Companies Conduent Inc
Conduent (CNDT): executive pay, fiscal 2025
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CEO vs. named peers18th pct.Of 12 peer CEOs
CEO pay, last three years
- $6,473,771FY2023
- $6,751,797FY2024
- $6,851,997FY2025
CEO total pay was $6,851,997 in fiscal 2025, up from $6,751,797 in fiscal 2024.
FY2025: salary $835,000 · stock awards $6,001,997 · option awards $0
Executives and directors
Adam Appleby · EVPClifford Skelton · CEOGiles Goodburn · CFOMark Prout · ExecutiveMichael Krawitz · General CounselMichael McDaniel · ExecutiveStephen Wood · ExecutiveGreta Van · Independent DirectorHarsha V. Agadi · DirectorMargarita Paláu-Hernández · Chair of the BoardMichael Fucci · Independent DirectorScott Letier · Independent Director
Frequently asked questions
Who was the highest-paid executive at Conduent Inc in fiscal 2025?
As disclosed, Clifford Skelton (Former President and Chief Executive Officer) was the highest-paid executive at Conduent Inc in fiscal 2025, with total compensation of $6,851,997.
How does Conduent Inc's chief executive pay compare to its disclosed peer group?
As disclosed, Clifford Skelton's total compensation ranked at the 18th percentile of Conduent Inc's disclosed peer group.
What is Conduent Inc's CEO-to-median employee pay ratio?
As disclosed, Conduent Inc's CEO-to-median employee pay ratio was 463:1.
How did shareholders vote on Conduent Inc's executive compensation?
As disclosed, 91.6% of shareholders supported Conduent Inc's executive compensation in the latest say-on-pay vote.
How much does Conduent Inc spend in total on board compensation for fiscal 2025?
As disclosed, Conduent Inc reported total board compensation of $1,595,332 for fiscal 2025.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Clifford Skelton | $835,000 | — | $6,001,997 | $0 | $0 | $0 | $15,000 | $6,851,997 |
| Former President and Chief Executive Officer | ||||||||
| Stephen Wood | 220,048 | — | 1,399,998 | 0 | 0 | 0 | 916,732 | 2,536,778 |
| Former Executive Vice President & Chief Financial Officer | ||||||||
| Michael McDaniel | 405,129 | — | 1,339,995 | 0 | 0 | 0 | 520,393 | 2,265,517 |
| Former Executive Vice President, | ||||||||
| Michael Krawitz | 525,000 | — | 1,456,995 | 0 | 89,250 | 0 | 19,455 | 2,090,700 |
| Executive Vice President, General Counsel & Secretary | ||||||||
| Adam Appleby | 475,000 | — | 958,997 | 0 | 76,000 | 0 | 498 | 1,510,495 |
| Executive Vice President, Public Sector | ||||||||
| Mark Prout | 450,000 | — | 1,019,993 | 0 | 0 | 0 | 7,237 | 1,477,230 |
| Former Executive Vice President Chief Information and Technology Officer | ||||||||
| Giles Goodburn | 428,125 | — | 830,844 | 0 | 62,714 | 0 | 0 | 1,321,683 |
| Executive Vice President & Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Clifford Skelton | $6,851,997 | $6,751,797 | $6,473,771 | ↑ +100,200 |
| Stephen Wood | 2,536,778 | 2,369,779 | 1,899,902 | ↑ +166,999 |
| Michael McDaniel | 2,265,517 | 1,477,549 | — | ↑ +787,968 |
| Michael Krawitz | 2,090,700 | 1,978,873 | 1,704,436 | ↑ +111,827 |
| Adam Appleby | 1,510,495 | — | — | — |
| Mark Prout | 1,477,230 | 1,449,764 | 1,384,356 | ↑ +27,466 |
| Giles Goodburn | 1,321,683 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
Our executive compensation program is designed to attract, motivate, reward and retain top talent necessary to drive our business strategy and create shareholder value. It aligns executive and shareholder interests using both short-term and long-term financial and strategic objectives, recognizes collective accountability and individual contribution, and mitigates excess risk taking.
