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  

x

Filed by a Party other than the Registrant  

o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

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):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



LOGO

Con 1.jpg
April 12, 2022

3, 2024

Dear Shareholders:

We are pleased to invite you to the 20222024 Annual Meeting of Shareholders of Conduent Incorporated (the “Annual Meeting”) to be held on Wednesday,Friday, May 25, 2022,17, 2024, at 11:009:30 a.m. (EDT). This year’s annual meeting will be conducted virtually, via a live audio webcast. You will be able to attend and participate in the Annual Meeting by visiting www.meetnow.global/M9Z2TCK,MTJ9P9A, where you will be able to listen to the meeting live, submit questions and vote. As always, we encourage you to vote your shares prior to the Annual Meeting.

The attached notice of the Annual Meeting 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, you will be asked to vote upon:

1.A proposal to elect eight directors;

2.A proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022;2024; and

3.A proposal to approve, on an advisory basis, the 20212023 compensation of our named executive officers.

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

proposals 1, 2 and 3.

It is important that your shares be represented and voted at the Annual Meeting. 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,

LOGO

Scott Signature.jpg
Scott Letier

Chairman of the Board



Notice of 20222024 Annual Meeting of Shareholders

Conduent Incorporated

100 Campus Drive, Suite 200

Florham Park, New Jersey 07932

Date and Time:Wednesday,Friday, May 25, 2022,17, 2024, at 11:009:30 a.m., Eastern Time (EDT)
Location:The Annual Meeting will be conducted virtually, via a live audio webcast; there will be no physical meeting location. You will not be able to attend the Annual Meeting in person.
Virtual Meeting Access:You will be able to participate online and submit your questions during the meeting by visiting www.meetnow.global/M9Z2TCK.MTJ9P9A. Details regarding how to participate in the meeting online are more fully described in the accompanying proxy statement.
Purpose:

Our shareholders will be asked to consider and vote on the following matters:

 
(1) Election of eight director nominees;

 
(2) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022;

2024; 
(3) Approval, on an advisory basis, of the 20212023 compensation of our named executive officers; and


(4) ConsiderConsideration of such other business as may properly come before the meeting.

Record Date:March 28, 202218, 2024 — You are eligible to vote if you were a shareholder of record as of the close of business on this date.
Proxy Voting:

(1) Telephone;

 
(2) Internet; or


(3) Proxy Card.


For voting instructions, please review the Notice of Internet Availability of Proxy Materials or, if you requested and received a printed copy of the proxy materials, accompanying proxy card.

Importance of Vote:Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy as soon as possible. You may submit your proxy for the Annual Meeting by using the Internet or telephone voting systems or by completing, signing, dating and returning your proxy card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled “How do I vote?” beginning on page 1 of this proxy statement and the instructions on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 25, 2022.

17, 2024.

The Proxy Statement and 20212023 Annual Report are available at

www.edocumentview.com/cndt or https://investor.conduent.com.

By order of the Board of Directors,

LOGO

MK Signature Black.jpg
Michael Krawitz

Executive Vice President, General Counsel and Secretary

April

12, 2022

April 3, 2024


TABLE OF CONTENTS

The Annual Meeting

1

What is the purpose of the Annual Meeting?

1

Who is entitled to vote?

1

How do I vote?

1

How does the Board recommend that I vote?

2

How can I attend the Annual Meeting?

2

How do I ask questions during the Annual Meeting?

2

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

2

How many votes are required to approve each proposal?

3

What is a broker non-vote and how will it affect the voting?

3

May I change my vote?

4

Who will count the vote? Is my vote confidential?

4

How are proxies solicited?

4

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?

4

How can I electronically access the proxy materials?

4

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2023 Annual Meeting?

4

How can I contact the Board?

5

What if multiple shareholders have the same address?

5

How may I get additional copies of the Annual Report and Proxy Statement?

5

Is there a list of shareholders entitled to vote at the Annual Meeting?

5

Biographies

7

Corporate Governance

13

Environmental,

16

16

20

i


25

44

45

47

49

50

51

53

54

54

55

58

58

59

60

ii

i

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 20222024 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (“Conduent,” the “Company,” “we,” “us,” or “our”) will be held on Wednesday,Friday, May 25, 2022,17, 2024, at 11:009:30 a.m., Eastern Time. (EDT). As a shareholder as of March 28, 2022,18, 2024, you are invited to attend the Annual Meeting via live audio webcast and are entitled to and requested to vote on the items of business described in this Proxy Statement. To participate at the Annual Meeting online, please visit www.meetnow.global/M9Z2TCK.

MTJ9P9A.

What is the purpose of the Annual Meeting?

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

1.

Election of the eight nominees named in this Proxy Statement to our Board of Directors (the “Board”), each for a term of one year.

2.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

3.

Approval, on an advisory basis, of the 2021 compensation of our named executive officers.

1.Election of the eight nominees named in this Proxy Statement to our Board of Directors (the “Board”), each for a term of one year.
2.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
3.Approval, on an advisory basis, of the 2023 compensation of our named executive officers.
Shareholders will also act on any other business that may properly come before the Annual Meeting. In addition, our management will 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 28, 202218, 2024 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned as of that date include: (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 215,604,418208,643,322 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 or 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 at the virtual Annual Meeting.

Registered shareholders can vote in any one of four ways:

BY INTERNETBY TELEPHONE

BY INTERNET

BY TELEPHONE

If you have Internet access, you may vote your shares by following the “Vote by Internet” instructions included in the Notice or on the enclosed proxy card. If you vote via the Internet, do not return your proxy card.

You may vote your shares by following the “Vote by Telephone” instructions on the enclosed proxy card. If you vote by telephone, do not return your proxy card.

BY MAIL

ELECTRONICALLY DURING VIRTUAL ANNUAL MEETING

If you received a printed copy of the proxy materials, you may vote by completing and signing the proxy card enclosed with this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. The shares you own will be voted according to your instructions on the proxy card you mail. If you sign and return your proxy card but do not indicate your voting instructions on one or more of the matters listed, the shares you own will be voted by the named proxies in favor of each of the proposals in accordance with the recommendations of our Board.

If you are a registered shareholder with a control number or a beneficial shareholder thathas submitted a legal proxy and has received a control number from Computershare, you will also be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” link on the Meeting site.

1

If you vote your proxy 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.

The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the proxy card. Regardless of the method you choose, your vote is important. Please vote by following the specific instructions on your proxy card. All proxies will be governed by and construed in accordance with the laws of the State of New York and applicable federal securities laws.

How does the Board recommend that I vote?

The Board recommends that you vote:

FOR the election of each of the eight director nominees;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
FOR the approval, on an advisory basis, of the 2023 compensation of our named executive officers.

FOR the election of each of the eight director nominees;

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

FOR the approval, on an advisory basis, of the 2021 compensation of our named executive officers.

How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. The Annual Meeting will begin promptly at 11:009:30 a.m. (EDT) on Wednesday,Friday, May 25, 2022.17, 2024. We encourage you to access the meeting prior to the start time leaving ample time for check in.

For Registered Holders: If you were a shareholder as of the close of business on March 18, 2024 and have your control number, you mayparticipate at the Annual Meeting by following the instructions available on the meeting website. Registered shareholders can attend the meeting by accessing the meeting site at www.meetnow.global/MTJ9P9A and entering the 15-digit control number that can be found on your proxy card mailed with the proxy materials.
For Beneficial Holders: If you were a shareholder as of the close of business on March 18, 2024 and hold your shares through anintermediary, such as a bank or broker or other nominee, you must register in advance to attend the Annual Meeting. To register you will need to obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy form from them, forward the email with your name and the legal proxy attached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare at legalproxy@computershare.com. (In the alternative, you can send the legal proxy materials by mail to: Computershare, Conduent Incorporated Legal Proxy, P.O. Box 43001, Providence, RI 02940-3006). Requests for registration must be received no later than 5:00 p.m. (EDT) on May 12, 2024. You will receive a confirmation email from Computershare of your registration. At the time of the Annual Meeting, go to www.meetnow.global/MTJ9P9A and enter your control number. If you do not have your control number, you may attend as a guest (non-shareholder) by going to www.meetnow.global/MTJ9P9A and entering the information requested under the “Guest” option. Please note that guest access is in listen-only mode and guests will not have the ability to ask questions or vote during the Annual Meeting.

For Registered Holders: If you were a shareholder as of the close of business on March 28, 2022 and have your control number, you mayparticipate at the Annual Meeting by following the instructions available on the meeting website. Registered shareholders can attend the meeting by accessing the meeting site at www.meetnow.global/M9Z2TCK and entering the 15-digit control number that can be found on your proxy card mailed with the proxy materials.

For Beneficial Holders: If you were a shareholder as of the close of business on March 28, 2022 and hold your shares through anintermediary, such as a bank or broker or other nominee, you must register in advance to attend the Annual Meeting. To register you will need to obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy form from them, forward the email with your name and the legal proxy attached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare at legalproxy@computershare.com (In the alternative, you can send the legal proxy materials by mail to: Computershare, Conduent Incorporated Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.). Requests for registration must be received no later than 5:00 p.m. (EDT) on May 20, 2022. You will receive a confirmation email from Computershare of your registration. At the time of the Annual Meeting, go to www.meetnow.global/M9Z2TCK and enter your control number. If you do not have your control number, you may attend as a guest (non-shareholder) by going to www.meetnow.global/M9Z2TCK and entering the information requested under the “Guest” option. Please note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.

How do I ask questions during the Annual Meeting?

If you are attending the Annual Meeting as a shareholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.meetnow.global/M9Z2TCKMTJ9P9A and entering your control number, and clicking on the messageQ&A icon in the upper right-hand corner of the page. To return to the main page, click the “i”Broadcast icon at the top of the screen. Please note that guest access is in listen-only mode and youguests will not have the ability to ask questions or vote during the Annual Meeting.

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 215,604,418

2

208,643,322 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. Broker non-votes and abstentions are counted as present for the purpose of determining a quorum.

How many votes are required to approve each proposal?

Election of Directors. 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. The independent directors, other than any director receiving less than a majority of “for” votes, will then evaluate and determine, based on the relevant facts and circumstances, whether to accept or reject the resignation. The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the SEC.

Securities and Exchange Commission (“SEC”).

Other Items

The affirmative vote of a majority of the votes cast at the Annual Meeting will be required for approval of the following proposals, meaning these proposals will be approved if the number of votes cast “for” the proposal exceed the number of votes cast “against” the proposal:

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2024; and

Approval, on an advisory basis, of the 20212023 compensation of our named executive officers.

Abstentions and broker non-votes are not considered votes cast and therefore have no effect on the outcome of the other above matters. For information regarding broker non-votes, see below under “What is a broker non-vote and how will it affect the voting?”

Although the advisory vote on the 20212023 compensation of our named executive officers is non-binding, the Board and Compensation Committee value the opinions of shareholders and will consider the outcome of the vote on thissuch proposal when making future decisions regarding executive compensation.

