DEF 14A of Conduent Inc, Apr 3, 2024

DEF 14A of Conduent Inc

Filed Apr 3, 2024 · FY20230001677703-24-000048

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Shareholders annually elect directors to serve for one year and until their successors have been duly elected and qualified. Based on the director nomination process described below, the eight persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presents each nominee’s specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director. All of our incumbent director nominees have demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value the significant experience of our nominees on other public company boards of directors and board committees. All nominees are currently directors of the Company and were elected by our shareholders at the 2023 Annual Meeting of Shareholders. On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company, with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”), pursuant to which, among other things, Hunter Gary, Jesse A. Lynn and Steven Miller were appointed to the Board (the “Icahn Agreement”). The Icahn Group is required pursuant to the Icahn Agreement to vote in favor of the directors nominated by the Board at the Annual Meeting. On December 18, 2018, the Company entered into a Shareholder Agreement with Darwin Deason (the “Deason Agreement”) pursuant to which, among other things, Scott Letier was appointed to the Board and Darwin Deason is required to vote in favor of the directors nominated by the Board at the Annual Meeting. The Board has determined that each of the nominees, other than Clifford Skelton, CEO of the Company, is independent under Nasdaq rules and the Company’s independence standards. Although not anticipated, if for any reason a nominee is unable to serve, the individuals named as proxies may use their discretion to vote for a substitute nominated by the Board.

  2. Board Overview

    Board Overview

  3. Biographies

    Biographies The table below summarizes key qualifications, skills and attributes that each of our director nominees possesses which were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director nominee does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail. The demographic information presented below is based on voluntary self-identification by each nominee.

  4. Director Skills and Demographic Matrix

    Director Skills and Demographic Matrix

  5. Director Skills and Demographic Matrix

    | | Skelton | Gary | Higgins Victor | Letier | Lynn | Miller | Montelongo | Paláu- Hernández | | Experience, expertise or attribute | | | | | | | | | | Industry Expertise (1) | X | X | | X | | | X | X | | Leadership | X | X | X | X | | | X | X | | Global Business | X | | X | X | | | X | X | | Financial | X | | X | X | X | X | X | | | Public Company | X | X | X | X | X | X | X | X | | Boards & Corporate Governance | X | X | X | X | X | X | X | X | | Business Operations | X | X | | X | | | X | X | | Information Security | X | | | | | | X | | | ESG Oversight | X | | X | | | | X | X | | Identity | | | | | | | | | | Gender Expression | Male | Male | Female | Male | Male | Male | Male | Female | | LGBTQ+ | No | No | No | No | No | No | No | No | | Race/Ethnicity | White | White | White | White | White | Not Disclosed | Hispanic | Hispanic | | Veteran | Yes | No | No | No | No | No | Yes | No |

  6. Director Skills and Demographic Matrix

    (1)Several director nominees have experience in the Services industry, including Mr. Montelongo who is the chair of the Audit Committee. In addition to the qualifications and skills referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company.

  7. Director Skills and Demographic Matrix

    | | Clifford Skelton Age: 68 Director since: 2019 Non-Independent Occupation: President and Chief Executive Officer, Conduent Incorporated Other Public Company Directorships: None |

  8. Director Skills and Demographic Matrix

    Other Background: On February 25, 2020, the Board appointed Mr. Skelton to serve as our Chief Executive Officer. Mr. Skelton had served in this role on an interim basis since August 2019. He previously served as our Chief Operating Officer from June 2019 to August 2019. Prior to joining Conduent, Mr. Skelton served as President of Fiserv Output Solutions from March 2017 to June 2019 and as the Group President and Chief Information Officer at Fiserv from April 2012 until March 2017. Mr. Skelton also held a variety of leadership roles at companies such as Ally Financial (formerly General Motors Acceptance Corporation) and Bank of America. Mr. Skelton is a former Navy fighter pilot and served in the Navy for over 20 years. Mr. Skelton received a Bachelor of Arts degree from the University of Southern California and a Master in Public Administration degree from Harvard University’s John F. Kennedy School of Government. Mr. Skelton brings to the Board unique client services, financial and operational experience and a proven track record of leading growth and corporate transformations through his leadership positions with Fiserv, Ally Financial and Bank of America.

  9. Director Skills and Demographic Matrix

    | | Hunter Gary Age: 49 Director since: 2020 Independent Occupation: Senior Managing Director, Icahn Enterprises L.P. Other Public Company Directorships: American Electric Power (since 2024); CVR Energy, Inc. (since 2018); Herc Holdings Inc. (2022-2023); Herbalife Nutrition Ltd. (2014-2021); CVR Partners, L.P. (2018-2019), CVR Refining, L.P. (2018-2019); Federal-Mogul (2012 to 2016); Voltari Corporation (2007-2015); American Railcar Industries, Inc. (2008-2015); Viskase Companies Inc. (2012-2015); Tropicana Entertainment Inc. (2010-2018); and Cadus Corporation (2014-2018). Carl C. Icahn has a non-controlling interest in American Electric Power and CVR Energy, Inc. through the ownership of securities. |

  10. Director Skills and Demographic Matrix

    Other Background: Mr. Gary has served as Senior Managing Director of Icahn Enterprises L.P. (“IEP”), a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma, and has been employed by IEP since November 2010. Prior to that time, Mr. Gary was employed by Icahn Associates Corporation, an affiliate of IEP, in various roles since June 2003. From 1997 to 2002, Mr. Gary worked, most recently, as a Managing Director at Kaufhof Warenhaus AG. Mr. Gary has served in various operational and oversight roles of several other public companies and private companies. Mr. Gary received his B.S. with senior honors from Georgetown University, as well as a certificate of executive development from Columbia Graduate School of Business. Mr. Gary is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board significant operational and finance expertise and experience providing strategic advice and guidance gained from his positions with IEP and his experience as a director and in operational roles at other public and private companies.

  11. Director Skills and Demographic Matrix

    | | Kathy Higgins Victor Age: 67 Director since: 2019 Independent Occupation: President and CEO Centera Corporation Other Public Company Directorships: Best Buy (1999-2020) |

  12. Director Skills and Demographic Matrix

    Other Background: Ms. Higgins Victor has served as the President and CEO of Centera Corporation, an executive development and leadership coaching firm, since 1995, where she advises CEOs and C-suites on leadership effectiveness, executive and CEO succession and corporate governance. Prior to Centera, Ms. Higgins Victor served as Chief Human Resources Officer at Northwest Airlines, Inc., where she was responsible for executive compensation, employee benefits and labor relations. She also held Human Resource-related leadership roles at The Pillsbury Co., Grand Metropolitan PLC and Burger King Corp. earlier in her career. Ms. Higgins Victor received her B.A. cum laude from the University of Avila. Ms. Higgins Victor brings to the Board significant experience in human resources, talent management, organizational culture and succession planning from her roles at Centera, Northwest Airlines Inc., The Pillsbury Co., Grand Metropolitan PLC and Burger King Corp. She also brings corporate governance expertise from her decades of experience at Centera and public company board experience.

  13. Director Skills and Demographic Matrix

    | | Scott Letier (Chairman of the Board) Age: 63 Director since: 2018 Independent Occupation: Managing Director of Deason Capital Services, LLC, the family office for Darwin Deason Other Public Company Directorships: Xerox Holding Corporation (since 2018, and has served as Chair of the Board since 2023). Darwin Deason has a non-controlling interest in Xerox Holding Corporation through the ownership of securities. |

  14. Director Skills and Demographic Matrix

    Other Background: Mr. Letier has been Chief Investment Officer and Managing Director of Deason Capital Services, LLC (“DCS”) since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 20 years of prior leadership roles serving as a private equity investment professional and chief financial officer and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves as the Chairman of the Board of Directors of Xerox Holdings, Inc, and is on the boards of several private companies including: Colvin Resources Group, a Dallas based search and staffing firm, File & ServeXpress, LLC, an electronic filing, process service, and secure document exchange platform serving the legal system, Gardenuity, Inc, a tech enabled wellness and e-commerce company, and he serves on the fund advisory board of Anchor Capital GP, a private equity firm, and Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier is a Certified Public Accountant and has a BBA with a concentration in accounting from Southern Methodist University – Cox School of Business. Mr. Letier is a director selected by Darwin Deason pursuant to the Deason Agreement. With his over 20 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to Conduent, including his significant audit experience and investment and financial expertise gained from serving as a private equity and investment professional and chief financial officer.

  15. Director Skills and Demographic Matrix

    | | Jesse A. Lynn Age: 53 Director since: 2019 Independent Occupation: General Counsel, Icahn Enterprises L.P. Other Public Company Directorships: JetBlue Airways Corporation (non-voting board observer; since 2024); Crown Holdings, Inc. (2022-2023); FirstEnergy Corp. (2021-2023); Xerox Holdings Corporation (2021-2023); Cloudera, Inc. (2019-2021); Herbalife Nutrition Ltd. (2014-2021); and The Manitowoc Company, Inc. (2015-2018). Carl C. Icahn has a non-controlling interest in JetBlue Airways Corporation through the ownership of securities. |

  16. Director Skills and Demographic Matrix

    Other Background: Mr. Lynn has been general counsel of IEP, a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma, since 2014. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of IEP. Mr. Lynn is currently a non-voting board observer for JetBlue Airways Corporation since February 2024. Mr. Lynn was previously a director of: Crown Holdings, Inc., a global supplier of rigid, transit and protective packaging products, from December 2022 to November 2023; FirstEnergy Corp., an electric utility company, from March 2021 to May 2023; and Xerox Holdings Corporation, a print and digital document products and services company, from November 2021 to September 2023. Mr. Lynn was also a director of: Cloudera, Inc., a company that provides a software platform for data engineering, data warehousing, machine learning and analytics, from August 2019 to October 2021; Herbalife Nutrition Ltd., a nutrition company, from 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 until 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn received a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Boston University School of Law. Mr. Lynn is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board legal and finance expertise gained both in private practice as well as his positions with Icahn Enterprises and his experience as a director of other public companies.