| CEO STI target (% of salary) | 150% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Frederic W. Cook & Co., Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Michael Krawitz | RSU | 2025-04-01 | — | — | 203,703 | — | $549,998 |
| Giles Goodburn | PSU | 2025-06-01 | 27,997 | 111,988 | — | 111,988 | 250,853 |
| Revenue Growth | PSU | 2025-04-01 | 71,296 | 142,592 | — | 213,888 | 384,998 |
| Revenue Growth | PSU | 2025-04-01 | 10,737 | 21,474 | — | 32,211 | 44,998 |
| Revenue Growth | RSU | 2025-04-01 | — | — | 55,554 | — | 149,996 |
| Revenue Growth | PSU | 2025-04-01 | 66,811 | 133,622 | — | 200,433 | 280,000 |
| Revenue Growth | PSU | 2025-06-01 | 28,125 | 56,250 | — | 84,375 | 126,000 |
| Revenue Growth | PSU | 2025-04-01 | 39,371 | 78,741 | — | 118,112 | 164,999 |
| Revenue Growth | PSU | 2025-04-01 | 35,792 | 71,583 | — | 107,375 | 149,999 |
| Revenue Growth | PSU | 2025-04-01 | 19,444 | 38,888 | — | 58,332 | 104,998 |
| Clifford Skelton | RSU | 2025-04-01 | — | — | 648,148 | — | 1,750,000 |
| Revenue Growth | PSU | 2025-04-01 | 238,611 | 477,222 | — | 715,833 | 999,999 |
| Revenue Growth | PSU | 2025-06-01 | 16,106 | 32,212 | — | 48,318 | 55,999 |
| Adam Appleby | PSU | 2025-06-01 | 33,929 | 135,714 | — | 135,714 | 303,999 |
| Adam Appleby | RSU | 2025-04-01 | — | — | 120,370 | — | 324,999 |
| Revenue Growth | PSU | 2025-04-01 | 116,667 | 233,333 | — | 350,000 | 629,999 |
| Revenue Growth | PSU | 2025-04-01 | 48,611 | 97,222 | — | 145,833 | 262,499 |
| Michael McDaniel | RSU | 2025-04-01 | — | — | 185,185 | — | 500,000 |
| Michael McDaniel | PSU | 2025-04-01 | 35,792 | 71,583 | — | 107,375 | 149,999 |
| Michael Krawitz | PSU | 2025-04-01 | 71,296 | 142,592 | — | 213,888 | 384,998 |
| Giles Goodburn | PSU | 2025-06-01 | 28,125 | 56,250 | — | 84,375 | 126,000 |
| Giles Goodburn | PSU | 2025-06-01 | 16,106 | 32,212 | — | 48,318 | 55,999 |
| Michael Krawitz | PSU | 2025-04-01 | 39,371 | 78,741 | — | 118,112 | 164,999 |
| Giles Goodburn | PSU | 2025-04-01 | 19,444 | 38,888 | — | 58,332 | 104,998 |
| Giles Goodburn | PSU | 2025-04-01 | 10,737 | 21,474 | — | 32,211 | 44,998 |
| Michael Krawitz | PSU | 2025-06-01 | 39,844 | 159,375 | — | 159,375 | 357,000 |
| Michael McDaniel | PSU | 2025-04-01 | 64,815 | 129,629 | — | 194,444 | 349,998 |
| Mark Prout | PSU | 2025-04-01 | 26,844 | 53,687 | — | 80,531 | 112,498 |
| Clifford Skelton | PSU | 2025-04-01 | 238,611 | 477,222 | — | 715,833 | 999,999 |
| Stephen Wood | PSU | 2025-04-01 | 116,667 | 233,333 | — | 350,000 | 629,999 |
| Stephen Wood | PSU | 2025-04-01 | 66,811 | 133,622 | — | 200,433 | 280,000 |
| Clifford Skelton | PSU | 2025-06-01 | 111,830 | 447,321 | — | 447,321 | 1,001,999 |
| Giles Goodburn | RSU | 2025-04-01 | — | — | 55,554 | — | 149,996 |
| Giles Goodburn | RSU | 2025-06-01 | — | — | 43,750 | — | 98,000 |
| Mark Prout | PSU | 2025-06-01 | 30,134 | 120,535 | — | 120,535 | 269,998 |
| Mark Prout | PSU | 2025-04-01 | 48,611 | 97,222 | — | 145,833 | 262,499 |
| Revenue Growth | PSU | 2025-04-01 | 26,844 | 53,687 | — | 80,531 | 112,498 |
| Revenue Growth | PSU | 2025-04-01 | 64,815 | 129,629 | — | 194,444 | 349,998 |
