UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Conduent Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 22, 20196, 2020

Dear Shareholders:

You are cordially invited to attend the annual meeting2020 Annual Meeting of shareholdersShareholders of Conduent Incorporated on Tuesday, May 21, 201919, 2020 at 9:00 a.m., Eastern Time. TheWe intend to hold our Annual Meeting in person. However, we are actively monitoring the novel coronavirus(COVID-19) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in person and by means of remote communication or solely by means or remote communication. Please monitor our Investor website at https://investor.conduent.com and our Securities and Exchange Commission filings for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting. Our Annual Meeting, if held in-person, will be held at Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, New Jersey.Jersey 07932.

The attached notice of the 20192020 Annual Meeting of Shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. We urge you to carefully read the accompanying materials regarding the matters to be voted on at the meeting.

At the Annual Meeting of Shareholders, you will be asked to vote upon:

The Board of Directors unanimously recommends that you vote in favor of these proposals.

It is important that your shares be represented and voted at the Annual Meeting of Shareholders, regardless of whether or not you plan to attend in person. Therefore, you are urged to vote your shares using one of the methods described on page 1 under “How do I vote?”.

Thank you for your continued support of, and ongoing interest in, Conduent Incorporated.

For the Board of Directors,

William G. ParrettCourtney Mather

Chairman of the Board

Notice of 20192020 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 21, 2019.19, 2020.

The Proxy Statement and 20182019 Annual Report are available at

www.envisionreports.com/CNDTorhttps://investor.conduent.com.

By order of the Board of Directors,

J. Michael PefferKrawitz

Executive Vice President, General Counsel and Secretary

April 22, 20196, 2020

TABLE OF CONTENTS

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 20192020 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (the(“Conduent,” the “Company,” “we,” “us,” or “our”) will be held on Tuesday, May 21, 2019,19, 2020, at 9:00 a.m., Eastern Time, at Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, New Jersey.Jersey 07932. We intend to hold our Annual Meeting in person. However, we are actively monitoring the novel coronavirus(COVID-19) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in person and by means of remote communication or solely by means or remote communication. Please monitor our Investor website at https://investor.conduent.com and our Securities and Exchange Commission (“SEC”) filings for updated information. We intend, in future years, to resume holding in person or hybrid meetings under normal circumstances.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Shareholders will also act on any other business that may properly come before the meeting.Annual Meeting. In addition, our management will report on the Company’s performance during fiscal 2018 and respond to questions from shareholders.

Who is entitled to vote?

Owners of our common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the record date, March 27, 201925, 2020 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned as of that date includeinclude: (1) shares you held directly in your name as the shareholder of record (registered shareholder); and/or (2) shares held in the name of a broker, bank or other holder of record for you as the beneficial owner (beneficial owner). Each share of Common Stock is entitled to one vote on each matter to be voted on. As of the Record Date, there were 210,392,926209,058,215 shares of our Common Stock outstanding and entitled to vote.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (the “Notice”) with a voting instruction form from the bank, broker or other holder ofor nominee that must be followed in order for their shares to be voted. If you hold your shares through a broker, bank or other holder or nominee, you must obtain a proxy from such holder or nominee to vote in person at the Annual Meeting.

Registered shareholders can vote in any one of four ways:

If you usevote your proxy to vote by Internet, telephone or mail, you authorize each of the two directors, whose names are listed on the accompanying proxy card, or any substitution thereof, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

How can I attend the Annual Meeting?

All shareholders on the Record Date may attend. In order toRegistered owners will be admitted to the meeting, please obtain an admission ticket in advance and bringAnnual Meeting upon providing a form of personalgovernment-issued photo identification, such as a driver’s license. license, and an admission ticket. Beneficial owners will be admitted to the Annual Meeting upon providing your most recent brokerage statement, along with a form of government-issued photo identification, and an admission ticket. We will use your brokerage statement to verify your ownership of Common Stock and to admit you to the Annual Meeting. If you own shares in street name and wish to vote those shares at the Annual Meeting, you must obtain a proxy from your broker, bank or nominee.

To obtain an admission ticket:

If you are aregistered shareholder:

If you are abeneficial owner:

You can find directions to the meeting online at www.envisionreports.com/CNDT. If you have any further questions regarding admission or directions to the Annual Meeting, please call Shareholder Services at973-526-7158.973-261-7244.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the novel coronavirus(COVID-19) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting in person and by means of remote communication or solely by means of remote communication. We intend, in future years, to resume holding in person or hybrid meetings under normal circumstances. Please monitor our Investor website at https://investor.conduent.com and our SEC filings for updated information.

How many shares are required to be present to hold the Annual Meeting?