At present, the Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment, to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

What is a broker non-vote and how will it affect the voting?

Brokers are not permitted to vote the shares they hold on behalf of beneficial owners without the beneficial owner’s voting instruction for matters that are deemed to be “non-routine.“non-routine. A broker non-vote occurs with respect to non-routine matters when the beneficial owner of the shares fails to furnish timely voting instructions to the broker, and the broker is not permitted to vote the shares in its discretion. The election of directors and the advisory vote on executive compensation and approval of equity plan are considered non-routine matters. If you do not instruct your broker on how to vote your shares with respect to these non-routine matters, your broker will not be able to cast a vote on these proposals. Accordingly, we urge you to provide voting instructions to your bank, broker or other holder of record so that you may vote on these important matters. Shares constituting broker non-votes, while counted towards the quorum, are not counted as votes cast “for” or “against” for the purpose of determining whether shareholders have approved a non-routine matter. As a result, broker non-votes will have no impact on the outcome of these matters.

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

3

May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting byby: (i) delivering a later dated proxy card by a latervia mail, over the telephone or on-line vote, byon the Internet, (ii) notifying the Secretary of the Company in writing that you have revoked your proxy or by(iii) voting electronically during the Annual Meeting. Attendance at the Annual Meeting will not revoke a proxy unless you actually vote electronically during the meeting.

Who will count the vote? Is my vote confidential?

A 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 proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

How are proxies solicited?

The solicitation of proxies is made by our Board and will be conducted primarily by mail. We also request brokerage firms, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such persons for the cost of forwarding the material. We have engaged Innisfree M&A Incorporated to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay Innisfree M&A Incorporated a fee of $17,500, plus reimbursement of out-of-pocket expenses for this service. Proxies may also be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We bear the cost of preparing all proxy materials and proxy solicitation.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 12, 2022,3, 2024, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 28, 2022.18, 2024. The Notice contains instructions on how to access the proxy materials over the Internet and how to vote. It also contains instructions on how to request a paper copy of the proxy materials, including a proxy card, as well as how shareholders may request to receive proxy materials in printed form by mail, or electronically by email, on a going forward basis.

How can I electronically access the proxy materials?

You can access the proxy materials online at www.edocumentview.com/cndt or https://investor.conduent.com. Shareholders may receive Proxy Statements, Annual Reports and other shareholder materials via electronic delivery. Registered shareholders can sign up for electronic delivery at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://enroll.icsdelivery.com/cndt or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide the Company cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 20232025 Annual Meeting?

We expect to hold our 20232025 Annual Meeting of Shareholders during the second half of May 20232025 and to file and make available or mail, as applicable, our Proxy Statement for that meeting during the first half of April 2023.2025. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 20232025 Annual Meeting of Shareholders, the proposal must be received by us no later than December 13, 2022.

4, 2024.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 20232025 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 13, 20224, 2024 and no later than December 13, 2022.4, 2024. Any such notice must comply with requirements set forth in our amended and restated by-laws. Nominations for director must be

4

accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected.

In addition to satisfying the foregoing advance notice requirements under our amended and restated by-laws, to comply with the universal proxy rules under the Exchange Act, (which will be in effect for next year’s annual meeting), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that they will solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors, no later than March 27, 2023.the same deadline under the advance notice provisions of our bylaws described above, or December 4, 2024. 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 the non-management members of the Board by contacting the Chairman of the Board, c/o Conduent Incorporated Corporate Secretary, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

What if multiple shareholders have the same address?

To reduce the expenses of delivering duplicate proxy materials, where multiple shareholders reside in the same household, we will deliver a single Notice, or for shareholders who receive paper copies of our proxy materials, a single Proxy Statement and Annual Report along with separate proxy cards, unless we have received instructions otherwise. If you share a household with one or more other shareholders and (i) would like to receive separate copies of the Notice or printed proxy materials, or (ii) you are receiving multiple copies of the Notice or printed proxy materials and, as a household, wish to receive only one Notice or one set of printed proxy materials, then you may request a change in delivery preferences. We will deliver promptly, upon written or oral request, a separate copy of the Notice or printed proxy materials, as applicable, to a shareholder at a shared address to which a single copy was delivered. For registered shareholders, you may contact our transfer agent at 866-574-5496 or write them at Computershare, P.O. Box 505000, Louisville, KY 40233.43006, Providence, RI 02940-3006. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name.

How may I get additional copies of the Annual Report and Proxy Statement?

Copies of the 20212023 Annual Report and 20222024 Proxy Statement have been distributed to shareholders (unless you have received a copy of the Notice or have consented to electronic delivery). Additional paper copies of these documents are available at no cost upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The 20212023 Annual Report and 20222024 Proxy Statement are also available on the Company’s website athttps://investor.conduent.comor www.edocumentview.com/cndt. The Notice also provides you with instructions on how to request paper copies of the proxy materials. There is no charge to receive any such materials by mail. You may request paper copies of the materials until one year after the date of the Annual Meeting.

Is there a list of shareholders entitled to vote at the Annual Meeting?

A list of registered shareholders entitled to vote at the Annual Meeting will be available during the Annual Meeting at the Annual Meeting website and for ten days prior to the Annual Meeting upon written request made by a shareholder to: Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

5

PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been duly elected and qualified. Based on the director nomination process described below, the eight persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presents each nominee’s specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director. All of our incumbent director nominees have demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value the significant experience of our nominees on other public company boards of directors and board committees.

Hunter Gary, Kathy Higgins Victor, Scott Letier, Jesse A. Lynn, Steven Miller, Michael Montelongo, Margarita Paláu-Hernández and Clifford Skelton

All nominees are currently directors of the Company and were elected by our shareholders at the 20212023 Annual Meeting of Shareholders. Effective February 3, 2021, the Board, acting on the recommendation of the Corporate Governance Committee, elected Steven Miller to the Board to replace Courtney Mather who resigned effective February 3, 2021.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company, with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP,L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”), pursuant to which, among other things, Hunter Gary, Jesse A. Lynn and Steven Miller were appointed to the Board (the “Icahn Agreement”). The Icahn Group is required pursuant to the Icahn Agreement to vote in favor of the directors nominated by the Board at the Annual Meeting.

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

The Board has determined that each of the nominees, other than Clifford Skelton, CEO of the Company, is independent under Nasdaq rules and the Company’s independence standards. Although not anticipated, if for any reason a nominee is unable to serve, the individuals named as proxies may use their discretion to vote for a substitute nominated by the Board.


6

Board Overview

Director IndependenceGender DiversityEthnic Diversity
LOGOLOGOLOGO

Five Board Committees Led
by Independent Directors

Three Board Committees Led
by Diverse Directors


Balance of AgesRange of Tenures
LOGOLOGO

Proxy Document Slide 2024 Board Overview.jpg
Biographies

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


7

Director Skills and Demographic Matrix

SkeltonGaryHiggins
Victor
LetierLynnMillerMontelongoPaláu- Hernández

 Skelton 

 Gary 

 Higgins 

 Victor 

 Letier 

 Lynn 

 Miller 

 Montelongo 

 Paláu- 

 Hernández 

Experience, expertise or attribute

Industry Expertise (1)
XXXXX

Industry Expertise (1)

Leadership
XXXXXXXX
Global BusinessXXXXX

Leadership

Financial
XXXXXX
Public CompanyXXXXXXXXX

Global Business

XXXXX

Financial

XXXXXX

Public Company

XXXXXXXX

Boards & Corporate Governance

XXXXXXXXXXXXX
Business OperationsXXXXX

Business Operations

Information Security
XX
ESG OversightXXXXXX
Identity

Information Security

Gender Expression
MaleXMaleFemaleMaleMaleMaleMaleXFemale
LGBTQ+NoNoNoNoNoNoNoNo

ESG Oversight

Race/Ethnicity
WhiteWhiteWhiteWhiteWhiteNot DisclosedHispanicXXXHispanic
VeteranYesNoNoNoNoNoYes

Identity

Gender Expression

MaleMaleFemaleMaleMaleMaleMaleFemale

LGBTQ+

NoNoNoNoNoNoNoNo

Race/Ethnicity

WhiteWhiteWhiteWhiteWhiteWhiteHispanicHispanic

Veteran

YesNoNoNoNoNoYesNo

(1)

Several director nominees have experience in the Services industry, including Mr. Montelongo who is the chair of the Audit Committee.

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

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Clifford Skelton

Age: 6668         Director since: 2019

Non-Independent

Occupation: President and Chief Executive Officer, Conduent Incorporated

Other Public Company Directorships: None

Other Background: On February 25, 2020, the Board appointed Mr. Skelton to serve as our Chief Executive Officer. Mr. Skelton had served in this role on an interim basis since August 2019. He previously served as our Chief Operating Officer from June 2019 to August 2019. Prior to joining Conduent, Mr. Skelton served as President of Fiserv Output Solutions from March 2017 to June 2019 and as the Group President and Chief Information Officer at Fiserv from April 2012 until March 2017. Mr. Skelton also held a variety of leadership roles at companies such as Ally Financial (formerly General Motors Acceptance Corporation) and Bank of America. Mr. Skelton is a former Navy fighter pilot and served in the Navy for over 20 years.

Mr. Skelton received a Bachelor of Arts degree from the University of Southern California and a Master in Public Administration degree from Harvard University’s John F. Kennedy School of Government.


Mr. Skelton brings to the Board unique client services, financial and operational experience and a proven track record of leading growth and corporate transformations through his leadership positions with Fiserv, Ally Financial and Bank of America.

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Hunter Gary

Age: 4749         Director since: 2020

Independent

Occupation: Senior Managing Director, Icahn Enterprises L.P.

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

Other Background: Mr. Gary has served as Senior Managing Director of Icahn Enterprises L.P. (“IEP”), a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, and home fashion and pharma, and has been employed by IEP since November 2010. Prior to that time, Mr. Gary was employed by Icahn Associates Corporation, an affiliate of IEP, in various roles since June 2003. From 1997 to 2002, Mr. Gary worked, most recently, as a Managing Director at Kaufhof Warenhaus AG.

Mr. Gary has served as director for CVR Energy, Inc., a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, since September 2018 and Vivus, Inc., a pharmaceutical company, since December 2020. He has also served in various operational and oversight roles of several other public companies and private companies. Mr. Gary received his B.S. with senior honors from Georgetown University, as well as a certificate of executive development from Columbia Graduate School of Business.

Mr. Gary is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board significant operational and finance expertise and experience providing strategic advice and guidance gained from his positions with IEP and his experience as a director and in operational roles at other public and private companies.

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Kathy Higgins Victor

Age: 6567         Director since: 2019

Independent

Occupation: President and CEO Centera Corporation

Other Public Company Directorships: Best Buy (1999-2020)

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

Ms. Higgins Victor brings to the Board significant experience in human resources, talent management, organizational culture and succession planning from her roles at Centera, Northwest Airlines Inc., The Pillsbury
Co., Grand Metropolitan PLC and Burger King Corp. She also brings corporate governance expertise from her decades of experience at Centera and public company board experience.