| Mark Prout | RSU | 2025-04-01 | — | — | 138,888 | — | 374,998 |
| Michael McDaniel | PSU | 2025-06-01 | 37,946 | 151,785 | — | 151,785 | 339,998 |
| Adam Appleby | PSU | 2025-04-01 | 42,130 | 84,259 | — | 126,389 | 227,499 |
| Adam Appleby | PSU | 2025-04-01 | 23,265 | 46,529 | — | 69,794 | 97,500 |
| Stephen Wood | RSU | 2025-04-01 | — | — | 181,481 | — | 489,999 |
| Clifford Skelton | PSU | 2025-04-01 | 416,667 | 833,333 | — | 1,250,000 | 2,249,999 |
| Revenue Growth | PSU | 2025-04-01 | 416,667 | 833,333 | — | 1,250,000 | 2,249,999 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Michael Krawitz | $549,998 | $906,997 | $0 | 62.3% |
| Giles Goodburn | 247,996 | 582,848 | 0 | 70.2% |
| Revenue Growth | 149,996 | 5,916,983 | 0 | 97.5% |
| Clifford Skelton | 1,750,000 | 4,251,997 | 0 | 70.8% |
| Adam Appleby | 324,999 | 628,998 | 0 | 65.9% |
| Michael McDaniel | 500,000 | 839,995 | 0 | 62.7% |
| Mark Prout | 374,998 | 644,995 | 0 | 63.2% |
| Stephen Wood | 489,999 | 909,999 | 0 | 65.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Giles Goodburn | PSU | 10,737 | — | $20,615 |
| Giles Goodburn | RSU | 12,255 | — | 23,530 |
| Giles Goodburn | PSU | 12,885 | — | 24,739 |
| Giles Goodburn | RSU | 14,017 | — | 26,913 |
| Giles Goodburn | PSU | 14,717 | — | 28,257 |
| Giles Goodburn | PSU | 16,106 | — | 30,924 |
| Giles Goodburn | PSU | 19,444 | — | 37,332 |
| Michael McDaniel | PSU | 20,879 | — | 40,088 |
| Adam Appleby | PSU | 23,265 | — | 44,669 |
| Mark Prout | RSU | 26,759 | — | 51,377 |
| Mark Prout | PSU | 26,844 | — | 51,540 |
| Adam Appleby | PSU | 28,113 | — | 53,977 |
| Giles Goodburn | PSU | 28,125 | — | 54,000 |
| Stephen Wood | PSU | 29,694 | — | 119,964 |
| Adam Appleby | RSU | 30,581 | — | 58,716 |
| Adam Appleby | PSU | 32,110 | — | 61,651 |
| Michael McDaniel | PSU | 36,164 | — | 69,435 |
| Giles Goodburn | RSU | 37,037 | — | 71,111 |
| Michael McDaniel | PSU | 37,809 | — | 72,593 |
| Michael Krawitz | RSU | 39,246 | — | 75,352 |
| Michael Krawitz | PSU | 39,371 | — | 75,592 |
| Michael McDaniel | PSU | 39,829 | — | 76,472 |
| Adam Appleby | PSU | 42,130 | — | 80,890 |
| Giles Goodburn | RSU | 43,750 | — | 84,000 |
| Mark Prout | PSU | 46,857 | — | 89,965 |
| Mark Prout | PSU | 48,611 | — | 93,333 |
| Mark Prout | PSU | 51,606 | — | 99,084 |
| Stephen Wood | PSU | 51,852 | — | 209,482 |
| Stephen Wood | PSU | 68,030 | — | 274,841 |
| Michael Krawitz | PSU | 68,724 | — | 131,950 |
| Michael Krawitz | PSU | 71,296 | — | 136,888 |
| Stephen Wood | PSU | 74,924 | — | 302,693 |
| Michael Krawitz | PSU | 75,688 | — | 145,321 |
| Adam Appleby | RSU | 80,247 | — | 154,074 |
| Mark Prout | RSU | 92,592 | — | 177,777 |
| Giles Goodburn | RSU | 111,988 | — | 215,017 |
| Michael McDaniel | RSU | 113,839 | — | 218,571 |
| Mark Prout | RSU | 120,535 | — | 231,427 |
| Adam Appleby | RSU | 135,714 | — | 260,571 |
| Michael Krawitz | RSU | 135,802 | — | 260,740 |
| Michael Krawitz | PSU | 159,375 | — | 306,000 |
| Clifford Skelton | RSU | 178,390 | — | 342,509 |
| Clifford Skelton | PSU | 238,611 | — | 458,133 |
| Clifford Skelton | PSU | 312,385 | — | 599,779 |
