DEF 14A of Conduent Inc, Apr 8, 2025

DEF 14A of Conduent Inc

Filed Apr 8, 2025 · FY20240001677703-25-000062

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 five 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, other than Harsha V. Agadi, are currently directors of the Company and were elected by our shareholders at the 2024 Annual Meeting of Shareholders. Michael Montelongo, who has served as a director since 2020, is not a nominee for reelection 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. Nominee Overview

    Nominee 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 Nominee Skills and Demographic Matrix

    Director Nominee Skills and Demographic Matrix

  5. Director Nominee Skills and Demographic Matrix

    | | Skelton | Agadi | Higgins Victor | Letier | Paláu- Hernández | | Experience, expertise or attribute | | | | | | | Industry Expertise (1) | X | X | | X | X | | Leadership | X | X | X | X | X | | Global Business | X | X | X | X | X | | Financial | X | X | X | X | | | Public Company | X | X | X | X | X | | Boards & Corporate Governance | X | X | X | X | X | | Business Operations | X | X | | X | X | | Information Security | X | | | | | | ESG Oversight | X | | X | | X | | Identity | | | | | | | Gender Expression | Male | Male | Female | Male | Female | | LGBTQ+ | No | No | No | No | No | | Race/Ethnicity | White | Asian | White | White | Hispanic | | Veteran | Yes | No | No | No | No |

  6. Director Nominee Skills and Demographic Matrix

    (1)Several director nominees have experience in the Services industry 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 Nominee Skills and Demographic Matrix

    | | Clifford Skelton Age: 69 Director since: 2019 Non-Independent Occupation: President and Chief Executive Officer, Conduent Incorporated Other Public Company Directorships: None |

  8. Director Nominee 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 Nominee Skills and Demographic Matrix

    | | Harsha V. Agadi Age: 62 Director nominee Independent Occupation: Chairman and CEO GHS Holdings, LLC Other Public Company Directorships: Flotek Industries, Inc. (since 2020); Crawford & Company (2010-2021); Belmond Ltd. (2011-2019) |

  10. Director Nominee Skills and Demographic Matrix

    Other Background: Mr. Agadi has served as Chairman and CEO of GHS Holdings, LLC (“GHS”), an investment office, since 2000. Mr. Agadi served as President and CEO of Crawford & Company, a publicly listed independent claims management company, from 2015 until 2020. Prior to that, he served as Executive Chairman of Quiznos, LLC from February 2012 until August 2014, as Chairman and CEO of Friendly’s Ice Cream LLC from August 2010 until February 2012, and President and CEO of Church’s Chicken from December 2004 until December 2009. Mr. Agadi also currently serves as the non-executive Chairman of the Board of Flotek Industries, Inc. (NYSE), a publicly traded oil field service company. He also serves as Chairman of the Board of Transcend Cruises, a private company, a role he has had since 2022. Mr. Agadi has also served on several public company boards in the past, including as compensation committee chair for Belmond Ltd., a worldwide hospitality and leisure company from 2011-2019, and for Crawford & Company, from 2010-2021. Mr. Agadi is also currently the chairman of the SKSVMA College of Engineering and Agadi Sunrise Hospital Private Limited in India. He also actively participates on several charitable boards, and currently serves on the Board of Trustees at Babson College and is a member of the International Tennis Hall of Fame Board of Governors. Mr. Agadi holds a Bachelor of Commerce from the University of Mumbai and an MBA from Duke University's Fuqua School of Business. Mr. Agadi brings to the Board over 35 years of experience in leadership, global business, and operational and financial expertise from his roles as a senior executive establishing global brands and improving corporate operations, as well as his corporate governance skills and financial committee expertise from serving as a director on other public company boards.

  11. Director Nominee Skills and Demographic Matrix

    | | Kathy Higgins Victor Age: 68 Director since: 2019 Independent Occupation: President and CEO Centera Corporation Other Public Company Directorships: Best Buy (1999-2020) |

  12. Director Nominee 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 Nominee Skills and Demographic Matrix

    | | Scott Letier (Chairman of the Board) Age: 64 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 Nominee 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 Nominee Skills and Demographic Matrix

    | | Margarita Paláu-Hernández Age: 68 Director since: 2019 Independent Occupation: Founder and Chief Executive Officer of Hernández Ventures Other Public Company Directorships: International Flavors and Fragrances (since 2024); Xerox Holdings Corporation (2021-2024); Apartment Income REIT Corporation (2021-2024); Occidental Petroleum Corporation (2020-2022); Herbalife Nutrition Ltd. (2018-2021); and ALJ Regional Holdings, Inc. (2015-2019) |

  16. Director Nominee 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 International Flavors and Fragrances since June 2024. She was previously a member of the Apartment Income REIT Corporation board from December 2021 to May 2024, Xerox Holdings Corporation board from June 2021 to May 2024, 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.

  17. Board Diversity Matrix As of April 1, 2024 and 2025 and Nominees

    Board Diversity Matrix As of April 1, 2024 and 2025 and Nominees

  18. Board Diversity Matrix As of April 1, 2024 and 2025 and Nominees

    | | As of April 1, | | | | | 2024 | 2025 | Nominees | | Board Size: | | | | | Total Number of Directors | 5 | 5 | 5 | | Number of Directors based on Gender Identity: | | | | | Male | 3 | 3 | 3 | | Female | 2 | 2 | 2 | | Non-Binary | 0 | 0 | 0 | | Did Not Disclose | 0 | 0 | 0 | | Number of Directors who identify in Any of the Categories Below: | | | | | African American or Black | 0 | 0 | 0 | | Alaskan Native or American Indian | 0 | 0 | 0 | | Asian | 0 | 0 | 1 | | Hispanic or Latinx | 2 | 2 | 1 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | | White | 3 | 3 | 3 | | Two or More Races or Ethnicities | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | | Persons with Disabilities | 0 | 0 | 0 | | Did Not Disclose | 0 | 0 | 0 | | Directors who are Military Veterans | 2 | 2 | 1 |

  19. The Board recommends a vote

    The Board recommends a vote

  20. the election of the five (5) Director Nominees nominated by the Board

    the election of the five (5) Director Nominees nominated by the Board

  21. 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.