A quorum is necessary to hold a valid meeting of shareholders. For each of the proposals to be presented at the meeting, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum. As of the Record Date, there were 210,392,926209,058,215 shares of our Common Stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the Annual Meeting. Brokernon-votes and abstentions are counted as present for the purpose of determining a quorum.

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (sometimes referred to as our “independent auditors”) is aroutine matter, and, therefore, brokers would have discretion to vote on this proposal without having received timely voting instructions. Accordingly, there will be no brokernon-votes with respect to this proposal.

May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by delivering a later dated proxy card, by a later telephone oron-line vote, by notifying the Secretary of the Company in writing that you have revoked your proxy or by attending the Annual Meeting and either giving notice of revocation or voting in person.

Who will count the vote? Is my vote confidential?

RepresentativesA representative of Computershare will act as Inspector of Election, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 20202021 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide the Company advance notice of such nominee or business which must be received by the Company no earlier than November 10, 20197, 2020 and no later than December 10, 2019.7, 2020. Any such notice must comply with requirements set forth in ourby-laws. Nominations for director must be accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected. Proposals and other items of business should be directed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

How can I contact the Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact thenon-management members of the Board by contacting the Chairman of the Board, c/o Conduent Incorporated Corporate Governance Committee using the “Contact the Board” link posted on our Company’s website atwww.conduent.com/corporate-governance.

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 nineseven 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 the conclusionconclude 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 each of our nominees on other public company boards of directors and board committees.

All nomineesScott Letier, Jesse A. Lynn and Courtney Mather are currently directors of the Company and were elected by our shareholders at the 2018 annual meeting2019 Annual Meeting of shareholders, except Scott Letier, whoShareholders. Clifford Skelton, our CEO, was elected to the Board effective December 18, 2018,August 6, 2019 to replace Ashok Vemuri, our former CEO, who resigned effective August 6, 2019. Kathy Higgins Victor and Jesse A. Lynn, who wasMargaritaPaláu-Hernández were elected to the Board effective April 18, 2019. Mr. Letier was electedAugust 26, 2019 to replace Paul S. GalantWilliam G. Parrett and Joie Gregor who both resigned effective August 26, 2019. Ms. Higgins Victor and Ms. Paláu-Hernández were recommended as directors by a non-management director. Two current directors, Michael A. Nutter and Virginia M. Wilson, have decided not to seekre-election to the Board at the Annual Meeting. At its February 25, 2020 meeting, the Board reduced the size of the board to eight members, effective May 19, 2020, and, acting on the recommendation of the Corporate Governance Committee, nominated Michael Montelongo to stand for election at the Annual Meeting. Mr. Montelongo was recommended as a nominee by anon-management director. On March 30, 2020, Nicholas Graziano tendered his resignation in accordance withand on March 31, 2020, the Company’s Corporate Governance Guidelines dueBoard further reduced the size of the board to a substantial change in his position of principal employment. Mr. Lynn was elected to replace Michael Nevin, who tendered his resignation on April 8, 2019.seven members, effective May 19, 2020.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company, (“Xerox”), with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”) pursuant to which, among other things, Nicholas Graziano, Jesse A. Lynn and Courtney Mather were appointed to the Board (“Icahn Agreement”). Additionally, the Company is a third party beneficiary to a letter agreement, dated as of June 27, 2016, entered into by Xerox with the Icahn Group, pursuant to which, among other things, the Icahn Group has the right to appoint three designees to the Board (the “Icahn Agreement”). The Icahn Group currently has two designees, Jesse A. Lynn and Courtney Mather, appointed to the Board and has the right pursuant to the Icahn Agreement to appoint a third designee to the Board if it chooses to do so. The Icahn Group is required pursuant to the Icahn Agreement to vote in favor of the directors nominated by the Board at the Company’s 2019 Annual Meeting.

On December 18, 2018, the Company entered into a Shareholder Agreement with Darwin Deason (“Deason Agreement”Agreement”) pursuant to which, among other things, Scott Letier was appointed to the Board and Darwin Deason is required to vote in favor of the directors nominated by the Board at the Company’s 2019 Annual Meeting.

The Board has determined that each of the nominees (other than Ashok Vemuri, Chief Executive OfficerClifford Skelton, CEO of the Company) is independent under NYSE Corporate Governance RulesNasdaq rules and the Company’s more stringent 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.

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.

Mr. VemuriSkelton brings to the Board unique operational,client services, financial and clientoperational experience and a proven track record of leading growth and corporate transformations through his leadership positions with IGATEFiserv, Ally Financial and Infosys.