| Clifford Skelton | PSU | 344,037 | — | 660,551 |
| Clifford Skelton | PSU | 416,667 | — | 800,001 |
| Clifford Skelton | RSU | 432,099 | — | 829,630 |
| Clifford Skelton | RSU | 447,321 | — | 858,856 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Scott LetierIndependent · Audit (Chair) · Corporate Governance · Risk Oversight | $205,026 | $190,000 | $0 | $0 | $0 | $395,026 |
| Margarita Paláu-HernándezIndependent · Board Chair · Compensation · Corporate Governance · Partial-year service | 129,917 | 190,000 | 0 | 0 | 0 | 319,917 |
| Kathy Higgins VictorIndependent · Not standing for re-election | 127,833 | 190,000 | — | — | 0 | 317,833 |
| Harsha V. AgadiEmployee director | 133,389 | 126,667 | 0 | — | 0 | 260,056 |
| Michael MontelongoIndependent · Departed during FY | 67,500 | 190,000 | — | — | 0 | 257,500 |
| Michael FucciIndependent · Audit · Compensation · Corporate Governance (Chair) · Partial-year service · Newly elected | 13,333 | 31,667 | 0 | 0 | 0 | 45,000 |
| Greta VanIndependent · Audit · Risk Oversight (Chair) · Partial-year service | 0 | 0 | 0 | 0 | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $80,000 |
|---|---|
| Annual equity retainer | $190,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 35,000 / 27,000 / 20,000 |
| Stock ownership guideline | $6 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $676,998 |
| Equity awards (grant-date value) | $918,334 |
| All other compensation | $0 |
| Total cost of the board | $1,595,332 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Conduent as a peer
Companies that benchmark against CNDT
11 companies name CNDT as a compensation peer
- DELUXE CORPDLXFY2025
- EURONET WORLDWIDE, INC.EEFTFY2025
- Genpact LTDGFY2025
- Global Business Travel Group, Inc.GBTGFY2025
- IBEX LtdIBEXFY2026
- MAXIMUS, INC.MMSFY2025
- Quad/Graphics, Inc.QUADFY2025
- Rackspace Technology, Inc.RXTFY2025
- TRINET GROUP, INC.TNETFY2025
- TTEC Holdings, Inc.TTECFY2025
- UNISYS CORPUISFY2025
- Voya Financial, Inc.VOYAFY2025
Each company listed discloses CNDT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CNDT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
TASK TaskUsG Genpact LTDCACI CACI International IncALIT AlightICFI ICF IntlGIB CGI GroupMMS Maximus, IncCNXC ConcentrixCSGS CSG Systems IntlTIXT TELUS IntlEXLS ExlServiceTNET TriNet Group
Peer reciprocity
Of the companies Conduent Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
— TaskUs (TASK)86✓ Genpact LTD (G)87— CACI International Inc (CACI)88— Alight (ALIT)89— ICF Intl (ICFI)90 CGI Group (GIB)✓ Maximus, Inc (MMS)91— Concentrix (CNXC)92— CSG Systems Intl (CSGS)93 TELUS Intl (TIXT)— ExlService (EXLS)94✓ TriNet Group (TNET)95
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Conduent Inc.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Caci International Inc | 2026 | John Mengucci | $1,387,242 | $13,000,063 | $0 | $3,484,962 | $18,674,436 |
| 2 | Genpact Ltd | 2025 | Balkrishan Kalra | 925,000 | 14,217,688 | 0 | 1,151,381 | 16,324,289 |
| 3 | ExlService | 2025 | Rohit Kapoor | 885,205 | 13,811,888 | 0 | 1,410,750 | 16,201,761 |
