DEF 14A of Conduent Inc, Apr 3, 2026

DEF 14A of Conduent Inc

Filed Apr 3, 2026 · FY20250001677703-26-000043

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 are currently directors of the Company and, other than Michael Fucci and Greta Van, were elected by our shareholders at the 2025 Annual Meeting of Shareholders. On March 2, 2026, Kathy Higgins Victor, who has served as a director since 2019, informed the Company that she did not wish to be 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 (and following Mr. Deason’s death, the DD Revocable Trust, as successor in interest to the shares beneficially owned by Mr. 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 Harsha V. Agadi, President and 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

    | | Agadi | Fucci | Letier | Paláu- Hernández | Van | | Experience, expertise or attribute | | | | | | | Industry Expertise | 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 | X | | Strategy | X | X | X | X | X | | Identity | | | | | | | Gender Expression | Male | Male | Male | Female | Female | | LGBTQ+ | No | No | No | No | No | | Race/Ethnicity | Asian | White | White | Hispanic | White | | Veteran | No | No | No | No | No |

  6. Director Nominee Skills and Demographic Matrix

    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

    | | Harsha V. Agadi Age: 63 Director since: 2025 Non-Independent Occupation: President and Chief Executive Officer, Conduent Incorporated; Chairman and CEO GHS Holdings, LLC Other Public Company Directorships: Flotek Industries, Inc. (since 2020); Crawford & Company (2010-2021); Belmond Ltd. (2011-2019) |

  8. Director Nominee Skills and Demographic Matrix

    Other Background: On January 16, 2026, the Board appointed Mr. Agadi to serve as our President and Chief Executive Officer. In addition, 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: FTK), 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.

  9. Director Nominee Skills and Demographic Matrix

    | | Michael Fucci Age: 67 Director since: 2025 Independent Occupation: Chair, Deloitte US (Retired) Other Public Company Directorships: Acadia Healthcare Company Inc. (since 2020); Flotek Industries, Inc. (since 2020) |

  10. Director Nominee Skills and Demographic Matrix

    Other Background: Mr. Fucci brings more than 40 years of leadership experience, including serving as Chair from 2015-2019 for Deloitte US. In that role, he provided governance and strategic oversight on key priorities including enterprise strategy, leadership succession, risk management, talent development and executive compensation. Mr. Fucci has deep expertise in professional services across multiple industries, and he served as Deloitte’s Lead Advisory Partner to American Express and JP Morgan Chase. Prior to these roles, Mr. Fucci served in leadership positions of increasing responsibility at Deloitte Consulting, including as Chief Operating Officer and a member of Deloitte’s operating committee, as well as National Managing Director for both the Advisory & Services and U.S. Human Capital practices. Mr. Fucci currently serves on two other public company boards as a member of the Audit and Risk, Finance and Compensation Committees for Acadia Healthcare Company Inc. (Nasdaq: ACHC) and Chair for the Compensation and Risk & Sustainability Committees as well as a member of the Audit & Corporate Governance and Nominating Committees for Flotek Industries, Inc. (NYSE: FTK). Mr. Fucci also previously served as Director and Chair of Deloitte US. Mr. Fucci holds a Bachelor of Science in Mathematics from Montclair State University in New Jersey. Mr. Fucci brings to the Board significant experience in leadership, global business, business operations and audit experience from his professional experience and his roles on other public company boards.

  11. Director Nominee Skills and Demographic Matrix

    | | Scott Letier Age: 65 Director since: 2018 Independent Occupation: Managing Director of Deason Capital Management, LLC, the family office for the Deason Family Other Public Company Directorships: Perimeter Acquisition Corp. I (since 2025); Xerox Holding Corporation (since 2018). The Deason Family has a non-controlling interest in Xerox Holding Corporation through the ownership of securities. |

  12. Director Nominee Skills and Demographic Matrix

    Other Background: Mr. Letier has served as Chief Investment Officer and Managing Director of Deason Capital Management (previously Deason Capital Services, LLC), the family office for the Deason Family (“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 30 years of experience in leadership roles, previously serving as a private equity investment professional and chief financial officer. He began his career in the assurance group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves on two other public company boards: the Chairman of the Board of Directors of Xerox Holdings, Inc. (Nasdaq: XRX), a print and IT services company; and Perimeter Acquisition Corp. I (Nasdaq: PMTR), a SPAC focused on the defense and aerospace sectors. Mr. Letier also serves on the boards of several private companies including: Gardenuity, Inc., Colvin Resources Group, Great American Media Group, LLC, and Terso Solutions, Inc. In addition, Mr. Letier serves on the fund advisory board of Anchor Capital GP, a Dallas-based private equity firm and venture capital fund, Griffis Residential, a Denver-based multi-family real estate management and investment firm, and Willow Hill Partners, LLC, a Dallas-based multi-strategy investment group. Mr. Letier was formerly 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 the Deason Family pursuant to the Deason Agreement. With his over 30 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.

  13. Director Nominee Skills and Demographic Matrix

    | | Margarita Paláu-Hernández (Chair of the Board) Age: 69 Director since: 2019 Independent Occupation: Founder and Chief Executive Officer of Hernández Ventures Other Public Company Directorships: Icahn Enterprises L.P. (since 2025); International Flavors and Fragrances (2024-2025); 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) |

  14. 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, 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 Icahn Enterprises L.P. (Nasdaq: IEP) since November 2025. She was previously a member of the International Flavors and Fragrances (NYSE: IFF) board from June 2024 to October 2025, the Apartment Income REIT Corporation (NYSE: AIV) board from December 2021 to May 2024, Xerox Holdings Corporation (Nasdaq: XRX) board from June 2021 to May 2024, Occidental Petroleum Corporation (NYSE: OXY) board from March 2020 to May 2022, Herbalife Nutrition Ltd. (NYSE: HLF) 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.

  15. Director Nominee Skills and Demographic Matrix

    | | Greta Van Age: 57 Director since: 2026 Independent Occupation: Chief Audit Executive, Jack Henry & Associates Other Public Company Directorships: None |

  16. Director Nominee Skills and Demographic Matrix

    Ms. Van has served as Chief Audit Executive at Jack Henry & Associates (Nasdaq: JKHY), a financial technology and payment processing services company, since October 2021. Prior to Jack Henry & Associates, Ms. Van served as Chief Strategy Officer at Crawford & Company (NYSE: CRD), a third party administrator of claims, from 2017 to 2020 and as the Senior Vice President – Internal Audit at Crawford & Company from 2014 to 2017. She also held internal audit-related leadership roles at companies such as Internap, an IT infrastructure company, Comverge, an international energy management solutions provider, and Accretive Solutions, an accounting and finance services company, earlier in her career. Ms. Van is a Certified Public Accountant and Certified Internal Auditor and received her Bachelor of Science from Clemson University and her Master of Professional Accounting from Georgia State University. Ms. Van brings to the Board over 30 years of experience in leadership, internal and external audit, governance and mergers and acquisitions.

  17. Board Diversity Matrix As of April 1, 2025 and 2026 and Nominees

    Board Diversity Matrix As of April 1, 2025 and 2026 and Nominees

  18. Board Diversity Matrix As of April 1, 2025 and 2026 and Nominees

    | | As of April 1, | | | | | 2025 | 2026 | Nominees | | Board Size: | | | | | Total Number of Directors | 5 | 6 | 5 | | Number of Directors based on Gender Identity: | | | | | Male | 3 | 3 | 3 | | Female | 2 | 3 | 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 | 1 | 1 | | Hispanic or Latinx | 2 | 1 | 1 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | | White | 3 | 4 | 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 | 0 | 0 |

  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. 2025 Director Compensation Table

    2025 Director Compensation Table The following table shows the compensation paid by Conduent to its non-employee directors for the fiscal year ended December 31, 2025. Clifford Skelton, our former Chief Executive Officer, is not included in this table because he was an employee of the Company during 2025 and received no additional compensation for his service as a director. The compensation received by Mr. Skelton as an employee is included in the 2025 Summary Compensation Table below. In addition, Harsha V. Agadi, our current President and Chief Executive Officer, is included in this table because he was not an employee of the Company during 2025 and received compensation as a non-employee director for his service during 2025. Greta Van is also not included in this table because she did not join the Board until after the end of the fiscal year ended December 31, 2025.