		Jesse A. Lynn Age: 48        49        Director since: 2019 Conduent securities owned: 043,967 DSUs Occupation: General Counsel, Icahn Enterprises L.P. Other Directorships: Cloudera, Inc. (since 2019); Herbalife Nutrition LTD. (since 2014); and The Manitowoc Company, Inc. (2015-2018). Carl C. Icahn has anon-controlling interest in Cloudera, Inc. and Herbalife Nutrition LTD through the ownership of securities.

Other Background: Mr. Lynn has been General Counsel of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion, since 2014. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 until 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn has been a director of Herbalife Ltd., a nutrition company, since 2014.2014 and a director of Cloudera, Inc. since 2019. Mr. Lynn was previously a director of The Manitowoc Company, Inc., a capital goods manufacturer, from 2015 to 2018. Mr. Lynn has been a Board Observer at each of Xerox Holdings Corporation a provider of document management solutions, since May 2018 and SandRidge Energy, Inc., an oil and natural gas company with a principal focus on exploration and production activities in the U.S.Mid-Continent and North Park Basin of Colorado, since June 2018. Carl C. Icahn has or previously had non-controlling interests in each of SandRidge, Xerox, Herbalife and Manitowoc through the ownership of securities. Mr. Lynn received a B.A. from the University of Michigan and a J.D. from the Boston University School of Law.

		William G. ParrettMichael Montelongo Age: 73        Director since: 201764         Conduent securities owned: 44,650 DSUs0 Occupation: Chairman of the Board, Conduent Incorporated; RetiredPresident and Chief Executive Officer Deloitte Touche Tohmatsuof GRC Advisory Services, LLC Other Directorships: Oracle CorporationHerbalife Nutrition LTD (since 2018); Blackstone Group LP (since 2007); Eastman Kodak Company (since 2007); UBS AG (2008 to May 2018); Thermo Fisher Scientific Inc. (2008 to May 2018)2015).

Other Background: Mr. ParrettMontelongo served as thePresident and Chief Executive Officer of Deloitte Touche Tohmatsu.GRC Advisory Services, LLC, a board governance firm, since July 2016, and was previously Chief Administrative Officer and Senior Vice President, Public Policy and Corporate Affairs for Sodexo, Inc., a quality of life services enterprise, from January 2008 to July 2016. He joined Deloitte in 1967is a former George W. Bush White House appointee serving as the 19^th Assistant Secretary for Financial Management and served inChief Financial Officer of the U.S. Air Force from August 2001 to March 2005 and concluded his tenure at the Pentagon as acting Secretary of the Air Force. Mr. Montelongo is a series of roles of increasing responsibility, including Managing Partner of Deloitte & Touche USA LLP. Mr. Parrett is alifetime member of the Board of Directors of Eastman Kodak Company, where he chairsCouncil on Foreign Relations and was an executive with a global management consulting firm and a regional telecommunications company. He completed a career in the financeU.S. Army that included line and audit committee; Oraclestaff assignments, a Congressional Fellowship in the U.S. Senate and service as an assistant professor teaching economics and political science at West Point. Mr. Montelongo is also a senior advisor atleadershipForward, Inc., a premier leadership performance firm, and serves on the Herbalife Nutrition LTD board as well as private company boards, including the Larry H. Miller Management Corporation where heand Exostar LLC. Mr. Montelongo earned his B.S. from West Point and an M.B.A. from Harvard Business School.

Mr. Montelongo is a member of the finance and audit committee; and Blackstone Group LP, where he chairs the audit and the conflicts committees. Mr. Parrett is a past member of the Board of Trustees of Carnegie Hall, a Senior Trustee of the United States Council for International Business and a past Chairman of the Board of Trustees of United Way Worldwide. Mr. Parrett is a Certified Public Accountant with an active license.

Mr. Parrett bringsdirector nominee who will bring to the Board extensive global businesssignificant experience strong management skills and extensive knowledge of complexa cross-industry background in board governance, strategy, financial and risk management, policymaking and operational issues, demonstrated byexcellence from his experienceroles as Chief Executive Officer of Deloitte Touche Tohmatsu.a business services executive and corporate governance leader at GRC Advisory Services, LLC, Sodexo, Inc. and the Pentagon. He also brings to the Board publicfinancial and audit committee experience from serving as a director on other company governance experience through his membership on boards of other public companies.boards.