| 4 | Concentrix | 2025 | Chris Caldwell | 852,603 | 10,531,825 | 0 | 1,757,025 | 13,347,449 |
| 5 | CSG Systems Intl | 2024 | Brian Shepherd | 754,519 | 9,467,733 | 0 | 682,898 | 11,394,373 |
| 6 | Maximus, Inc | 2025 | Bruce Caswell | 976,923 | 6,862,177 | 0 | 3,300,000 | 11,210,668 |
| 7 | Alight | 2025 | David Guilmette | 870,000 | 9,588,062 | 0 | 0 | 10,645,531 |
| 8 | TriNet Group | 2025 | Michael Simonds | 1,000,000 | 8,250,004 | 0 | 1,272,000 | 10,552,055 |
| 9 | ICF Intl | 2025 | John Wasson | 1,003,096 | 4,715,918 | 0 | 1,122,332 | 6,857,678 |
| 10 | Conduent Inc | 2025 | Clifford Skelton | 835,000 | 6,001,997 | 0 | 0 | 6,851,997 |
| 11 | TaskUs | 2025 | Bryce Maddock | 47,846 | 5,339,202 | 0 | 0 | 5,640,087 |
| 12 | CGI Group | 2025 | Robert Buchner | 84,375 | 447,650 | 0 | 0 | 594,525 |
| — | Telus Intl | — | — | — | — | — | — | not in coverage universe |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Conduent Inc | not disclosed | PRSU 65 · RSU 35 | Yes — Relative TSR | Frederic W. Cook & Co., Inc. |
| Alight | not disclosed | PSU 50 · RSU 50 | Yes — Relative Total Shareholder Return (TSR) | Mercer (US) Inc. |
| Caci International Inc | not disclosed | RSU 50 · PSU 50 | No | Mercer |
| CGI Group | not disclosed | not disclosed | not disclosed | not disclosed |
| Concentrix | 82.2% | PSU 66 · RSU 34 | Yes — Total Shareholder Return (TSR) | FW Cook |
| CSG Systems Intl | 60.3% | not disclosed | Yes — Three-Year Relative TSR | Semler Brossy |
| ExlService | not disclosed | PSU 60 · RSU 40 | Yes — Relative TSR | Farient |
| Genpact Ltd | 110% | PSU 50 · RSU 50 | No | FW Cook |
| ICF Intl | 86.41% | PSU 50 · RSU 50 | No | Aon Human Capital Solutions Practice |
| Maximus, Inc | 220.0% | PSU 50 · RSU 50 | No | FW Cook |
| TaskUs | not disclosed | RSU 60 · PSU 40 | No | not disclosed |
| Telus Intl | not disclosed | not disclosed | not disclosed | not disclosed |
| TriNet Group | 84.8% | PSU 50 · RSU 50 | No | Meridian |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-14 | 90,937,311 | 8,334,262 | 131,603 | 91.6% | Passed |
| 2025 | 2025-05-20 | 103,950,593 | 5,406,194 | 446,155 | 95.06% | Passed |
| 2024 | 2024-05-17 | 151,873,288 | 4,464,145 | 1,191,095 | 97.14% | Passed |
| 2023 | 2023-05-24 | 165,364,814 | 5,097,122 | 413,646 | 97.01% | Passed |
| 2022 | 2022-05-25 | 151,645,508 | 6,380,916 | 342,703 | 95.96% | Passed |
| 2021 | 2021-05-25 | 152,896,416 | 4,713,209 | 398,075 | 97.01% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-14 | 91.6%a |
| 2025 | 2025-05-20 | 95.06%b |
| 2024 | 2024-05-17 | 97.14%c |
a. Approved under the standard stated in the filing — “Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast "for" the nominee's election must exceed the votes cast "against" the nominee's election, with abstentions and broker non-votes not counting as votes "for" or "against." Our by-laws require that, in an uncontested election, any incumbent nominee for director who receives a greater number of votes cast "against" his or her election than "for" his or her election shall tender his or her resignation promptly after such election.”.