  17. Director Skills and Demographic Matrix

    | | Steven Miller Age: 35 Director since: 2021 Independent Occupation: Portfolio Manager, Icahn Capital LP Other Public Company Directorships: Bausch Health Companies Inc. (since 2021); Dana Incorporated (since 2023); JetBlue Airways Corporation (non-voting board observer; since 2024); Xerox Holdings Corporation (2021-2023); and Herc Holdings Inc. (2022-2023). Carl C. Icahn has a non-controlling interest in Bausch Health Companies Inc., Dana Incorporated and JetBlue Airways Corporation through the ownership of securities. |

  18. Director Skills and Demographic Matrix

    Other Background: Mr. Miller has been a Portfolio Manager of Icahn Capital LP (“Icahn Capital”) since October 2020. Mr. Miller is responsible for analysis and engagement in connection with investments by Icahn Capital in public securities. Icahn Capital is a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses. Prior to joining Icahn Capital, Mr. Miller was an Analyst in the Distressed and Special Situations investment group in the New York office of BlueMountain Capital Management, LLC (“BlueMountain”) from 2013 to 2019. Mr. Miller represented BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders from 2014 to 2019. From 2011 to 2013, Mr. Miller was an Analyst in the Distressed Products Group in the New York office of Goldman, Sachs & Co. Mr. Miller has served on the Bausch Health Companies Inc. board since March 2021, the Dana Incorporated board since December 2023, and as a non-voting board observer for JetBlue Airways Corporation since February 2024. Mr. Miller was previously a director of the Xerox Holdings Corporation board from June 2021 to September 2023; and Herc Holdings Inc. from May 2022 to March 2023. Mr. Miller received a B.S. summa cum laude from Duke University in 2011. Mr. Miller is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board experience in investment and finance, complex debt matters and as a director of other public companies.

  19. Director Skills and Demographic Matrix

    | | Michael Montelongo Age: 68 Director since 2020 Independent Occupation: President and Chief Executive Officer of GRC Advisory Services, LLC Other Public Company Directorships: Civeo Corporation (since 2021); Herbalife Nutrition Ltd. (2015-2021) |

  20. Director Skills and Demographic Matrix

    Other Background: Mr. Montelongo has served as President and Chief Executive Officer of GRC Advisory Services, LLC, a board governance firm, since July 2016, and was previously Chief Administrative Officer and Senior Vice President, Public Policy and Corporate Affairs for Sodexo, Inc. (Euronext:SW), a facilities and hospitality outsourcing services enterprise, from January 2008 to July 2016. He is a former George W. Bush White House appointee serving as the 19th Assistant Secretary for Financial Management and Chief Financial Officer of the U.S. Air Force from August 2001 to March 2005 and concluded his tenure at the Pentagon as acting Secretary of the Air Force. Mr. Montelongo is a lifetime member of the Council on Foreign Relations and was an executive with a global management consulting firm and a regional telecommunications company. He completed a career in the U.S. Army that included line and staff assignments, a Congressional Fellowship in the U.S. Senate and service as an assistant professor teaching economics and political science at West Point. Mr. Montelongo also serves as a Lecturer of Business Administration on the Harvard Business School faculty and on the boards of Civeo Corporation (NYSE: CVEO), an accommodation services multinational outsourcing enterprise, the privately-held Palmex I Ltd., an international B2B snack pellet producer, and the National Association of Corporate Directors (NACD). Mr. Montelongo earned his B.S. from West Point and an M.B.A. from Harvard Business School. Mr. Montelongo brings to the Board significant experience and a cross-industry background in board governance, strategy, financial and risk management, policymaking and outsourcing operational excellence from his roles as a business school professor and business services executive and corporate governance leader at Harvard Business School, GRC Advisory Services, LLC, Sodexo, Inc., and the Pentagon. He also brings financial and audit committee experience from serving as a director on other public company boards.

  21. Director Skills and Demographic Matrix

    | | Margarita Paláu-Hernández Age: 67 Director since: 2019 Independent Occupation: Founder and Chief Executive Officer of Hernández Ventures Other Public Company Directorships: Xerox Holdings Corporation (since 2021); Apartment Income REIT Corporation (since 2021); Occidental Petroleum Corporation (2020-2022); Herbalife Nutrition Ltd. (2018-2021); and ALJ Regional Holdings, Inc. (2015-2019) |

  22. Director Skills and Demographic Matrix

    Other Background: Ms. Paláu-Hernández is the founder and Chief Executive Officer of Hernández Ventures, a private firm engaged in the acquisition and management of a variety of business interests in the United States and Mexico, a position she has held since November 1988. Prior to founding Hernández Ventures, Ms. Paláu-Hernández was an attorney with the law firm of McCutcheon, Black, Verleger & Shea, where she focused on domestic and international business and real estate transactions from September 1985 until August 1988. In September 2018, Ms. Paláu-Hernández was nominated to serve as a Representative of the United States to the Seventy-Third Session of the General Assembly of the United Nations. Ms. Paláu-Hernández has served as a member of the board of Apartment Income REIT Corporation since December 2021 and has served on the Xerox Holdings Corporation board since June 2021. She was previously a member of the Occidental Petroleum Corporation board from March 2020 to May 2022, Herbalife Nutrition Ltd. board from 2018 to 2021 and the ALJ Regional Holdings, Inc. board from 2015 to 2019. Ms. Paláu-Hernández earned a Bachelor of Arts degree from the University of San Diego and a J.D. from UCLA School of Law. Ms. Paláu-Hernández brings to the Board over 30 years of knowledge and experience regarding international business and legal matters from her roles at Hernández Ventures and McCutcheon, Black, Verleger & Shea. She also brings to the Board her experience as a director on other public company boards.

  23. Annual Director Compensation

    Annual Director Compensation Our Board, upon the review and recommendation of our Corporate Governance Committee, adopted a compensation program for our non-employee directors, which is reviewed annually. The following is a brief summary of the material elements of the program.

  24. 2023 Director Compensation Table

    2023 Director Compensation Table The following table shows the compensation paid by Conduent to its non-employee directors for the fiscal year ended December 31, 2023. Clifford Skelton, Chief Executive Officer, is not included in this table because he was an employee of the Company during 2023 and received no additional compensation for his service as a director. The compensation received by Mr. Skelton as an employee is included in the 2023 Summary Compensation Table below.

  25. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Hunter Gary | 117,000 | 190,000 | — | 307,000 | | Kathy Higgins Victor | 115,000 | 190,000 | — | 305,000 | | Scott Letier | 227,000(2) | 190,000 | — | 417,000 | | Jesse Lynn | 100,000 | 190,000 | — | 290,000 | | Steven Miller | 115,000 | 190,000 | — | 305,000 | | Michael Montelongo | 135,000 | 190,000 | — | 325,000 | | Margarita Paláu-Hernández | 112,000(2) | 190,000 | — | 302,000 |

  26. 2023 Director Compensation Table

    (1)This column reflects the aggregate grant date fair value of the annual equity grant made to non-employee directors in the form of DSUs ($190,000) and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation—Stock Compensation. (2)Directors elected to defer all or a portion of their annual cash retainer(s) and committee fees reflected in the Fees Earned or Paid in Cash column in the form of DSUs as follows: Mr. Letier: $227,000; and Margarita Paláu-Hernández: $112,000 The total number of all DSUs held by each director as of December 31, 2023 is as follows: Mr. Gary: 40,861; Ms. Higgins Victor: 146,972; Mr. Letier: 309,312; Mr. Lynn: 74,490; Mr. Miller: 74,490; Mr. Montelongo: 80,527; and Ms. Paláu-Hernández: 164,468.

  27. Executive Summary

    Executive Summary With revenues of approximately $3.7 billion, we deliver digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical business process solutions. Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Our goal is to be the technology-led business solutions partner of choice for businesses and governments globally. To achieve this, we focus on three critical dimensions across our Company: Growth, Efficiency and Quality. Our strategy is designed to deliver shareholder value by driving profitable growth, expanding operating margins, implementing process efficiencies, and employing a disciplined portfolio rationalization and capital allocation strategy. Our strategic focus on Growth, Efficiency and Quality serves as the foundation for our compensation programs. Key aspects of our compensation program design are directly aligned to our strategic focus, including incentivizing revenue growth and operational efficiency, and creating sustainable shareholder value. To this end, our compensation program links pay to performance, aligns to our shareholder interests, and is reflective of our 2023 operational and financial results. Growth: Our opportunity for growth comes from understanding our clients’ businesses and driving valuable outcomes for our clients to help them reduce costs, improve efficiency and performance, and elevate customer experiences. Our annual compensation bonus plan rewards achievement for success in Growth by including Adjusted Revenue and Net Annual Recurring Revenue (“ARR”) Activity metrics. Our long-term incentive plans also reward Growth, as our performance restricted stock awards have metrics tied to our total shareholder return against our proxy peers and revenue growth. Efficiency: We continue to identify ways to reduce costs and deliver solutions more efficiently. Our compensation plans reward success in Efficiency by measuring improvement in adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) margin. (Please refer to “Definitions” and “Non-GAAP Financial Measures”.) Quality: Our clients count on stable, high-quality service delivery. We focus on continuous improvement in system uptime and operational stability. Our focus on Quality has resulted in client confidence and satisfaction. Delivering with high quality impacts revenue and Adjusted EBITDA margins and thus is an important additional factor when determining annual incentive plan payouts.