  23. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Harsha Agadi | 133,389 | 126,667 | — | 260,056 | | Michael Fucci | 13,333 | 31,667 | — | 45,000 | | Kathy Higgins Victor | 127,833 | 190,000 | — | 317,833 | | Scott Letier | 205,026(2) | 190,000 | — | 395,026 | | Michael Montelongo | 67,500(3) | 190,000 | — | 257,500 | | Margarita Paláu-Hernández | 129,917 | 190,000 | — | 319,917 |

  24. 2025 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 $102,513. (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, 2025 is as follows: Mr. Agadi: 55,556, Mr. Fucci: 13,419, Ms. Higgins Victor: 247,293, Mr. Letier: 473,610; and Ms. Paláu-Hernández: 264,789.

  25. 2026 Chief Executive Officer Transition

    2026 Chief Executive Officer Transition On January 16, 2026, Clifford Skelton departed Conduent as President and Chief Executive Officer. Mr. Skelton is eligible for such separation benefits consistent with a termination without cause under the Company’s U.S. Executive Severance Policy, the Company’s 2021 Performance Incentive Plan, the Company’s Annual Performance Incentive Plan and Mr. Skelton’s incentive equity award agreements. Also, on January 16, 2026, the Company appointed Harsha V. Agadi, Chairman of the Board since August 2025, as Chief Executive Officer. Mr. Agadi’s base salary will be $880,000 and he is eligible to receive a target short-term incentive award of 150% of base salary in 2026. Mr. Agadi also received a long-term incentive equity award in the amount of 1.7 million restricted stock units, which is in lieu of any other annual grant for fiscal 2026, with 40% of the award issued as time-vested restricted stock units (“RSUs”) and 60% issued as performance restricted stock units (“PRSUs”). The RSUs vest ratably over a three-year period, ending December 31, 2028. The PRSUs are tied to achievement of stock price goals during a three-year performance period ending December 31, 2028. The number of PRSUs earned, which is determined based on the average closing price of a share of Company stock over any 120-consecutive-day period reaching certain goals, with 25% of the shares earned based on achievement of a stock price goal of $2.50 and 100% of the shares earned based on achievement of a stock price goal of $5.00, will vest on the last day of the performance period. (Linear interpolation will be used in between stock price goals.)

  26. Executive Summary

    Executive Summary With revenues of approximately $3 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, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 51,000 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 creating 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 2025 compensation program links pay to performance, aligns to our shareholder interests, and reflects our 2025 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 (“TSR”) 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 Adjusted Revenue, Net ARR Activity Metric and Adjusted EBITDA margins and thus is also aligned with the annual incentive plan.

  27. 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 2025 APIP were Adjusted Revenue (weighted 40%), Adjusted EBITDA Margin (weighted 40%) and Net ARR Activity (weighted 20%). For the 2025 performance year, our APIP was amended on June 1, 2025, for our named executive officers and other senior executives to a program that would award 80% in Annual Performance Incentive Plan Shares (“APIP Shares”) and 20% in cash. As calculated, our 2025 financial results would have led to a 79.3% of target funding for the 2025 APIP. However, the Compensation Committee determined that the calculated amount of 79.3% using the established metrics did not properly reflect the overall Company performance. As a result, the Compensation Committee used its discretion under the APIP plan documents to reduce the aggregate APIP pool to $15.4M and cancel the issuance of APIP Shares to avoid incremental shareholder dilution. The 2025 Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity metric performance goals were established in March 2025. 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 54 of this Proxy Statement for information on our Non-GAAP financial measures.

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

    Long-Term Incentive Plan (“LTIP”) Results 2025 LTIP Grants Our annual 2025 LTIP grant consisted of time-based restricted stock units (“RSUs”) with respect to 35% of the grant for our President and Chief Executive Officer (“CEO”) and our Executive Vice President and Chief Financial Officer (“CFO”) at the time of grant; and 50% for our other named executive officers, all vesting ratably over a three-year period; and performance-based restricted stock units (“PRSUs”) for the remaining 65% of the grant for our CEO and CFO, and the remaining 50% for our other named executive officers, at the time of grant. The annual PRSUs granted to our named executive officers are approximately 70% based on revenue growth (“2025 PRSU—Revenue Growth”), calculated by averaging annual revenue growth for the three-year period ending December 31, 2027; and the remaining 30% based on relative TSR (“2025 PRSU—rTSR”), as compared to our August 2024 compensation peers. The annual 2025 LTIP grants balance our need to increase revenues and drive shareholder value, while fostering participant retention and stock ownership. 2023 LTIP Results Our 2023 LTIP grant consisted of time-based RSUs with respect to 50% of the grant, vesting ratably over a three-year period; and performance-based PRSUs with respect to 50% of the grant, of which approximately 70% were based on revenue growth (“2023 PRSU—Revenue Growth”) and the remaining approximate 30% based on relative TSR (“2023 PRSU—rTSR”), each vesting over three-year periods. The 2023 PRSU—rTSR was based on Conduent’s three-year relative TSR (“rTSR”) as compared to our August 2022 compensation peers, and the PRSU—Revenue Growth was based on our average annual revenue growth for the three-year period, ending December 31, 2025. The 2025 1/3 portion of the 2023 PRSU—Revenue Growth resulted in 0% of target, which was averaged with the 2024 results of 0% of target, and the 2023 results of 66.25% of target, to determine a final payout of 22.08% of target. For our 2023 PRSU—rTSR grant, our relative shareholder return results based on our peer group ranking was at the 25th percentile, which resulted in a 50% of target payout.

  29. 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.(1) | | ✓ | Engage an Independent Consultant under the direction of the Compensation Committee. | X | Provide guaranteed incentive payouts for named executive officers. |

  30. Checklist of Compensation Practices

    (1)In connection with Mr. Agadi’s appointment to CEO, the Compensation Committee, as a one-time exception, granted RSUs and PRSUs in 2026 that included single-trigger vesting upon a change in control.

  31. 2025 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 | Former President and Chief Executive Officer | $835,000 | 150% | $5,000,000 | $7,087,500 | | Giles Goodburn1 | Executive Vice President and Chief Financial Officer | $475,000 | 75% | $700,000 | $1,531,250 | | Michael Krawitz | Executive Vice President, General Counsel & Secretary | $525,000 | 85% | $1,100,000 | $2,071,250 | | Adam Appleby | Executive Vice President, Public Sector | $475,000 | 80% | $650,000 | $1,505,000 | | Mark Prout | Former Executive Vice President, Chief Information and Technology Officer | $450,000 | 75% | $750,000 | $1,537,500 | | Stephen Wood | Former Executive Vice President and Chief Financial Office | $575,000 | 85% | $1,400,000 | $2,463,750 | | Michael McDaniel | Former Executive Vice President, Commercial Solutions | $500,000 | 85% | $1,000,000 | $1,925,000 |

  32. 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 2025, 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 2024/2025 Peer Group was used to benchmark 2024 compensation and assist in setting 2025 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 TSR performance for our 2025 PRSU—rTSR awards. In August 2024, the Compensation Committee reviewed the 2023/2024 peer group and approved the following changes for 2024/2025: removed Leidos due to its larger size, removed Veradigm, as it was delisted, and added TaskUs, a size-appropriate business competitor. The resulting 2024/2025 peer group is shown below. The Compensation Committee 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:

  33. Process for Determining Compensation

    | 2024 / 2025 Peer Group | | | Alight (ALIT) | Genpact LTD (G) | | CACI International Inc (CACI) | ICF Intl (ICFI) | | CGI Group (GIB) | Maximus, Inc (MMS) | | Concentrix (CNXC) | TaskUs (TASK) | | CSG Systems Intl (CSGS) | TELUS Intl (TIXT) | | ExlService (EXLS) | TriNet Group (TNET) |

  34. 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, 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. For 2025, our APIP was amended on June 1, 2025, for our named executive officers and other senior executives to deliver 80% in the form of Annual Performance Incentive Plan Shares (“APIP Shares”) and the remaining 20% in cash (“APIP Cash”). The APIP metrics and goals are the same for the APIP Shares and APIP Cash. The payout is determined at the end of the performance period on December 31, 2025. The APIP Shares were granted on June 1, 2025 and earned shares would vest one-half on March 30, 2026, and one-half on March 30, 2027. On March 11, 2026, the Committee used its discretion under the APIP plan documents to reduce the aggregate APIP pool and to cancel the issuance of APIP Shares to avoid incremental shareholder dilution. Thus, any 2025 APIP payouts were awarded in cash. 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.