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Scott Letier (Chairman of the Board)

Age: 6163         Director since: 2018

Independent

Occupation: Managing Director of Deason Capital Services, LLC, the family office for Darwin Deason

Other Public Company Directorships: Xerox Holding Corporation (since 2018)2018, and has served as Chair of the Board since 2023). Darwin Deason has a non-controlling interest in Xerox Holding Corporation through the ownership of securities.

Other Background:Mr. Letier has been Chief Investment Officer and Managing Director of Deason Capital Services, LLC (“DCSDCS”) since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 20 years of prior leadership roles serving as a private equity investment professional and chief financial officer and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and in addition to Xerox Holding Corporation, he currently serves as the Chairman of the Board of Directors of Xerox Holdings, Inc, and is on the boardboards of directors for a number ofseveral private companies including: MV Transportation, Inc., the leading provider of paratransit services and the largest privately-owned passenger transportation contracting firm in the United States, Stellar Global, LLC, an Australian and U.S. based BPO/CRM Call Center Company, Colvin Resources Group, a Dallas based search and staffing firm, Grow 52,File & ServeXpress, LLC, (dba, Gardenuity),an electronic filing, process service, and secure document exchange platform serving the legal system, Gardenuity, Inc, a tech enabled retailer,wellness and e-commerce company, and he serves on the fund advisory board of Anchor Capital GP, a private equity firm, and Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier is a Certified Public Accountant and has a BBA with a concentration in accounting from the Southern Methodist University – Cox School of Business.

Mr. Letier is a director selected by Darwin Deason pursuant to the Deason Agreement. With his over 20 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to Conduent, including his significant audit experience and investment and financial expertise gained from serving as a private equity and investment professional and chief financial officer.

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Jesse A. Lynn

Age: 5153         Director since: 2019

Independent

Occupation: General Counsel, Icahn Enterprises L.P.

Other Public Company Directorships: JetBlue Airways Corporation (non-voting board observer; since 2024); Crown Holdings, Inc. (2022-2023); FirstEnergy Corp. (since 2021)(2021-2023); Xerox Holdings Corporation (since 2021)(2021-2023); Cloudera, Inc. (2019-2021); Herbalife Nutrition LTD.Ltd. (2014-2021); and The Manitowoc Company, Inc. (2015-2018).(2015-2018 ). Carl C. Icahn has a non-controlling interest in FirstEnergy Corp. and Xerox HoldingsJetBlue Airways Corporation through the ownership of securities.

Other Background: Mr. Lynn has been general counsel of IEP, a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma, since 2014. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of IEP. Mr. Lynn has beenis currently a non-voting board observer for JetBlue Airways Corporation since February 2024. Mr. Lynn was previously a director of: Crown Holdings, Inc., a global supplier of rigid, transit and protective packaging products, from December 2022 to November 2023; FirstEnergy Corp., an electric utility company, sincefrom March 2021;2021 to May 2023; and Xerox Holdings Corporation, a print and digital document products and services company, sincefrom November 2021.2021 to September 2023. Mr. Lynn was previouslyalso a director of: Cloudera, Inc., a company that provides a software platform for data engineering, data warehousing, machine learning and analytics, from August 2019 to October 2021; Herbalife Nutrition Ltd., a nutrition company, from 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 until 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn received a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Boston University School of Law.

Mr. Lynn is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board legal and finance expertise gained both in private practice as well as his positions with Icahn Enterprises and his experience as a director of other public companies.

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Steven Miller

Age: 3335        Director since: 2021

Independent

Occupation: Portfolio Manager, Icahn Capital LP

Other Public Company Directorships: Bausch Health Companies Inc. (since 2021); andDana Incorporated (since 2023); JetBlue Airways Corporation (non-voting board observer; since 2024); Xerox Holdings Corporation (since 2021)(2021-2023); and Herc Holdings Inc. (2022-2023). Carl C. Icahn has a non-controlling interest in Bausch Health Companies Inc., Dana Incorporated and Xerox HoldingsJetBlue Airways Corporation through the ownership of securities.

Other Background: Mr. Miller has been a Portfolio Manager of Icahn Capital LP (“Icahn Capital”) since October 2020. Mr. Miller is responsible for analysis and engagement in connection with investments by Icahn Capital in public securities. Icahn Capital is a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion.businesses. Prior to joining Icahn Capital, Mr. Miller was an Analyst in the Distressed and Special Situations investment group in the New York office of BlueMountain Capital Management, LLC (“BlueMountain”) from 2013 to 2019. Mr. Miller represented BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders from 2014 to 2019. From 2011 to 2013, Mr. Miller was an Analyst in the Distressed Products Group in the New York office of Goldman, Sachs & Co. Mr. Miller has served on the Bausch Health Companies Inc. board since March 2021, the Dana Incorporated board since December 2023, and as a non-voting board observer for JetBlue Airways Corporation since February 2024. Mr. Miller was previously a director of the Xerox Holdings Corporation board sincefrom June 2021.2021 to September 2023; and Herc Holdings Inc. from May 2022 to March 2023. Mr. Miller received a B.S. summa cum laude from Duke University in 2011.

Mr. Miller is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board experience in investment and finance, complex debt matters and as a director of other public companies.

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Michael Montelongo

Age: 6668         Director since 2020

Independent

Occupation: President and Chief Executive Officer of GRC Advisory Services, LLC

Other Public Company Directorships: Civeo Corporation (since 2021); Herbalife Nutrition LTDLtd. (2015-2021)

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

Mr. Montelongo is a director nominee who brings to the Board significant experience and a cross-industry background in board governance, strategy, financial and risk management, policymaking and outsourcing operational excellence from his roles as a business school professor and business services executive and corporate governance leader at Harvard Business School, GRC Advisory Services, LLC, Sodexo, Inc., and the Pentagon. He also brings to the Board financial and audit committee experience from serving as a director on other public company boards.

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Margarita Paláu-Hernández

Age: 6567         Director since: 2019

Independent

Occupation: Founder and Chief Executive Officer of Hernández Ventures

Other Public Company Directorships: Occidental Petroleum Corporation (since 2020); Xerox Holdings Corporation (since 2021); Apartment Income REIT Corporation (since 2021); Occidental Petroleum Corporation (2020-2022); Herbalife Nutrition LTDLtd. (2018-2021); and ALJ Regional Holdings, Inc. (2015-2019)

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

Ms. Paláu-Hernández brings to the Board over 30 years of knowledge and experience regarding international business and legal matters from her roles at Hernández Ventures and McCutcheon, Black, Verleger & Shea. She also brings to the Board her experience as a director on other public company boards.

Board Diversity Matrix As of March 31, 2022

     

Board Size:

                
   

Total Number of Directors

          8     
     

Gender:

                
     
   Male   Female   Non-Binary   Did Not Disclose 
     

Number of directors based on gender identity

  6   2   0   0 
 

Number of Directors who identify in Any of the Categories Below:

 

     

African American or Black

  0   0   0   1 
     

Alaskan Native or American Indian

  0   0   0   1 
     

Asian

  0   0   0   1 
     

Hispanic or Latinx

  1   1   0   1 
     

Native Hawaiian or Pacific Islander

  0   0   0   1 
     

White

  4   1   0   1 
     

Two or More Races or Ethnicities

  0   0   0   1 
   

LGBTQ+

          0     
   

Persons with Disabilities

          0     
 

Directors who are Military Veterans: 2

 

 

2023 and April 3, 2024

Board Size:
Total Number of Directors8
Number of Directors based on Gender Identity:
Male6
Female2
Non-Binary0
Did Not Disclose0
Number of Directors who identify in Any of the Categories Below:
African American or Black0
Alaskan Native or American Indian0
Asian0
Hispanic or Latinx2
Native Hawaiian or Pacific Islander0
White5
Two or More Races or Ethnicities0
LGBTQ+0
Persons with Disabilities0
Did Not Disclose1
Directors who are Military Veterans2
The Board recommends a vote

FOR

the election of the eight (8) Directors nominated by the Board

12

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 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 ascan be accessed through our website at https://www.conduent.com/corporate-governance/ethics-and-compliance. Additionally, our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance, FinanceRisk Oversight, and Corporate Social Responsibility and Public Policy Committees can be accessed through our website at https://www.conduent.com/corporate-governance/ethics-and-compliancecorporate-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 Nasdaq 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 willingnessability 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.

In addition, the Board recognizes the tremendous value of having a diverse collection of directors, and as such, also places value on candidates who are women, from an underrepresented racial or ethnic group, who are LGBTQ, with disabilities, who are military veterans, or with other diverse or underrepresented characteristics.

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 13, 20224, 2024 and no later than December 13, 20224, 2024 will be considered for nomination at the Company’s 20232025 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, Scott Letier, 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

13

separate executive session attended only by the independent directors. As of the date of this Proxy Statement, all 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 at www.conduent.com/corporate-governance.

Risk Oversight

Our Board of Directors has ultimatemaintains oversight responsibility for our Enterprise Risk Management (“ERM”) program. This oversight is facilitated primarily through the AuditRisk Oversight Committee of the Board, which previews the ERM program, related assessments and remediation activities for subsequent review by the Board. At least quarterly, the Board’s Risk Oversight Committee and Audit Committee meet with management, the General Counsel, the Chief Audit Executive, and Conduent’s external auditors to discuss risk matters and operating practices, including actions taken by management to address risk exposures. Our ERM program is designed to strengthen our risk-management capabilityrisk management capabilities by developing and implementing a governance structure, policy,risk framework, and processes and standards that enable the identification, assessment, monitoring and management of strategic, financial, operational, cybersecurity, technology, and compliance business risks. The ERM program, is designed to preserve and createexecuted under the direction of the General Counsel, enables organizational value through effective control management and integration of risk practices into strategic planning and organizationalenterprise decision making. ERM is administered within our Global Risk organization under the direction of our Chief Risk Officer. Our Global Risk organization works throughout the enterpriserisk team collaborates with management and business unit risk leaders to identify and addressassess emerging risks, reviewmonitor risks, develop and establish risk tolerances, prioritize risk remediation and review and report on risk mitigation plans, and progress. The Audit Committee meets quarterly withprovide consolidated views of risk across the Chief Risk Officer.

Environmental,enterprise.

Corporate Social Governance (“ESG”)Responsibility Oversight and Highlights

We are committed to conducting business in an environmentally sustainable and socially responsible manner, in all of our interactions with our stakeholders, including clients, associates, suppliers, shareholders, and the environment andglobal communities in which we operate. We take a holistic approach to incorporate ESGsustainability principles into our corporate strategy toand anticipate risks and opportunities that may arise. We strongly believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our companyclients, our Company and its shareholders.