  22. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows the compensation paid by Conduent to its non-employee directors for the fiscal year ended December 31, 2024. Clifford Skelton, Chief Executive Officer, is not included in this table because he was an employee of the Company during 2024 and received no additional compensation for his service as a director. The compensation received by Mr. Skelton as an employee is included in the 2024 Summary Compensation Table below.

  23. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Hunter Gary(3) | 58,500 | 190,000 | — | 248,500 | | Kathy Higgins Victor | 119,083 | 190,000 | — | 309,083 | | Scott Letier | 244,500(2) | 190,000 | — | 434,500 | | Jesse Lynn(3) | 50,000 | 190,000 | — | 240,000 | | Steven Miller(3) | 57,500 | 190,000 | — | 247,500 | | Michael Montelongo | 135,000 | 190,000 | — | 325,000 | | Margarita Paláu-Hernández | 120,750 | 190,000 | — | 310,750 |

  24. 2024 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)Mr. Letier elected to defer a portion of his annual cash retainer(s) and committee fees reflected in the Fees Earned or Paid in Cash column in the form of DSUs in the amount of $122,250. (3)Includes fees paid in cash for the pro rata period of service prior to the date of resignation. The Compensation Committee elected to award the full amount of common stock pursuant to the DSUs granted as if such director had served a full year from the date such DSUs were awarded. The total number of all DSUs held by each director as of December 31, 2024 is as follows: Mr. Gary: 0; Ms. Higgins Victor: 200,494; Mr. Letier: 396,381; Mr. Lynn: 0; Mr. Miller: 0; Mr. Montelongo: 134,049; and Ms. Paláu-Hernández: 217,990.

  25. Executive Summary

    Executive Summary With revenues of approximately $3.4 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. We leverage cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 56,000 associates, process expertise and advanced technologies, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. With end-to-end solutions across multiple industry value chains, our aim is to be the technology-led business solutions partner of choice for businesses and governments globally. To achieve this, we focus on delivering outcomes across three critical dimensions: Growth, Efficiency and Quality. Our strategy is designed to deliver shareholder value by driving profitable growth, expanding operating margins, identifying process efficiencies and employing a disciplined capital allocation approach. Our strategic focus on Growth, Efficiency and Quality is the foundation for our compensation programs with key aspects aligned to incentivizing revenue growth, margin expansion and client retention. Our 2024 compensation program links pay to performance, aligns to our shareholder interests, and is reflective of our 2024 operational and financial results. Growth: Our opportunity for growth stems from understanding our clients’ businesses and driving valuable outcomes to help them reduce costs, improve efficiencies and performance, and elevate customer experiences. Our annual compensation bonus plan rewards achievement for success in Growth by including Adjusted Revenue(1) and Net Annual Recurring Revenue (“Net 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, as well as, revenue growth. Efficiency: We continue to identify ways to reduce costs and create new efficiencies. Our compensation plans reward success in Efficiency by measuring improvement in adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) margin(1). (Please refer to “Definitions” and “Non-GAAP Financial Measures”.) Quality: Our clients count on stable, high-quality service delivery. We focus on consistent system uptime and operational stability, and this has resulted in client confidence, satisfaction and retention. Delivering with high quality impacts our Revenue, Net ARR Activity Metric and Adjusted EBITDA margins and thus is also aligned with the annual incentive plan.

  26. Annual Performance Incentive Plan (“APIP”) Design and Results

    Annual Performance Incentive Plan (“APIP”) Design and Results Our named executive officers participate in Conduent’s APIP, an annual incentive plan in which many associates at various management levels across Conduent’s population participate. The performance measures and weightings in the 2024 APIP were Adjusted Revenue (weighted 40%), Adjusted EBITDA Margin (weighted 40%) and Net ARR Activity (weighted 20%). Our 2024 financial results led to a 72% of target funding for our APIP. The 2024 Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity metric performance goals were established in March 2024. 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 49 of this Proxy Statement for information on our Non-GAAP financial measures.

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

    Long-Term Incentive Plan (“LTIP”) Results 2024 LTIP Design Our 2024 LTIP grants consisted of time-based restricted stock units (“RSUs”) with respect to 35% of the grant, vesting ratably over a three-year period; and performance-based restricted stock units (“PRSUs”) with respect to 65% of the grant, of which approximately 70% are based on revenue growth (“2024 PRSU—Revenue Growth”) and the remaining approximate 30% are based on relative Total Shareholder Return (“2024 PRSU—rTSR”), each over a three-year period. The 2024 PRSU—rTSR is based on Conduent’s three-year total shareholder return relative to our August 2023 compensation peers, and the PRSU—Revenue Growth is based on our average annual revenue growth for the three-year period, ending December 31, 2026. The 2024 LTIP grant balances the need to increase revenues and drive shareholder value, while fostering participant retention and stock ownership. 2022 LTIP Results 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 were 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, 2024 (the end of the performance period), the 2022 PRSU—Share Hurdle awards were not earned as none of the share hurdles were met by the final vest date of December 31, 2024. All related awards were therefore forfeited.