b. Approved under the standard stated in the filing — “Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast "for" the nominee's election must exceed the votes cast "against" the nominee's election, with abstentions and broker non-votes not counting as votes "for" or "against." Our by-laws require that, in an uncontested election, any incumbent nominee for director who receives a greater number of votes cast "against" his or her election than "for" his or her election shall tender his or her resignation promptly after such election.”.
c. Approved under the standard stated in the filing — “Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast "for" the nominee's election must exceed the votes cast "against" the nominee's election, with abstentions and broker non-votes not counting as votes "for" or "against." Our by-laws require that, in an uncontested election, any incumbent nominee for director who receives a greater number of votes cast "against" his or her election than "for" his or her election shall tender his or her resignation promptly after such election.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 463 : 1 |
|---|---|
| CEO total compensation | $6,851,997 |
| Median employee compensation | $14,809 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Adam Demuyakor | Director | 2026-06-01 | A | 63,698 | $2 | $110,835 | Common | Form 4 ↗ |
| Giles Goodburn | EVP, Chief Financial Officer | 2026-06-01 | D | 4,571 | 2 | 7,999 | Common | Form 4 ↗ |
| Scott Letier | Director | 2026-07-15 | A | 20,353 | 2 | 31,751 | Common | Form 4 ↗ |
| Giles Goodburn | EVP, Chief Financial Officer | 2026-07-31 | D | 3,841 | 2 | 6,030 | Common | Form 4 ↗ |
| Anna Sever | President Government Solutions | 2026-08-31 | D | 7,721 | 2 | 13,280 | Common | Form 4 ↗ |
| Anna Rose Novoseletsky | EVP, GC & Secretary | 2026-08-31 | A | 145,348 | 0 | 0 | Common | Form 4 ↗ |
| Anna Rose Novoseletsky | EVP, GC & Secretary | 2026-08-31 | A | 72,674 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (95 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Clifford Skelton. DEFR 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 6,851,997. View filing ↗
- Section 01, Stephen Wood. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 2,536,778. View filing ↗
- Section 01, Michael McDaniel. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 2,265,517. View filing ↗
- Section 01, Michael Krawitz. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 2,090,700. View filing ↗
- Section 01, Adam Appleby. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 1,510,495. View filing ↗
- Section 01, Mark Prout. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 1,477,230. View filing ↗
- Section 01, Giles Goodburn. DEF 14A, filed 2026-04-06. Section “Summary Compensation Table” · page 42. As printed: 1,321,683. View filing ↗
- Section 03, Michael Krawitz RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Clifford Skelton RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Appleby PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Appleby RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Michael McDaniel RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael McDaniel PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Krawitz PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Krawitz PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Krawitz PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael McDaniel PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Mark Prout PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Clifford Skelton PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Wood PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Wood PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Clifford Skelton PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Giles Goodburn RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Mark Prout PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Mark Prout PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Mark Prout RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Michael McDaniel PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Appleby PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Adam Appleby PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Stephen Wood RSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Clifford Skelton PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 202” · grants of plan-based awards table. View filing ↗
- Section 03, Revenue Growth PSU. DEF 14A, filed 2026-04-03. Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-06. Section “CEO Pay Ratio”. As printed: 463 : 1. View filing ↗
- Section 08, Scott Letier. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 395,026. View filing ↗
- Section 08, Margarita Paláu-Hernández. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 319,917. View filing ↗
- Section 08, Kathy Higgins Victor. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 317,833. View filing ↗
- Section 08, Harsha V. Agadi. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 260,056. View filing ↗
- Section 08, Michael Montelongo. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 257,500. View filing ↗
- Section 08, Michael Fucci. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 45,000. View filing ↗
- Section 08, Greta Van. DEF 14A, filed 2026-04-06. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Adam Demuyakor 2026-06-01. Form 4, filed 2026-06-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Giles Goodburn 2026-06-01. Form 4, filed 2026-06-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Scott Letier 2026-07-15. Form 4, filed 2026-07-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Giles Goodburn 2026-07-31. Form 4, filed 2026-08-03. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anna Sever 2026-08-31. Form 4, filed 2026-09-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anna Rose Novoseletsky 2026-08-31. Form 4, filed 2026-09-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anna Rose Novoseletsky 2026-08-31. Form 4, filed 2026-09-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-14. Item 5.07 · say-on-pay result. As reported: 91.6% (votes for as printed: 90,937,311). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-21. Item 5.07 · say-on-pay result. As reported: 95.06% (votes for as printed: 103,950,593). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-17. Item 5.07 · say-on-pay result. As reported: 97.14% (votes for as printed: 151,873,288). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 676,998 + equity 918,334 + all other 0 = 1,595,332, summed across the director compensation table rows.