		Virginia M. WilsonMargaritaPaláu-Hernández Age: 6463        Director since: 20172019 Conduent securities owned:11,297 Common Stock; 25,49445,524 DSUs Occupation: Former Senior Executive Vice PresidentFounder and Chief FinancialExecutive Officer Teachers Insurance and Annuity Association (TIAA)of Hernández Ventures Other Directorships: NoneOccidental Petroleum Corporation (since 2020); Herbalife Nutrition LTD (since 2018); and ALJ Regional Holdings, Inc. (2015-2019)

Other Background:Ms. Wilson served asPaláu-Hernández is the Senior Executive Vice Presidentfounder and Chief FinancialExecutive Officer of Teachers Insurance and Annuity Association (TIAA),Hernández Ventures, a financial services organization that is a leading retirement provider for people who workprivate firm engaged in the academic, research, medicalacquisition and cultural field, from 2010 to 2018.management of a variety of business interests in the United States and Mexico, a position she has held since November 1988. Prior to joining TIAA,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-Hernándezwas Executive Vicenominated by President Donald Trump to serve as United States Representative to the Seventy-Third Session of the General Assembly of the United Nations.Ms. Paláu-Hernández serves as an independent Board member of the Herbalife Nutrition LTD Board and Chief Financial Officerthe Occidental Petroleum Corporation Board (Carl C. lcahn has a non-controlling interest in each of Wyndham Worldwide Corporation, which was the holding company for Wyndham Hotels & Resorts, RCIHerbalife Nutrition LTD and other hospitality brands, from 2006 to 2009. She has also served as a financial officer at Cendant, MetLife and Transamerica Life Insurance,Occidental Petroleum Corporation), and was an audit partner at Deloitte earlier in her career. previously a member of the ALJ Regional Holdings, Inc. Board from 2015 to 2019.Ms. Wilson isPaláu-Hernández earned a Certified Public Accountant with an active license.Bachelor of Arts degree from the University of San Diego and a J.D. from the UCLA School of Law.

Ms. WilsonPaláu-Hernández brings to the Board extensive financialsignificant knowledge and experience demonstrated byregarding international business and legal matters from her role in overseeing financial managementroles at Hernández Ventures and planning, actuarial, tax, accounting, corporate services, sourcing and financial reporting functions for TIAA and herMcCutcheon, Black, Verleger & Shea. She also brings to the Board experience as a chief financial officer of afrom other public company.company boards.

The Board recommends a vote

FOR

the election of the nine (9)seven (7) Directors nominated by the Board

CORPORATE GOVERNANCE

The Company is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board;Board of Directors; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct, as well as our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website atwww.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable SEC and NYSENasdaq rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance and Corporate Governance Guidelines.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management and shareholders (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to senior Company management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences and perspectives to the Board. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee as director nominees may do so by submitting a written recommendation to the Secretary of the Company at Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. All submissions are reviewed by the Corporate Governance Committee. Recommendations received no earlier than November 10, 20197, 2020 and no later than December 10, 20197, 2020 will be considered for nomination at the 2020Company’s 2021 Annual Meeting of Shareholders.

Board Leadership Structure

We believe that the most effective board structure is one that emphasizes Board independence and ensures that the Board’s deliberations are not dominated by management while also ensuring that the Board and senior management act with a common purpose and in the best interest of the Company. At this time, we believe this balance is achieved through the appointment of an independent Chairman of the Board. Accordingly, William G. Parrett,Courtney Mather, an independent director, serves as Chairman of the Board. Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors. In termsAs of our Boardthe date of this Proxy Statement, all

composition, 89% of our current directors and director nominees qualify as independent directors, except for Mr. Skelton, and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of this policy at the Board level. You can find more information on our Board leadership structure in the Corporate Governance Guidelines posted on the Company’s website atwww.conduent.com/corporate-governance.

Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (“ERM”) program. The Board oversees our ERM program primarily through the Audit Committee of the Board, which previews the ERM program, assessments and remediation plans for subsequent review by the Board. Our ERM program is designed to strengthen our risk-management capability by developing and implementing a governance structure, policy and standards necessary to identify, assess, monitor and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The ERM program is also designed to preserve and create organizational value through effective control management and integration of risk practices into strategic planning and day to day decision making. Enterprise Risk Management operates within our ChiefLegal & Compliance Officedepartment and is headed by theour Global Head of ERM director who chairs anthe Enterprise Risk Management Committee (“ERMC”). The ERMC is comprised of the Chief Financial Officer,Officer; General Counsel; Enterprise PMO Executive; Business Operations Executive; Chief Accounting Officer; Associate General Counsel, Chief People Officer, ChiefCorporate Governance & SEC; Associate General Counsel, Labor, Employment & Ethics; Corporate Auditor; and the Global Heads of each of the following departments and operating businesses: Human Resources, Corporate Strategy & Development, Risk Compliance & Privacy, Marketing, Sales, HR Services, Healthcare, Transportation and Government Sector Solutions, Transaction Processing, End User Experience, Technology & Operations and Information Officer, Chief Accounting Officer, Chief Compliance Officer, Chief Ethics Officer, Chief Privacy Officer, Sector Group Executives and Corporate Auditor.Security. The ERMC reviews and establishes risk tolerances, prioritizes the remediation of risks, inspects risk mitigation plans and progress, identifies and addresses emerging risks, shares mitigation best practices across the Company and promotes risk mitigation practices within their lines of business.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point of view of both the director and the persons or organizations with which the director has relationships. See“Certain Relationships and Related Person Transactions”.