Our ESGsustainability initiatives are overseen by our Board’s Corporate Social Responsibility and Public Policy (CSR&PP)(“CSR&PP”) Committee, whose responsibilities are listed in its charter. The Company’s ESG strategy, which integrates our sustainability initiatives, is led by the Company’s senior leadership team, including the CEO.CEO and his team. A management-level ESGSustainability Steering Committee, comprised of Legal, Marketing, ESG,Sustainability, Investor Relations, Diversity and Inclusion, Human Resources, Real Estate, Strategy, Procurement and Risk Management leaders, is charged with executing the strategy and working with business units and corporate functions to set ESGand execute sustainability goals and to provide long-term strategic guidance and direction on material ESGsustainability policies, processes and measurements. Members of the ESGSustainability Steering Committee meet quarterly with the CSR&PP Committee and the full Board to discuss Conduent’s ESGsustainability objectives, as well as to provide periodic briefings and education on core conceptstrends and trendsemerging issues and regulations, such as the EU Corporate Sustainability Reporting Directive, that impact social responsibility initiatives.the Company. This regular engagement gives the Board insight into the Company’s ESG strategy, including how it issustainability initiatives are integrated into the Company’s overall company strategy, operational management and social responsibility initiatives.

solutions and services.

Our ESGsustainability initiatives are focused on the following 11 topicsbelow-referenced environmental, social and governance focus areas that we have determined, through extensive engagement between our senior leadership team and our board of directors,Board, as well as with our stakeholders, to be most relevant to our industry, our businesses and our stakeholders:

stakeholders. In 2023, we refined our focus with a foundational materiality analysis and a client engagement survey on material issues and expectations.

Energy/Greenhouse Gas Management & Reductions

14


Opportunities in Clean Technology

Electronic Waste & Other Recycling

Privacy & Data Security

Conduent Associate Experience

Diversity & Inclusion

Giving Back in Our Local Communities Inclusion

BoardTable of Directors Governance Framework

Contents

ESG-Strategy.jpg

Business Continuity

Business Ethics & Professional Integrity

Supplier Practices

Our key ESGsustainability initiatives support the following three overarching ESG outcomes on which Conduent is focused:

LOGO

    LOGO

Alleviating Poverty and Hunger

LOGO

    LOGO

Contributing to Well-being and Decent Work

LOGODriving Environmental Impact and Promoting Sustainable Cities

UN Sustainable Development Goals:

SDG-Icons-w-Text.jpg
Our most recent Corporate Social Responsibility (CSR)(“CSR”) report was published in 20212023 and includes reporting based on, among other sources, the reporting standards published by the Sustainability Accounting Standards Board (SASB). We expect to enhance our CSR reporting in 2022 to incorporate(“SASB”) and recommended climate disclosures from the Task Force on Climate-related Financial Disclosures (TCFD)(“TCFD”). Our CSR reporting also includes key performance indicators for our environmental, social and governance focus areas, which are monitored and overseen by our CSR&PP Committee and full Board. In addition, we annually complete the Carbon Disclosure Project (CDP) Climate Change questionnaire and the EcoVadis questionnaire. We expect to continue doing so.

to enhance our CSR reporting and disclosures in 2024. In 2024, we also plan to develop and submit our near-term greenhouse gas target, as part of Conduent’s recent Science Based Target initiative commitment. We are honored to be recognized for the progress we have made in our sustainability efforts, including the following:

Forbes – “America’s Best 500 Employers for Diversity”;
Newsweek – “Top 100 Most Loved Workplaces”;
Human Rights Campaign – Top ranking workplace for LGBTQ+ inclusion – U.S.;
Disability Equality Index – Best Places to Work for Disability Inclusion;
India Workplace Equality Index – Top Employer for LGBT+ Inclusion;
Military Times - Best for Vets Employers;
EcoVadis - Bronze Award for Sustainability Performance
For more ESGsustainability information, please refer to Conduent’s 20202022 Corporate Social Responsibility report and 2020 SASB disclosure located in the ESGSustainability section onof our investor website at https://investor.conduent.com. The contents of the ESGCorporate Social Responsibility section of our website (www.conduent.com), including our Corporate Social Responsibility report, are referenced for general information only and are not incorporated into this Proxy Statement.

Director Independence

A director is not considered independent unless the Corporate Governance Committee and Board determinesdetermine that he or she has no material relationship with the Company. The Board makes a determination as to each director’s independence broadly considering all relevant facts and circumstances. A director is presumed not to have a material relationship with the Company if the director meets all the bright-line independence and other applicable requirements under the Nasdaq listing standards of the Nasdaq Stock Market (“Nasdaq”) and all other applicable laws, rules and regulations regarding independence.

15

In addition, the Corporate Governance Committee and the Board review 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 this review, our Board has determined that all of the nominees for election as directors at the Annual Meeting are, and were during 2021,2023, independent under the Nasdaq rules and our Corporate Governance Guidelines, with the exception of Clifford Skelton, our CEO. Additionally, our Board determined that Courtney Mather, who previously served on our Board during 2021, was independent under the Nasdaq rules and our Corporate Governance Guidelines.

Certain Relationships and Related Person Transactions

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. The policy, which is administered by the Corporate Governance Committee, provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of Regulation S-K) has or will have a direct or indirect material interest, and where the amount involved exceeds $120,000 in the aggregate, is subject to review (each such transaction, a “Related Person Transaction”). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company. No member of the Corporate Governance Committee may participate in the review, approval or ratification of a transaction with respect to which he or she is a “related person.”

In the normal course of business, the Company provides services to (including human resources, end-user support and other services and solutions), and purchases from (office(including office equipment and related services and supplies), certain parties in which Carl C. Icahn and his affiliates (collectively, the “Icahn shareholders”), a beneficial owner of more than five percent of the Company’s voting securities, have an ownership interest. Total transactions with the Icahn shareholders in 20212023 were as follows: revenue from these parties was approximately $16$6 million; purchases from these parties was approximately $28$18 million.

In 2021, one of the Company’s vendors, Sia Partners US, Inc. (f/k/a Summus Group,Group), engaged a consultant who was assigned to work at the Company.Company pursuant to a consulting arrangement entered into in the ordinary course of business. The consultant is Sara Prout, spouse of Mark Prout, our Executive Vice President, Chief Information Officer. This was a consulting arrangement entered into in the ordinary course of business. Summus GroupSia Partners US, Inc. was paid $393,960$385,560 in respect of the work done by Sara Prout during 2021.

2023.

Icahn Agreements and Deason Agreement

See above under “Proposal 1 – Election of Directors” for information regarding our interest in (1) agreements between Xerox and the Icahn Group and (2) the agreement with Darwin Deason.

16

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has five standing committees: Audit, Compensation, Corporate Governance, FinanceRisk Oversight and Corporate Social Responsibility and Public Policy. Set forth below is a summary of the responsibilities of each committee, the number of committee meetings held during 20212023 for each committee and a list of the members and chair of each committee.

Audit Committee (8 meetings)

A copy of the charter of the Audit Committeeeach committee is posted on the Company’s website at www.conduent.com/corporate-governance.

Audit Committee (8 meetings)
The responsibilities of the Audit Committee are set forth in the Audit Committee charter and include the following:

appoint, retain, compensate, evaluate and replace our independent auditors;

review and pre-approve audit services to be performed by our independent auditors;

examine and make recommendations with respect to the audit scope, plans for and results of the annual audit;

assess independent auditor’s qualifications and independence;

oversee the activities, qualifications, adequacy of resources, performance and effectiveness of the internal audit organization and review and approve the internal audit scope and internal audit plan;

review with management, the independent auditors and the internal auditors the quality and adequacy of internal controls;

review and make recommendations to the Board regarding the Company’s policies and disclosures with regard to affiliate transactions;

oversee the Company’s risk assessment policies and practices, including the ERM process, and preview the ERM assessment and process for subsequent review by the Board;

oversee the integrity of the Company’s financial statements;

review the Company’s audited financial statements, including the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommend to the Board their inclusion in the Company’s Annual Report on Form 10-K;

review the effectiveness of the Company’s compliance and ethics program, including reviewing and approving the Company’s Code of Business Conduct and Ethics and Finance Code of Conduct;

oversee the Company’s compliance with legal and regulatory requirements;

assess performance of the Company’s independent auditors and the internal audit function;

review the Company’s cash position, capital structure, status of credit ratings and

meet quarterly strategies, financing strategies and insurance coverage and report to the full Board with respect thereto as appropriate;

review and make recommendations to the management regarding strategy for monitoring and maintaininginformation security.

the full Board as appropriate with respect to the Company’s dividend policy and capital allocation policy;

review the adequacy of the funding of the Company’s funded retirement plans and welfare benefits plans (other than those plans maintained pursuant to a collective agreement that names the Joint Administrative Board as the governing plan fiduciary) in terms of the Company’s corporate purposes; and
review the Company’s policy on derivatives.
The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included in this Proxy Statement beginning on page 59.

60.

Members: Kathy Higgins Victor, Steven Miller and Michael Montelongo (Scott Letier served until March 9, 2021 and was replaced by Mr. Miller.)

Montelongo.

Chair: Mr. Montelongo

The Board has determined that: (1)that all of the members of the Audit Committee areare: (1) independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and Nasdaq rules and are able to read and understand financial statements; and (2) Ms. Higgins Victor and Messrs. Miller and Montelongo are “audit committee financial experts,” as defined in the applicable SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the duties, obligations and liability imposed on
17

such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (5 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Compensation Committee are set forth in the Compensation Committee charter and include the following:

review and approve the goals, objectives and philosophies with respect to the compensation of the CEO and other key executive officers;

review and approve the compensation of the CEO and other key executive officers;

oversee the evaluation of the CEO;

review, and approve key executive officer compensation and retirement plans, and administer and interpret such compensation plans;

review and approve employment, severance, change-in-control, termination and retirement arrangements for key executive officers;

review and recommend to the Board the Company’s stock ownership guidelines and all material compensation-related policies;

oversee succession planning for executive officers;

oversee and review the assessment and mitigation of risks associated with the Company’s compensation policies and practices;

oversee shareholder communications on executive compensation; and

have sole authority to retain, terminate and assess the independence of the consulting firms engaged to assist the Compensation Committee in the evaluation of the compensation of the CEO and other executive officers, and oversee the work of the compensation consultants, including determination of compensation to be paid to any such consultant by the Company.

The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (“CD&A”) with management, and has recommended to the Board that the CD&A be included in this Proxy Statement (beginning on page 25)26) and incorporated by reference into the Company’s 20212023 Annual Report on Form 10-K. The CD&A discusses the material aspects of the Company’s compensation objectives, policies and practices. The Compensation Committee’s report appears on page 4442 of this Proxy Statement.

The Compensation Committee has not delegated its authority with respect to executive compensation decisions. The Compensation Committee has, however, delegated authority under the Company’s equity plan to the CEO and Chief Human Resources Officer to grant equity awards to employees who are not executive officers. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief Human Resources Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

The Compensation Committee has retained Frederic W. Cook & Co. (“F.W.FW Cook”) as an independent consultant to the Compensation Committee. F.W.FW Cook provides no services to management and provides an annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2021,2023, the Compensation Committee determined that F.W.FW Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed on page 3331 of this Proxy Statement.