  35. 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 total APIP target percentages for 2025 and 2024 for our named executive officers, as of December 31, 2025. An increase was made to the short-term incentive target percentages from 2024 to 2025 for Mr. Goodburn to reflect his promotion to CFO and better align target level with external market rates. Mr. Goodburn and Mr. Appleby were not executive officers in 2024.

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

    | Executive | Target Short-Term Incentive as of 12/31/2025 (% of Base Salary) | Target Short-Term Incentive as of 12/31/2024 (% of Base Salary) | | Clifford Skelton | 150% | 150% | | Giles Goodburn | 75% | NA | | Michael Krawitz | 85% | 85% | | Adam Appleby | 80% | NA | | Mark Prout | 75% | 75% |

  37. Short-Term Incentive Performance Measures

    Short-Term Incentive Performance Measures The Compensation Committee established the APIP for 2025 pursuant to which each named executive officer is eligible to receive an incentive payout, assuming Conduent attains certain pre-established performance goals. In 2025, the performance goals for the APIP were designed to align with Conduent’s overall strategies, goals and objectives. Our 2025 performance goals were based on Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity. Our 2025 Revenue target was lower than our 2024 target and actual results, due primarily to the impact of divestitures, contract losses and lower volumes within the Commercial and Government businesses. 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 profit 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 2025, but did exercise discretion to decrease funding under the APIP, as further described below. The 2025 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:

  38. •Net ARR Activity (20% weight)

    •Net ARR Activity (20% weight) (Please see “Definitions” and “Non-GAAP Financial Measures” on page 54 of this Proxy Statement for full definitions and reconciliation.) The APIP funding level for achieving threshold performance is 25% of target. The APIP funding level for achieving target performance is 100% of target. The APIP funding level for achieving maximum performance is 150% of target, and the APIP funding level for Over-Achievement 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 2025 Threshold, Target, Maximum and Over-Achievement APIP targets, as applicable, for our 2025 APIP Goals:

  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, if applicable, 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. 2025 Performance for Short-Term Incentive Award Payouts

    2025 Performance for Short-Term Incentive Award Payouts The 2025 APIP pool was $15.4M following the Compensation Committee’s review of 2025 financial results and the Compensation Committee’s downward adjustment. Details for our named executive officers as of December 31, 2025 are below:

  41. 2025 Performance for Short-Term Incentive Award Payouts

    | Executive | 2025 | 2025 | 2025 | | | Bonus Target Amount | Actual Cash Bonus Amount | Actual Bonus as a % of Target | | Clifford Skelton | $1,252,500 | $— | —% | | Giles Goodburn | $313,568 | $219,498 | 70% | | Michael Krawitz | $446,250 | $267,750 | 60% | | Adam Appleby | $380,000 | $228,000 | 60% | | Mark Prout | $337,500 | $— | —% |

  42. 2025 Performance for Short-Term Incentive Award Payouts

    The bonus target amount for Mr. Goodburn was prorated for his May 1, 2025 promotional increases in annual base salary from $350,000 to $475,000, and target percentage increase from 65% to 75%. All other APIP total target bonus percentages for our named executive officers remained consistent from 2024 to 2025. No APIP Cash bonus payments were made to Messrs. Skelton, Prout, Wood or McDaniel. Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards in 2025” 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 2025, the Compensation Committee approved annual 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, 2025 grant date for our executive officers. The Compensation Committee also approved a one-time promotional long-term incentive grant on June 1, 2025 to Mr. Goodburn upon his appointment to CFO. Additional information regarding the annual 2025 LTIP awards can be found in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2025” table.

  44. Long-Term Incentive Program and Performance Measures

    Long-Term Incentive Program and Performance Measures Our annual long-term incentive awards granted on April 1, 2025 and a one-time promotional grant for Mr. Goodburn awarded on June 1, 2025 were made pursuant to the Conduent Incorporated 2021 Performance Incentive Plan. For our CEO and acting CFO, 35% of their target long-term incentive values were granted in the form of Restricted Stock Units and 65% in Performance Restricted Stock Units. For our other named executive officers, 50% of their target long-term incentive value was granted in the form of Restricted Stock Units and 50% in Performance Restricted Stock Units. The Performance Restricted Stock Units were weighted approximately 70% in Revenue Growth Targets, referred to as “2025 PRSU—Revenue Growth” and the remaining approximate 30% to a rTSR measure compared with our 2024-2025 Peer group, referred to as “2025 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, 2025 and June 1, 2025, vest 1/3 each on, December 31 of 2025, 2026 and 2027; and June 1, 2026, 2027 and 2028, respectively. The number of RSUs are calculated by taking the approved target RSU award values and dividing by the closing price of Conduent Common Stock on the grant effective dates. The RSU shares are then rounded down to the nearest whole share. The target number of 2025 PRSU—Revenue Growth shares were determined by dividing the approved target PRSU—Revenue Growth long-term incentive award target value by the closing price of Conduent Common Stock on the grant effective dates, and then rounding down to the nearest whole share. The target number of PRSU—rTSR shares were determined by dividing the approved long-term incentive award PRSU—rTSR target value by the grant date fair value per share, determined using a Monte Carlo simulation. The calculated 2025 PRSU—rTSR shares for all named executive officers were then rounded down to the nearest whole share. Both types of 2025 PRSU awards cliff vest after three years and have performance measures tied to three years. The 2025 PRSU—Revenue Growth targets were established at grant for each calendar year of 2025, 2026 and 2027. The three annual results will be averaged to determine a final payout. The Revenue Growth targets and payout percentages for both the April 1, 2025 grants and the June 1, 2025 promotional LTIP grant for Mr. Goodburn are as follows:

  45. Long-Term Incentive Program and Performance Measures

    | Revenue Growth from Previous Fiscal Year | 2025 | 2026 | 2027 | Payout % | | Maximum | 1.3% | 4.0% | 5.5% | 150% | | Target | (0.7)% | 1.5% | 2.5% | 100% | | Threshold | (2.7)% | (1.0)% | (0.5)% | 50% |

  46. Long-Term Incentive Program and Performance Measures

    Similar to the Adjusted Revenue target goal in our APIP, the target 2025 revenue growth goal was negative due primarily to the impact of divestitures, business runoff from prior years and lower volumes within our Commercial and Government businesses. 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 2025 Revenue growth from 2024 fiscal year was (3.14)%, resulting in a 0% of target calculation for the first one-third measurement period of the award. This result will be averaged with the 2026 and 2027 results to determine a final payout at the end of the three-year period. For the 2025 PRSU—rTSR awards, we measure Conduent’s stock performance relative to our 2024-2025 proxy peer group, established in August 2024. See “Peer Group” section above. Conduent’s rTSR percentile rank against the 2024-2025 proxy peer group will be measured over the period of April 1, 2025 through December 31, 2027 for both the April 1, 2025 and the June 1, 2025 annual LTIP 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 % of Target | | >=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 four times the target value at vest. 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 2025 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. 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% | | Achievement | 66.3% | 0.0% | 0.0% | 22.08% |