As a result of the aforementionedthis review, our Board has determined that all of the nominees for election as directors at the 2019 Annual Meeting, as well as all directors who previously served on our Board during 2019, are independent under the NYSENasdaq Corporate Governance Rules and our Corporate Governance Guidelines, with the exception of Ashok Vemuri,Clifford Skelton, our Chief Executive Officer.CEO.

decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the

The responsibilities of the Finance Committee include:

Members: Scott Letier;Letier, Courtney Mather; Michael A. Nutter;Mather and Virginia M. Wilson (Mr. Parrett was reassigned by the Board from the Finance Committee to the Compensation Committee on December 18, 2018 and the Board appointed Mr. Letier to the Finance Committee on his election to the Board on that date.)

Chair: Mr. Mather.Letier

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the applicable NYSENasdaq rules.

Board and Committee Meetings; Annual Meeting Attendance

Board and Committee Meeting Attendance: 1112 meetings of the Board of Directors were held in 2018.2019. The number of meetings held by each of our Board committees is noted above under “Committee Functions, Membership and Meetings.” All incumbent directors attended at least 95%99% of the total number of meetings of the Board and Board committees on which they served. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

Annual Meeting Attendance Policy: The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All nominees who were serving as directors at the time attended the 20182019 Annual Meeting of Shareholders.

Annual Director Compensation

Our Board, upon the review and recommendation of our Corporate Governance Committee, previously adopted a compensation program for ournon-employee directors effective January 1, 2018. The following is a brief summary of the material elements of the program.

Cash Compensation

Under the program,non-employee directors receive $80,000 per year as an annual cash retainer for their service on the Board. In addition,non-employee directors receive additional cash retainers for the following roles:

All directors are also reimbursed for reasonable expenses incurred in connection with service on the Board or any of its Committees.

Equity Compensation

Under the program, eachnon-employee director is automatically eligible for an annual equity award granted in the form of DSUs under the Director Equity Plan. A DSU is a bookkeeping entry that represents the right to receive one share of our Common Stock at a future date. DSUs are vested on the date of grant and include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of our Common Stock would be entitled to receive in dividends. For 2018,2019, ournon-employee directors received awere entitled to an annual grant of DSUs with a grant date fair value of $190,000. Each of Ms. Higgins,Ms. Paláu-Hernández and Mr. Lynn received a prorated grant of DSUs in connection with their appointment to the Board. If a director separates from service prior toyear-end, DSU grants include a clawback provision allowing for recovery of DSUs granted during the year of separation from service on a pro rata basis.

Deferral of Retainer Fees

Board members can elect to receive up to 100% of their $80,000 annual cash retainer in the form of DSUs, the payout of which are deferred for a specified number of years following grant, as determined by the director, or until any earlier separation from service.

Director Stock Ownership Guidelines

The program includes stock ownership guidelines that require directors to own Common Stock in a minimum amount equal to 6 times the annual cash retainer ($80,000 x 6 = $480,000) within 3 years of adoption of the guidelines (or within 35 years of appointment to the Board. In August 2019, this requirement was changed by the Board for directors elected after 2017).from 3 to 5 years. Directors are required to hold all shares of Common Stock granted to the director until compliance with the guidelines are met.

20182019 Director Compensation Table

The following table shows the compensation paid by Conduent to itsnon-employee directors for the fiscal year ended December 31, 2018 to itsnon-employee directors. Ashok Vemuri,2019. Clifford Skelton, Chief Executive Officer, isand Ashok Vemuri, former Chief Executive Officer, are not included in this table because he is an employeethey were employees of the Company during 2019 and receivesreceived no additional compensation for histheir service as a director. The compensation received by Mr.Messrs. Skelton and Vemuri as an employeeemployees is shown in the 20182019 Summary Compensation Table.

SECURITIES OWNERSHIP

Security Ownership of Company SecuritiesCertain Beneficial Owners (1)

We are not aware of any person who, or group which, owns beneficially more than 5% of any class of the Company’s equity securities as of December 31, 2018,2019, except as set forth below.

Represents shares of Common Stock held by the following group of entities associated with Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”)(collectively, (collectively, the “Reporting Persons”). The principal business address of (i) each of High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Becktonthe Reporting Persons is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

High River has sole voting power and sole dispositive power with regard to 4,917,3087,629,868 shares of Common Stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Common Stock. Icahn Master has sole voting power and sole dispositive power with regard to 8,156,43312,672,483 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Common Stock. Icahn Partners has sole voting power and

GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of Common Stock which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all other purposes.

