will be made no later than March 15, 2026.

  96. 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 2024 or early 2025.

  97. Performance-based compensation – key performance metrics

    | REVENUE, because strong consistent revenue growth is a key company objective (In billions) | ADJUSTED OPERATING MARGIN, because expanding operating margin is a key company objective | ADJUSTED DILUTED EARNINGS PER SHARE (EPS), because increased profitability is a key company objective | | | | |

  98. Performance-based compensation – key performance metrics

    Note: In 2023 we incurred costs relating to our NextGen program totaling $229 million, with an additional $134 million in costs incurred in 2024. While these costs negatively impacted our GAAP operating margin and GAAP diluted EPS for those two years, they were excluded from our adjusted operating margin and adjusted diluted EPS, which form the basis for certain metrics in our performance-based compensation. 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 100 for more information.

  99. 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, although the peer groups for comparison of relative TSR vary. Shown below is the 3-year cumulative TSR on our common stock against the cumulative TSR of the S&P 500 Index and the S&P 500 Information Technology Index. The Company recognizes that its relative TSR performance has not met expectations. Our relative TSR under our 2021-2023 PSUs placed us at the 22.4th percentile of the relevant peer group, resulting in no payout for the relative TSR portion of the award. However, performance under the 2022-2024 PSUs (38.8th percentile among the relevant peer group) and trending performance under the 2023-2025 PSUs (66.7th percentile for the first two years of the performance period among the relevant peer group) show improvement. For information on the relevant TSR peer groups for our PSU awards, see pages 57 to 61.

  100. 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, (1) revenue targets for 2022-2024 PSUs and 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, targets for the ACI and 2022-2024 and 2023-2025 PSUs presented herein were adjusted, as applicable, as follows: |

  101. Presentation notes

    2024 Annual cash incentive (ACI) ACI awards were granted by the Compensation Committee on February 28, 2024, cover a performance period of January 1 through December 31, 2024 and were paid on March 14, 2025. Our 2024 ACI had the same design as the prior year with a large portion of the award tied to our revenue growth target; however, 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 (i.e., 90% to 100% for revenue and 95% to 100% for adjusted operating margin, as noted in the chart below). Information regarding the weighting, targets and performance on our 2024 ACI metrics is shown below. See pages 50 through 53 for further detail regarding how the targets for each metric were set. Prior to determining the Company’s performance against the targets for 2024, the Compensation Committee (1) adjusted the revenue threshold, target and maximum levels 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) adjusted both the revenue and adjusted operating margin threshold, target and maximum levels to account for the amount of revenue and operating margin derived from acquisitions completed during 2024 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 2024 as well as overall execution of strategic initiatives, including the number of both Bluebolt and gen AI ideas generated and implemented, efforts made to promote an inclusive workplace and the number of people who participated in various Synapse skilling programs, and determined that a payout of 100% of target was appropriate.

  102. 2022-2024 Performance stock units (PSUs)

    2022-2024 Performance stock units (PSUs) 2022-2024 PSUs were granted by the Compensation Committee on March 1, 2022, had a 3-year performance period of January 1, 2022 through December 31, 2024, and were settled at approximately 28.1% of target on March 17, 2025. 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:

  103. 2022-2024 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 set upfront in March 2022 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 2022 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 in the S&P 500 Information Technology Index plus Capgemini, Tata Consulting Services, Infosys, Wipro, HCL, CGI, EPAM Systems and Genpact |

  104. 2022-2024 Performance stock units (PSUs)

    Prior to determining the performance by the Company against the revenue and adjusted diluted EPS targets for each year, the Compensation Committee adjusted (1) the revenue threshold, target and maximum levels 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 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.

  105. 2022-2024 Performance stock units (PSUs)

    | | | | Threshold (50% earned) | Target (100% earned) | Maximum (200% earned) | Component Achievement | Achievement earned | | | | Year 1 (2022) | | | | 61.0% | | | Revenue (in billions) | | Year 2 (2023) | | | | 0.0% | | | | | Year 3 (2024) | | | | 0.0% | | | | | Year 1 (2022) | | | | 0.0% | 28.1% | | Adjusted diluted EPS | | Year 2 (2023) | | | | 0.0% | | | | | Year 3 (2024) | | | | 0.0% | | | Relative TSR | | | | | | 71.9% | |

  106. 2022-2024 Performance stock units (PSUs)

    Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 100 for more information.