  28. 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 excessive executive perquisites or termination payments. | | ✓ | Maintain a recoupment policy that allows clawback of cash and equity compensation earned because of fraudulent or illegal conduct or in the event of an accounting restatement. | 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. |

  29. 2024 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 | $575,000 | 85% | $1,400,000 | $2,463,750 | | Michael Krawitz | Executive Vice President, General Counsel & Secretary | $525,000 | 85% | $1,100,000 | $2,071,250 | | Michael McDaniel | Executive Vice President, Commercial Solutions | $500,000 | 85% | $900,000 | $1,825,000 | | Mark Prout | Executive Vice President, Chief Information Officer | $450,000 | 75% | $750,000 | $1,537,500 |

  30. 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 16 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 2024, 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 the 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 2023 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. Additionally, this peer group is used to determine Total Shareholder Return performance for our 2024 PRSU—rTSR awards. The Compensation Committee reviewed the 2023 peer group in August 2023, and concluded that the peer group includes key business competitors, as well as companies that align with Conduent’s size, scope, and competitors for executive talent and investor capital. Further, Conduent’s revenue at that time, ranked near the median of the peer group:

  31. Process for Determining Compensation

    | 2023 / 2024 Peer Group | | | Alight (ALIT) | ICF Intl (ICFI) | | CACI International Inc (CACI) | Leidos Holdings, Inc (LDOS) | | CGI Group (GIB) | Maximus, Inc (MMS) | | Concentrix (CNXC) | TELUS Intl (TIXT) | | CSG Systems Intl (CSGS) | TriNet Group (TNET) | | ExlService (EXLS) | Veradigm (MDRX) | | Genpact LTD (G) | |

  32. Process for Determining Compensation

    In August 2024, the Committee reviewed the 2023/2024 peer group and approved the following changes: removed Leidos due to its larger size, removed Veradigm (delisted), and added TaskUs, a size-appropriate business competitor. The resulting 2024/2025 peer group was used to benchmark 2024 compensation, assist in setting 2025 compensation for our named executive officers, and to review general pay practices and trends. Competitive Market Information At the end of 2023, the Compensation Committee reviewed a report comparing the compensation of its named executive officers with the compensation of executives in comparable positions at our peer group companies based on the most recent proxy filings (primarily used for the CEO, CFO and General Counsel) and supplemented by general industry survey data. This comparison included compensation data for the following 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 2024, the Compensation Committee reviewed total target direct compensation against the market data using the median as a reference point. The Compensation Committee exercises judgment in setting individual compensation levels to reflect an assessment of the executive’s experience, responsibilities, expected contributions to Conduent, and potential for advancement.

  33. 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.

  34. 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 and 2024 for our named executive officers. Increases were made to the short-term incentive target percentages from 2023 to 2024 for Mr. Wood and Mr. Krawitz to better align target levels with external market rates.

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

    | Executive | Target Short-Term Incentive as of 12/31/2023 (% of Base Salary) | Target Short-Term Incentive as of 12/31/2024 (% of Base Salary) | | Clifford Skelton | 150% | 150% | | Stephen Wood | 80% | 85% | | Michael Krawitz | 75% | 85% | | Mark Prout | 75% | 75% | | Michael McDaniel | N/A | 85% |

  36. Short-Term Incentive Performance Measures

    Short-Term Incentive Performance Measures The Compensation Committee established the APIP for 2024 pursuant to which each named executive officer is eligible to receive an incentive payout, assuming Conduent attains certain pre-established performance goals. In 2024, the performance goals for the APIP were designed to align with Conduent’s overall strategies, goals and objectives. Our 2024 performance goals were based on Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity. The target for Adjusted Revenue was lower than our 2023 target and actual results, due to business runoff from prior years and lower volumes with some discrete drivers in our Government business. 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 initial guidance provided to investors. The Compensation Committee did not amend the goals under the APIP for 2024 or exercise discretion to increase or decrease funding under the APIP. The 2024 APIP plan focused 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:

  37. •Net ARR Activity (20% weight)

    •Net ARR Activity (20% weight) (Please see “Definitions” and “Non-GAAP Financial Measures” on page 49 of this Proxy Statement for full definitions and reconciliations.) 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. Performance below threshold results in zero APIP funding. Performance results and APIP funding levels are interpolated between these points. The following table notes the 2024 Threshold, Target, and Maximum APIP targets for our APIP Goals:

  38. •Net ARR Activity (20% weight)

    ____________________ (1)The performance goals were aligned with Conduent’s 2024 operating plan at the time they were established and designed to be challenging yet achievable. (2)Results were adjusted to reflect budgeted full year revenue and EBITDA and ARR Activity for the divested businesses. Total performance achievement was measured at 72% of target, and this funding level determined the size of the overall pool of funds available for short-term incentives, while actual short-term incentive payouts were determined on an individual-by-individual basis, based on performance and the overall funding.

  39. 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.

  40. 2024 Performance for Short-Term Incentive Award Payouts

    2024 Performance for Short-Term Incentive Award Payouts Following the certification of the financial results for 2024, the Compensation Committee reviewed the achievement of the performance measures under the 2024 APIP. Mr. Skelton and Mr. Prout received short-term incentives 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 and McDaniel to reflect individual contributions and performance results for the executive’s function or business unit. Details of the 2024 Target bonus and actual payouts are below:

  41. 2024 Performance for Short-Term Incentive Award Payouts

    | Executive | 2024 | 2024 | 2024 | | | Bonus Target Amount | Actual Bonus Amount | Actual Bonus as a % of Target | | Clifford Skelton | $1,252,500 | $901,800 | 72% | | Stephen Wood | $482,927 | $400,000 | 83% | | Michael Krawitz | $440,215 | $342,000 | 78% | | Mark Prout | $337,500 | $243,000 | 72% | | Michael McDaniel | $195,082 | $165,820 | 85% |

  42. 2024 Performance for Short-Term Incentive Award Payouts

    The bonus target amounts for Mr. Wood and Mr. Krawitz were prorated for their February 1, 2024 increases in annual base salaries from $525,000 to $575,000, and $500,000 to $525,000, and target percentage increases from 80% to 85% and 75% to 85%, respectively. The bonus target for Mr. McDaniel was pro-rated based on his hire date of July 17, 2024. All other APIP target bonus levels for our named executive officers remained consistent from 2023 to 2024. Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards in 2024” table.

  43. 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 2024, 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, 2024 grant date for Messrs. Skelton, Wood, Krawitz and Prout. Mr. McDaniel received his annual long-term incentive grant on July 31, 2024, after his start of employment with Conduent on July 17, 2024. Additional information regarding the 2024 LTIP awards can be found in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2024” table.