Members: Hunter Gary, Scott Letier and Margarita Paláu-Hernández (Ms. Higgins Victor served until March 9, 2021 and was replaced by Mr. Letier.)

ndez.

18

Chair: Mr. Gary

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and the applicable Nasdaq rules and that each Committee member is a “non-employee“non-employee director” as defined in Rule 16b-3 under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

During 2021,2023, Messrs. Gary and Letier and Mses.Ms. Paláu-Hernández and Higgins Victor each served on our Compensation Committee. No member of the Compensation Committee was during 2021,2023, or is, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (4 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Corporate Governance Committee are set forth in the Corporate Governance Committee charter and include the following:

identify, screen and recommend candidates for membership on the Board, consistent with criteria recommended by the Corporate Governance Committee and approved by the Board;

review and make recommendations to the Board concerning the size, structure, membership qualifications, composition and procedures of the Board and Board committees;

review and make recommendations to the Board concerning length of Board services and retirement age for Board members;

review and assess the independence of each director and make recommendationrecommendations to the Board regarding the independence of each director;

review director compensation and recommend to the Board any changes;

consider matters of corporate governance, including developments, trends and best practices, and review the Company’s corporate governance policies, including the Corporate Governance Guidelines;

Guidelines, the Charter and the By-Laws;

monitor compliance with the Company’s Code of Business Conduct and Ethics for membersMembers of the Board;

Board of Directors;

administer the Company’s Related Person Transactions Policy;

review and recommend director orientation and continuing director education;

provide oversight and make recommendations to the Board regarding the Company’s response to shareholder proposals;

review and discuss with management disclosure of the Company’s corporate governance practices to be included in the Company’s proxy statement and Form 10-K; and

oversee the annual evaluation processes of the Board and Board committees.

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Hunter Gary, Jesse Lynn and Margarita Paláu-Hernández (Ms. Higgins Victor served until March 9, 2021 and was replaced by Mr. Gary.)

ndez. 

Chair: Ms. Paláu-Hernández

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

Finance

Risk Oversight Committee (7(4 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the FinanceRisk Oversight Committee are set forth in the FinanceRisk Oversight Committee charter and include the following:

oversee the Company’s risk assessment policies and practices, including the ERM process, and, at least annually, preview the ERM assessment and process for subsequent review by the Board;

19

oversee the development, implementation and operation of policies necessary to identify, assess, monitor and manage all categories of enterprise risk, including strategic, operational, technology, and compliance;
oversee and monitor the Company’s risk management framework;
review the effectiveness of the Company’s cash position, capital structure, statuscompliance and ethics program, including reviewing and approving the Company’s Code of credit ratingsBusiness Conduct and strategies, financing strategiesEthics and insurance coverageFinance Code of Conduct;
meet quarterly with management regarding strategy for monitoring and report tomaintaininginformation security;
assist in the full Board with respect thereto as appropriate;

reviewBoard’s oversight of the role of technology in executing the Company’s strategy and make recommendations tosupporting the Company’s business and operational requirements;

oversee and monitor the Company’s technology risk management, and the full Board as appropriate with respectincluding but not limited to the Company’s dividend policymaterial programs, policies, and capital allocation policy;

safeguards for information technology, cybersecurity and data security;

receive and review periodic reports from the adequacy ofCompany’s Chief Information Officer concerning the fundingCompany’s technology infrastructure and the quality and effectiveness of the Company’s funded retirement plansinformation technology systems and welfare benefits plans (other thanprocesses;

evaluate significant risk exposures of the Company and assess management’s actions to mitigate the exposures in a timely manner;
receive and review quarterly (and more often as necessary) reports from the Chief Risk Officer concerning, among other things, any potential material issues regarding: the Company’s risk management framework, policies or compliance with applicable laws, and the Company’s contracts and relationships with its vendors, including the Company’s ability to perform adequately under those plans maintained pursuantcontracts, and the risk of nonpayment and/or fines associated with any inability to a collective agreement that namesperform under the Joint Administrative Board ascontracts;
review at least annually the governing plan fiduciary) in termseffectiveness of the Company’s corporate purposes;

reviewinternal controls over the Company’s policy on derivatives;

approve, at least annually, whether the Company and its subsidiaries shall enter into swap and security-based swap transactions that are not cleared with a Commodity Exchange Act registered clearing organization in reliance on the exemptions provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules and regulations thereunder (the “Dodd-Frank Act”);

reviewcompliance and approvemanagement risks, with the three-year strategic planassistance of the General Counsel and the annual capital budget;Chief Compliance Officer, and

review proposed changes to the Company’s policies and internal controls as necessary; and

review and approve (1) acquisitions in excess of $75 million or involving the issuance of Company stock and (2) dispositions of assets or stock of a subsidiary in excess of $50 million.

Members: Scott Letier, Steven Miller and Michael Montelongo (Courtney Mather served on the Finance Committee until February 3, 2021 and was replaced by Mr. Miller.)

Montelongo.

Chair: Mr. Miller

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

Corporate Social Responsibility and Public Policy Committee (2(4 meetings)

A copy of the Corporate Social Responsibility and Public Policy Committee charter is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Corporate Social Responsibility and Public Policy Committee are set forth in the Corporate Social Responsibility and Public Policy Committee charter and include the following:

review the Company’s policies, programs and practices regarding ESGsocial responsibility and public policy focus areas, including the impact of climate change and other environmental matters, energy and natural resource conservation, supply chain sustainability, employee health, safety and well-being, diversity, equity and inclusion, workforce human rights, public policy engagement, political contribution, and corporate charitable and philanthropic activities (“Social Responsibility Focus Areas”Areas);

review and monitor the development and implementation of the goals the Company may establish from time to time for its performance with respect to its Social Responsibility Focus Areas, the development of metrics and procedures to gauge progress toward achievement of those goals, and the Company’s progress against those goals;

review in advance the Company’s global ESG communication plans and any public reports issued from time to time by the Company in connection with reporting results of the Company’s initiatives related to the Social Responsibility Focus Areas, including the Company’s Sustainability Accounting

20

Standards Board framework, the Task Force on Climate-Related Financial Disclosures and Corporate Social Responsibility Report, or any similar successor reporting frameworks;

review a summary report of the Company’s charitable giving;

review and monitor the Company’s strategies and efforts to address the Company’s short-improve Conduent’s reputation as it relates to ESG and long-term brand trust opportunities and brand leadership priorities that are significantreview process for assurance of ESG metrics to the Company, its customers and other stakeholders;

ensure accurate disclosure on ESG matters;

review and make recommendations with respect to shareholder proposals relating to any of the Social Responsibility Focus Areas or other related matters, if and as requested by the Company’s Corporate Governance Committee; and

review, identify, evaluate, and monitor environmental, social and related public policy trends, issues, risks and concerns, domestic and foreign, which affect or could affect the Company’s business activities and performance, and make recommendations to the Board regarding such efforts.

Members: Kathy Higgins Victor, Jesse Lynn and Michael Montelongo

Montelongo.

Chair: Ms. Higgins Victor

The Board has determined that all of the members of the Corporate Social Responsibility and Public Policy Committee are independent under the Company’s Corporate Governance Guidelines and the applicable Nasdaq rules.

Board and Committee Meetings; Annual Meeting Attendance

Board and Committee Meeting Attendance: 4Attendance: 8 meetings of the Board of Directors were held in 2021.2023. 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 98%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:Policy: The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All nominees attended the 20212023 Annual Meeting of Shareholders.

Annual Director Compensation

Our Board, upon the review and recommendation of our Corporate Governance Committee, adopted a compensation program for our non-employee directors, effective January 1, 2018.which is reviewed annually. 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 yearreceived the following cash fees in 2023, paid pro rata on a semi-annual basis:
An annual retainer of $80,000;
$125,000 as an annual cashfee for the Non-Executive Chairman;
$35,000 as an annual retainer for their service on the Board. In addition, non-employee directors receive additional cash retainers for the following roles:

The Non-Executive Chairman receives $125,000 per year;

The Chair of the Audit Committee receives $25,000 per yearChair and $15,000 for each other member of the Audit Committee receives $15,000 per year;

Committee;

The Chair of$27,000 for the Compensation Committee receives $20,000 per yearChair and $12,000 for each other member of the Compensation Committee receives $12,000 per year;

Committee;

The Chair of$20,000 for the Corporate Governance Committee receives $15,000 per yearChair and $10,000 for each other member of the Corporate Governance Committee;

$20,000 for the Risk Oversight Committee receivesChair and $10,000 per year;

The Chair of the Finance Committee receives $15,000 per year andfor each other member of the FinanceRisk Oversight Committee; and

$20,000 for the Corporate Social Responsibility and Public Policy Committee receivesChair and $10,000 per year;for each other member of the Corporate Social Responsibility and

Public Policy Committee.

The Chair of the Corporate Social Responsibility and Public Policy Committee receives $15,000 per year and each other member of the Corporate Social Responsibility and Public Policy Committee receives $10,000 per year.(1)

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

21

Equity Compensation

Under the program, each non-employee director is automatically eligible for an annual equity award granted in the form of deferred stock units (“DSU”) under the Conduent Incorporated 2021 Performance Incentive 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 2021,2023, our non-employee directors were entitled to an annual grant of DSUs with a grant date fair value of $190,000. If a director separates from service prior to year-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, committee fees or other fees 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). Directors are required to retain 50% of all shares received upon the vesting of equity awards (net of shares which may be sold to cover applicable taxes) until the threshold is achieved.

(1)

Compensation for the Corporate Social Responsibility and Public Policy Committee was adopted on March 9, 2021.

20212023 Director Compensation Table

The following table shows the compensation paid by Conduent to its non-employee directors for the fiscal year ended December 31, 2021.2023. Clifford Skelton, Chief Executive Officer, is not included in this table because he was an employee of the Company during 20212023 and received no additional compensation for his service as a director. The compensation received by Mr. Skelton as an employee is included in the 20212023 Summary Compensation Table below.

Name 

Fees Earned or

Paid in Cash ($) (1)

  

    Stock Awards    

($)(2)

 

All Other

    Compensation ($)    

  Total ($) 
     

Hunter Gary

  107,000  190,000     297,000 
     

Kathy Higgins Victor

  112,500  190,000     302,500 
     

Scott Letier

  217,501(3)  190,000     407,501 
     

Jesse Lynn

  98,333  190,000     288,333 
     

Courtney Mather

  80,835(3)  31,667     112,500 
     

Steven Miller

  99,583  174,170     273,753 
     

Michael Montelongo

  123,333  190,000     313,333 
     

Margarita Paláu-Hernández

  107,000  190,000     297,000 

(1)

Messrs. Mather and Miller did not serve on the Board for the full year. Mr. Mather resigned from the Board effective February 3, 2021 and a prorated portion of his DSUs were forfeited. Mr. Miller joined the Board effective February 3, 2021 and received a prorated grant of DSUs on February 3, 2021 as well as prorated cash retainers.