  107. 2024 (one-year) PSUs granted to CFO

    2024 (one-year) PSUs granted to CFO In connection with the hiring of Mr. Dalal as the Company’s CFO, the Company agreed to grant him one-year and 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. Granting one- and two-year performance-based awards in lieu of additional time-based equity awards also helps strengthen alignment between shareholder interests and our new CFO. The structure of such awards is largely similar to the three-year awards, including use of the same peer groups for the relative revenue growth and relative TSR portions of the award (described on page 54 and below on page 60), except that performance periods are for one year (January 1, 2024 to December 31, 2024) and two years (January 1, 2024 to December 31, 2025), respectively, and the calculation of the TSR achievement component takes into account the shorter performance periods. Targets and payouts on the one-year PSUs (the “2024 PSUs”), which vested and were paid in March 2025, are set out below. Specifically 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 7th or 8th place target was a suitable goal for the 2024 PSUs.

  108. 2024 (one-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)* | 10th | 7th or 8th | 1st | 6th | 110.0% | 117.9% | | Adjusted Diluted EPS** (25% weighting) | $4.41 | $4.59 | $4.77 | $4.75 | 188.9% | | | Relative TSR (25% weighting) | 30th %ile | 50th %ile | 80th %ile | 35th %ile | 62.9% | |

  109. 2024 (one-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. Based on the actual results for 2024, 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 100 for more information. |

  110. Performance on outstanding PSUs

    Performance on outstanding PSUs Our 2023-2025 PSUs are structured similarly to the 2022-2024 PSUs described above, with three year performance periods and similar metrics. However, in setting the performance targets for the 2023-2025 PSUs, in order to better align with market practices, the Compensation Committee approved a different peer group consisting of the S&P 500 Index. Except for relative TSR, targets are set at the beginning of the 3-year performance period as a percentage increase over prior year results (so the exact target is not known until after the end of the prior year). Prior to determining the performance by the Company against the revenue and adjusted diluted EPS targets for each year, the Compensation Committee adjusted, and expects to adjust for 2025, (1) the revenue threshold, target and maximum levels 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 by the amount of revenue and 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. Performance on such awards for which at least a full calendar year of the performance period has been completed are tracking below target as follows:

  111. Performance on outstanding PSUs

    | | Metric | Year | Threshold | Target | Maximum | % of Achievement Earned | | | Revenue (in billions) | Year 1 (2023) | | | | 0% | | | | Year 2 (2024) | | | | 0% | | | | Year 3 (2025) | | | | | | 2023-2025 PSUs | Adjusted Diluted EPS | Year 1 (2023) | | | | 76% | | | | Year 2 (2024) | | | | 67% | | | | Year 3 (2025) | | | | | | | Relative TSR | 3-year period | | | | |

  112. Performance on outstanding PSUs

    Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 100 for more information. The Company has provided 2024 interim results for the relative TSR portion of the 2023-2025 PSUs for informational purposes only. The two-year results shown may not be indicative of the Company’s performance over the longer three-year performance period. The Compensation Committee approved a new design for the 2024-2026 PSUs that increases the emphasis on relative performance (versus absolute performance) against 10 peers comprised of Accenture plc, Cap Gemini SE, CGI Inc., DXC Technology Company, EPAM Systems, Inc., Genpact Limited, HCL Technologies Limited, Infosys Limited, Tata Consultancy Services Ltd. and Wipro Limited (“Wipro”). 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. In addition, Mr. Dalal received a two-year PSU award that covers 2024-2025, with two-year performance criteria that use the same peer groups for the relative revenue growth and relative TSR portions of the award. Targets on the 2024-2026 PSUs and Mr. Dalal’s 2024-2025 two-year new hire PSUs include the following:

  113. Performance on outstanding PSUs

    | | | (Three-year targets) | | | Interim results as of 12/31/2024 (Informational only) | | | Metric | Threshold | Target | Maximum | | | 2024-2026 PSUs | Relative revenue growth (ranking among peer group for performance period)* | 8th | 5th or 6th | 1st | 6th | | | 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 | | | $4.75 | | | Relative TSR | 30th %ile | 50th %ile | 80th %ile | 38th %ile |