  51. 2023 PRSUs

    The results achieved for the 2023, 2024 and 2025 revenue growth measures are as follows: 2023 Revenue Growth was (3.36%) and resulted in a 66.25% achievement for fiscal year-ending December 31, 2023. 2024 Revenue Growth was (3.14%), below threshold, resulting in 0% of target achievement for the fiscal year-ending December 31, 2024. The 2025 Revenue Growth was (4.08%), resulting in 0% of target achievement. The final payout was therefore calculated and settled at 22.08% achievement of target, the average of the 2025, 2024 and 2023 results. 2023 PRSU—rTSR Award The 2023 PRSU—rTSR award was based upon Conduent’s TSR as compared to the rTSR of our 2023 proxy peer group (as approved on August 23, 2022) for the April 1, 2023 through December 31, 2025 performance period, with targets and payout percentages as follows:

  52. 2023 PRSUs

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

  53. 2023 PRSUs

    | 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 | (3.3)% | 0.5% | 1.0% | 50% | | Achievement | 54.7% | 0.0% | To be determined | To be determined |

  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. Messrs. Wood and McDaniel received severance pay under this policy in 2025.

  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 2024 and 2025: •RSUs will continue to vest according to the original schedule; and •All April 1, 2024 PRSU--rTSR and April 1, 2025 PRSU—rTSR awards; and the April 1, 2025 PRSU—Revenue Growth awards and June 1, 2025 APIP Share awards (had they not been cancelled) for Messrs. Krawitz, Appleby and Prout 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, •All April 1, 2024 PRSU—Revenue Growth awards, and the April 1, 2025 PRSU—Revenue Growth award for Mr. Skelton; the June 1, 2025 APIP Share awards for Messrs. Skelton and Goodburn (had they not been cancelled), and the June 1, 2025 PRSU—Revenue Growth award for Mr. Goodburn 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. At December 31, 2025, Messrs. Skelton and Prout were 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 49 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 2025, 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. The Conduent Incorporated 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, 2025. This table also includes our Former Chief Financial Officer, Stephen Wood and our Former Executive Vice President, Commercial Solutions, Michael McDaniel, who both were not serving as executive officers as of December 31, 2025.

  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 | 2025 | 835,000 | | 6,001,997 | — | 15,000 | 6,851,997 | | Former President and | 2024 | 835,000 | | 4,999,997 | 901,800 | 15,000 | 6,751,797 | | Chief Executive Officer | 2023 | 835,000 | | 4,999,996 | 638,775 | — | 6,473,771 | | Giles Goodburn(1) | 2025 | 428,125 | | 830,844 | 62,714 | — | 1,321,683 | | Executive Vice President & | | | | | | | | | Chief Financial Officer | | | | | | | | | Michael Krawitz | 2025 | 525,000 | | 1,456,995 | 89,250 | 19,455 | 2,090,700 | | Executive Vice President, | 2024 | 521,876 | | 1,099,997 | 342,000 | 15,000 | 1,978,873 | | General Counsel & Secretary | 2023 | 500,000 | | 999,993 | 200,813 | 3,630 | 1,704,436 | | Adam Appleby | 2025 | 475,000 | | 958,997 | 76,000 | 498 | 1,510,495 | | Executive Vice President, | | | | | | | | | Public Sector | | | | | | | | | Mark Prout | 2025 | 450,000 | | 1,019,993 | — | 7,237 | 1,477,230 | | Former Executive Vice President | 2024 | 450,000 | | 749,997 | 243,000 | 6,767 | 1,449,764 | | Chief Information and Technology Officer | 2023 | 450,000 | | 749,995 | 180,731 | 3,630 | 1,384,356 | | Stephen Wood(2) | 2025 | 220,048 | | 1,399,998 | — | 916,732 | 2,536,778 | | Former Executive Vice President & | 2024 | 568,749 | | 1,399,995 | 400,000 | 1,035 | 2,369,779 | | Chief Financial Officer | 2023 | 525,000 | | 1,149,992 | 224,910 | — | 1,899,902 | | Michael McDaniel(3) | 2025 | 405,129 | | 1,339,995 | — | 520,393 | 2,265,517 | | Former Executive Vice President, | 2024 | 208,333 | 100,000 | 999,996 | 165,820 | 3,400 | 1,477,549 | | Commercial Solutions | | | | | | | |

  61. Summary Compensation Table

    (1) On May 2, 2025, the Board of Directors appointed Giles Goodburn as Chief Financial officer of the Company. Mr. Goodburn was not an executive officer prior to such date. (2) Stephen Wood departed the Company on May 2, 2025. Mr. Wood received severance pay and benefits in accordance with our U.S. Executive Severance Policy and a one-time cash payment of $325,000. (3) Mr. McDaniel became an executive officer on July 17, 2024 and terminated employment without cause, effective October 7, 2025. Mr. McDaniel received severance pay and benefits in accordance with our U.S. Executive Severance Policy. (A)The amount shown in this column represents a $100,000 cash sign-on award in accordance with the terms of Mr. McDaniel’s offer letter in connection with his hiring on July 17, 2024. (B)Included in this column are the aggregate grant date fair values of equity awards made under our LTIP to our named executive officers in fiscal year 2025 as computed in accordance with FASB ASC Topic 718. Included in these amounts are the APIP Shares for Messrs. Skelton, Goodburn, Krawitz, Prout, Appleby and McDaniel, which was 80% of their respective target APIP opportunity but were cancelled by the Compensation Committee on March 11, 2026. For more information regarding our 2025 APIP performance results, please see the “Annual Performance Incentive Plan Design and Results” section of the CD&A above. For additional information, refer to Note 17 in the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the 2025 Annual Report on Form 10-K filed with the SEC on February 19, 2026. 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. Goodburn’s grant value includes an annual grant having a grant date fair value of $299,991, an additional annual award with a grant date fair value of $279,991, granted upon his promotion to CFO, in addition to the APIP Shares with a grant date fair value of $250,853.

  62. Summary Compensation Table

    | Name | Grant Date | 2025 PRSU—rTSR(1) | | | 2025 PRSU—Revenue Growth(2) | | RSU | 2025 APIP Shares(3) | | | | Fair Value Based on Monte Carlo Valuation Method ($) | Value on Grant Date ($) Based on Stock Price | Maximum Market Value on Grant Date ($) | Fair Market Value on Grant Date ($) | Maximum Market Value on Grant Date ($) | Fair Market Value on Grant Date ($) | Fair Market Value on Grant Date ($) | | Clifford Skelton | 4/1/2025 | 999,999 | 1,288,499 | 1,932,749 | 2,249,999 | 3,374,999 | 1,750,000 | | | | 6/1/2025 | | | | | | | 1,001,999 | | Giles Goodburn | 4/1/2025 | 44,998 | 57,980 | 86,970 | 104,998 | 157,497 | 149,996 | | | | 6/1/2025 | 55,999 | 72,155 | 108,233 | 126,000 | 189,000 | 98,000 | 250,853 | | Michael Krawitz | 4/1/2025 | 164,999 | 212,601 | 318,902 | 384,998 | 577,497 | 549,998 | | | | 6/1/2025 | | | | | | | 357,000 | | Adam Appleby | 4/1/2025 | 97,500 | 125,628 | 188,442 | 227,499 | 341,249 | 329,999 | | | | 6/1/2025 | | | | | | | 303,999 | | Mark Prout | 4/1/2025 | 112,498 | 144,955 | 217,433 | 262,499 | 393,749 | 374,998 | | | | 6/1/2025 | | | | | | | 269,998 | | Stephen Wood | 4/1/2025 | 280,000 | 360,779 | 541,169 | 629,999 | 944,999 | 489,999 | | | Michael McDaniel | 4/1/2025 | 149,999 | 193,274 | 289,911 | 349,998 | 524,997 | 500,000 | | | | 6/1/2025 | | | | | | | 339,998 |