  28. Annual Performance Incentive Plan (“APIP”) Results

    Annual Performance Incentive Plan (“APIP”) Results The performance measures and weightings in the 2023 APIP were Adjusted Revenue (weighted 40%), Adjusted EBITDA Margin(1) (weighted 40%) and Net ARR Activity (weighted 20%). Our 2023 financial results led to a 51% of target funding for our APIP. The 2023 Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity metric performance goals were established in March 2023. The Compensation Committee did not reset these goals or make upward adjustments in determining overall APIP Funding. (1)Please see “Non-GAAP Financial Measures” beginning on page 51 of this Proxy Statement for information on our non-GAAP financial measures.

  29. Long-Term Incentive Plan (“LTIP”) Results

    Long-Term Incentive Plan (“LTIP”) Results 2023 LTIP Our 2023 LTIP grant consisted of time-based restricted stock units (“RSUs”) with respect to 50% of the grant, vesting ratably over a three-year period; and performance-based restricted stock units (“PRSUs”) with respect to 50% of the grant, of which 70% percent are based on revenue growth (“2023 PRSU—Revenue Growth”) and 30% are based on relative Total Shareholder Return (“2023 PRSU—rTSR”) each over a three-year period. The 2023 PRSU—rTSR is based on Conduent’s three-year total shareholder return relative to our August 2022-2023 compensation peers, and the PRSU—Revenue Growth is based on our average annual revenue growth for the three-year period. The 2023 LTIP grant balances the need to increase revenues to drive shareholder value, while fostering participant retention and stock ownership. 2022 LTIP Our 2022 LTIP grant consisted of time-based RSUs with respect to 50% of the grant, vesting ratably over a three-year period, and PRSUs with respect to 50% of the grant, vesting over a three-year period. The 2022 PRSUs are tied to our share price appreciation (“2022 PRSU—Share Hurdle”) with a relative Total Shareholder Return (“rTSR”) modifier of up to plus or minus 5%, based on Conduent’s total shareholder return relative to our August 2021-2022 compensation peers. As of December 31, 2023, the 2022 PRSU—Share Hurdle awards have not been earned as none of the share hurdles have been met. These awards, however, remain outstanding and may be earned for active associates if the share price appreciation metrics are met by December 31, 2024. Conduent’s relative total shareholder return from January 1, 2023 through December 31, 2023 resulted in an rTSR modifier of -5% for tranche two. As a result, if the share hurdle for the second tranche of the 2022 PRSU—Share Hurdle award is achieved, the granted shares will be adjusted to 95.00% of the original shares granted. The rTSR modifier for the first tranche of the award is -4.29%. As a result, if the share hurdle for the first tranche of the 2022 PRSU—Share Hurdle award is achieved, the granted shares will be adjusted to 95.71% of the original shares granted. 2021 LTIP Our 2021 LTIP grant included time-based RSUs, weighted 50%, vesting ratably over a three-year period, and two types of PRSUs, each weighted 25%, and also vesting over a three-year period. The first PRSU type was tied to our share price appreciation (“2021 PRSU—Share Hurdle”). The second PRSU type (“2021 PRSU—Revenue Hurdle”) was tied to annual revenue growth with an Adjusted EBITDA margin threshold. As of December 31, 2023, none of the 2021 PRSU—Share Hurdle awards had been earned and thus, all tranches were forfeited. Additionally, the third and final tranche of the 2021 PRSU—Revenue Hurdle awards did not vest on December 31, 2023, as neither our revenue growth target for 2023 nor our Adjusted EBITDA margin threshold were met. The Compensation Committee certified these results on February 1, 2024, and as a result, the third tranche of the 2021 PRSU—Revenue Hurdle shares was forfeited.

  30. Checklist of Compensation Practices

    | What We Do | | What We Don’t Do | | | ✓ | Deliver a significant portion of compensation through long-term incentives tied directly to shareholder value creation. | X | Permit re-pricing of underwater stock options or springloading of equity grants. | | ✓ | Balance short- and long-term incentives with multiple performance metrics. | X | Provide a defined-benefit pension plan or SERPs to executives (only all-employee 401(k) plan). | | ✓ | Impose caps on our annual incentive and PRSU awards for our named executive officers. | X | Provide special executive perquisites or excessive termination payments. | | ✓ | Maintain a recoupment policy that allows clawback of cash and equity compensation earned because of fraudulent or illegal conduct or in the event of an accounting restatement. | X | Allow directors, named executive officers and other senior leaders to hedge or pledge Company stock. | | ✓ | Maintain stock ownership requirements for all of our named executive officers. | X | Permit tax gross-ups on change in control or other severance payments. | | ✓ | Conduct an annual review of programs to ensure they do not encourage risks that have a material adverse effect on the Company. | X | Maintain written employment contracts with our executive officers. | | ✓ | Maintain non-competition and non-solicitation agreements with our named executive officers that prohibit competing against Conduent and soliciting our customers or current associates after termination, to the extent legally permitted. | X | Allow single-trigger change in control arrangements. | | ✓ | Engage an Independent Consultant under the direction of the Compensation Committee. | X | Provide guaranteed incentive payouts for named executive officers. |

  31. 2023 Total Direct Compensation Targets for Named Executive Officers

    | Executive | Title | Annual Base Salary | Target Short- Term Incentive (% of Base Salary) | Target Long- Term Incentive | Target Total Direct Compensation | | Clifford Skelton | President and Chief Executive Officer | $835,000 | 150% | $5,000,000 | $7,087,500 | | Stephen Wood | Executive Vice President and Chief Financial Officer | $525,000 | 80% | $1,150,000 | $2,095,000 | | Michael Krawitz | Executive Vice President, General Counsel & Secretary | $500,000 | 75% | $1,000,000 | $1,875,000 | | Mark Prout | Executive Vice President, Chief Information Officer | $450,000 | 75% | $750,000 | $1,537,500 | | Randall King | Executive Vice President, Commercial Solutions | $450,000 | 75% | $600,000 | $1,387,500 | | Mark King | Executive Vice President, Government Solutions (Former) | $450,000 | 75% | $800,000 | $1,587,500 |

  32. 2023 Total Direct Compensation Targets for Named Executive Officers

    To adjust target compensation levels to be closer to market levels and to our peers, the table above reflects the following changes made during 2023: •Mr. Clifford Skelton received a long-term incentive increase from $4,250,000 to $5,000,000 •Mr. Mark King received a base salary increase from $425,000 to $450,000 effective February 2, 2023, and a long-term incentive target increase from $500,000 to $800,000. •Mr. Randall King received an increase in target long-term incentive from $500,000 to $600,000 The chart below reflects the 2023 annual target total direct compensation pay mix for our CEO and other named executive officers as of December 31, 2023, and the portion of their targeted total direct compensation that is variable pay. Basing this variable compensation upon performance results, including Conduent’s rTSR performance as compared to our proxy peers, directly aligns our executives’ interests with shareholder value creation. To reinforce the Company’s pay for performance philosophy, 88% of our CEO’s targeted total direct compensation, and on average 70% for our other named executive officers, is variable and “at risk.”

  33. Process for Determining Compensation

    Process for Determining Compensation Role of the Compensation Committee The Compensation Committee administers the executive compensation program for our named executive officers on behalf of our Board and shareholders. All members of the Compensation Committee are independent directors in accordance with applicable SEC and Nasdaq standards, including heightened independence requirements for Compensation Committee members. The Compensation Committee’s responsibilities are discussed beginning on page 18 of this Proxy Statement. The Compensation Committee evaluates many factors when designing and establishing the executive compensation program and specific goals and pay levels. In determining the appropriate compensation levels, the Compensation Committee considers the scope and impact of the executive’s role within the organization, experience, sustained performance and future potential. The Compensation Committee also reviews the compensation levels of similarly positioned executives at peer companies, general industry compensation data and internal pay considerations. The Compensation Committee retains an independent consultant for the purpose of providing market data and guidance related to executive compensation programs. Role of the CEO While the Compensation Committee is ultimately responsible for making all compensation decisions affecting compensation of our named executive officers, the CEO participates in the process by: •Periodically discussing the performance of the Company and each executive officer with the Compensation Committee; and •Making recommendations on the components of compensation for the other executive officers. After receiving input from the CEO, the Compensation Committee makes its own assessments and formulates compensation amounts for each of our executive officers, including our named executive officers, ensuring that the total target compensation for each is appropriate and competitive. Role of the Independent Consultant The Compensation Committee has retained the services of an independent compensation consulting firm, Frederic W. Cook & Co., Inc. (“FW Cook”), to assist with its responsibilities. FW Cook reports only to the Compensation Committee and has not performed any other work for Conduent since being retained as an independent consultant to the Compensation Committee, except in its capacity as an independent advisor to the Corporate Governance Committee on non-employee director compensation matters. As provided in its charter, the Compensation Committee has the authority to determine the scope of FW Cook’s services and may terminate FW Cook’s engagement at any time. The Compensation Committee evaluated the independence of FW Cook and concluded that no conflict of interest existed that would prevent FW Cook from independently advising the Compensation Committee. During 2023, FW Cook provided the following services: •regularly updated the Compensation Committee on trends in executive compensation, including providing proactive advice on emerging trends and best practices; •reviewed officer compensation levels and overall performance compared to general industry survey data and a peer group made up of organizations with which Conduent is likely to compete for business, investor capital and/or executive talent; •reviewed incentive compensation designs for short-term and long-term programs; •advised the Compensation Committee on executive compensation peer group; •reviewed the Compensation Discussion and Analysis and related compensation tables for inclusion in this Proxy Statement; •attended Compensation Committee meetings, including meetings in executive session, as requested by the Compensation Committee chair; •offered independent analysis and input on CEO compensation; •assisted with non-employee director compensation; and •reviewed the compensation risk assessment. Peer Group Conduent’s 2022-2023 Peer Group was used to benchmark 2022 compensation and assist in setting 2023 compensation for our named executive officers, as well as to review general pay practices and trends at that time. Additionally, this peer group is used to determine Total Shareholder Return performance for our 2023 PRSU—rTSR awards. The Compensation Committee reviewed the 2022-2023 peer group on August 23, 2022, and believes Conduent’s peers focus on key business competitors, as well as companies that align with Conduent’s size, scope, and competitors for executive talent and investor capital. Further, Conduent’s revenue at that time, ranked near the median of the peer group:

  34. Process for Determining Compensation

    | 2022 / 2023 Peer Group | | | Alight (ALIT) | ICF Intl (ICFI) | | CACI International Inc (CACI) | Leidos Holdings, Inc (LDOS) | | CGI Group (GIB) | ManTech Intl* | | Concentrix (CNXC) | Maximus, Inc (MMS) | | CSG Systems Intl (CSGS) | TELUS Intl (TIXT) | | ExlService (EXLS) | TriNet Group (TNET) | | Genpact LTD (G) | Veradigm (MDRX) | | *ManTech Intl was acquired in 2022 and thus removed from the group for 2023-2024 | |

  35. Process for Determining Compensation

    The current peer group has remained consistent with the 2022-2023 peer group, with the exception of one company, ManTech Intl. Conduent’s resulting 2023-2024 Peer Group was used to benchmark 2023 compensation and assist in setting 2024 compensation for our named executive officers, as well as to review general pay practices and trends at that time. Competitive Market Information At the end of 2022, the Compensation Committee reviewed a report comparing the compensation of its named executive officers with the compensation of executives in comparable positions at our peer group companies based on the most recent proxy filings (primarily used for the CEO, CFO and General Counsel) as well as general industry survey data to supplement the peer group proxy data. This comparison included compensation data for these elements of pay: •base salary; •target short-term incentives; •total target cash compensation (base salary plus target short-term incentives); •target long-term incentives; and •total target direct compensation (total target cash compensation plus target long-term incentives). The competitive market data was prepared, analyzed, and presented to the Compensation Committee by FW Cook. The market pay range is viewed by the Compensation Committee as a competitive reference point, but that data is not used to match a specific percentile of the market. Emphasis is placed on total target direct compensation. For 2023, the Compensation Committee reviewed total target direct compensation against the market data using the 50th percentile as a reference point. The Compensation Committee exercises judgement in setting individual compensation levels to reflect an assessment of the executive’s experience, responsibilities and expected contributions to Conduent, as well as potential for advancement.

  36. Short-Term Incentives

    Short-Term Incentives The Annual Performance Incentive Plan provides for short-term incentive awards that reward performance against our annual operating plan, paid in the form of cash to our named executive officers and other eligible associates. Each year, the Compensation Committee reviews the target short-term incentive award opportunity, scaled to the executive’s level of responsibility, and stated as a percentage of base salary, and the maximum payout opportunity. The following chart reflects Conduent’s process for setting short-term incentive awards. This process typically takes place in the first quarter of the year.

  37. Short-Term Incentive Target Award Opportunity for the Named Executive Officers

    Short-Term Incentive Target Award Opportunity for the Named Executive Officers The annual short-term incentive target award opportunity for each of our named executive officers takes many factors into consideration, including scope of responsibility, expected contributions, internal pay equity and competitive executive compensation practices. If an executive’s role or responsibilities change after the terms of the award are approved, the Compensation Committee may adjust the short-term incentive target award opportunity at that time. The table below depicts the APIP targets for 2023 for our named executive officers. No increases were made to the short-term incentive target percentages from 2022 to 2023.

  38. Short-Term Incentive Target Award Opportunity for the Named Executive Officers

    | Executive | Target Short-Term Incentive (% of Base Salary) | | Clifford Skelton | 150% | | Stephen Wood | 80% | | Michael Krawitz | 75% | | Mark Prout | 75% | | Randall King | 75% | | Mark King | 75% |

  39. Short-Term Incentive Performance Measures

    Short-Term Incentive Performance Measures The Compensation Committee established the APIP for 2023 pursuant to which each named executive officer is eligible to receive an incentive payout, assuming Conduent attains certain pre-established performance goals. In 2023, the performance goals for the APIP were designed to align with Conduent’s overall strategies, goals and objectives. Our 2023 performance measures were based on Revenue (adjusted for currency), Adjusted EBITDA Margin and Net Annual Recurring Revenue (“Net ARR”) Activity. The target for Revenue was lower than our 2022 target and actual results, due to business runoff from prior years and the anticipated reduced impact of government stimulus payments in 2023. The defined APIP measures were designed to give a clear line of sight to key business results and to encourage growth in revenue without eroding margin. Our targets were consistent with our overall budget for the year, as well as guidance to investors. The Compensation Committee did not amend the goals under the APIP for 2023 or exercise discretion to increase or decrease funding under the APIP. The 2023 APIP plan focuses on Conduent’s growth and efficiency goals, while additional consideration was given to our quality goals, and is in alignment with our business strategy. Our defined APIP metrics were measured as follows:

  40. •Net ARR Activity (20% weight)

    •Net ARR Activity (20% weight) (Please see “Definitions” on page 51 of this Proxy Statement for full definitions.) The APIP funding level for achieving threshold performance is 25% of target. The APIP funding level for achieving target performance is 100% of target, and the APIP funding level for achieving maximum performance is 150% of target, while the over-achievement funding for Adjusted Revenue and Adjusted EBITDA Margin is 200%. Performance below threshold results in zero APIP funding. Performance results and APIP funding levels are interpolated between these points. The following table notes the 2023 Threshold, Target, Maximum and Over-achievement APIP targets for our APIP Goals:

  41. Determining Short-Term Incentive Award Payouts

    Determining Short-Term Incentive Award Payouts After the end of the fiscal year, the CFO confirms the financial results and communicates the results to the Compensation Committee. Subject to the Compensation Committee’s review and approval, any material unusual charges or gains are reviewed with the Compensation Committee for possible impact on APIP calculations. Results for each performance measure are assessed and calculated independently. The weighted results of each measure are added together to determine overall performance results. Funding levels are made proportionately for achievement at levels between the goals. If threshold pre-established performance measures are achieved, the Compensation Committee retains discretion to determine an APIP funding level that differs from the calculated incentive funding level, or no APIP funding at all, as it deems appropriate. The Compensation Committee also retains its discretion to increase or decrease an individual APIP award based on individual performance, provided that the named executive officer’s award may never exceed their maximum payout of 200% of target.

  42. 2023 Performance for Short-Term Incentive Award Payouts

    2023 Performance for Short-Term Incentive Award Payouts Following the certification of the financial results for 2023, the Compensation Committee reviewed the achievement of the performance measures under the 2023 APIP. Mr. Skelton received a short-term incentive equal to the corporate funding level, based on the results stated above. The Compensation Committee granted short-term incentive awards differing from the approved funding level for Messrs. Wood, Krawitz, Prout and Randall King to reflect individual contributions and performance results for the executive’s function or business unit. Mr. Mark King was not employed with Conduent at the date of payout and thus did not receive an APIP payout. Details of the 2023 Target bonus and actual payouts are below:

  43. 2023 Performance for Short-Term Incentive Award Payouts

    | Executive | 2023 | 2023 | 2023 | | | Bonus Target Amount | Actual Bonus Amount | Actual Bonus as a % of Target | | Clifford Skelton | $1,252,500 | $638,775 | 51% | | Stephen Wood | $420,000 | $224,910 | 54% | | Michael Krawitz | $375,000 | $200,813 | 54% | | Mark Prout | $337,500 | $180,731 | 54% | | Randall King | $337,500 | $137,700 | 41% | | Mark King | $335,856 | $— | —% |

  44. 2023 Performance for Short-Term Incentive Award Payouts

    The bonus target amount for Mr. Mark King was prorated for the increase in base salary from $425,000 to $450,000, effective February 2, 2023. All other APIP target bonus levels for our named executive officers remained consistent from 2022 to 2023. Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards in 2023” table.

  45. Long-Term Incentives

    Long-Term Incentives We provide long-term incentives to reward our named executive officers for sustained performance, as a retention incentive and to align the executive’s interests with shareholders to drive long-term value creation. Awards are intended to encourage a strong ownership stake in the Company to drive superior performance on long-term Company objectives. When determining long-term incentive awards, the Compensation Committee considers market data, relative impact of the executive’s position, responsibilities and role at Conduent and each named executive officer’s performance. During the first fiscal quarter of 2023, the Compensation Committee approved LTIP grants for our named executive officers. As part of this approval, the Compensation Committee established performance goals and award values and an April 1, 2023 grant date. Additional information regarding the 2023 LTIP awards can be found in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2023” table.