  44. Long-Term Incentive Program and Performance Measures

    Long-Term Incentive Program and Performance Measures Long-term incentive awards granted on April 1, 2024 and July 31, 2024 were made pursuant to the Conduent Incorporated 2021 Performance Incentive Plan. 35% of the value of each award was granted in the form of Restricted Stock Units; 45% of the value in the form of Performance Restricted Stock Units with Revenue Growth Targets, referred to as “2024 PRSU—Revenue Growth”; and 20% in the form of Performance Restricted Stock Units with a relative TSR measure compared with our 2023-2024 Peer group, referred to as “2024 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 granted on April 1, 2024 and July 31, 2024, vest 1/3 each on, December 31 of 2024, 2025 and 2026; and July 31, 2025, 2026 and 2027, respectively; and the number of RSU shares are calculated for each named executive officer 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. The RSU shares are then rounded down to the nearest whole share. Our 2024 PRSUs have service conditions that require Messrs. Skelton, Wood, Krawitz and Prout to remain with the Company through December 31, 2026, and Mr. McDaniel to remain with the Company through July 31, 2027. The target number of 2024 PRSU—Revenue Growth shares for our named executive officers was determined by dividing 45% 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 2024 PRSU—rTSR shares granted to each named executive officer was determined by dividing 20% of the named executive officer’s approved long-term incentive award value by the grant date fair value per share, determined using a Monte Carlo simulation. The calculated 2024 PRSU—rTSR shares are then rounded down to the nearest whole share. Both types of 2024 PRSU awards cliff vest after three years; those granted on April 1, 2024 vest on December 31, 2026 and those granted on July 31, 2024 will vest on July 31, 2027, and have performance measures tied to three years. The 2024 PRSU—Revenue Growth targets were established for each calendar year of 2024, 2025 and 2026. The three annual results will be averaged to determine a final payout. The Revenue Growth targets and payout percentages for both the April 1, 2024 and July 31, 2024 grants are as follows:

  45. Long-Term Incentive Program and Performance Measures

    | Revenue Growth from Previous Fiscal Year | 2024 | 2025 | 2026 | Payout % | | Maximum | 0.1% | 4.5% | 6.0% | 150% | | Target | (1.9)% | 2.0% | 3.0% | 100% | | Threshold | (3.27)% | 0.5% | 1.0% | 50% |

  46. Long-Term Incentive Program and Performance Measures

    Similar to the Adjusted Revenue target goal in our APIP, the target 2024 growth goal was lower than 2023 actual results due to business runoff from prior years and lower volumes with some discrete drivers in our Government business. The results will be adjusted for any dispositions of businesses and asset sales, and may be adjusted for other unanticipated or unbudgeted changes. Linear interpolation will be used to determine payout for performance between payout levels. The 2024 Revenue growth from 2023 fiscal year was (3.14)%, resulting in a 54.74% calculation for the first one-third measurement period of the award. This result will be averaged with the 2025 and 2026 results to determine a final payout. For the 2024 PRSU—rTSR awards, we measure Conduent’s stock performance relative to our 2023-2024 proxy peer group, established in August 2023. See “Peer Group” section above. Conduent’s rTSR percentile rank against the 2023-2024 proxy peer group will be measured over the period of April 1, 2024 through December 31, 2026 for both the April 1, 2024 and July 31, 2024 grants. At the end of the performance period, the rTSR results will be based on the following payout matrix:

  47. Long-Term Incentive Program and Performance Measures

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

  48. 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’s absolute TSR is negative over the performance period. There is also 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. In conjunction with his hiring, Mr. McDaniel was the recipient of a new hire, annual equity award on July 31, 2024. 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 2024 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.

  49. Performance Results and Payouts Under Prior Equity Awards

    Performance Results and Payouts Under Prior Equity Awards

  50. 2021 CFO LTIP Award PRSUs

    2021 CFO LTIP Award PRSUs In conjunction with his appointment to Executive Vice President and Chief Financial Officer, on June 30, 2021, Mr. Wood received a one-time long-term incentive award, which consisted of RSUs, 2021 PRSU—Share Hurdle awards, and 2021 PRSU—Revenue Hurdle awards. No other named executive officer received LTIP awards on June 30, 2021. The 2021 PRSU—Revenue Hurdle awards were not earned, as disclosed in the 2024 Proxy Statement. The 2021 PRSU—Share Hurdle award had until June 30, 2024 to achieve the hurdles. The 2021 PRSU—Share Hurdle parameters are documented below:

  51. 2021 CFO LTIP Award PRSUs

    | Grant Date Common Stock Price: $7.50 | | | | | | | Tranche | Share Hurdle Description | Share Hurdles | Share Hurdle Achieved as of 6/30/2024 | Service Condition | Vesting | | 1 | +20% stock price appreciation | $9.00 | No | June 30, 2022 | Service condition met; Unvested | | 2 | +40% stock price appreciation | $10.50 | No | June 30, 2023 | Service condition met; Unvested | | 3 | +60% stock price appreciation | $12.00 | No | June 30, 2024 | Service condition met; Unvested |

  52. 2021 CFO LTIP Award PRSUs

    As of June 30, 2024, none of the share hurdles for the 2021 PRSU—Share Hurdle awards were achieved and thus the corresponding shares were forfeited.

  53. 2023 PRSUs

    | 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% |

  54. 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, or if the named executive officer has been terminated without cause, that officer will be covered under the Company’s U.S. Executive Severance Policy, as applicable. Our U.S. Executive Severance Policy applies to our most senior executives, including our named executive officers, in the event of an involuntary termination without cause or 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.

  55. 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”). 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 the sum of 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.

  56. Retirement Provision

    Retirement Provision A retirement provision is applicable to long-term incentive awards 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 upon 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 and 2024: •RSUs will continue to vest according to the original schedule; and •PRSUs, except for the 2024 PRSU—Revenue Growth awards, 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 will be prorated based on the number of full months worked in the performance period, prior to the retirement date; and, •The 2024 PRSU—Revenue Growth awards will follow the original three-year cliff vesting and payout will be based on actual performance at the end of the performance period, without proration. 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. As of December 31, 2024, Messrs. Skelton and Prout are the only two named executive officers qualified for these Long-Term Incentive retirement provisions. See “Potential Payments Upon Termination or Change in Control” on page 45 for further details.