  63. Summary Compensation Table

    (1)The grant date fair value of the 2025 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 also shown in the table. (2)The grant date fair value of the 2025 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 also shown in the table. (3)The grant date fair value of the 2025 APIP Shares is based on the probable outcome of the performance conditions as of the grant date, or target. The maximum value of these awards is this target value, as any achievements greater than target would have been settled in cash. However, on March 11, 2026, the Compensation Committee cancelled the APIP Shares for each of our named executive officers, resulting in no future value. For more information regarding our 2025 APIP performance results, please see the “Annual Performance Incentive Plan (“APIP”) Design and Results” section of the CD&A above. ______________ (C)Included in this column are the cash payments up to 20% of the total APIP target value, made to our named executive officers under the 2025 APIP based on performance. The named executive officers listed below also received incremental cash APIP amounts excluded from the above table, as follows: Mr. Goodburn, $156,784; Mr. Krawitz, $178,500 and Mr. Appleby, $152,000. As 80% of the APIP target was recorded as APIP Shares (which were subsequently cancelled on March 11, 2026) under our LTIP and is included in column (B), these incremental APIP cash amounts above 20% are excluded from the column (C) above Summary Compensation Table, so as not to double count compensation related to our incentives. (D)Included in this column are the following other benefits for 2025:

  64. Summary Compensation Table

    | Name | Other Compensation | | | | | | | | Financial Planning | Executive Physical | Additional Severance | Salary Continuation | Employer Medical Premiums | Total Other Compensation | | Clifford Skelton | 15,000 | | | | | 15,000 | | Michael Krawitz | 15,000 | 4,455 | | | | 19,455 | | Adam Appleby | 498 | | | | | 498 | | Mark Prout | 7,237 | | | | | 7,237 | | Stephen Wood1 | 1,140 | | 325,000 | 575,000 | 15,592 | 916,732 | | Michael McDaniel2 | 1,100 | | | 500,000 | 19,293 | 520,393 |

  65. Summary Compensation Table

    1 Mr. Wood received severance pay and benefits in accordance with our U.S. Executive Severance Policy, which provides for one years’ salary continuation and medical benefits. The Employer Medical Premiums reflect the estimated employer portion of premiums for Mr. Wood’s continued participation in our medical plan for one year. However, Mr. Wood ceased participation in Conduent’s medical benefits as of December 31, 2025, meaning only $12,633 was paid for Mr. Wood’s Employer Medical Premiums. $220,048 of Mr. Wood’s salary continuation was paid in 2025, with the remaining payable in 2026. In addition, upon his termination, Mr. Wood received a lump sum severance payment of $325,000. Pursuant to our U.S. Executive Severance Policy, Mr. Wood also received one year of continued vesting under our LTIP and such amounts are not reflected in the table. 2 Mr. McDaniel received severance pay and benefits in accordance with our U.S. Executive Severance Policy, which provides for one years’ salary continuation and medical benefits. The Employer Medical Premiums reflect the estimated employer portion of Mr. McDaniel’s continued participation in our medical plan for one year. $94,871 of Mr. McDaniel’s salary continuation and $7,025 of Mr. McDaniel’s Medical Premiums were paid in 2025, and the remaining portions of salary continuation and medical premiums are payable in 2026. Pursuant to our U.S. Executive Severance Policy, Mr. McDaniel also received one year of continued vesting under our LTIP and such amounts are not reflected in the table.

  66. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information regarding our named executive officers’ equity grants and annual cash incentive awards in 2025, including additional detail regarding the potential threshold, target and maximum award opportunities payable under the cash portion of our 2025 APIP, the 2025 APIP Shares, and the 2025 PRSU—Revenue Growth and 2025 PRSU—rTSR awards granted under the 2025 LTIP. No stock options were awarded in fiscal year 2025.

  67. Grants of Plan-Based Awards in 2025

    | Name | Award | 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 | 6/1/2025 | 5/20/2025 | 313,125 | 1,252,500 | 3,006,002 | 111,830 | 447,321 | 447,321 | | 1,001,999 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 648,148 | 1,750,000 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 416,667 | 833,333 | 1,250,000 | | 2,249,999 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 238,611 | 477,222 | 715,833 | | 999,999 | | Giles Goodburn (E) | APIP | 6/1/2025 | 5/20/2025 | 78,392 | 313,568 | 752,566 | 27,997 | 111,988 | 111,988 | | 250,853 | | | LTIP RSU | 6/1/2025 | 5/2/2025 | | | | | | | 43,750 | 98,000 | | | LTIP PRSU—Revenue Growth | 6/1/2025 | 5/2/2025 | | | | 28,125 | 56,250 | 84,375 | | 126,000 | | | LTIP PRSU—rTSR | 6/1/2025 | 5/2/2025 | | | | 16,106 | 32,212 | 48,318 | | 55,999 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 55,554 | 149,996 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 19,444 | 38,888 | 58,332 | | 104,998 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 10,737 | 21,474 | 32,211 | | 44,998 | | Michael Krawitz | APIP | 6/1/2025 | 5/20/2025 | 111,563 | 446,250 | 1,071,000 | 39,844 | 159,375 | 159,375 | | 357,000 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 203,703 | 549,998 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 71,296 | 142,592 | 213,888 | | 384,998 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 39,371 | 78,741 | 118,112 | | 164,999 | | Adam Appleby | APIP | 6/1/2025 | 5/20/2025 | 95,000 | 380,000 | 912,001 | 33,929 | 135,714 | 135,714 | | 303,999 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 120,370 | 324,999 | | | LTIP PRSU--Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 42,130 | 84,259 | 126,389 | | 227,499 | | | LTIP PRSU--rTSR | 4/1/2025 | 2/3/2025 | | | | 23,265 | 46,529 | 69,794 | | 97,500 | | Mark Prout | APIP | 6/1/2025 | 5/20/2025 | 84,375 | 337,500 | 810,003 | 30,134 | 120,535 | 120,535 | | 269,998 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 138,888 | 374,998 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 48,611 | 97,222 | 145,833 | | 262,499 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 26,844 | 53,687 | 80,531 | | 112,498 | | Stephen Wood | APIP | | | 40,841 | 163,363 | 326,726 | | | | | | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 181,481 | 489,999 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 116,667 | 233,333 | 350,000 | | 629,999 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 66,811 | 133,622 | 200,433 | | 280,000 | | Michael McDaniel | APIP | 6/1/2025 | 5/20/2025 | 81,507 | 326,027 | 624,111 | 37,946 | 151,785 | 151,785 | | 339,998 | | | LTIP RSU | 4/1/2025 | 2/3/2025 | | | | | | | 185,185 | 500,000 | | | LTIP PRSU—Revenue Growth | 4/1/2025 | 2/3/2025 | | | | 64,815 | 129,629 | 194,444 | | 349,998 | | | LTIP PRSU—rTSR | 4/1/2025 | 2/3/2025 | | | | 35,792 | 71,583 | 107,375 | | 149,999 |