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the currentnamed executive officers named in the Summary Compensation Table and all current directors and current executive officers as a group, as of February 28, 2019,29, 2020, were as follows. These individuals have sole voting and dispositive power with respect to the reported shares.

Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owned less than 1% of the aggregate number of shares of Common Stock outstanding as of February 28, 2019.29, 2020. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned: The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers in accordance with SEC rules and includes shares held indirectly.

Shares of Common Stock which executive officers, directors and nominees have a right, within 60 days of February 28, 2019,29, 2020, to acquire upon the exercise of options or rights or upon vesting of performance shares, DSUs or restricted stock units are also required to be included for purposes of determining beneficial ownership. None of our executive officers, directors or nominees hold any Company securities which are exercisable or scheduled to vest within 60 days of February 28, 201929, 2020 with the exception of DSUs as follows: Graziano, 5,758; Gregor, 11,297;Higgins Victor, 43,524; Letier, 59,421; Mather, 13,675;79,137; Nutter, 48,623;Paláu-Hernández, 45,524; and Parrett, 13,675.Wilson, 48,623.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act (“Section 16”) requires the Company’s directors, executive officers and persons who own more than ten percent of the Common Stock of the Company, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Based solely on review of these reports, or written representations from these persons that no other reports were required to be filed with the SEC, the Company believes that all reports for the Company’s directors, executive officers and ten percent shareholders that were required to be filed under Section 16 during the fiscal year ended December 31, 20182019 were timely filed, with the exception ofexcept for one Form 4 reporting onea single transaction filed jointly by Carl C. Icahn, High River Limited Partnership, Icahn Partners LPfor each of Messrs. Vemuri, Walsh, Peffer and Icahn Partners Master Fund LP.Friedel.

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”), we discuss the compensation philosophy, programs and practices adopted by the Compensation Committee of the Board of Directors of Conduent (the “Compensation Committee”“Compensation Committee”) for our named executive officers and review the various objectives and elements of our executive compensation program, its alignment with performance and the 20182019 compensation decisions regarding our named executive officers.

For purposes of this CD&A and the disclosure that follows, the following are our named executive officers for 2018:2019:

⁴ Effective June 14, 2019, Mr. Pompeo, then serving as our Head of Internal Audit, was appointed as our Chief PeopleAccounting Officer and an executive officer of the Company.

Advisory Say on Pay Vote & Shareholder Engagement

Our executive compensation is subject to an annual advisory vote of shareholders at our Annual Meeting. The Compensation Committee considers the outcome of say on pay votes when making compensation decisions for our named executive officers. At the 20182019 Annual Meeting of Shareholders, 98.7%89.5% of shares voted were in favor of our executive compensation.compensation program. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our shareholders and understanding their views. The executive management team of Conduent established and participated in various shareholder engagement activities in 2018.2019. Conduent’s investor relations function proactively engages with our shareholders to provide updates on the performance of the Company and solicit feedback on various topics.

OUR EXECUTIVE COMPENSATION PROGRAM

Compensation Philosophy

Our Executive Compensation Programs areexecutive compensation program is designed to attract, motivate, reward and retain the world classtop talent necessary to drive our business strategy, creating shareholder value. Our programs are designed to follow these principles:

Checklist of Compensation Practices

20182019 Total Direct Compensation Targets for Named Executive Officers

The Compensation Committee approved the annual target compensation levels for all executive officers.officers for 2019. To reinforce the Company’s pay for performance philosophy, 86%77% of our current CEO’s targeted total directordirect compensation, and on average 70%67% for our current active other named executive officers, is variable and “at risk.” Additionally, 53%50% of targeted total direct compensation for our Chief Executive OfficerCEO and, on average, 46%45% for our other current active named executive officers is subject to achievement of performance goals.

The table does not reflect the specialone-time strategic leadership grant awarded to Mr. Pompeo or thesign-on grants awarded to Messrs. VemuriSkelton and Webb-Walsh.Krawitz. In addition, the variable incentives shown for Mr. Krawitz, who joined the Company in November 2019, represent his 2020 award opportunities. Additional information regarding these awards can be found under “Strategic Leadership RSU Grant”“SpecialOne-Time Restricted Stock Unit Grants” on page 31.32.