  57. Equity Grant Award Practices

    Equity Grant Award Practices Conduent does not currently grant stock options to its employees. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Conduent does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  58. Compensation Recoupment Policy (Clawbacks)

    Compensation Recoupment Policy (Clawbacks) In October 2023, our Board adopted an amended and restated Compensation Recoupment Policy that complies with 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 time or performance-based 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.

  59. 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, 2024.

  60. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) (A) | Stock Awards ($) (B) | Non-Equity Incentive Plan Compensation ($) (C) | All Other Compensation ($) (D) | Total ($) | | Clifford Skelton | 2024 | 835,000 | | 4,999,997 | 901,800 | 15,000 | 6,751,797 | | President and | 2023 | 835,000 | | 4,999,996 | 638,775 | — | 6,473,771 | | Chief Executive Officer | 2022 | 826,808 | | 4,249,995 | 789,075 | — | 5,865,878 | | Stephen Wood | 2024 | 568,749 | | 1,399,995 | 400,000 | 1,035 | 2,369,779 | | Executive Vice President & | 2023 | 525,000 | | 1,149,992 | 224,910 | — | 1,899,902 | | Chief Financial Officer | 2022 | 514,760 | | 1,149,992 | 260,000 | — | 1,924,752 | | Michael Krawitz | 2024 | 521,876 | | 1,099,997 | 342,000 | 15,000 | 1,978,873 | | Executive Vice President, | 2023 | 500,000 | | 999,993 | 200,813 | 3,630 | 1,704,436 | | General Counsel & Secretary | 2022 | 493,173 | | 999,998 | 242,000 | 3,050 | 1,738,221 | | Mark Prout | 2024 | 450,000 | | 749,997 | 243,000 | 6,767 | 1,449,764 | | Executive Vice President | 2023 | 450,000 | | 749,995 | 180,731 | 3,630 | 1,384,356 | | Chief Information Officer | 2022 | 450,000 | | 749,995 | 236,000 | 3,050 | 1,439,045 | | Michael McDaniel | 2024 | 208,333 | 100,000 | 999,996 | 165,820 | 3,400 | 1,477,549 | | Executive Vice President, | | | | | | | | | Commercial Solutions | | | | | | | |

  61. Summary Compensation Table

    Compensation reported in this table is in U.S. dollars and rounded to the nearest dollar. (A)The amount shown in column (A) represents the $100,000 cash sign-on award in accordance with the terms of Mr. McDaniel’s offer letter in connection with his hiring effective July 17, 2024. (B)Included in column (B) are the aggregate grant date fair values of equity awards made under our LTIP to our named executive officers in fiscal year 2024 as computed in accordance with FASB ASC Topic 718. For additional information, refer to Note 17 in the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the 2024 Annual Report on Form 10-K filed with the SEC on February 19, 2025. 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. Mr. McDaniel’s grant value is reflective of both a $900,000 annual grant plus a one-time sign-on grant value of approximately $100,000 in connection with his hiring. The grant date fair value of the 2024 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 2024 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.

  62. Summary Compensation Table

    | Name | Grant Date | 2024 PRSU—rTSR | | | 2024 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 | 4/1/2024 | 999,999 | 1,021,499 | 1,532,249 | 2,249,999 | 3,374,999 | 1,749,999 | | Stephen Wood | 4/1/2024 | 279,997 | 286,017 | 429,026 | 629,998 | 944,997 | 490,000 | | Michael Krawitz | 4/1/2024 | 219,998 | 224,728 | 337,092 | 494,999 | 742,499 | 385,000 | | Mark Prout | 4/1/2024 | 149,998 | 153,222 | 229,833 | 337,500 | 506,250 | 262,499 | | Michael McDaniel | 7/31/2024 | 199,998 | 204,298 | 306,447 | 449,999 | 674,999 | 349,999 |

  63. Summary Compensation Table

    ____________________ (C)Included in column (C) are the payments made to our named executive officers under the 2024 APIP based on performance. (D)Included in column (D) are the CEO and named executive officer financial planning benefits for 2024.

  64. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding our named executive officers’ equity grants and annual cash incentive awards in 2024, including additional detail regarding the potential threshold, target and maximum award opportunities payable under the 2024 APIP and 2024 PRSU—rTSR and 2024 PRSU—Revenue Growth awards granted under the 2024 LTIP. No stock options were awarded in fiscal year 2024.

  65. Grants of Plan-Based Awards in 2024

    | 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 | 4/1/2024 | 2/1/2024 | | | | | | | 535,168 | 1,749,999 | | | LTIP PRSU—Revenue Growth | 4/1/2024 | 2/1/2024 | | | | 344,037 | 688,073 | 1,032,110 | | 2,249,999 | | | LTIP PRSU—rTSR | 4/1/2024 | 2/1/2024 | | | | 156,193 | 312,385 | 468,578 | | 999,999 | | Stephen Wood | APIP | | | 120,732 | 482,927 | 965,854 | | | | | | | | LTIP RSU | 4/1/2024 | 2/1/2024 | | | | | | | 149,847 | 490,000 | | | LTIP PRSU—Revenue Growth | 4/1/2024 | 2/1/2024 | | | | 96,330 | 192,660 | 288,990 | | 629,998 | | | LTIP PRSU—rTSR | 4/1/2024 | 2/1/2024 | | | | 43,734 | 87,467 | 131,201 | | 279,997 | | Michael Krawitz | APIP | | | 110,054 | 440,215 | 880,430 | | | | | | | | LTIP RSU | 4/1/2024 | 2/1/2024 | | | | | | | 117,737 | 385,000 | | | LTIP PRSU—Revenue Growth | 4/1/2024 | 2/1/2024 | | | | 75,688 | 151,376 | 227,064 | | 495,000 | | | LTIP PRSU—rTSR | 4/1/2024 | 2/1/2024 | | | | 34,362 | 68,724 | 103,086 | | 219,998 | | Mark Prout | APIP | | | 84,375 | 337,500 | 675,000 | | | | | | | | LTIP RSU | 4/1/2024 | 2/1/2024 | | | | | | | 80,275 | 262,499 | | | LTIP PRSU—Revenue Growth | 4/1/2024 | 2/1/2024 | | | | 51,606 | 103,211 | 154,817 | | 337,500 | | | LTIP PRSU—rTSR | 4/1/2024 | 2/1/2024 | | | | 23,429 | 46,857 | 70,286 | | 149,997 | | Michael McDaniel | APIP | | | 48,771 | 195,082 | 390,164 | | | | | | | | LTIP RSU | 7/31/2024 | 6/13/2024 | | | | | | | 85,784 | 349,999 | | | LTIP PRSU—Revenue Growth | 7/31/2024 | 6/13/2024 | | | | 55,147 | 110,294 | 165,441 | | 450,000 | | | LTIP PRSU—rTSR | 7/31/2024 | 6/13/2024 | | | | 25,037 | 50,073 | 75,110 | | 199,998 |