  68. Grants of Plan-Based Awards in 2025

    ____________________ (A)These columns reflect the threshold, target and maximum total APIP payout opportunities for the performance measures under the 2025 APIP set by the Compensation Committee, after the cancellation of the APIP Shares. The amounts reflect the total APIP values, as final APIP payouts are comparable to these amounts. Threshold is 25% of total APIP target and maximum is 200% of total APIP target. Shown in the “APIP Shares” column is the 80% value portion of the total APIP target that was granted in APIP Shares and subsequently cancelled on March 11, 2026. The target amounts for Mr. Goodburn have been prorated for his May 2, 2025 changes in base salary and APIP targets from $525,000 to $575,000 and 80% to 85%, respectively. The target APIP values for Messrs. Wood and McDaniel have been pro-rated for the time worked at Conduent. The actual APIP payouts, which were based on 2025 performance are presented in the “Summary Compensation Table” in column (B). (B)These columns reflect the threshold, target and maximum payout opportunities for the 2025 LTIP PRSU awards and the APIP Shares on grant dates noted, as set by the Compensation Committee. For the PRSU awards granted on April 1, 2025 and June 1, 2025, the number of units at target for the 2025 PRSU—rTSR awards was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2025 grant date ($2.70) and the June 1, 2025 grant date ($2.24), as applicable, and then applying a factor of 1.2885, 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, 2025 grant date ($2.70) and the June 1, 2025 grant date ($2.24), as applicable, and rounding down to the nearest share. For the APIP Share awards granted on June 1, 2025, the number of shares granted was determined by taking 80% of named executive officer’s total APIP target amount, and in the case of Mr. Goodburn, prorated for mid-year base salary and percentage target changes, and dividing by the closing price on the June 1, 2025 grant date ($2.24) and rounding down to the nearest share. The threshold payout for the APIP Shares is 25% of target, whilst the maximum payout is the target payout, as any performance greater than target under the APIP would have been paid in cash. Ultimately, the Compensation Committee cancelled all APIP Shares, causing the realized value of the APIP Shares to drop to 0% of target performance. Neither Mr. Wood, nor Mr. McDaniel received any APIP payouts for 2025. Mr. McDaniel did receive APIP Shares, which were subsequently cancelled on March 11, 2026. Mr. Wood departed prior to the granting of APIP Shares and therefore did not receive an APIP Shares award. The threshold number of shares for the PRSU--Revenue Growth and PRSU—rTSR awards is the minimum number of shares that can be earned at threshold performance, or 50% of target. The maximum number of shares that can be earned is the granted shares adjusted by a positive 50%. (C)The RSUs granted under the LTIP on April 1, 2025, vest ratably on December 31, 2025, December 31, 2026 and December 31, 2027. The number of RSUs was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2025 grant date ($2.70) and rounding the number of shares down to the nearest share. For the RSUs granted to Mr. Goodburn, this column also includes RSUs granted under the LTIP on June1, 2025, which vest ratably on June 1, 2026, June 1, 2027 and June 1, 2028. The number of RSUs for that June 1, 2025 grant was determined by dividing the approved value of the award by the closing stock price on the June 1, 2025 grant date ($2.24) 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. Subsequent to the granting of APIP Shares, the Compensation Committee cancelled the grant, resulting in no realizable value. (E)In addition to his annual grant on April 1, 2025, Mr. Goodburn received a one-time, off-cycle long-term incentive plan award valued at $280,000 granted on June 1, 2025, in connection with his promotion to Chief Financial Officer. For a description of the material features of the compensation disclosed in the Grants of Plan-Based Awards in 2025 table see the “Short-Term Incentives” and the “Long-Term Incentives” section of the CD&A.

  69. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the unvested stock awards held by the named executive officers at the end of fiscal year 2025. There are no outstanding stock option awards.

  70. Outstanding Equity Awards at 2025 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 | 6/1/2025 | APIP Shares | | | 447,321 | 858,856 | | | 4/1/2025 | PRSU— Revenue Growth | | | 416,667 | 800,001 | | | 4/1/2025 | PRSU— rTSR | | | 238,611 | 458,133 | | | 4/1/2025 | RSU | 432,099 | 829,630 | | | | | 4/1/2024 | PRSU— Revenue Growth | | | 344,037 | 660,551 | | | 4/1/2024 | PRSU— rTSR | | | 312,385 | 599,779 | | | 4/1/2024 | RSU | 178,390 | 342,509 | | | | Giles Goodburn | 6/1/2025 | APIP Shares | | | 111,988 | 215,017 | | | 6/1/2025 | PRSU— Revenue Growth | | | 28,125 | 54,000 | | | 6/1/2025 | PRSU— rTSR | | | 16,106 | 30,924 | | | 6/1/2025 | RSU | 43,750 | 84,000 | | | | | 4/1/2025 | PRSU— Revenue Growth | | | 19,444 | 37,332 | | | 4/1/2025 | PRSU— rTSR | | | 10,737 | 20,615 | | | 4/1/2025 | RSU | 37,037 | 71,111 | | | | | 7/31/2024 | RSU | 12,255 | 23,530 | | | | | 4/1/2024 | PRSU— Revenue Growth | | | 14,717 | 28,257 | | | 4/1/2024 | PRSU— rTSR | | | 12,885 | 24,739 | | | 4/1/2024 | RSU | 14,017 | 26,913 | | | | Michael Krawitz | 6/1/2025 | PRSU—APIP Shares | | | 159,375 | 306,000 | | | 4/1/2025 | PRSU— Revenue Growth | | | 71,296 | 136,888 | | | 4/1/2025 | PRSU— rTSR | | | 39,371 | 75,592 | | | 4/1/2025 | RSU | 135,802 | 260,740 | | | | | 4/1/2024 | PRSU— Revenue Growth | | | 75,688 | 145,321 | | | 4/1/2024 | PRSU— rTSR | | | 68,724 | 131,950 | | | 4/1/2024 | RSU | 39,246 | 75,352 | | | | Adam Appleby | 6/1/2025 | APIP Shares | | | 135,714 | 260,571 | | | 4/1/2025 | PRSU— Revenue Growth | | | 42,130 | 80,890 | | | 4/1/2025 | PRSU— rTSR | | | 23,265 | 44,669 | | | 4/1/2025 | RSU | 80,247 | 154,074 | | | | | 4/1/2024 | PRSU— Revenue Growth | | | 32,110 | 61,651 | | | 4/1/2024 | PRSU— rTSR | | | 28,113 | 53,977 | | | 4/1/2024 | RSU | 30,581 | 58,716 | | |

  71. Outstanding Equity Awards at 2025 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) | | Mark Prout | 6/1/2025 | APIP Shares | | | 120,535 | 231,427 | | | 4/1/2025 | PRSU— Revenue Growth | | | 48,611 | 93,333 | | | 4/1/2025 | PRSU— rTSR | | | 26,844 | 51,540 | | | 4/1/2025 | RSU | 92,592 | 177,777 | | | | | 4/1/2024 | PRSU— Revenue Growth | | | 51,606 | 99,084 | | | 4/1/2024 | PRSU— rTSR | | | 46,857 | 89,965 | | | 4/1/2024 | RSU | 26,759 | 51,377 | | | | Stephen Wood | 4/1/2025 | PRSU— Revenue Growth | | | 51,852 | 209,482 | | | 4/1/2025 | PRSU— rTSR | | | 29,694 | 119,964 | | | 4/1/2024 | PRSU— Revenue Growth | | | 74,924 | 302,693 | | | 4/1/2024 | PRSU— rTSR | | | 68,030 | 274,841 | | Michael McDaniel | 6/1/2025 | APIP Shares | | | 113,839 | 218,571 | | | 4/1/2025 | PRSU— Revenue Growth | | | 37,809 | 72,593 | | | 4/1/2025 | PRSU— rTSR | | | 20,879 | 40,088 | | | 7/31/2024 | PRSU— Revenue Growth | | | 39,829 | 76,472 | | | 7/31/2024 | PRSU— rTSR | | | 36,164 | 69,435 |

  72. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)The awards presented in this column include unvested RSUs and are scheduled to vest, provided the service requirements are fulfilled for our named executive officers. For the April 1, 2024 RSU, the remaining shares vest on December 31, 2026. The April 1, 2025 RSUs vest one-half of their remaining shares on December 31, 2026 and the remaining one-half on December 31, 2027. (2)The market value is based on the December 31, 2025 closing price of our Common Stock of $1.92 per share. (3)The awards presented in this column consist of unearned Performance Restricted Stock Unit awards (as of December 31, 2025) granted under the LTIP. The awards are included at the following values based upon performance through December 31, 2025:

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Grant Date & Award | Value | | 6/1/2025 APIP Shares | Target (100%) | | 4/1/2025 & 6/1/2025 PRSU— Revenue Growth | Threshold (50%) | | 4/1/2025 & 6/1/2025 PRSU— rTSR | Threshold (50%) | | 4/1/2024 & 7/31/2024 PRSU— Revenue Growth | Threshold (50%) | | 4/1/2024 & 7/31/2024 PRSU— rTSR | Target (100%) |

  74. Outstanding Equity Awards at 2025 Fiscal Year-End

    Prior to their cancellation on March 11, 2026, the June 1, 2025 APIP Shares were scheduled to vest, one-half on March 30, 2026 and the second half on March 30, 2027, after conclusion of the time-based vesting requirements. Mr. McDaniel’s 2025 APIP Shares were prorated based on his length of service within the performance period, plus an additional twelve months and remained subject to the Compensation Committee’s certification of the achievement of the 2025 APIP performance conditions as of December 31, 2025. Upon cancellation of the APIP Shares, however, there is no future realizable value. The April 1, 2025 PRSU—Revenue Hurdle and 2025 PRSU—rTSR awards and June 1, 2025 PRSU—Revenue Hurdle and PRSU—rTSR awards are scheduled for vesting on December 31, 2027 and June 1, 2028, respectively, after conclusion of the measurement period and the time-based vesting requirements. The April 1, 2024 PRSU—Revenue Growth 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 PRSU awards for Mr. Wood and Mr. McDaniel have been prorated based on each of their applicable lengths of service within the performance period, plus an additional twelve months of service, in accordance with the terms of our U.S. Executive Severance Plan and their award letters. Vesting of their PRSUs remains subject to achievement of performance conditions.

  75. Stock Vested in 2025

    Stock Vested in 2025 The following table shows the amount realized by named executive officers upon the vesting of stock awards during 2025.

  76. Stock Vested in 2025

    | Name | Number of Shares (#) (A) | Value Realized on Vesting ($) (B) | | Clifford Skelton | 877,131 | 1,566,619 | | Giles Goodburn | 71,371 | 140,931 | | Michael Krawitz | 203,686 | 367,583 | | Adam Appleby | 114,206 | 210,817 | | Mark Prout | 145,458 | 261,658 | | Stephen Wood | 258,276 | 468,872 | | Michael McDaniel | 169,980 | 347,521 |

  77. Stock Vested in 2025

    ____________________ (A)The shares shown in this column include RSUs that vested on July 31, 2024 and December 31, 2025 and PRSUs that vested on December 31, 2025. These values also include RSUs that vested on Mr. Wood’s and Mr. McDaniel’s terminations of employment on May 2, 2025 and October 7, 2025, respectively. (B)Amounts shown are based on the number of RSUs that vested and the fair market value of our Common Stock on the applicable vesting dates, $2.66 on July 31, 2025, and $1.92 on December 31, 2025. The PRSU values vested at the $1.43 fair market value on February 10, 2026, when performance results for the April 1, 2023 PRSU grants results were certified by the Compensation Committee. In the case of Mr. McDaniel, the value realized with respect to his RSUs that vested on his termination date of October 7, 2025 is based on the fair market value of our Common Stock on December 31, 2025 of $1.92. In the case of Mr. Wood, the value realize with respect to his RSUs that vested on his termination date of May 2, 2025 is based on the fair market value of our Common Stock on December 31, 2025 of $1.92. The aggregate dollar value realized upon vesting includes the value of shares withheld to pay taxes. The delivery of shares with respect to the RSUs that vested upon Mr. Wood’s and Mr. McDaniel’s terminations of employment (36,815 RSUs, valued at $70,685, and 79,658 RSUs valued at $152,944, respectively) is deferred until the original, ordinary course vesting dates of such RSU awards.

  78. 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 compensation payable to each named executive officer is listed in the table below. For Messrs. Wood and McDaniel, the table reflects compensation payable in connection with each of their terminations of employment on May 2, 2025 and October 8, 2025, respectively. Messrs. Skelton and Prout were terminated without cause on January 16, 2026 and March 24, 2026, respectively. For a description of the compensation that would have been payable to each of Messrs. Skelton and Prout in connection with such termination of employment had such termination occurred on December 31, 2025, see the column of this table entitled “Involuntary Termination Not for Cause” and the related footnote. For all other named executive officers, the table reflects the compensation payable assuming that each hypothetical termination or change in control situation occurred on December 31, 2025. The values for equity incentive awards presented in this table reflect the acceleration of grants not vested and settled as of December 31, 2025 and are based on the closing market price of Conduent Common Stock of $1.92 as of December 31, 2025. The APIP Shares granted on June 1, 2025 were cancelled by the Compensation Committee on March 11, 2026 and thus are reflected at $0 value in the table below for all named executive officers that originally received them.

  79. 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 ($) | | 835,000 | 5,218,750 | — | | • Non-Equity Incentive Awards ($) | | — | — | — | | • Equity Incentive Awards ($) | 3,253,426 | 2,649,653 | 5,609,284 | 3,420,023 | | • Healthcare Benefits ($) | | — | — | — | | Clifford Skelton Total Termination Benefits ($) | 3,253,426 | 3,484,653 | 10,828,034 | 3,420,023 | | Giles Goodburn | | | | | | • Cash Severance ($) | | 475,000 | 1,662,500 | - | | • Non-Equity Incentive Awards ($) | | 219,498 | 219,498 | 219,498 | | • Equity Incentive Awards ($) | | 251,280 | 572,546 | 377,098 | | • Healthcare Benefits ($) | | 16,491 | 32,982 | - | | Giles Goodburn Total Termination Benefits ($) | | 962,269 | 2,487,526 | 596,596 | | Michael Krawitz | | | | | | • Cash Severance ($) | | 525,000 | 1,942,500 | — | | • Non-Equity Incentive Awards ($) | | 267,750 | 267,750 | 267,750 | | • Equity Incentive Awards ($) | | 587,267 | 1,183,644 | 778,477 | | • Healthcare Benefits ($) | | 6,379 | 12,758 | — | | Michael Krawitz Total Termination Benefits ($) | | 1,386,396 | 3,406,652 | 1,046,227 | | Adam Appleby | | | | | | • Cash Severance ($) | | 450,000 | 1,710,000 | — | | • Non-Equity Incentive Awards ($) | | 228,000 | 228,000 | 228,000 | | • Equity Incentive Awards ($) | | 316,231 | 641,180 | 429,222 | | • Healthcare Benefits ($) | | 5,778 | 11,556 | - | | Adam Appleby Total Termination Benefits ($) | | 1,000,009 | 2,590,736 | 657,222 | | Mark Prout | | | | | | • Cash Severance ($) | | 450,000 | 1,575,000 | — | | • Non-Equity Incentive Awards ($) | | — | — | — | | • Equity Incentive Awards ($) | 422,828 | 400,411 | 807,030 | 530,780 | | • Healthcare Benefits ($) | | — | — | — | | Mark Prout Total Termination Benefits ($) | 422,828 | 850,411 | 2,382,030 | 530,780 | | Stephen Wood | | | | | | • Cash Severance ($) | | 575,000 | | | | • Non-Equity Incentive Awards ($) | | — | | | | • Extra Severance Amount ($) | | 325,000 | | | | • Equity Incentive Awards ($) | | 460,668 | | | | • Healthcare Benefits ($) | | 15,592 | | | | Stephen Wood Total Termination Benefits ($) | | 1,376,260 | | | | Michael McDaniel | | | | | | • Cash Severance ($) | | 500,000 | | | | • Non-Equity Incentive Awards ($) | | — | | | | • Equity Incentive Awards ($) | | 386,480 | | | | • Healthcare Benefits ($) | | 19,293 | | | | Michael McDaniel Total Termination Benefits ($) | | 905,773 | | |