Linking Pay with Performance

Short-Term Incentives

In early 2019, the Compensation Committee reviewed peer group data and approved an Annual Performance Incentive Program (APIP) that aligned with the interests of shareholders and the Company. Each of our named executive officers participated in the Annual Performance Incentive Program (“APIP”) which focused on theour business priorities for 2018.2019. The 20182019 performance measures and weightings for APIP were: Adjusted EBITDA (50%), and Revenue (at constant currency) (40%) and an M&A Strategic Goal (10%(50%). For 2018, the Committee determined to use an M&A Goal as a performance metric to replace Revenue Productivity to more closely align our named executive officers’ incentive compensation with our strategic priorities.

Additional information regarding short-term incentives can be found under “2018“2019 Compensation for the Named Executive Officers—Short-Term Incentives.”

Long-Term Incentives

In early 2018,2019, the Compensation Committee reviewed peer group data and approved a Long-Term Incentive Program (“LTIP”) that aligned with the interests of shareholders and the Company. The 20182019 annual LTIP award includes a mix of 50% performance-based awards (Performance Stock Units) and 50% time-based awards (Restricted Stock Units). This approach balances the need to motivate and drive future behaviorperformance while being retentivealso fostering retention and fostering stock ownership. Performance Stock Units are measured over three years. Performance for each year is measured againstpre-established annual goals and performance achievement is averaged over the three-year performance period (2018—2020)(2019-2021). Vesting occurs atfollowing the end of the three-year performance period. Restricted Stock Units are subject to three-year ratable vesting.

The Compensation Committee approved annual LTIP awards with a grant date of April 1, 2018.2019, and June 28, 2019 for certain newly-hired executives. Officers participated at their individual LTIP target level. The 20182019 performance measures and weightings are as follows: Adjusted Profit Before Tax (“PBT”) (50%) and Free Cash Flow, as adjusted (50%). Additional information regarding long-term incentives can be found under “2018“2019 Compensation for the Named Executive Officers—Long-Term Incentives.”

In additionAdditional Restricted Stock Unit grants were also made to the annual LTIP award, Messrs. VemuriSkelton and Webb-Walsh each received aKrawitz in connection with their hire and to Mr. Pompeo for his strategic leadership, as described below under “Specialone-timeOne-Time Restricted Stock Unit award in recognition of their strategic leadership in establishing Conduent as a successful stand-alone company and exceeding transformational goals.Grants”.

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 NYSENasdaq standards, including heightened independence requirements for Compensation Committee members. The biographies of the Compensation Committee members appear beginning on page 7 of this Proxy Statement.

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. (the “Consultant”), to assist with its responsibilities. The Consultant 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 onnon-employee director compensation matters. As provided in its charter, the Compensation Committee has the authority to determine the scope of the Consultant’s services and may terminate the Consultant’s engagement at any time. The Compensation Committee evaluated the independence of the consultant and concluded that no conflict of interest existed that would prevent the consultant from independently advising the Compensation Committee.

During 2018,2019, the Consultant provided the following services:

industry survey data to recognizesupplement the limitations ofpeer group proxy data (Willis Tower’s Watson CDB General Industry Executive Compensation survey).data. This comparison included compensation data for these elements of pay:

The competitive market data is prepared, analyzed and presented to the Compensation Committee by the Committee’s Consultant. The market pay range is viewed as a competitive reference point, but that data is not used to match a specific percentile of the market. Emphasis is placed on total direct compensation. In 2018,2019, the Compensation Committee reviewed total direct compensation against the market data using the 50^th percentile as a reference point. The Compensation Committee exercises discretion in setting individual compensation levels to reflect an assessment of the executive’s impact, responsibilities and expected contributions to Conduent, as well as potential for advancement.

20182019 COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS

20182019 Total Direct Compensation

Total direct compensation includes base salary, target annual short-term incentives and target annual long-term incentives, including Performance Stock Units at target. The majority of our named executive officers’ compensation is provided under our variable incentive compensation programs. Variable pay increases with responsibility while long-term incentive compensation represents the greatest component of pay. The 20182019 total direct compensation of our named executive officers can be found under the heading “Executive Summary—20182019 Total Direct Compensation Targets for Named Executive Officers.” For further information regarding the process the Compensation Committee used to determine compensation for our named executive officers, please see above under “Process for Determining Compensation.”

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.

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 into accountconsiders many factors, 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 is permitted to adjust the short-term incentive target award opportunity at that time.

The 20182019 APIP target award opportunities for our named executive officers, then serving, remain unchanged from 2017.2018, and the APIP target award opportunities for our newly appointed named executive officers were established in connection with their hiring and appointment. In connection with his appointment as our Chief Accounting Officer and an executive officer of the Company, Mr. Pompeo’s APIP target award opportunity was increased from 45% to 50%, effective June 14, 2019. The target award opportunities for our named executive officers for 2019 APIP are disclosed above under “2019 Total Direct Compensation Targets for Named Executive Officers.”