  114. Performance on outstanding PSUs

    | | | (Two-year targets) | | | Interim results as of 12/31/2024 (Informational only) | | | Metric | Threshold | Target | Maximum | | | 2024-2025 PSUs (CFO two-year new hire PSUs) | Relative revenue growth (ranking among peer group for performance period)* | 9th | 6th or 7th | 1st | 6th | | | Adjusted diluted 2025 EPS** | Two-year target set based on same process as described above for the 2024-2026 PSUs, without the additional 2025-2026 projection | | | $4.75 | | | Relative TSR | 30th %ile | 50th %ile | 80th %ile | 35th %ile |

  115. 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: |

  116. 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 |

  117. Performance on outstanding PSUs

    | ** Adjusted diluted EPS is not a measurement of financial performance prepared in accordance with GAAP. See page 100 for more information. |

  118. Performance on outstanding PSUs

    The Company’s performance for 2024 is shown above in the discussion of Mr. Dalal’s 2024 PSUs. Additionally, the Company has provided 2024 interim results under the 2024-2026 PSUs and Mr. Dalal’s 2024-2025 two-year new hire PSUs for informational purposes only. The one-year results shown may not be indicative of the Company’s performance over the longer two-year and three-year 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, 2024 of 19.8%, 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.

  119. Additional views of compensation

    | | Target direct compensation Theoretical compensation utilized to review, evaluate and make decisions regarding NEO compensation | Realized 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 | | Bonus | | Dalal only: $150,000 as the remaining portion of his $300,000 cash sign-on bonus | | Other | | Costs of miscellaneous benefits provided to our NEOs. See All other compensation table on page 74 for additional information |

  120. Realized compensation

    Realized compensation Mr. Kumar’s realized compensation was significantly lower than his target direct compensation primarily because his 2024 PSU grants are scheduled to vest, subject to the satisfaction of performance criteria, in future periods. His 2024 realized compensation consisted principally of his base salary, 2024 ACI award payout at 107.3% of target and quarterly vestings of RSUs in the aggregate amount of approximately $4,492,000. Target direct compensation (in thousands)

  121. Committee assessment and target direct compensation

    Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2024, 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 2024 should be $5,200,000, comprised of: (i) base salary of $750,000, (ii) ACI target of $750,000, (iii) PSUs of $1,850,000 and (iv) RSUs of $1,850,000.

  122. Realized compensation

    Realized compensation Mr. Dalal’s realized compensation was similar to his target direct compensation and consisted principally of his base salary, 2024 ACI award payout at 107.3% of target, quarterly vestings of RSUs in the aggregate amount of approximately $2,760,000, cash sign-on bonus of $150,000 and certain other items of compensation not included in calculating his target direct compensation of approximately $664,000 (see page 74 for more information on the other items of compensation). Target direct compensation (in thousands)

  123. Committee assessment and target direct compensation

    Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2024, 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 2024 should be increased to $4,900,000 (29% increase vs. 2023) to reflect significant additional responsibilities that he took on, including overseeing the Company’s corporate security functions, as well as helping to facilitate the success of the Company’s new CEO and CFO. The specific components of Mr. Kim’s 2024 target direct compensation were comprised of: (i) base salary of $800,000 (14% increase vs. 2023), (ii) ACI target of $800,000 (14% increase vs. 2023), (iii) PSUs of $1,650,000 (38% increase vs. 2023) and (iv) RSUs of $1,650,000 (38% increase vs. 2023).

  124. Realized compensation

    Realized compensation Mr. Kim’s realized compensation was lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods. His realized compensation for 2024 consisted principally of his base salary, 2024 ACI award payout at 107.3% of target, PSU vesting of approximately $930,000 and quarterly vesting of RSUs in the aggregate amount of approximately $1,775,000. Target direct compensation (in thousands)

  125. Committee assessment and target direct compensation

    Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2024, 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 2024. Based on these considerations, the Compensation Committee determined that Mr. Gummadi’s target direct compensation for 2024 should be increased to $4,250,000 (21% increase vs. 2023) to reflect Mr. Gummadi’s efforts to create momentum for the Company despite market conditions as well as his Company stewardship as demonstrated by his role in leading certain enterprise-wide initiatives. The specific components of Mr. Gummadi’s 2024 target direct compensation were comprised of: (i) base salary of $725,000 (12% increase vs. 2023), (ii) ACI target of $725,000 (12% increase vs. 2023), (iii) PSUs of $1,400,000 (27% increase vs. 2023) and (iv) RSUs of $1,400,000 (27% increase vs. 2023). His ACI award was based 40% on the overall Company ACI metrics and targets like the other NEOs, with the remaining 60% based on metrics and targets specific to the Americas business unit: (a) 35% based on constant currency revenue growth of the Americas business unit and (b) 25% based on Americas business unit profit.