  46. Long-Term Incentive Program and Performance Measures

    Long-Term Incentive Program and Performance Measures Long-term incentive awards granted on April 1, 2023 were made pursuant to the Conduent Incorporated 2021 Performance Incentive Plan. 50% of the value of each award was granted in the form of Restricted Stock Units; 35% of the value in the form of Performance Restricted Stock Units with Revenue Growth Targets, 2023 PRSU—Revenue Growth; and 15% in the form of Performance Restricted Stock Units with a relative TSR measure compared with our 2022-2023 Peer group, 2023 PRSU—rTSR. Revenue Growth and rTSR were selected as our long-term metrics to emphasize our continued focus on growing revenues and increasing shareholder value. Restricted Stock Units vest 1/3 each December 31 of 2023, 2024 and 2025, and the number of RSU shares are calculated for each named executive officer by dividing 50% of the approved target long-term incentive award value by the closing price of Conduent Common Stock on the grant effective date. The RSU shares are then rounded down to the nearest whole share. Our 2023 PRSUs have service condition that require executives to remain with the Company through December 31, 2025. The target number of 2023 PRSU—Revenue Growth shares for our named executive officers was determined by dividing 35% of the approved target long-term incentive award value by the closing price of Conduent Common Stock on the grant effective date, and then rounding down to the nearest whole share. The target number of 2023 PRSU—rTSR shares granted to each named executive officer was determined by dividing 15% of the named executive officer’s approved long-term incentive award value by the grant date fair value per share, determined using the Monte Carlo simulation. The calculated 2023 PRSU—rTSR shares are then rounded down to the nearest whole share. Both types of 2023 PRSU awards cliff vest on December 31, 2025, and have performance measures tied to three years. The 2023 PRSU—Revenue Growth targets were established for each calendar year of 2023, 2024 and 2025. The three annual results will be averaged to determine a final payout. The Revenue Growth targets and payout percentages are as follows:

  47. Long-Term Incentive Program and Performance Measures

    | Revenue Growth from Previous Year | 2023 | 2024 | 2025 | Payout % | | Maximum | 0.0% | 5.7% | 6.2% | 200% | | Target | (2.0)% | 3.2% | 3.2% | 100% | | Threshold | (4.0)% | 0.7% | 0.2% | 50% |

  48. Long-Term Incentive Program and Performance Measures

    For our 2023 PRSU—rTSR awards, we measure Conduent’s stock performance relative to our 2022-2023 proxy peer group, established in August 2022. See “Peer Group” section above. Conduent’s rTSR percentile rank against the 2022-2023 proxy peer group will be measured over the period of April 1, 2023 through December 31, 2025. At the end of the performance period the rTSR results will be based on the following payout matrix:

  49. Long-Term Incentive Program and Performance Measures

    | Conduent rTSR | Payout % | | >=75th Percentile | 150% | | Median | 100% | | 25th Percentile | 50% |

  50. Long-Term Incentive Program and Performance Measures

    Linear interpolation will be used for results between points. Final payout is subject to a cap of 100% if Conduent absolute TSR is negative and there is a total value cap of six times the target value at vest. Although equity awards generally are granted on a regular annual cycle, the Compensation Committee may grant off-cycle equity awards for special purposes, such as new hires, promotions, retention and recognition. No off-cycle equity awards were granted to our named executive officers in 2023. Once vested, all our long-term incentive awards, including RSUs and PRSUs, are paid out in the form of shares of Conduent Common Stock. Any dividends paid during the vesting period would be accrued and settled at the same time the underlying award vests. The 2023 Long-Term Incentives provide direct alignment between shareholder value creation and earned compensation, and serve to help the Company attract and retain the talent needed to deliver our business strategies. Looking forward to 2024, our PRSUs will be based 70% on revenue growth and 30% on Conduent’s stock price performance relative to peers with both metrics measured over a 3-year performance period.

  51. Performance Results and Payouts Under Prior Equity Awards

    Performance Results and Payouts Under Prior Equity Awards

  52. 2022 Performance — Restricted Stock Units

    2022 Performance — Restricted Stock Units The 2022 PRSU—Share Hurdle awards were granted with three share price hurdles that require the average closing price of Conduent Common Stock to have increased by 15%, 30% or 50% during a consecutive 20-day trading period from the price of Conduent Common Stock on April 1, 2022, the long-term incentive grant date, a date consistent with Conduent’s previous granting practices. Price hurdle appreciation levels were set considering the five-year average annual returns of the S&P Small Cap 600 and Russell 2000 company indexes as references, given their average market capitalization and the forecasted growth rates as compared with Conduent.

  53. 2022 Performance — Restricted Stock Units

    | Grant Date Common Stock Price: $5.19 | | | | | | Tranche | Share Hurdle Description | Share Hurdles | Share Hurdle Achieved as of 12/31/2023 | Service Condition | | 1 | +15% stock price appreciation | $5.968 | No | December 31, 2022 | | 2 | +30% stock price appreciation | $6.747 | No | December 31, 2023 | | 3 | +50% stock price appreciation | $7.785 | No | December 31, 2024 |

  54. 2022 Performance — Restricted Stock Units

    The rTSR modifiers for each tranche are based upon Conduent’s percentile rank against the 2021-2022 proxy peer group, as follows:

  55. 2022 Performance — Restricted Stock Units

    | rTSR Percentile | Modifier | | 75th percentile or above | 105% | | Median | 100% | | 25th Percentile | 95% |

  56. 2022 Performance — Restricted Stock Units

    Results in between modifier categories are interpolated. All shares remain eligible for vesting for active associates, if share price hurdles are met by December 31, 2024. The individual performance periods and the results for the first tranche rTSR modifier at the completion of the first performance period are as follows:

  57. 2022 Performance — Restricted Stock Units

    | Tranche | Performance Period | Percentile Achievement | rTSR Modifier Results | | 1 | April 1, 2022 - December 31, 2022 | 28.57 percentile | 95.71% | | 2 | January 1, 2023 - December 31, 2023 | 21.43 percentile | 95.00% | | 3 | January 1, 2024 - December 31, 2024 | To be determined | To be determined |

  58. 2021 Performance — Restricted Stock Units

    2021 Performance — Restricted Stock Units 2021 PRSU—Share Hurdle Awards The 2021 PRSU—Share Hurdle Award parameters are documented below:

  59. 2021 Performance — Restricted Stock Units

    | Grant Date Common Stock Price: $6.92 | | | | | | | Tranche | Share Hurdle Description | Share Hurdles | Share Hurdle Achieved as of 12/31/2023 | Service Condition | Vesting | | 1 | +20% stock price appreciation | $8.304 | No | December 31, 2021 | Service condition met; Unvested | | 2 | +40% stock price appreciation | $9.688 | No | December 31, 2022 | Service condition met; Unvested | | 3 | +60% stock price appreciation | $11.072 | No | December 31, 2023 | Service condition met; Unvested |

  60. 2021 Performance — Restricted Stock Units

    As of December 31, 2023, none of the share hurdles for the 2021 PRSU—Share Hurdle Awards were achieved and thus the corresponding shares were forfeited. 2021 PRSU—Revenue Hurdle Awards The Threshold, Target, Maximum and Actual PRSU—Revenue Hurdle results for the third tranche of our 2021 PRSU—Revenue Hurdle Awards are noted as follows:

  61. 2021 Performance — Restricted Stock Units

    | ($ in millions) | 2021 LTIP Revenue Targets for year ending 12/31/2023 | | | 2023 | | | Threshold | Target | Maximum | Actual | | Revenue | 3,870 | 3,928 | 3,986 | 3,722 | | Revenue Growth/(Decrease) | 0.5% | 2.0% | 3.5% | (3.4%) | | Minimum Adjusted EBITDA Qualifier: 11.00% | | | | 10.15% | | Revenue Hurdle Achievement | | | | 0% |

  62. 2021 Performance — Restricted Stock Units

    The results of our 2023 revenue achievement were below threshold level and the minimum required Adjusted EBITDA Margin of 11%. Thus, the Compensation Committee certified 0% payout for the 2023 tranche of the 2021 PRSU—Revenue Hurdle Awards, and the corresponding shares were forfeited.

  63. Employment and Separation

    Employment and Separation Named executive officers serve at the will of the Board. This enables the Board to remove a named executive officer whenever it is in the best interests of Conduent, with full discretion of the Compensation Committee to decide on an appropriate severance package. When a named executive officer is removed from his or her position, the Compensation Committee exercises its business judgment in considering whether to approve a severance arrangement in light of all relevant circumstances, including how long the officer was with the Company, past accomplishments and the reasons for separation. If the Compensation Committee does not approve a special severance arrangement for a named executive officer whose position has been eliminated, that officer will be covered under the Company’s U.S. Executive Severance Policy, as applicable. Our U.S. Executive Severance Policy, which became effective on May 24, 2022, applies to our most senior executives, including our named executive officers, in the case of a separation due to the elimination of the executive’s position. Our named executive officers are entitled to 52 weeks of base salary paid out over the severance period, with continued health benefits (excluding disability and 401(k) participation) and continued vesting of our long-term incentives during the severance period. These severance benefits are contingent upon signing a release of claims against Conduent, as may be required.

  64. Severance Protection and Change-in-Control Benefits

    Severance Protection and Change-in-Control Benefits The Company also provides certain Change In Control Severance benefits, which are enhanced benefits provided to key management associates who the Company determines are most likely to be impacted by a change in control (primarily the Company’s executive officers), as per the Executive Change in Control Severance Plan (“CIC Plan”), which became effective October 1, 2017. In the event of a qualifying termination in connection with a change in control, the CEO would be eligible to receive two and a half times his base salary and target annual incentive, and all named executive officers that report directly to the CEO would be eligible to receive two times base salary and target annual incentives. The CIC Plan payments and benefits become payable only when both a change-in-control and a qualifying termination take place. Conduent does not provide excise tax reimbursement on change in control payments. Additional information and the amount of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

  65. Retirement Provision

    Retirement Provision On February 2, 2023, the Compensation Committee approved a retirement provision applicable to long-term incentive awards granted in 2023 for named executive officers and certain other executives of Conduent, as determined by level. To qualify for the retirement provision, a named executive officer must have: •a combined age and service equal to 65; •a minimum age of 60 years old; and •a minimum of five years of service to Conduent. Retirement must be agreed on in advance with the Board of Directors, who can determine the time period in its sole and absolute discretion. If a named executive officer qualifies for retirement, the following retirement provisions will apply to LTIP awards granted in 2023: •RSUs will continue to vest according to the original schedule; and •PRSUs will follow the original three-year cliff vesting schedule and payout will be based on actual performance at the end of the performance period and the number of full months in the performance period prior to the retirement date. Continued vesting of unvested awards is contingent upon completion of a successful transition of responsibilities (as determined by the Board); provided, however, that continued vesting would terminate if the executive were to do any of the following: •accept full time paid employment at a public or private company (with exceptions for (A) board service, teaching, public service, or consulting, (B) employment at a family business, nonprofit, startup or other materially smaller enterprise, or (C) any other employment specifically approved by the CEO for non-executive officers or by the Board for executive officers); •violate any applicable non-compete, non-solicit, or confidentiality agreements in effect at the time of the retirement; or •disparage the Company or fail to reasonably cooperate with the Company based on the executive’s historical knowledge. None of our named executive officers qualified for these retirement provisions as of December 31, 2023.