Short-Term Incentive Performance Measures

The Compensation Committee established the APIP for 20182019 pursuant to which each named executive officer is entitled to receive an incentive payout assuming Conduent attains certainpre-established performance goals. In 2018,2019, the performance goals for the APIP were based on Adjusted EBITDA and Revenue (at constant currency) and an M&A strategic goal.our targets were consistent with our operating plan for the year. For this purpose, Adjusted EBITDA represents income or loss before income taxes adjusted for interest expense, depreciation and amortization, restructuring and related costs, (gain) loss on divestitures and

below threshold results in zero payout. With respect to our Revenue goal, the Compensation Committee incorporated a new minimum payout level for 2019. Payout for achieving minimum performance was 25% of target, payout for achieving threshold performance was 50%, payout for achieving target performance was 100% of target and payout for achieving maximum performance was 200% of target. Performance below minimum results in zero payouts. Performance results and payouts are interpolated between these points. There is no required payout for business performance below threshold levels.

The measures, weightings, goals and target and maximum payout ranges set by the Compensation Committee for 20182019 (in millions) were as follows:

These goals were aligned with Conduent’s 20182019 operating plan at the time they were established and designed to be challenging yet achievable. As discussed below, our performance did not meet our minimum performance metrics.

Determining Short-Term Incentive Award Payouts

After the end of the fiscal year, the CFO confirms the financial results and communicates the results to the Compensation Committee. Subject to the Compensation Committee’s review and approval, any material unusual charges or gains are reviewed with the Compensation Committee for possible impact on APIP calculations.

Each performance measure is assessed and calculated independently. The weighted results of each measure are added together to determine overall performance results. Payouts are made proportionately for achievement at levels between the goals. Even ifpre-established performance measures are achieved, the Compensation Committee retains discretion to determine a lesser short-term incentive than the calculated incentive payout, or no short-term incentive at all, as it deems appropriate. The Compensation Committee also retains its discretion to increase or decrease an APIP award (plus or minus 20% as described above) based on individual performance, provided that the named executive officer’s award may never exceed their maximum payout target.

20182019 Performance for Short-Term Incentive Award Payouts

Performance results for 20182019 against the APIP performance measures (in millions) were:

Long-Term Incentives

We provide long-term incentives to reward our named executive officers for sustained performance, as a retention incentive and to align 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. The Committee considers peer data, relative impact of the executive’s position, responsibilities and role at Conduent and each named executive officer’s performance when determining long-term incentive awards.

Long-Term Incentive Program and Performance Measures

Long-term incentive awards are made pursuant to the Conduent Incorporated Performance Incentive Plan.Plan in the form of Restricted Stock Units and Performance Stock Units. Restricted Stock Units vest ratably over a three-year period.

Performance Stock Units are measured over a three-year performance period. Performance for each year is measured againstpre-established annual goals and performance achievement is averaged over the three-year performance period (2018—2020)(2019-2021). The 20182019 performance measures and weightings are as follows: Adjusted PBT (50%) and Free Cash Flow, as adjusted (50%). Adjusted PBT is defined as income or loss before income taxes as reported on the Consolidated Statements of Income (Loss), less amortization of acquired intangible assets; restructuring and related costs; (gain) loss on divestitures and transaction costs; settlements/reserves/insurance recoveries associated with litigation costs (recoveries)matters (includes internal and external counsel legal costs), net; loss on extinguishment of debt and other (income) expenses, net, business and assets, currency (gains) losses, net, litigation matters and all other expenses, net.net, including goodwill impairment. Free Cash Flow is defined as cash flow from operating activities as reported on the Consolidated Statements of Cash Flows, less cost of additions to land, buildings and equipment and cost of additions to internal use software and vendor financed capital lease additions plus proceeds from sales of land, building and equipment partial year adjustments for divestitures

period for the 20182019 Performance Stock Units is January 1, 20182019 – December 31, 2020.2021. Performance for each year is measured againstpre-established annual goals and performance achievement is averaged over thethree-year performance period. The entire award does not vest until following the end of the three-year performance period on December 31, 20202021 with payout in the first quarter of 2021,2022, following Compensation Committee certification of the performance results.

The payout for achieving threshold performance is 50%, the payout for achieving target performance is 100%, and the payout for achieving maximum performance is 200%. Payouts are made proportionately for achievement at levels between these goals. There is no payout if performance falls below each of the threshold goals established by the Compensation Committee.

The performance goals were aligned with Conduent’s 20182019 three-year financial model at the time the goals were established. Target performance levels are challenging but achievable with a level of performance that is in line with the Board-approved operating plan, whereas maximum performance levels represent stretch goals which can only be achieved with exceptional performance.