  66. Grants of Plan-Based Awards in 2024

    ____________________ (A)These columns reflect the threshold, target and maximum payout opportunities for the performance measures under the 2024 APIP set by the Compensation Committee. Target amounts have been prorated for February 1, 2024 changes in base salary and APIP targets from $525,000 to $575,000 and 80% to 85% for Mr. Wood; and from $500,000 to $525,000 and 75% to 85% for Mr. Krawitz. The amount for Mr. McDaniel has also been prorated based upon his hire date of July 17, 2024. The actual APIP payout, which was based on 2024 performance is presented in the “Summary Compensation Table” in column (B). (B)These columns reflect the threshold, target and maximum payout opportunities for the 2024 LTIP PRSU awards set by the Compensation Committee. For the PRSU awards granted to Messrs. Skelton, Wood, Krawitz and Prout, the number of units at target for the 2024 PRSU—rTSR awards was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2024 grant date ($3.27) and then applying a factor of 1.0215, as calculated using the Monte Carlo simulation, and rounding the number of shares down to the nearest share. The PRSU—Revenue Growth shares were determined by dividing the approved value of the award by the closing stock price on the April 1, 2024 grant date ($3.27) and rounding down to the nearest share. For the PRSU award granted to Mr. McDaniel, the number of units at target for the 2024 PRSU—rTSR award was determined by dividing the approved value (inclusive of an annual grant value of $900,000 and a one-time sign on grant value of $100,000 in connection with his hiring) of the respective award by the closing stock price on the July 31, 2024 grant date ($4.08) and then applying a factor of 1.0215, as calculated using the Monte Carlo simulation, and rounding the number of shares down to the nearest share. The number or PRSU—Revenue Growth shares was determined by dividing the approved value of the award by the closing stock price on the July 31, 2024 grant date ($4.08) and rounding down to the nearest share. The April 1, 2024 and July 31, 2024 PRSU grants will be subject to the same Revenue Growth and rTSR performance measures, while the time-based requirements will be measured on December 31, 2026 and July 31, 2027, respectively. 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 50%. (C)For RSUs granted to Messrs. Skelton, Wood, Krawitz and Prout, this column includes RSUs granted under the LTIP on April 1, 2024, which vest ratably on December 31, 2024, December 31, 2025 and December 31, 2026. The number of RSUs was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2024 grant date ($3.27) and rounding the number of shares down to the nearest share. For the RSUs granted to Mr. McDaniel, this column includes RSUs granted under the LTIP on July 31, 2024. The number of RSUs was determined by dividing the approved value of the award by the closing stock price on the July 31, 2024 grant date ($4.08) and rounding 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 (B) 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 2024 table see the “Short-Term Incentives” and the “Long-Term Incentives” section of the CD&A.

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the unvested stock awards held by the named executive officers at the end of fiscal year 2024. There are no outstanding stock option awards.

  68. Outstanding Equity Awards at 2024 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 | 4/1/2024 | PRSU— Revenue Growth | | | 688,073 | 2,779,815 | | | 4/1/2024 | PRSU— rTSR | | | 468,578 | 1,893,055 | | | 4/1/2024 | RSU | 356,779 | 1,441,387 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 255,102 | 1,030,612 | | | 4/1/2023 | PRSU— rTSR | | | 254,169 | 1,026,843 | | | 4/1/2023 | RSU | 242,954 | 981,534 | | | | Stephen Wood | 4/1/2024 | PRSU— Revenue Growth | | | 192,660 | 778,346 | | | 4/1/2024 | PRSU— rTSR | | | 131,201 | 530,052 | | | 4/1/2024 | RSU | 99,898 | 403,588 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 58,673 | 237,039 | | | 4/1/2023 | PRSU— rTSR | | | 58,458 | 236,170 | | | 4/1/2023 | RSU | 55,880 | 225,755 | | | | Michael Krawitz | 4/1/2024 | PRSU— Revenue Growth | | | 151,376 | 611,559 | | | 4/1/2024 | PRSU— rTSR | | | 103,086 | 416,467 | | | 4/1/2024 | RSU | 78,492 | 317,108 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 51,020 | 206,121 | | | 4/1/2023 | PRSU— rTSR | | | 50,833 | 205,365 | | | 4/1/2023 | RSU | 48,591 | 196,308 | | | | Mark Prout | 4/1/2024 | PRSU— Revenue Growth | | | 103,211 | 416,972 | | | 4/1/2024 | PRSU— rTSR | | | 70,286 | 283,955 | | | 4/1/2024 | RSU | 53,517 | 216,209 | | | | | 4/1/2023 | PRSU— Revenue Growth | | | 38,265 | 154,591 | | | 4/1/2023 | PRSU— rTSR | | | 38,125 | 154,025 | | | 4/1/2023 | RSU | 36,443 | 147,230 | | | | Michael McDaniel | 7/31/2024 | PRSU— Revenue Growth | | | 110,294 | 445,588 | | | 7/31/2024 | PRSU— rTSR | | | 75,110 | 303,444 | | | 7/31/2024 | RSU | 85,784 | 346,567 | | |