- Caci International Inc, Section 10b CEO total. DEF 14A, filed 2026-09-04. CEO total compensation as printed in Caci International Inc's own proxy. As printed: 18,674,436. View filing ↗
- Genpact Ltd, Section 10b CEO total. DEF 14A, filed 2026-03-11. CEO total compensation as printed in Genpact Ltd's own proxy. As printed: 16,324,289. View filing ↗
- ExlService, Section 10b CEO total. DEF 14A, filed 2026-04-27. CEO total compensation as printed in ExlService's own proxy. As printed: 16,201,761. View filing ↗
- Concentrix, Section 10b CEO total. DEF 14A, filed 2026-02-13. CEO total compensation as printed in Concentrix's own proxy. As printed: 13,347,449. View filing ↗
- CSG Systems Intl, Section 10b CEO total. DEF 14A, filed 2025-04-01. CEO total compensation as printed in CSG Systems Intl's own proxy. As printed: 11,394,373. View filing ↗
- Maximus, Inc, Section 10b CEO total. DEF 14A, filed 2026-01-22. CEO total compensation as printed in Maximus, Inc's own proxy. As printed: 11,210,668. View filing ↗
- Alight, Section 10b CEO total. DEF 14A, filed 2026-04-27. CEO total compensation as printed in Alight's own proxy. As printed: 10,645,531. View filing ↗
- TriNet Group, Section 10b CEO total. DEF 14A, filed 2026-04-15. CEO total compensation as printed in TriNet Group's own proxy. As printed: 10,552,055. View filing ↗
- ICF Intl, Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in ICF Intl's own proxy. As printed: 6,857,678. View filing ↗
- Conduent Inc (subject), Section 10b CEO total. DEFR 14A, filed 2026-04-06. CEO total compensation as printed in Conduent Inc's own proxy. As printed: 6,851,997. View filing ↗
- TaskUs, Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in TaskUs's own proxy. As printed: 5,640,087. View filing ↗
- CGI Group, Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in CGI Group's own proxy. As printed: 594,525. View filing ↗
- Section 10a, TaskUs reciprocity. DEF 14A. TaskUs's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, Genpact LTD reciprocity. DEF 14A. Genpact LTD names Conduent Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, CACI International Inc reciprocity. DEF 14A. CACI International Inc's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, Alight reciprocity. DEF 14A. Alight's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, ICF Intl reciprocity. DEF 14A. ICF Intl's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, Maximus, Inc reciprocity. DEF 14A. Maximus, Inc names Conduent Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Concentrix reciprocity. DEF 14A. Concentrix's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, CSG Systems Intl reciprocity. DEF 14A. CSG Systems Intl's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, ExlService reciprocity. DEF 14A. ExlService's most recent proxy was read; its disclosed peer group does not include Conduent Inc. View filing ↗
- Section 10a, TriNet Group reciprocity. DEF 14A. TriNet Group names Conduent Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