  66. Compensation Recoupment Policy (Clawbacks)

    Compensation Recoupment Policy (Clawbacks) In October 2023, our Board adopted an amended and restated Compensation Recoupment Policy that complies with recently enacted SEC rules and Nasdaq listing standards. Conduent’s Compensation Recoupment Policy includes a clawback provision that applies in the event that the Company is required to prepare an accounting restatement. In such event, the Company shall recover any awarded incentive compensation received by an executive officer during the three completed fiscal years immediately preceding the date of such restatement that exceeds the amount that would have been received if based on the restated amounts. The obligation to recover such erroneously awarded compensation is not dependent on if or when the Company files restated financial statements with the SEC and does not require any finding of misconduct by an executive officer or such officer being found responsible for the accounting error leading to the accounting restatement. Additionally, under the Conduent Performance Incentive Plan and the Conduent Incorporated Compensation Recoupment Policy, if the Compensation Committee deems a named executive officer to have engaged in an activity that is detrimental to Conduent, it may cancel any awards granted to that individual. If such a determination is made before any change in control of Conduent, the Compensation Committee may rescind any payment or delivery of any equity and annual cash incentive award that occurred within the six months preceding the detrimental activity. For this purpose, detrimental activity may include a violation of a non- compete agreement with Conduent (to the extent permitted by applicable law), disclosing confidential information (except for reporting and other communications protected by “whistleblower” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules and regulations thereunder (the “Dodd-Frank Act”)), soliciting an employee to terminate employment with Conduent or soliciting a customer to reduce its level of business with Conduent. If a payment or award is rescinded, the named executive officer will be expected to pay Conduent the amount of any gain realized or payment received in a manner the Compensation Committee or its delegate requires. Conduent may implement any policy or take any action with respect to the recovery of excess incentive-based compensation that Conduent determines to be necessary or advisable in order to comply with the requirements of the Dodd-Frank Act, including the recoupment of shares of Common Stock issued upon the vesting of a long-term incentive award.

  67. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below provides compensation information for the Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers, as of December 31, 2023, as well as an additional former associate (Mark King) not serving as an executive officer on December 31, 2023 and who resigned on January 2, 2024.

  68. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Stock Awards ($) (A) | Non-Equity Incentive Plan Compensation ($) (B) | All Other Compensation ($) (C) | Total ($) | | Clifford Skelton | 2023 | 835,000 | 4,999,996 | 638,775 | — | 6,473,771 | | President and | 2022 | 826,808 | 4,249,995 | 789,075 | — | 5,865,878 | | Chief Executive Officer | 2021 | 770,255 | 3,999,993 | 1,307,813 | — | 6,078,061 | | Stephen Wood | 2023 | 525,000 | 1,149,992 | 224,910 | — | 1,899,902 | | Executive Vice President & | 2022 | 514,760 | 1,149,992 | 260,000 | — | 1,924,752 | | Chief Financial Officer | 2021 | 398,241 | 499,977 | 450,000 | — | 1,348,218 | | Michael Krawitz | 2023 | 500,000 | 999,993 | 200,813 | 3,630 | 1,704,436 | | Executive Vice President, | 2022 | 493,173 | 999,998 | 242,000 | 3,050 | 1,738,221 | | General Counsel & Secretary | 2021 | 450,000 | 734,987 | 450,000 | 8,700 | 1,643,687 | | Mark Prout | 2023 | 450,000 | 749,995 | 180,731 | 3,630 | 1,384,356 | | Executive Vice President, | 2022 | 450,000 | 749,995 | 236,000 | 3,050 | 1,439,045 | | Chief Information Officer | 2021 | 446,506 | 449,993 | 450,000 | 8,700 | 1,355,199 | | Randall King | 2023 | 450,000 | 599,996 | 137,700 | 3,630 | 1,191,326 | | Executive Vice President | | | | | | | | Commercial Solutions | | | | | | | | Mark King | 2023 | 446,779 | 799,998 | — | 3,630 | 1,250,407 | | Executive Vice President, | | | | | | | | Government Solutions (Former) | | | | | | |

  69. Summary Compensation Table

    ____________________ Compensation reported in this table is in U.S. dollars and rounded to the nearest dollar. (A)Included in this column are the aggregate grant date fair values of equity awards made to our named executive officers in fiscal year 2023 as computed in accordance with FASB ASC Topic 718. For additional information, refer to Note 18 in the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the 2023 Annual Report on Form 10-K filed with the SEC on February 21, 2024. These amounts reflect an estimate of the grant date fair value and may not be equivalent to the actual value recognized by the named executive officer. The grant date fair value of the 2023 PRSU—rTSR awards is based upon the Monte Carlo method, and both the target fair market value and the maximum fair market value at 150% of target, on the date of grant are shown below. The grant date fair value of the 2023 PRSU—Revenue Growth awards is based on the probable outcome of the performance conditions as of the grant date, or target, and the maximum value of these awards are shown below in the table.

  70. Summary Compensation Table

    | Name | Grant Date | 2023 PRSU—rTSR | | | 2023 PRSU—Revenue Growth | | RSU | | | | Fair Value Based on Monte Carlo Valuation Method ($) | Value on Grant Date ($) Based on Stock Price | Maximum Market Value on Grant Date ($) | Fair Value on Grant Date ($) Based on Stock Price | Maximum Fair Market Value on Grant Date ($) | Fair Market Value on Grant Date ($) | | Clifford Skelton | 4/1/2023 | 750,000 | 871,800 | 915,390 | 1,750,000 | 3,500,000 | 2,499,996 | | Stephen Wood | 4/1/2023 | 172,497 | 200,511 | 210,537 | 402,497 | 804,994 | 574,998 | | Michael Krawitz | 4/1/2023 | 149,998 | 174,357 | 183,075 | 349,997 | 699,994 | 499,998 | | Mark Prout | 4/1/2023 | 112,499 | 130,769 | 137,307 | 262,498 | 524,996 | 374,998 | | Randall King | 4/1/2023 | 89,999 | 104,615 | 156,923 | 209,999 | 419,998 | 299,998 | | Mark King | 4/1/2023 | 120,000 | 139,488 | 261,536 | 279,998 | 699,994 | 400,000 |

  71. Summary Compensation Table

    (B)Included in this column are the payments made to our named executive officers under the 2023 APIP based on performance. (C)“All Other Compensation” noted in this column is comprised of Conduent’s 401(k) match for 2023 for those named executive officers who elected to participate in Conduent’s 401(k) program. Conduent associates, including our named executive officers, are not eligible for the 401(k) Company match until one full year of service is completed. These 401(k) benefits are equal to the benefits afforded to all Conduent associates. There are no perquisites exclusive to our named executive officers.

  72. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information regarding our named executive officers’ equity grants and annual cash incentive awards in 2023, including additional detail regarding the potential threshold, target and maximum award opportunities payable under the 2023 APIP and 2023 PRSU—rTSR and 2023 PRSU—Revenue Growth awards granted under the 2023 LTIP. No stock options were awarded in fiscal year 2023.

  73. Grants of Plan-Based Awards in 2023

    | Name | Award (A) | Grant Date | Approval Date | Estimated Future Payout Under Non-Equity Incentive Awards (A) | | | Estimated Future Payout Under Equity Incentive Awards (B) | | | All Other Stock Awards: Number of Shares or Units (#)(C) | Grant Date Fair Value of Stock Awards ($)(D) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Clifford Skelton | APIP | | | 313,125 | 1,252,500 | 2,505,000 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 728,862 | 2,499,997 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 255,102 | 510,204 | 1,020,408 | | 1,750,000 | | | LTIP PRSU—rTSR | 4/1/2023 | 2/2/2023 | | | | 127,085 | 254,169 | 381,254 | | 750,000 | | Stephen Wood | APIP | | | 105,000 | 420,000 | 840,000 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 167,638 | 574,998 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 58,673 | 117,346 | 234,692 | | 402,497 | | | LTIP PRSU—rTSR | 4/1/2022 | 2/2/2023 | | | | 29,229 | 58,458 | 87,687 | | 172,497 | | Michael Krawitz | APIP | | | 93,750 | 375,000 | 750,000 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 145,772 | 499,998 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 51,020 | 102,040 | 204,080 | | 349,997 | | | LTIP PRSU—rTSR | 4/1/2023 | 2/2/2023 | | | | 25,417 | 50,833 | 76,250 | | 149,998 | | Mark Prout | APIP | | | 84,375 | 337,500 | 675,000 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 109,329 | 374,998 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 38,265 | 76,530 | 153,060 | | 262,498 | | | LTIP PRSU—rTSR | 4/1/2022 | 2/2/2023 | | | | 19,063 | 38,125 | 57,188 | | 112,499 | | Randall King | APIP | | | 84,375 | 337,500 | 675,000 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 87,463 | 299,998 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 30,612 | 61,224 | 122,448 | | 209,999 | | | LTIP PRSU—rTSR | 4/1/2023 | 2/2/2023 | | | | 15,250 | 30,500 | 45,750 | | 89,999 | | Mark King | APIP | | | 83,964 | 335,856 | 671,712 | | | | | | | | LTIP RSU | 4/1/2023 | 2/2/2023 | | | | | | | 116,618 | 400,000 | | | LTIP PRSU—Revenue Growth | 4/1/2023 | 2/2/2023 | | | | 40,816 | 81,632 | 163,264 | | 279,998 | | | LTIP PRSU—rTSR | 4/1/2023 | 2/2/2023 | | | | 20,334 | 40,667 | 61,001 | | 120,000 |