  126. Realized compensation

    Realized compensation Mr. Gummadi’s realized compensation was lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods and because his 2024 ACI award payout amount was lower than the target amount. His 2024 realized compensation consisted principally of his base salary, 2024 ACI award payout at 78.5% of target (based on the Company’s and his business unit’s 2024 performance), PSU vestings in the aggregate amount of $401,000 and quarterly vestings of RSUs in the aggregate amount of approximately $2,136,000. Target direct compensation (in thousands)

  127. Committee assessment and target direct compensation

    Committee assessment and target direct compensation The Compensation Committee, at its meeting in February 2024, 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 2024. Based on these considerations, the Compensation Committee determined that Mr. Ayyar’s target direct compensation for 2024 should be $3,134,000, comprised of: (i) base salary of S$958,000 (Singapore dollar; approximately US$717,000), (ii) ACI target of S$958,000 (approximately US$717,000), (iii) PSUs of $850,000 and (iv) RSUs of $850,000. His ACI award was based 40% on the overall Company ACI metrics and targets like the other NEOs, with the remaining 60% based on metrics and targets specific to the Intuitive Operations, Automation and Industry Solutions business unit: (a) 35% based on constant currency revenue growth of the integrated practice and (b) 25% based on integrated practice profit.

  128. Realized compensation

    Realized compensation Mr. Ayyar’s 2024 realized compensation was similar to his target direct compensation and consisted principally of his base salary, 2024 ACI award payout at approximately 96.7% of target (based on the Company’s and his integrated practice’s 2024 performance), PSU vesting of approximately $690,000 and quarterly vestings of RSUs in the aggregate amount of approximately $970,000. Target direct compensation (in thousands)

  129. 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) | |

  130. 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. In 2024, we did not grant stock options; however, when granted, it is the Company’s policy that all stock option grants, whether made by the Board, the Compensation Committee or the executive committee, have an exercise price per share equal to the fair market value of our common stock based on the closing market price per share on the grant date.

  131. 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.

  132. 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 79). 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.

  133. SENIOR EXECUTIVE CASH SEVERANCE POLICY

    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.

  134. NO TAX GROSS-UPS ON SEVERANCE BENEFITS

    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 79.

  135. 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 | 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 | 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 | | John Kim Chief Legal Officer, Chief Administrative Officer and Corporate Secretary | 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 | | | 2022 | $650,000 | — | $2,103,059 | $501,891 | $9,150 | $3,264,100 | | Surya Gummadi President, Americas | 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 | | | 2022 | $522,417 | $647,989 | $3,256,748 | — | $7,000 | $4,434,154 | | Ganesh Ayyar President, Intuitive Operations and Automation and Industry Solutions | 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 | | | 2022 | $641,636 | — | $1,947,476 | $938,041 | $7,403 | $3,534,556 |

  136. Potential payments upon termination or change in control

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

  137. 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, 2024.

  138. 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) | $44,497 | $16,801,707 | 378 : 1 | | CEO Pay to U.S. Median Employee Pay (Supplemental pay ratio information) | $139,355 | | 121 : 1 |

  139. CEO pay ratio

    Employees Included. The Company had approximately 336,800 employees as of December 31, 2024, with 241,500 in India, 42,800 in North America, 15,700 in Continental Europe, 8,200 in the United Kingdom and 28,600 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 6,700 employees of Belcan, a non-integrated business acquired during 2024. In identifying the U.S. median employee, we included all employees in the United States except for Mr. Kumar and employees of Belcan. We did not include any independent contractors or any employees who did not have earnings reported in 2024 in either calculation. Compensation Included. In identifying the median employees, we used the actual salary, bonus or ACI, as applicable, for 2024 (in each case annualized for full-time employees who joined during 2024 and estimated where final bonus amounts had not yet been determined as of the date of this filing (approximately 700 employees’ bonuses)) and the grant date fair value of PSUs and RSUs awarded during 2024 for each applicable employee as of December 31, 2024. 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 “2024 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 2024. 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, we used the cost-of-living index for the country in which the employee was based for all employees not based in the United States. Each such cost-of-living index, including that for India (22.9), 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 (74.20). All cost-of-living indexes used were as published by Numbeo.com for full-year 2024. 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 $14,640. The ratio of the annual total compensation of Mr. Kumar to such median employee’s annual total compensation was 1,148 : 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.