(2)

This column reflects the aggregate grant date fair value of the annual equity grant made to non-employee directors in the form of DSUs ($190,000) (prorated for Messrs. Mather and Miller) and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation—Stock Compensation.

(3)

Directors elected to defer all or a portion of their $80,000 annual cash retainer reflected in the Fees Earned or Paid in Cash column in the form of DSUs as follows: Mr. Mather $13,335 and Mr. Letier: $80,000.

Name
Fees Earned or
Paid in Cash ($) 
Stock Awards
($)(1)
All Other
Compensation ($)
Total ($)
Hunter Gary117,000 190,000307,000
Kathy Higgins Victor115,000 190,000305,000
Scott Letier227,000 (2)190,000417,000
Jesse Lynn100,000 190,000290,000
Steven Miller115,000 190,000305,000
Michael Montelongo135,000 190,000325,000
Margarita Paláu-Hernández112,000 (2)190,000302,000
(1)This column reflects the aggregate grant date fair value of the annual equity grant made to non-employee directors in the form of DSUs ($190,000) and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Compensation—Stock Compensation.
(2)Directors elected to defer all or a portion of their annual cash retainer(s) and committee fees reflected in the Fees Earned or Paid in Cash column in the form of DSUs as follows: Mr. Letier: $227,000; and Margarita Paláu-Hernández: $112,000
The total number of all DSUs held by each director as of December 31, 20212023 is as follows: Mr. Gary: 39,666;40,861; Ms. Higgins Victor: 72,482;146,972; Mr. Letier: 130,714;309,312; Mr. Lynn: 39,666; Mr. Mather: 9,687;74,490; Mr. Miller: 34,151;74,490; Mr. Montelongo: 39,666;80,527; and Ms. Paláu-Hernández: 39,666.

 164,468.

22

SECURITIES OWNERSHIP

Security Ownership of Certain 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 based on shares of Common Stock outstanding as of February 28, 2022,March 18, 2024, except as set forth below.

Title of Class              Name and Address of Beneficial Owner  

Amount and

Nature of

Beneficial

Ownership

   

Percent

of Class

 

Common Stock

  

Mr. Carl C. Icahn (2)

c/o Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, NY 10153

   38,149,336    17.69

Common Stock

  

The Vanguard Group (3)

100 Vanguard Blvd.

Malvern, PA 19355

   16,235,669    7.53

Common Stock

  

BlackRock, Inc. (4)

55 East 52nd Street

New York, NY 10055

   15,866,595    7.36

Common Stock

  

Neuberger Berman Group LLC/Neuberger Berman Investment Advisers LLC (5)

1290 Avenue of the Americas

New York, NY 10104

   13,361,651    6.20

Common Stock

  

Mr. Darwin A. Deason (6)

3953 Maple Avenue, Suite 150

Dallas, TX 75219

   12,320,307    5.71

(1)

The words “group” and “beneficial” are as defined in regulations issued by the SEC. Beneficial ownership under such definition means possession of sole voting power, shared voting power, sole dispositive power or shared dispositive power. Other than Percent of Class, the information provided in this table is based solely upon the information contained in the most recent Schedule 13G or 13G/A (or in the case of Mr. Icahn and Mr. Deason, the most recent Schedule 13D or 13D/A) filed by the named entity with the SEC.

(2)

Based on a Schedule 13D/A filed with the SEC on August 16, 2019 by Carl C. Icahn to report his beneficial ownership as of that date.

Title of ClassName and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent
of Class
Common StockMr. Carl C. Icahn (2)
c/o Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, NY 10153
38,149,336 18.28 %
Common StockThe Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355
17,354,385 8.32 %
Common StockNeuberger Berman Group LLC/Neuberger Berman Investment Advisers LLC (4)
1290 Avenue of the Americas
New York, NY 10104
14,693,141 7.04 %
Common StockBlackRock, Inc. (5)
50 Hudson Yards
New York, NY 10001
14,650,070 7.02 %
Common StockMr. Darwin A. Deason (6)
3953 Maple Avenue, Suite 150
Dallas, TX 75219
12,320,307 5.90 %
Common StockT. Rowe Price Investment Management, Inc. (7)
101 E. Pratt Street
Baltimore, MD 21201
10,906,621 5.23 %
____________________
(1)The words “group” and “beneficial” are as defined in regulations issued by the SEC. Beneficial ownership under such definition means possession of sole voting power, shared voting power, sole dispositive power or shared dispositive power. Other than Percent of Class, the information provided in this table is based solely upon the information contained in the most recent Schedule 13G or 13G/A (or in the case of Mr. Icahn and Mr. Deason, the most recent Schedule 13D or 13D/A) filed by the named entity with the SEC.
(2)Based on a Schedule 13D/A filed with the SEC on August 16, 2019 by Carl C. Icahn to report his beneficial ownership as of that date.
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, the “Reporting Persons”). The principal business address of (i) each of the 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 7,629,868 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 12,672,483 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
23

power and sole dispositive power with regard to 17,846,985 shares of Common Stock. Each of Icahn

Onshore, 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.

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

(3)

Based on a Schedule 13G/A filed with the SEC on February 9, 2022 by The Vanguard Group (“Vanguard”), Vanguard has no sole voting power for shares of Common Stock, sole dispositive power for 15,932,827 shares of Common Stock, shared voting power for 211,979 shares of Common Stock and shared dispositive power for 302,842 shares of Common Stock.

(4)

Based on a Schedule 13G/A filed with the SEC on February 3, 2022 by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power for 14,757,073 shares of Common Stock, sole dispositive power for 15,866,595 shares of Common Stock and has no shared voting power or shared dispositive power for any shares of Common Stock.

(5)

Based on a Schedule 13G filed with the SEC on February 11, 2022 by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC (together “Neuberger”), Neuberger has no sole voting power or sole dispositive power for share of Common Stock, shared voting power for 11,379,017 shares of Common Stock and shared dispositive power for 13,361,651 shares of Common Stock.

(6)

Based on a Schedule 13D/A filed with the SEC on February 16, 2021 by Darwin A. Deason. Mr. Deason has sole voting power and sole dispositive power for 12,320,307 shares of Common Stock and has no shared voting power or shared dispositive power for any shares of Common Stock, which shares include 5,393,256 shares of Common Stock issuable upon the conversion of 120,000 shares of Conduent Series A Convertible Perpetual Preferred Stock held by Mr. Deason.

(3)Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”), Vanguard has no sole voting power for any shares of Common Stock, sole dispositive power for 17,020,002 shares of Common Stock, shared voting power for 192,116 shares of Common Stock and shared dispositive power for 334,383 shares of Common Stock.

(4)Based on a Schedule 13G/A filed with the SEC on February 12, 2024 by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC (together “Neuberger”), Neuberger has no sole voting power or sole dispositive power for any shares of Common Stock, shared voting power for 12,290,280 shares of Common Stock and shared dispositive power for 14,693,141 shares of Common Stock.
(5)Based on a Schedule 13G/A filed with the SEC on January 26, 2024 by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power for 14,061,414 shares of Common Stock, sole dispositive power for 14,650,070 shares of Common Stock and has no shared voting power or shared dispositive power for any shares of Common Stock.
(6)Based on a Schedule 13D/A filed with the SEC on February 16, 2021 by Darwin A. Deason. Mr. Deason has sole voting power and sole dispositive power for 12,320,307 shares of Common Stock and has no shared voting power or shared dispositive power for any shares of Common Stock, which shares include 5,393,256 shares of Common Stock issuable upon the conversion of 120,000 shares of Conduent Series A Convertible Perpetual Preferred Stock held by Mr. Deason.
(7)Based on a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”), T. Rowe Price has sole voting power for 3,961,000 shares of Common Stock, sole dispositive power for 10,906,621 shares of Common Stock and has no shared voting power or shared dispositive power for any shares of Common Stock.

24

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the named executive officers named in the Summary Compensation Table and all current directors and executive officers as a group, as of February 28, 2022,March 18, 2024, were as follows. To our knowledge, these individuals have sole voting and dispositive power with respect to the reported shares.

Name of


Beneficial Owner

Amount


Beneficially


Owned (1)(2)(3)

Clifford Skelton, President and Chief Executive Officer1,788,087 
Clifford SkeltonLouis Keyes, Executive Vice President, Chief Revenue Officer292,931 920,973
Randall King, Executive Vice President, Commercial Solutions144,216 
Michael Krawitz, Executive Vice President, General Counsel and Secretary562,121 
Mark Prout, Executive Vice President, Chief Information Officer297,038 
Stephen Wood, Executive Vice President, Chief Financial Officer271,436 
Mark King, former Executive Vice President, Government Solutions53,190 
Hunter Gary, Director94,407 60,778
Kathy Higgins Victor, Director12,708 12,708
Scott Letier, Director132,251 
Louis Keyes166,623
Michael Krawitz309,949
Scott Letier132,251
Jesse A. Lynn, Director83,633 83,633
Steven Miller, Director34,151 
Steven MillerMichael Montelongo, Director90,431 34,151
Margarita Paláu-Hernández, Director45,524 
Michael Montelongo56,802
Margarita Paláu-Hernández45,524
Mark Prout169,290
Brian Webb-Walsh0
Stephen Wood49,350
All current directors and executive officers as a group (13)(13 total)3,848,934 2,141,536

____________________
(1)Percent Owned by all Current Directors and Executive Officers: Each current director and executive officer beneficially ownedowns less than 1% of the aggregate number of shares of Common Stock outstanding as of February 28, 2022.March 18, 2024. The amount beneficially owned by all current directors and executive officers as a group also amounted to less than 1%was 1.84%.

(2)Amount Beneficially Owned: The numbers shown above 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.

(3)Shares of Common Stock which executive officers, directors and nominees have a right, within 60 days of February 28, 2022,March 18, 2024, 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, 2022.

March 18, 2024.

Section 16(a) Reports

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, 20212023 were timely filed.

25

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”) for our named executive officers and review the various objectives and elements of our executive compensation program, its alignment with performance and the 20212023 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 2021:

2023:

Clifford Skelton, President and Chief Executive Officer

Officer;

Stephen Wood, Executive Vice President and Chief Financial Officer1

Stephen Wood, Executive Vice President and Chief Financial Officer;

Michael Krawitz, Executive Vice President, General Counsel and Secretary

Secretary;

Mark Prout, Executive Vice President, Chief Information Officer

Officer;

Louis Keyes,Randall King, Executive Vice President, Chief Revenue Officer

Commercial Solutions; and

Brian Webb-Walsh,

Mark King(1), Former Executive Vice President and Chief Financial Officer2

1Mr. Wood initially joined Conduent on August 10, 2020 as Vice President and Corporate Controller, and on June 11, 2021, in connection with the departure of Brian Webb-Walsh, was appointed Executive Vice President, Government Solutions.

(1)Although Mark King is a named executive officer for 2023, on December 15, 2023, Mark King ceased being an Executive Officer of Conduent and Chief Financial Officer.

on January 2,Mr. Webb-Walsh ceased 2024, Mark King voluntarily terminated his employment with the Company on June 11, 2021.