  74. Grants of Plan-Based Awards in 2023

    ____________________ (A)These columns reflect the threshold, target and maximum payout opportunities for the performance measures under the 2023 APIP set by the Compensation Committee. The actual APIP payout, which was based on 2023 performance is presented in the “Summary Compensation Table” in column (B). (B)These columns reflect the threshold, target and maximum payout opportunities for the 2023 LTIP PRSU awards set by the Compensation Committee. The number of units at target for the 2023 PRSU—rTSR awards was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2023 grant date ($3.43) and then applying a factor of 1.1624, as calculated using the Monte Carlo simulation, and rounding the number of shares down to the nearest share. The threshold number of shares is the minimum number of shares that can be earned at threshold performance, or 50%. The maximum number of shares that can be earned is the granted shares adjusted by a positive 100% and 50% or the 2023 PRSU—Revenue Growth shares and 2023 PRSU—rTSR shares, respectively. (C)This column includes RSUs granted under the LTIP on April 1, 2023, which vest ratably on December 31, 2023, December 31, 2024 and December 31, 2025. The number of RSUs was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2023 grant date ($3.43) and rounding the number of shares down to the nearest share. (D)The value reported in this column represents the grant date fair value of these awards determined in accordance with FASB ASC Topic 718. These values are recorded over the requisite serviced period as required by FASB ASC Topic 718. See footnote (C) to the “Summary Compensation Table” and the “Long-Term Incentives” section in the CD&A for additional information on these equity awards. For a description of the material features of the compensation disclosed in the Grants of Plan-Based Awards in 2023 table see the “Short-Term Incentives” and the “Long-Term Incentives” section of the CD&A.

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the unvested stock awards held by the named executive officers at the end of fiscal year 2023. There are no outstanding stock option awards.

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Grant Date | Grant Type | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Clifford Skelton | 4/1/2022 | PRSU— Share Hurdle | | | 433,264 | 1,581,414 | | | 4/1/2022 | RSU | 136,481 | 498,156 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 510,204 | 1,862,245 | | | 4/1/2023 | PRSU— rTSR | | | 254,169 | 927,717 | | | 4/1/2023 | RSU | 485,908 | 1,773,564 | | | | Stephen Wood | 6/30/2021 | PRSU—Revenue Hurdle | | | 0 | 0 | | | 6/30/2021 | PRSU—Share Hurdle | | | 10,276 | 37,507 | | | 6/30/2021 | RSU | 6,111 | 22,305 | | | | | 4/1/2022 | PRSU—Share Hurdle | | | 117,236 | 427,911 | | | 4/1/2022 | RSU | 36,930 | 134,795 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 117,346 | 428,313 | | | 4/1/2023 | PRSU— rTSR | | | 58,458 | 213,372 | | | 4/1/2023 | RSU | 111,759 | 407,920 | | | | Michael Krawitz | 4/1/2022 | PRSU— Share Hurdle | | | 101,944 | 372,096 | | | 4/1/2022 | RSU | 32,113 | 117,212 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 102,040 | 372,446 | | | 4/1/2023 | PRSU— rTSR | | | 50,833 | 185,540 | | | 4/1/2023 | RSU | 97,182 | 354,714 | | | | Mark Prout | 4/1/2022 | PRSU—Share Hurdle | | | 76,458 | 279,072 | | | 4/1/2022 | RSU | 24,085 | 87,910 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 76,530 | 279,335 | | | 4/1/2023 | PRSU— rTSR | | | 38,125 | 139,156 | | | 4/1/2023 | RSU | 72,886 | 266,034 | | | | Randall King | 4/1/2022 | PRSU— Share Hurdle | | | 40,777 | 148,836 | | | 4/1/2022 | RSU | 12,845 | 46,884 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 61,224 | 223,468 | | | 4/1/2023 | PRSU— rTSR | | | 30,500 | 111,325 | | | 4/1/2023 | RSU | 58,309 | 212,828 | | | | Mark King(4) | 4/1/2022 | PRSU— Share Hurdle | | | 30,583 | 111,628 | | | 4/1/2022 | RSU | 9,634 | 35,164 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 81,632 | 297,957 | | | 4/1/2023 | PRSU— rTSR | | | 40,667 | 148,435 | | | 4/1/2023 | RSU | 77,746 | 283,773 | | |

  77. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)The awards presented in this column include unvested RSUs and are scheduled to vest provided the service requirements are fulfilled, the April 1, 2022 RSUs vest as to their remaining shares on December 31, 2024; and the June 30, 2021 RSUs vest their remaining shares on June 30, 2023. (There are no earned unvested PRSU—Share Hurdle awards that have met the share price hurdle, as of December 31, 2023.) (2)The market value is based on the December 29, 2023 closing price of our Common Stock of $3.65 per share. (3)The awards presented in this column consist of unearned Performance Restricted Stock Unit awards (as of December 31, 2023) granted under the LTIP. The April 1, 2023 PRSU—Revenue Hurdle and 2023 PRSU—rTSR awards included in this column are shown at the target performance level, and, are scheduled for vesting on December 31, 2025, after the conclusion of the measurement period. The April 1, 2022 PRSU—Share Hurdle awards included in this column are all shares that have not met the share price hurdles as of December 31, 2023, and include 95.71% and 95.00% adjustments for the first and second tranches of the award, respectively, which both have met the time-based component and have been adjusted as a result of the rTSR performance for the period from April 1, 2022 through December 31, 2022 for the first tranche, and January 1, 2023 through December 31, 2023 for the second tranche, while the third tranche is recorded at 100% of granted shares, and will meet its time-based vesting component on December 31, 2024. Provided the share price hurdles and service conditions are met, the 2022 PRSU—Share Hurdles will vest by December 31, 2024. The June 30, 2021 PRSU—Share Hurdle award included in this column had not met the share price hurdle as of December 31, 2023. The first and second tranches met the time-based component as of June 30, 2022 and June 30, 2023, respectively, and will vest upon achievement of the share price hurdle if achieved prior to June 30, 2024. The remaining third will vest on June 30, 2024, provided both the share price hurdle and time-based vesting components are met. The June 30, 2021 PRSU—Revenue Hurdle award is valued at zero in this column, as threshold Revenue performance for 2023 was not achieved. (4) All outstanding equity awards were forfeited on Mr. Mark King’s termination of employment on January 2, 2024.

  78. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows the amount realized by named executive officers upon the vesting of stock awards during 2023.

  79. Option Exercises and Stock Vested in 2023

    | Name | Number of Shares (#) (A) | Value Realized on Vesting ($) (B) | | Clifford Skelton | 475,773 | 1,736,571 | | Stephen Wood | 122,682 | 443,143 | | Michael Krawitz | 98,405 | 359,178 | | Mark Prout | 71,366 | 260,486 | | Randall King | 94,748 | 334,299 | | Mark King | 54,527 | 199,024 |

  80. Option Exercises and Stock Vested in 2023

    ____________________ (A)The shares shown in this column include: (i) RSUs that vested on June 30, 2023, September 30, 2023, and December 31, 2023; and (ii) PRSUs granted on June 30, 2020 of which 1/3 vested on June 30, 2023, based on achievement of share price hurdle. (B)Amounts shown are based on the number of shares that vested and the fair market value of our Common Stock on the applicable vesting dates. The aggregate dollar value realized upon vesting includes the value of shares withheld to pay taxes.

  81. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Conduent maintains certain plans that provide compensation to named executive officers in the event of a termination of employment or a change in control. The amount of compensation payable to each named executive officer, assuming that each hypothetical termination or change-in-control situation occurred on December 31, 2023, is listed in the table below. The values for equity incentive awards presented in this table reflect the acceleration of grants not vested and settled as of December 31, 2023 and are based on the closing market price of Conduent Common Stock of $3.65 as of December 31, 2023. Mark King voluntarily resigned on January 2, 2024 and did not receive any payments or benefits upon his termination of employment and thus is excluded from the table.

  82. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Involuntary Termination Not for Cause (A) | Involuntary Termination Not for Cause or Termination for Good Reason, after Change in Control (B) | Death & Disability (C) | | Clifford Skelton | | | | | • Cash Severance ($) | 835,000 | 5,218,750 | - | | • Non-Equity Incentive Awards ($) | 638,775 | 638,775 | 638,775 | | • Equity Incentive Awards ($) | 4,826,324 | 6,693,629 | 6,643,094 | | • Healthcare Benefits ($) | - | - | - | | Clifford Skelton Total Termination Benefits ($) | 6,300,099 | 12,551,154 | 7,281,869 | | Stephen Wood | | | | | • Cash Severance ($) | 525,000 | 1,890,000 | - | | • Non-Equity Incentive Awards ($) | 224,910 | 224,910 | 224,910 | | • Equity Incentive Awards ($) | 1,254,265 | 1,696,951 | 1,672,122 | | • Healthcare Benefits ($) | 32,438 | 32,438 | - | | Stephen Wood Total Termination Benefits ($) | 2,036,613 | 3,844,299 | 1,897,032 | | Michael Krawitz | | | | | • Cash Severance ($) | 500,000 | 1,750,000 | - | | • Non-Equity Incentive Awards ($) | 200,813 | 200,813 | 200,813 | | • Equity Incentive Awards ($) | 1,038,657 | 1,413,901 | 1,402,009 | | • Healthcare Benefits ($) | 12,021 | 12,021 | - | | Michael Krawitz Total Termination Benefits ($) | 1,751,491 | 3,376,735 | 1,602,822 | | Mark Prout | | | | | • Cash Severance ($) | 450,000 | 1,575,000 | - | | • Non-Equity Incentive Awards ($) | 180,731 | 180,731 | 180,731 | | • Equity Incentive Awards ($) | 778,992 | 1,060,424 | 1,051,506 | | • Healthcare Benefits ($) | 31,522 | 31,522 | - | | Mark Prout Total Termination Benefits ($) | 1,441,245 | 2,847,677 | 1,232,237 | | Randall King | | | | | • Cash Severance ($) | 450,000 | 1,575,000 | - | | • Non-Equity Incentive Awards ($) | 137,700 | 137,700 | 137,700 | | • Equity Incentive Awards ($) | 525,327 | 748,097 | 743,341 | | • Healthcare Benefits $) | 33,434 | 33,434 | - | | Randall King Total Termination Benefits ($) | 1,146,461 | 2,494,231 | 881,041 |