  69. Outstanding Equity Awards at 2024 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, 2023 RSUs vest their remaining shares on December 31, 2025; and the April 1, 2024 RSUs vest one-half of their remaining shares on December 31, 2025 and the remaining one-half on December 31, 2026. The July 31, 2024 RSUs vest one-third per year on each of July 31, 2025, July 31, 2026 and July 31, 2027. (2)The market value is based on the December 31, 2024 closing price of our Common Stock of $4.04 per share. (3)The awards presented in this column consist of unearned Performance Restricted Stock Unit awards (as of December 31, 2024) granted under the LTIP. The awards are included at the following values based upon performance through December 31, 2024:

  70. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Grant Date & Award | Value | | 4/1/2024 & 7/31/2024 PRSU— Revenue Growth | Target (100%) | | 4/1/2024 & 7/31/2024 PRSU— rTSR | Maximum (150%) | | 4/1/2023 PRSU— Revenue Growth | Threshold (50%) | | 4/1/2023 PRSU— rTSR | Target (100%) |

  71. Outstanding Equity Awards at 2024 Fiscal Year-End

    The April 1, 2024 PRSU—Revenue Hurdle and 2024 PRSU—rTSR awards and July 31, 2024 PRSU—Revenue Hurdle and PRSU—rTSR awards are scheduled for vesting on December 31, 2026 and July 31, 2027, respectively, after conclusion of the measurement period and the time-based vesting requirements. The April 1, 2023 PRSU—Revenue Hurdle and 2023 PRSU—rTSR awards are scheduled for vesting on December 31, 2025, after the conclusion of the measurement period and time-based vesting requirements.

  72. Stock Vested in 2024

    Stock Vested in 2024 The following table shows the amount realized by named executive officers upon the vesting of stock awards during 2024.

  73. Stock Vested in 2024

    | Name | Number of Shares (#) (A) | Value Realized on Vesting ($) (B) | | Clifford Skelton | 557,824 | 2,253,609 | | Stephen Wood | 148,869 | 596,664 | | Michael Krawitz | 119,949 | 484,594 | | Mark Prout | 87,286 | 352,635 | | Michael McDaniel | — | — |

  74. Stock Vested in 2024

    ____________________ (A)The shares shown in this column include RSUs that vested on June 30, 2024 and December 31, 2024. (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, $4.04 on December 31, 2024 and $3.26 on June 30, 2024. The aggregate dollar value realized upon vesting includes the value of shares withheld to pay taxes.

  75. 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, 2024, 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, 2024 and are based on the closing market price of Conduent Common Stock of $4.04 as of December 31, 2024.

  76. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination for Retirement (A) | Involuntary Termination Not for Cause (B) | Involuntary Termination Not for Cause or Termination for Good Reason, after Change in Control (C) | Death & Disability (D) | | Clifford Skelton | | | | | | • Cash Severance ($) | | 835,000 | 5,218,750 | - | | • Non-Equity Incentive Awards ($) | | 901,800 | 901,800 | 901,800 | | • Equity Incentive Awards ($) | 6,650,103 | 6,286,309 | 9,552,893 | 8,214,495 | | • Healthcare Benefits ($) | | - | - | - | | Clifford Skelton Total Termination Benefits ($) | 6,650,103 | 8,023,109 | 15,673,443 | 9,116,295 | | Stephen Wood | | | | | | • Cash Severance ($) | | 575,000 | 2,127,500 | - | | • Non-Equity Incentive Awards ($) | | 400,000 | 400,000 | 400,000 | | • Equity Incentive Awards ($) | | 1,602,629 | 2,471,304 | 2,142,518 | | • Healthcare Benefits ($) | | 15,315 | 30,630 | - | | Stephen Wood Total Termination Benefits ($) | | 2,592,944 | 5,029,434 | 2,542,518 | | Michael Krawitz | | | | | | • Cash Severance ($) | | 525,000 | 1,942,500 | - | | • Non-Equity Incentive Awards ($) | | 342,000 | 342,000 | 342,000 | | • Equity Incentive Awards ($) | | 1,319,971 | 2,020,226 | 1,744,171 | | • Healthcare Benefits ($) | | 5,547 | 11,094 | - | | Michael Krawitz Total Termination Benefits ($) | | 2,192,518 | 4,315,820 | 2,086,171 | | Mark Prout | | | | | | • Cash Severance ($) | | 450,000 | 1,575,000 | - | | • Non-Equity Incentive Awards ($) | | 243,000 | 243,000 | 243,000 | | • Equity Incentive Awards ($) | 997,513 | 942,940 | 1,432,919 | 1,232,169 | | • Healthcare Benefits ($) | | 15,852 | 31,704 | - | | Mark Prout Total Termination Benefits ($) | 997,513 | 1,651,792 | 3,282,623 | 1,475,169 | | Michael McDaniel | | | | | | • Cash Severance ($) | | 500,000 | 1,850,000 | - | | • Non-Equity Incentive Awards ($) | | 165,820 | 165,820 | 165,820 | | • Equity Incentive Awards ($) | | 437,857 | 994,450 | 927,226 | | • Healthcare Benefits ($) | | 15,314 | 30,628 | - | | Michael McDaniel Total Termination Benefits ($) | | 1,118,991 | 3,040,898 | 1,093,046 |