EXECUTIVE SUMMARY

Conduent, and thus is no longer an active associate.

Executive Summary
With revenues of approximately $4.1$3.7 billion, we are a leading provider ofdeliver digital business process services and solutions. Through our people, process, expertise in transaction-intensive processing and technology such as analytics and automation, we deliver services and solutions on behalf of businesses and governments. 80% of Fortune 100 companies and over 500 government entities depend on us every day as their trusted partner to manage their business processes and essential interactions with their end-users.

We create value for our clients through efficient global service delivery combined with technology-enabled solutions and a personalizedservices spanning the commercial, government and seamless experience for the end-user. We apply our expertise, technology and innovation to continually modernize our offerings for improved client/end-user satisfaction and loyalty, increased process efficiency, reduced costs and rapid response to changing market dynamics.

Headquartered in Florham Park, New Jersey, we have a team of approximately 60,000 associates as of December 31, 2021, servicing customers from service centers in 24 countries. In 2021, 10% of our revenue was generated outside the U.S.

2021 Strategic Focus

Our vision is to become the leading business services partner of choice for businesses and governments. Through our dedicated associates, we deliver mission-critical services and solutions on behalf of businesses and governments,transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on us.them. The Company leverages cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical business process solutions. Through a dedicated global team of associates, process expertise, and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Our goal is to be the technology-led business solutions partner of choice for businesses and governments globally. To achieve this, mission and purpose, we are focusedfocus on delivering outcomes simultaneouslythree critical dimensions across three dimensions:our Company: Growth, Efficiency and Quality. Our Company strategy is designed to deliver shareholder value by creatingdriving profitable growth, expanding operating margins, focusing onimplementing process efficiencies, and deployingemploying a disciplined portfolio rationalization and capital allocation strategy. Our compensation strategy is designed around our Company strategy and includes metrics that reward our associates for increasing shareholder value through achieving revenue and operating margin goals, as well as other financial and strategic objectives.

We have identified specific execution strategies across Growth, Efficiency and Quality, and our compensation plans include specific measures to reward our successful execution of these strategies.

Growth: Our opportunity for growth comes from understanding our clients’ businesses, strengthening our relationships, and driving valuable outcomes for our clients that enable them to reduce costs, improve efficiencies and customer experience and grow their businesses. To capitalize on the growth opportunities, we are focused on the following strategies:

Sales Performance Optimization: The significant progress and investments in sales training and process improvements during the last couple of years, together with the foundational improvements in operational performance, have resulted in more selling opportunities for us to support the strategies of our existing clients with our portfolio of market-leading services and solutions. In 2021 our add-on sales grew by 44% compared to 2020. We continue to improve client responsiveness and increase

sales coverage, including in international markets. We are providing our sales team with regular training tailored for their roles, streamlined processes, and implemented systems to equip them with modern tools that enable them to perform their jobs more efficiently and effectively.

Offering Development: We augmented our portfolio of services and solutions with innovative technology capabilities, including data analytics and machine learning capabilities, to create differentiated, high-value services for our clients and penetrate attractive market segments.

As we continued to improve our quality and efficiency in 2021, our existing clients renewed contracts with us and gave us more business in adjacent service lines, and we gained new clients. Our annual compensation bonus plan rewards achievement for success in Growth by including revenue retention and new business signings, among other metrics. Our long-term incentive plans also reward Growth, as our performance restricted stock awards have metrics tied to increase in stock value and revenue hurdles.

Efficiency: We continued to find ways to reduce costs and deliver more effectively via increased efficiencies. We simplified and standardized our operating model by removing redundant management layers and implementing more robust processes to enable faster decision-making and greater transparency. In addition, we aim to unlock further efficiencies through the following strategies:

Automation: We will continue to invest in embedding intelligent process automation capabilities into operations, including document processing and intelligent virtual assistant customer care tools. Artificial intelligence and machine learning algorithms will continue to add value to the enterprise.

Technology Consolidation: We have identified and are rationalizing duplicative technology systems across our lines of business. Centralizing technology systems will drive economies of scale, amplify the impact of investments, and will continue to strengthen consistent, resilient service delivery.

Delivery Optimization: We are continuing to drive efficiencies by delivering common processes with a shared services model that enables economies of scale. We are driving progress in every process through process improvement methodologies and exploiting new staffing models including work from home.

We continue to respond with agility to clients’ shifting needs and have received positive client feedback for our services and proactivity throughout the COVID-19 pandemic. Our compensation plans reward success in Efficiency by measuring associate retention and improvement in adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) margin, among other metrics.

Quality: Our clients count on consistent, high-quality service delivery. We continue to drive progress in increasing uptime, improving operational stability, and significantly boosting client confidence and satisfaction by focusing on the following strategies:

Proactive, Real time Monitoring of Applications and Service Performance: We are investing in artificial intelligence and machine learning technologies to proactively monitor and prevent incidents. We have a state-of-the-art global IT command center in Sandy, UT to deliver more seamless and reliable service to our global clients and continued to increase uptime in 2021.

Data Center Optimization: We continue to standardize our technology footprint to improve performance and lower costs. As part of this, we have made significant progress in our data center optimization program to consolidate our multiple data centers into a select few. For example, in 2021 we closed two of our largest facilities in the US, completing these high complexity closures that in turn drove a significant increase in service availability for our clients.

Improve End User Experience: We are improving user interface/user experience across our offerings by expanding self-service tools, launching mobile apps and leveraging analytics to create deeper insights.

Our focus on quality is leading to improved client confidence and satisfaction. Our compensation plans are designed to measure success in Quality by including metrics in our incentive plans related to service level agreement performance, system availability, and client satisfaction.

Our strategic focus on Growth, Efficiency and Quality and Efficiency serves as the foundation for our compensation programs. Key aspects of theour compensation program design are directly aligned to our growth journey and our strategic focus, including incentivizing revenue growth and operational efficiency, and creating sustainable shareholder value. To this end, our compensation program positively influenced 2021links pay to performance, aligns to our shareholder interests, and is reflective of our 2023 operational and financial results.

2021 Operational Results

The Conduent team continued

Growth: Our opportunity for growth comes from understanding our clients’ businesses and driving valuable outcomes for our clients to provide criticalhelp them reduce costs, improve efficiency and best-in-class servicesperformance, and elevate customer experiences.
Our annual compensation bonus plan rewards achievement for success in Growth by including Adjusted Revenue and Net Annual Recurring Revenue (“ARR”) Activity metrics. Our long-term incentive plans also reward Growth, as our performance restricted stock awards have metrics tied to our total shareholder return against our proxy peers and revenue growth.
Efficiency: We continue to identify ways to reduce costs and deliver solutions more efficiently.
Our compensation plans reward success in Efficiency by measuring improvement in adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) margin. (Please refer to “Definitions” and “Non-GAAP Financial Measures”.)
Quality: Our clients and their end users, while ensuring the health and safety of our greatest asset, our associates, while the Covid-19 pandemic continued throughout 2021. More than ever, the Company increased itscount on stable, high-quality service delivery. We focus on ensuring that the right people, processescontinuous improvement in system uptime and technology are in place to improve performance, retain revenues, reduce employee attrition and grow the Company. The Company achieved significant operational achievements in 2021 including:

Disposition – In December 2021, we entered into an agreement with Symplr Software, Inc. to sell our Midas suite of patient safety, quality and advanced analytics solutions for an aggregate cash purchase price of $340 million, less certain indebtedness and adjusted for the difference between estimated working capital at closing and a negotiated working capital target. On February 8, 2022, we successfully completed the sale and received $321 million in cash, which is subject to customary post-closing adjustments; such settlement is likely to occur in the second quarter of 2022 and is not expected to be material. The Midas solution represented approximately $70 million and $72 million of revenue in 2021 and 2020, respectively.

Global Labor Market Dynamics – To address the significant change in the labor market environment, we responded by strengthening our talent acquisition organization and processes and, maintaining an appropriate mix of work-from-home and work-from-office roles, whichstability. Our focus on Quality has resulted in increasing hire ratesclient confidence and improved ratings on Comparablysatisfaction.

Delivering with high quality impacts revenue and Glassdoor.

2021 Financial Results

Revenue of $4,140 million for the year ended December 31, 2021 was a decline of 0.55% from 2020, a significantly improved trend compared with the (6.0%) decline in 2020 from 2019. 2021 Revenue was impacted by lost business from prior years, partially offset by (1) increases attributable to lesser impacts of the COVID-19 pandemic across our Transportation and Commercial Industries segments, (2) increased volumes in our Government Services segment, primarily a result of increased payments activity because of Federal stimulus and (3) the ramp of new business.

Strong Net Annual Recurring Revenue (“ARR”) Activity results: In the fourth quarter of 2020, we introduced the Net ARR Activity metric, a trailing 12-month metric inclusive of all new business ARR, lost client impact and contractual adjustments to price and volume. We have seen steady positive growth in this metric from $60 million in the fourth quarter of 2020 to $128 million in the fourth quarter of 2021, an increase of 113%. This increase is driven by new business ARR signings of $408 million for the year ended December 31, 2021, an increase of 16% compared to that of the prior year, and stronger retention of existing clients.

Net loss of $(28) million; pre-tax loss of $(25) million, significant improvements from 2020.

Adjusted EBITDA margins and thus is an important additional factor when determining annual incentive plan payouts.

26

2023 Performance
Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin for 2023 were within our original full-year 2023 guided range. Our Total Contract Value sales were up 20% year over year, improvement driven byand our Government Servicesnew business pipeline remains up 10% year over year. However, we experienced some macroeconomic headwinds in our Commercial sales efforts, which contributed to our Net ARR metric ending the year below our expected target. In March 2023, we outlined a game plan for growth, rationalization, and partially offset by temporary cost savingsimproved cash flow generation with a target 2025 exit plan. We concluded year one of that plan with two portfolio divestiture announcements, expected to close in the priorfirst half of 2024. Our 2023 APIP funding results are a reflection of Conduent’s financial and operating results achieved throughout the year.

$243 million of cash flow from operations, an increase from $161 million in 2020.

The 2021 operational and financial achievements resulted in above target results for our Annual Performance Incentive Plan (“APIP”), mainly due to:

Results

The performance measures and weightings in the 2023 APIP were Adjusted Revenue and(weighted 40%), Adjusted EBITDA margin above targets, driven by stimulus payments volume in the Government Services business,Margin(1) (weighted 40%) and

Net ARR Activity (weighted 20%). Our 2023 financial results led to a 51% of target funding for our APIP.

Improvement in Client Retention

The 20212023 Adjusted Revenue, Adjusted EBITDA Margin and Net ARR Activity metric performance goals were established in March 2021 and the2023. The Compensation Committee did not reset these goals or use positive discretionmake upward adjustments in determining overall APIP Funding.

(1)Please see “Non-GAAP Financial Measures” beginning on page 51 of this Proxy Statement for information on our non-GAAP financial measures.