  80. 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, 2025, were the only named executive officers eligible for retirement based on the age and service eligibility requirements for a qualified 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.) For both Messrs. Skelton and Prout the outstanding 2025 RSUs and 2024 RSUs would remain outstanding and be settled on the normal vesting dates; the 2024 PRSU—Revenue Growth awards would continue to vest based on actual performance without proration. Mr. Skelton’s 2025 PRSU—rTSR would continue to vest based on actual performance without proration. Mr. Prout’s 2025—Revenue Growth awards would continue to vest based on actual performance and would be prorated based on the number of full months during the applicable performance periods. The 2025 PRSU—Revenue Growth award for Mr. Skelton will continue to vest without proration. The 2025 PRSU—rTSR and 2024 PRSU—rTSR awards for Mr. Skelton and Mr. Prout 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 2024 PRSU awards, and 12 of 36 months for the 2025 PRSU—rTSR awards). The amounts reflected here list the 2024 PRSU—rTSR at 83.33% of target performance and the 2025 PRSU—rTSR awards at 0% of target performance, the estimated results as of December 31, 2025; the 2024 PRSU—Revenue Growth awards are shown at 51.58% of target performance, which is reflective of 54.74% of target for 2024 performance, 0% of target for 2025 performance and an assumption of target performance for 2026; and the 2025 PRSU—Revenue Growth awards are shown at 66.67% of target performance, reflective of 0% of target performance for 2025 and assumptions of target performance for 2026 and 2027. (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 (other than Messrs. Wood and McDaniel) would be eligible to receive a short-term incentive payment (Non-Equity Incentive Award) for 2025 performance for the APIP, our short-term incentive award, 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. Accordingly, Messrs. Skelton, Prout, Wood and McDaniel did not receive 2025 APIP awards. For the equity incentive awards, pursuant to the terms of the grant agreements and the U.S. Executive Severance Policy, the named executive officers (“NEOs”) would be entitled to receive continued vesting through a 52-week severance period (i.e., the column reflects a vesting period continued through December 31, 2026), including corresponding vesting of RSUs, and PRSUs (based on the number of full months included during the severance period), with the number of PRSUs earned based on actual performance achievement. The amounts reflected here list the 2024 PRSU—rTSR at 83.33% of target performance & the 2025 PRSU—rTSR awards at 0% of target performance, the estimated results as of December 31, 2025; the 2024 PRSU—Revenue Growth awards at 51.58% of performance (an average of 66.25% of target for 2023 performance, 0% of target for 2024 performance and an assumption of target performance for 2025); and the 2025 PRSU—Revenue Growth awards are shown at 66.67% of target performance (an average of 0% of target for 2025 performance, and assumptions of target performance for 2026 and 2027). If our named executive officers voluntarily terminated their employment on December 31, 2025 for reasons other than an eligible retirement or for good reason in connection with a change in control, all unvested long term incentive awards and unpaid APIP awards would have been forfeited without payment and no severance benefits would have been due. (C)If there was a change in control on December 31, 2025, our named executive officers, other than Messrs. Wood and McDaniel, would have been covered under the 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. Goodburn, Krawitz, Appleby and Prout; •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, Goodburn, Krawitz, Appleby and Prout; 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 2025 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, 2025 would entitle the named executive officer (other than Messrs. Wood and McDaniel) or his estate or, with respect to certain types of payments and elections made, his designated beneficiaries, to receive a 2025 short-term incentive payment shown at actual achievement against performance goals; full vesting of PRSUs, subject to actual performance achievement, estimated here as follows: the 2024 PRSU—rTSR awards at 83.33% of target performance and the 2025 PRSU—rTSR awards at 0% of target performance, the estimated results as of December 31, 2025; the 2025 PRSU—Revenue Growth awards at 66.67% of target performance (an average of 0% of target for 2025 performance, and target performance for 2026 and 2027); and the 2024 PRSU—Revenue Growth awards at 51.58% of target performance (an average of 54.74% of target for 2024 performance, 0% of target performance for 2025, and an assumption of target performance for 2026). The 2025 PRSUs and 2024 PRSUs are subject to performance conditions, and scheduled to vest on December 31, 2027 and December 31, 2026, respectively.

  81. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure To determine the 2025 CEO Pay Ratio, we used the amount reported in the Total column in the 2025 Summary Compensation Table for our CEO total compensation of $6,851,997 and the 2025 compensation for our median associate of $14,809, as calculated using 2025 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 2025 was 463:1. This represents a reasonable estimate, calculated in a manner consistent with SEC regulations. Our ratio has increased from the prior year due to a higher proportion of our associate population working in lower cost countries. Our total associate population decreased 14% from 2024 to 2025, of which approximately 95% of this reduction in headcount was experienced in our higher cost countries. The methodology to determine our median associate in 2025 included examining our total associate population, as of the December 31, 2025 determination date. The total associate population in 2025 consisted of approximately 51,500 associates. As is permitted under the SEC rules, we excluded associates from the following countries: Mexico (1,708 associates) and Turkey (804 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, including mandatory payments. 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.

  82. 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 2025 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 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 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.

  83. 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 2025 PRSU awards, and Revenue, Adjusted EBITDA Margin, and Net ARR Activity are used as metrics in our 2025 APIP. Please see “Definitions” on page 54 of this Proxy Statement for full definitions.

  84. Performance Measures Used for Linking Pay versus Performance

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

  85. 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 2025, 2024, 2023, 2022, and 2021.

  86. 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 | | | | 2025 | 6,851,997 | (1,402,441) | 1,867,067 | 404,894 | 40 | 105 | (170) | 3,042 | | 2024 | 6,751,797 | 7,577,477 | 1,818,991 | 1,937,592 | 84 | 101 | 426 | 3,356 | | 2023 | 6,473,771 | 5,550,137 | 1,486,085 | 1,345,749 | 76 | 95 | (296) | 3,722 | | 2022 | 5,865,878 | 2,009,495 | 1,560,266 | 871,985 | 84 | 80 | (182) | 3,858 | | 2021 | 6,078,061 | 6,206,311 | 1,379,302 | 795,496 | 111 | 96 | (28) | 4,140 |

  87. 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 2025, 2024, 2023, 2022, and 2021 are identified as follows:

  88. Pay Versus Performance Table

    | Other NEOs / Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Giles Goodburn | x | | | | | | Michael Krawitz | x | x | x | x | x | | Adam Appleby | x | | | | | | Mark Prout | x | x | x | x | x | | Stephen Wood | x | x | x | x | x | | Michael McDaniel | x | x | | | | | Randall King | | | x | | | | Mark King | | | x | | | | Louis Keyes | | | | x | x | | Brian Webb-Walsh | | | | | x |

  89. 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 TSR of Conduent for an initial investment of $100 on December 31, 2020 through and including the end of the fiscal year for each row in the table. g.Represents the cumulative 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 2025 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2020 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 (Loss) on Form 10-K for each fiscal year in the table. i.Conduent’s Revenue, which is the Company-Selected Measure.

  90. Directors and Officers Liability Insurance and Indemnity

    Directors and Officers Liability Insurance and Indemnity On June 1, 2025, 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, Berkley Insurance Company, Ascot Insurance Company, Travelers Casualty and Surety Company of America, Zurich American Insurance Company, Berkshire Hathaway Specialty Insurance Company, Beazley Insurance Company, Inc., Zurich American Insurance Company, Endurance American Insurance Company, AXIS Insurance Company, Tokio Marine HCC & D&O Group, Old Republic Professional Liability, Inc. and XL Specialty Insurance Company. The policies expire June 1, 2026, and the total annual premium is approximately $3,400,000.