  77. Potential Payments Upon Termination or Change in Control

    ____________________ (A)This column reflects the outstanding LTIP incentive awards of Messrs. Skelton and Prout, who as of December 31, 2024, are eligible for retirement, under our long-term incentive plan award agreements. (Please refer to the Long-Term Incentive Retirement Provision under the “Employment and Separation” section for the details on qualifications for retirement.) The outstanding 2023 RSU, 2024 RSU and 2024 PRSU Revenue Growth Awards will continue to vest without proration. The 2023 and 2024 PRSU—rTSR, and 2023 PRSU—Revenue Growth awards are reflected at prorated amounts, based on the number of full months of service as an employee during the vesting period awards (24 of 36 months for the 2023 PRSU awards, and 12 of 36 months for the 2024 PRSU—rTSR awards). Further, all of the PRSU awards continue to be subject to actual performance achievement. The amounts reflected here list the 2023 & 2024 PRSU—rTSR awards at target; the 2023 PRSU— Revenue Growth awards at 66.25% for 2023 performance, 0% for 2024 performance and at target for 2025 performance; and the 2024 PRSU—Revenue Growth awards are shown at 54.74% for 2024 performance, and at target performance for 2025 and 2026). None of our other named executive officers qualify for the Long-Term Incentive retirement benefits based on the provisions in the award agreements. (B)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 2024 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, the NEOs would be entitled to receive continued vesting through a 52-week severance period (the column reflects a vesting period continued through December 31, 2025), 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 amounts reflected here list the 2023 & 2024 PRSU—rTSR awards at target; the 2023 PRSU—Revenue Growth awards at 55.42% (an average of 66.25% for 2023 performance, 0% for 2024 performance and 100% target for 2025 performance); and the 2024 PRSU—Revenue Growth awards are shown at 84.91% (an average of 54.74% for 2024 performance, and target performance for both 2025 and 2026). (C)If there was a change in control on December 31, 2024, our named executive officers would have been covered under the Executive Change-in-Control Severance 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 sum of 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 sum of the then-current annual base salary and short-term incentive award target for Messrs. Wood, Krawitz, Prout, and McDaniel; •Continuation of specified welfare benefits at active employee rates for a period of 12 months plus an additional lump-sum payment equal to the value of 12 months of Conduent’s portion of medical, dental and healthcare premiums for Messrs. Skelton, Wood, Krawitz, Prout and McDaniel; 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 2024 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. (D)Termination following disability or death on December 31, 2024 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 2024 short-term incentive payment shown at actual achievement against performance goals; full vesting of PRSUs, subject to actual performance achievement, estimated here as follows: 2023 & 2024 PRSU—rTSR awards at target; the 2023 PRSU—Revenue Growth awards at 55.42% (An average of 66.25% for 2023 performance, 0% for 2024 performance and 100% target for 2025 performance); and the 2024 PRSU—Revenue Growth awards at 84.91% (an average of 54.74% for 2024 performance, and target performance for both 2025 and 2026). The 2023 PRSUs and 2024 PRSUs are subject to performance conditions, and scheduled to vest on December 31, 2025 and December 31, 2026, respectively;

  78. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure To determine the 2024 CEO Pay Ratio, we used the amount reported in the Total column in the 2024 Summary Compensation Table for our CEO total compensation of $6,751,797 and the 2024 compensation for our median associate of $23,969, as calculated using 2024 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 2024 was 282:1. This represents a reasonable estimate, calculated in a manner consistent with SEC regulations. During our last completed fiscal year, we determined that there has been no change in our employee population or employee compensation programs that would significantly impact our 2024 CEO Pay Ratio. However, the median employee we identified in 2022 experienced a change to their compensation program impacting their compensation level. Thus, it was no longer appropriate to use the original median employee, and we selected a new median employee whose compensation was substantially similar to the compensation of the original median employee identified for 2022, based on the methodology used to select the original median employee as disclosed in our 2022 proxy statement. 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.

  79. 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 2024 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 1500 Data Processing & Outsource Services Index (“Peer Group TSR”); and ii.the relationships between CAP and our cumulative TSR, 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 23 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  80. 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 2024 PRSU awards, and Revenue, Adjusted EBITDA Margin, and Net ARR Activity are used as metrics in our 2024 APIP. (Please see “Definitions” on page 49 of this Proxy Statement for full definitions.)

  81. Performance Measures Used for Linking Pay versus Performance

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

  82. 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 2024, 2023, 2022, 2021 and 2020.

  83. 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 TSR | | | | 2024 | 6,751,797 | 7,577,477 | 1,818,991 | 1,937,592 | 65 | 126 | 426 | 3,356 | | 2023 | 6,473,771 | 5,550,137 | 1,486,085 | 1,345,749 | 59 | 119 | (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 |

  84. 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.Our other NEOs for 2024, 2023, 2022, 2021 & 2020 are identified as follows:

  85. Pay Versus Performance Table

    | Other NEOs / Year | 2024 | 2023 | 2022 | 2021 | 2020 | | Stephen Wood | x | x | x | x | | | Michael Krawitz | x | x | x | x | x | | Mark Prout | x | x | x | x | x | | Michael McDaniel | x | | | | | | Randall King | | x | | | | | Mark King | | x | | | | | Louis Keyes | | | x | x | x | | Brian Webb-Walsh | | | | x | x |

  86. Pay Versus Performance Table

    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 1500 Data Processing & Outsourced Services Index, which is an industry line peer group reported in the performance graph included in the Company’s 2024 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. In 2024, we reevaluated our industry index and determined that the S&P 1500 Data Processing and Outsourced Services Index consists of more companies that are more size appropriate for comparative purposes than the prior industry index, the S&P 500 Data Processing & Outsourced Services Index. For this fiscal year only, we are also presenting below the prior industry index, the S&P Data Processing & Outsourced Services Index, alongside Conduent’s Total Shareholder Return:

  87. Pay Versus Performance Table

    | Year | Total Shareholder Return | 2023 Peer Group TSR | | 2024 | 65 | 173 | | 2023 | 59 | 155 | | 2022 | 65 | 100 | | 2021 | 86 | 120 | | 2020 | 77 | 125 |

  88. Pay Versus Performance 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.

  89. Directors and Officers Liability Insurance and Indemnity

    Directors and Officers Liability Insurance and Indemnity On June 1, 2024, 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, Ascot Insurance Company, 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 XL Specialty Insurance Company. The policies expire June 1, 2025, and the total annual premium is approximately $3,800,000.