  140. 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 47. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  141. 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) | | 2024 | $16,801,707 | — | $14,296,554 | — | $5,832,357 | $5,669,163 | $133.62 | $299.72 | $2,240 | $19,736 | | 2023 | $22,563,405 | $4,216,416 | $23,063,570 | $(11,121,997) | $4,217,441 | $3,122,360 | $129.16 | $219.40 | $2,126 | $19,353 | | 2022 | — | $17,943,894 | — | $(949,565) | $4,263,584 | $808,056 | $96.12 | $139.00 | $2,290 | $19,428 | | 2021 | — | $19,687,285 | — | $22,375,791 | $5,654,584 | $6,736,685 | $146.84 | $193.58 | $2,137 | $18,507 | | 2020 | — | $13,807,940 | — | $21,897,726 | $7,511,754 | $8,998,439 | $133.93 | $143.89 | $1,392 | $16,652 |

  142. Pay versus performance table

    Summary Compensation Table Total for PEO. Mr. Kumar served as our CEO for all of 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 2020, 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 2024, 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 2024 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.

  143. Pay versus performance table

    | Compensation actually paid to Mr. Kumar | 2024 | | Summary Compensation Table Total | $16,801,707 | | Less, value of Stock Awards reported in Summary Compensation Table | $(13,012,147) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $11,250,432 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $1,200,949 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(1,991,124) | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $46,737 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation actually paid to PEO | $14,296,554 |

  144. 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 2024, our non-PEO NEOs are Mr. Dalal, Mr. Kim, Mr. Gummadi 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. For 2020, our non-PEO NEOs were Mr. Siegmund, Karen McLoughlin, Ms. Schmitt, Malcolm Frank and Matthew Friedrich. 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 2024, 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 2024 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.

  145. Pay versus performance table

    | Average compensation actually paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table Total | $5,832,357 | | Less, average value of Stock Awards reported in Summary Compensation Table | $(4,139,743) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $3,710,671 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | $435,288 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(179,022) | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | $9,612 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | | Average compensation actually paid to non-PEO NEOs | $5,669,163 |

  146. 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, 2019. Beginning with this year’s proxy statement, we have updated our TSR values to align with the values reported in our Annual Report on Form 10-K, which has resulted in minor changes to the TSR values from those provided in prior proxy statements. Peer Group Total Shareholder Return. The peer group used for this column is the S&P 500 Information Technology Sector Index (S51NFT). Beginning with this year’s proxy statement, we have updated our TSR values to align with the values reported in our Annual Report on Form 10-K, which has resulted in minor changes to the peer group TSR values from those provided in prior proxy statements. 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 in 2024 and 2025 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 2020 to 2024. For each column below, the amount shown represents the percentage increase or percentage decrease in such item annually from 2020 to 2024; amounts for the relevant years used in such calculations are shown in the Pay versus performance table on page 84.

  147. 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 | | 2023 to 2024 | (38.0%) | — | 81.6% | 3.5% | 36.6% | 5.4% | 2.0% | | 2022 to 2023 | — | (1,071.3%) | 286.4% | 34.4% | 57.8% | (7.2%) | (0.4%) | | 2021 to 2022 | — | (104.2%) | (88.0%) | (34.5%) | (28.2%) | 7.2% | 5.0% | | 2020 to 2021 | — | 2.2% | (25.1%) | 9.6% | 34.5% | 53.5% | 11.1% |

  148. 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. 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 2024 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.

  149. 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 53 to 57) | | • | Adjusted Operating Margin (as described on pages 53 and 56) | | • | Adjusted Diluted Earnings per Share (as described on pages 54, 56 and 57) | | • | Relative Total Shareholder Return (as described on pages 54, 55 and 57) |

  150. Pay versus performance table

    PROPOSAL 3