  83. Potential Payments Upon Termination or Change in Control

    ____________________ (A)Each of our named executive officers, under the terms of the Conduent U.S. Executive Severance Policy, would receive salary continuation payments, continued benefits coverage (excluding disability and 401(k) contributions) and continued long-term incentive vesting for 52 weeks. The amounts reported in the table assume salary continuation is paid as a lump sum, although such payments are generally paid in installments consistent with the normal payroll cycle. In addition, all named executive officers would receive a short-term incentive payment (Non-Equity Incentive Award) for 2023 performance, reflected above at actual achievement against performance goals, inclusive of adjustments for individual contributions and performance results for the executive’s function or business unit. For the equity incentive awards, pursuant to the terms of the grant agreements and the U.S. Executive Severance Policy approved on May 24, 2022, the NEOs would be entitled to receive continued vesting through a 52-week severance period, including corresponding vesting of restricted stock units, and performance based restricted stock units (based on the number of full months included during the severance period), with the number of performance stock units earned based on actual performance achievement. The number of 2022 PRSU—Share Hurdle awards reflect 100 percent achievement of share hurdles, with rTSR adjustments of 95.71% and 95% for the first and second tranches based on actual achievement, respectively, with the third tranche at 100%. The 2023 PRSU—Revenue Growth and 2023 PRSU—rTSR awards are estimated in the table at 100% of target. (B)If there was a change in control on December 31, 2023, our named executive officers would have been covered under the Change-in-Control Plan (“CIC Plan”) with severance period multiples as described below, which provides them specified severance benefits if, within 90 days prior to, or within 12 months (or, for our CEO, 24 months) following a change in control of Conduent, their employment was terminated either involuntarily other than for cause, death or disability, or voluntarily for good reason. This arrangement whereby change in control severance benefits are provided only upon a qualifying termination event following a change in control is commonly described as “double-trigger.” Change in control severance benefits for these named executive officers include: •A lump sum cash payment equal to two and one-half times the then-current annual base salary and short-term incentive award target for Mr. Skelton; •A lump sum cash payment equal to two times the then-current annual base salary and short-term incentive award target for Messrs. Wood, Krawitz, Prout, and Randall King; •Continuation of specified welfare benefits at active employee rates for a period of 24 months for Messrs. Skelton, Wood, Krawitz, Prout and Randall King; and •Pursuant to the terms of the applicable agreements, accelerated vesting of stock awards, including performance restricted stock units at target and a short-term incentive (Non-Equity Incentive Award) payment for the 2023 performance, reflected above at actual achievement against performance goals. If excise tax is payable by any of the named executives, Conduent will reduce the named executive officer’s payments under the CIC Plan to a level that will not trigger an excise tax payment if it is determined that doing so will result in a greater net after-tax amount for the executive. (C)Termination following disability or death on December 31, 2023 would entitle the named executive officer or his estate or, with respect to certain types of payments and elections made, his designated beneficiaries to receive a 2023 short-term incentive payment shown at actual achievement against performance goals; full vesting of PRSUs, estimated here at 100%, subject to actual performance achievement; including full 2023 PRSU—Revenue Growth and 2023 PRSU—rTSR awards shown at target, subject to performance conditions, scheduled to vest on December 31, 2025; 2022 —Share Hurdle awards subject to achievement of the share price hurdles prior to December 31, 2024 and as modified for results of rTSR modifiers; for tranche one and tranche two at 95.71% and 95%, respectively.

  84. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure To determine the 2023 CEO Pay Ratio, we used the amount reported in the Total column in the 2023 Summary Compensation Table for our CEO total compensation of $6,473,771 and the 2023 compensation for our median associate of $32,396, as calculated using 2023 payroll data in a similar manner. Based on these total compensation numbers, we estimate the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our associates for 2023 was 200:1. This represents a reasonable estimate, calculated in a manner consistent with SEC regulations. Our median associate was identified in 2022, and as our associate population from 2022 to 2023 has remained relatively consistent, we have used the same median associate for 2023. The methodology to determine our median associate in 2022 included examining our total associate population, as of the December 31, 2022 determination date. The total associate population in 2022 consisted of approximately 62,000 associates. As is permitted under the SEC rules, we excluded associates from the following countries: Germany (1,118 associates) and Turkey (481 associates), which represented less than 5% of our total associate population as of the determination date. We then determined our “median associate” using the remaining associate population. We chose to use annual base compensation as our consistently applied compensation measure to determine our “median associate.” We determined annual base compensation for our salaried associates using base salary paid. We determined annual base compensation for our hourly paid associates by multiplying the hourly rate by the scheduled hours for the year. We annualized the compensation of all permanent associates in our population who were hired but did not work for us the entire year. Once we identified our median associate, we determined that person’s annual total compensation in accordance with the requirements of the Summary Compensation Table.

  85. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: a.A list of the most important measures that our Compensation Committee used in 2023 to link compensation calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; b.A table that compares the total compensation of our named executive officers (“NEOs”) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and c.Graphs that describe: i.the relationship between our total shareholder return (“TSR”) and the TSR of the S&P 500 Data Processing & Outsource Services Index (“Peer Group TSR”); and ii.the relationships between CAP and our cumulative TSR, GAAP Net Income, and our Company- Selected measure (“CSM”), Revenue This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis beginning on page 26 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  86. Performance Measures Used for Linking Pay versus Performance

    Performance Measures Used for Linking Pay versus Performance The following is a list of performance measures, which, in our assessment, represent the most important performance measures used by the Company to link compensation actually paid to the NEOs to Company performance. Each metric below is used for purposes of determining payouts under either our APIP or PRSUs. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program. Relative TSR and Revenue Growth are measures in our 2023 PRSU awards, and Revenue, Adjusted EBITDA Margin, and Net ARR Activity are used as metrics in our 2023 APIP. (Please see “Definitions” on page 51 of this Proxy Statement for full definitions.)

  87. Performance Measures Used for Linking Pay versus Performance

    | Performance Measures Linking Pay versus Performance | | | Adjusted EBITDA Margin | Relative TSR | | Net ARR Activity | Revenue |

  88. Pay Versus Performance Table

    Pay Versus Performance Table Below is the tabular disclosure for the Company’s Chief Executive Officer, our Principal Executive Officer (“PEO”), and the average of our NEOs other than the PEO for 2023, 2022, 2021 and 2020.

  89. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | SCT Total Compensation for PEO ($) | Compensation Actually Paid to PEO ($) | Average SCT Total Compensation for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income (in Millions) | CSM: Revenue (in Millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(1)($) | | | | 2023 | 6,473,771 | 5,550,137 | 1,486,085 | 1,345,749 | 59 | 155 | (296) | 3,722 | | 2022 | 5,865,878 | 2,009,495 | 1,560,266 | 871,985 | 65 | 100 | (182) | 3,858 | | 2021 | 6,078,061 | 6,206,311 | 1,379,302 | 795,496 | 86 | 120 | (28) | 4,140 | | 2020 | 4,973,649 | 10,153,839 | 1,632,025 | 2,934,397 | 77 | 125 | (118) | 4,163 |

  90. Pay Versus Performance Table

    a. Performance year b.Reflects the compensation amounts reported in the Summary Compensation Table for our CEO, Mr. Skelton, for each of the respective years shown. c.CAP to our CEO is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for Mr. Skelton is set forth following the footnotes to this table. d.For 2023, other NEOs are Messrs. Wood, Krawitz, Prout, Randall King and Mark King. For 2022, other NEOs are Messrs. Wood, Krawitz, Prout, and Louis Keyes; for 2021, other NEOs are Messrs. Wood, Krawitz, Prout, Louis Keyes, and Brian Webb-Walsh; for 2020, other NEOs are Messrs. Brian Webb-Walsh, Krawitz, Prout, and Louis Keyes e.Average CAP to our other NEOs is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for the average of the other NEOs is set forth following the footnotes to this table. f.Represents the cumulative total shareholder return (TSR) of Conduent for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table. g.Represents the cumulative total shareholder return (TSR) of the S&P 500 Data Processing & Outsource Services Index, which is an industry line peer group reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table. h.Conduent’s GAAP Net Income as reported in the Company’s Consolidated Statements of Income on Form 10-K for each fiscal year in the table i.Conduent’s Revenue, which is the Company-Selected Measure.

  91. Directors and Officers Liability Insurance and Indemnity

    Directors and Officers Liability Insurance and Indemnity On June 1, 2023, the Company renewed its policies for directors’ and officers’ liability insurance. The policies are issued by Chubb insurance Company of New Jersey, XL Specialty Insurance Company, Berkshire Hathaway Specialty Insurance Company, Twin City Fire Insurance Company, Continental Insurance Company of New Jersey, Ascot Insurance Company, Travelers Casualty and Surety Company of America, Zurich American Insurance Company, Arch Insurance Company, Berkshire Hathaway Specialty Insurance Company, Beazley Insurance Company, Inc., Zurich American Insurance Company, Endurance American Insurance Company, AXIS Insurance Company, U.S. Specialty Insurance Company, Old Republic Professional Liability, Inc. and Marsh Alpha (Lloyd’s of London). The policies expire June 1, 2024, and the total annual premium is approximately $4,200,000.