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

2021

2023 LTIP

Our 20212023 LTIP grant includedconsisted of time-based restricted stock units weighted(“RSUs”) with respect to 50%, of the grant, vesting ratably over a three-year period; and performance-based restricted stock units (“PRSUs”) with respect to 50% of the grant, of which 70% percent are based on revenue growth (“2023 PRSU—Revenue Growth”) and 30% are based on relative Total Shareholder Return (“2023 PRSU—rTSR”) each over a three-year period. The 2023 PRSU—rTSR is based on Conduent’s three-year total shareholder return relative to our August 2022-2023 compensation peers, and the PRSU—Revenue Growth is based on our average annual revenue growth for the three-year period. The 2023 LTIP grant balances the need to increase revenues to drive shareholder value, while fostering participant retention and stock ownership.
2022 LTIP
Our 2022 LTIP grant consisted of time-based RSUs with respect to 50% of the grant, vesting ratably over a three-year period, and two typesPRSUs with respect to 50% of performance-restricted stock units (“PRSUs”), each weighted 25%.the grant, vesting over a three-year period. The first PRSU type continues to be2022 PRSUs are tied to our share price appreciation. We selected share price hurdlesappreciation (“2022 PRSU—Share Hurdle”) with a relative Total Shareholder Return (“rTSR”) modifier of up to continueplus or minus 5%, based on Conduent’s total shareholder return relative to our focus on increasing shareholder value. The second PRSU type, which was implemented in 2021, is tied to annual revenue growth with an Adjusted EBITDA margin threshold. We selected revenue and Adjusted EBITDA margin to emphasizeAugust 2021-2022 compensation peers.
As of December 31, 2023, the importance of annual growth while maintaining healthy margins.

In defining our 2021 PRSU metrics to reward increase in share price and growth in revenue, we set forth clear, measurable, and transparent goals to motivate our associates.

The first tranche2022 PRSU—Share Hurdle awards have not been earned as none of the PRSUs with share price hurdles did not vest on December 31, 2021 because our share price did not increase by at least 20% between the date of grant and December 31, 2021.have been met. These awards, however, remain outstanding and may be earned for active associates if the share price appreciation metric ismetrics are met by December 31, 2023.2024. Conduent’s relative total shareholder return from January 1, 2023 through December 31, 2023 resulted in an rTSR modifier of -5% for tranche two. As a result, if the share hurdle for the second tranche of the 2022 PRSU—Share Hurdle award is achieved, the granted shares will be adjusted to 95.00% of the original shares granted. The rTSR modifier for the first tranche of the award is -4.29%. As a result, if the share hurdle for the first tranche of the 2022 PRSU—Share Hurdle award is achieved, the granted shares will be adjusted to 95.71% of the original shares granted.

2021 LTIP
Our 2021 LTIP grant included time-based RSUs, weighted 50%, vesting ratably over a three-year period, and two types of PRSUs, each weighted 25%, and also vesting over a three-year period. The first PRSU type was tied to our share price appreciation (“2021 PRSU—Share Hurdle”). The second PRSU type (“2021 PRSU—Revenue Hurdle”) was tied to annual revenue growth vested on December 31, 2021 as we met and surpassed our revenue growth target for 2021 and met thewith an Adjusted EBITDA margin threshold.
As a result, these PRSUs were settled at 126%of December 31, 2023, none of the target.

Looking forward, to continue to focus on increasing shareholder value, our 2022 share price hurdle PRSUs, will include a relative total shareholder return modifier based on the Company’s performance versus our compensation peer group.

(1)Please see “Non-GAAP Financial Measures”2021 PRSU—Share Hurdle awards had been earned and “Non-GAAP Reconciliations” on page 55 in this Proxy Statement for information on our non-GAAP financial measures.

2020 LTIP

All of the share price hurdles for the 2020 PRSU annual grant have been achieved. As a result, the first and secondthus, all tranches of the 2020 LTIP award were settled on December 31, 2020 and December 31, 2021, respectively. Vesting forforfeited.

Additionally, the third and final tranche of the award is based upon continued employment through the remaining service vesting date, December 31, 2022.

2019 LTIP

The three-year performance period of our 2019 LTIP grant ended2021 PRSU—Revenue Hurdle awards did not vest on December 31, 2021. Cumulative performance over this three-year period fell short2023, as neither our revenue growth target for 2023 nor our Adjusted EBITDA margin threshold were met.

27

The Compensation Committee certified these results on February 1, 2024, and lack of new business sales, primarily in 2019. Asas a result, nonethe third tranche of the 2019 LTIP grant2021 PRSU—Revenue Hurdle shares was earned or paid out.

forfeited.

Advisory Say on Pay Vote and 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 20212023 Annual Meeting of Shareholders, 97%96.8% of shares voted were in favor of our executive compensation program, demonstrating strong shareholder support. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our shareholders and understanding their views. Our management team established and participated in various shareholder engagement activities in 2021.2023. Our 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

Executive Compensation Program
Compensation Philosophy

Our executive compensation program is designed to attract, motivate, reward and retain top talent necessary to drive our business strategy and create shareholder value. Our programs are designed to follow these principles:

provide competitive compensation to attract and retain executives critical to our long-term success;

align executive and shareholder interests using both short-term and long-term financial and strategic objectives that build a sustainable Company;

company;

recognize and reward collective accountability and individual contribution to drive enterprise results;

instill high standards of corporate governance and best practices; and

mitigate excess risk taking and/or behavior that is inconsistent with the Company’s strategic plans and high ethical standards.

Checklist of Compensation Practices

What We Do

What We Don’t Do

Deliver a significant portion of compensation through long-term incentives tied directly to shareholder value creation.XXPermit re-pricing of underwater stock options or springloading of equity grants.

Balance short- and long-term incentives with multiple performance metrics.XXProvide a defined-benefit pension plan or SERPs to executives (only all-employee 401(k) plan).

Impose caps on our annual incentive and PRSU awards for our named executive officers.XXProvide special executive perquisites or excessive termination payments.

Maintain a recoupment policy that allows clawback of cash and equity compensation earned because of fraudulent or illegal conduct or in the event of an accounting restatement.XXAllow directors, named executive officers and other senior leaders to hedge or pledge Company stock.

Maintain stock ownership requirements for all of our named executive officers.XXPermit tax gross-ups on change in control or other severance payments.

Conduct an annual review of programs to ensure they do not encourage risks that have a material adverse effect on the Company.XXMaintain written employment contracts with our executive officers.

Maintain non-competition and non-solicitation agreements with our named executive officers that prohibit competing against Conduent and soliciting our customers or current employeesassociates after termination.termination, to the extent legally permitted.XXAllow single-trigger vesting change in control arrangements.

Engage an Independent Consultant under the direction of the Compensation Committee.XXProvide guaranteed incentive payouts for named executive officers.

2021

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2023 Total Direct Compensation Targets for Named Executive Officers

The Compensation Committee approved the annual target total direct compensation levels for all active named executive officers for 2021.2023. The table below illustrates annual base salary, target short-term incentive and target long-term equity-based incentive for each named executive officer as of December 31, 2021.

 

Executive

 

 

Title

 

 

Annual Base

Salary

 

 

Target Short-

Term Incentive

(% of Base
Salary)

 

Target Long-
 Term Incentive 

 

Target  Total
Direct
Compensation

      

Clifford Skelton

Chief Executive Officer   

$775,000 135%$4,000,000$5,821,250
      

Stephen Wood

Executive Vice President, Chief Financial Officer (“CFO”)

$450,000 75%$620,000$1,407,500
      

Michael Krawitz

Executive Vice President, General Counsel & Secretary

$450,000 75%$735,000$1,522,500
      

Louis Keyes

Executive Vice President, Chief Revenue Officer

$450,000 75%$500,000$1,287,500
      

Mark Prout

Executive Vice President, Chief Information Officer

$450,000 75%$450,000$1,237,500
      

Brian Webb-Walsh

Former Executive Vice President, Chief Financial Officer

$510,000 75%$975,000$1,867,500

The2023.

ExecutiveTitleAnnual Base
Salary
Target Short-
Term Incentive
(% of Base
Salary)
Target Long-
Term Incentive
Target Total
Direct
Compensation
Clifford SkeltonPresident and Chief Executive Officer$835,000150 %$5,000,000$7,087,500
Stephen WoodExecutive Vice President and Chief Financial Officer$525,00080 %$1,150,000$2,095,000
Michael KrawitzExecutive Vice President, General Counsel & Secretary$500,00075 %$1,000,000$1,875,000
Mark ProutExecutive Vice President, Chief Information Officer$450,00075 %$750,000$1,537,500
Randall KingExecutive Vice President, Commercial Solutions$450,00075 %$600,000$1,387,500
Mark KingExecutive Vice President, Government Solutions (Former)$450,00075 %$800,000$1,587,500

To adjust target compensation levels to be closer to market levels and to our peers, the table above reflects Brian Webb-Walsh’s annualthe following changes made during 2023:
Mr. Clifford Skelton received a long-term incentive increase from $4,250,000 to $5,000,000
Mr. Mark King received a base salary annual short-term incentive targetincrease from $425,000 to $450,000 effective February 2, 2023, and annuala long-term incentive target priorincrease from $500,000 to his departure from Conduent on June 11, 2021. $800,000.
Mr. Webb-Walsh was not eligible to receiveRandall King received an annual short-term incentive award for 2021 due to his departure and he forfeited the entirety of his unvestedincrease in target long-term incentive awards. The table does not reflect a one-time long-term incentive grant awardedfrom $500,000 to Stephen Wood on June 30, 2021$600,000
29

The chart below reflects the 20212023 annual target total direct compensation pay mix for our CEO and other named executive officers who were serving as executives onof December 31, 2021,2023, and the portion of their targeted total direct compensation that is variable pay. Basing this variable compensation upon performance results, including revenue growth and share price,Conduent’s rTSR performance as compared to our proxy peers, directly aligns our executives’ interests with shareholder value creation. To reinforce the Company’s pay for performance philosophy, 87%88% of our CEO’s targeted total direct compensation, and on average 67%70% for our other named executive officers, is variable and “at risk.” Additionally, 52% of targeted total direct compensation

2673
Process for our CEO and, on average, 46% for our other active named executive officers is subject to achievement of performance goals, while 50% of all active named executive officer’s long-term incentives are subject to achievement of performance goals.

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Linking Pay with Performance

Short-Term Incentives

In early 2021, theDetermining Compensation Committee approved an Annual Performance Incentive Program that aligned with the interests of shareholders and the Company. Each of our named executive officers participated in the APIP which focused on our business priorities for 2021. The 2021 performance measures and weightings were: Revenue (adjusted for currency) (25%); Adjusted EBITDA Margin (25%); New Business Signings (15%); and Strategic Goals (improvement in: client retention, employee attrition, system availability and service level agreements (“SLA”) (35%).

Additional information regarding short-term incentives can be found under “2021 Compensation for the Named Executive Officers—Short-Term Incentives.”

Long-Term Incentives

In early 2021, the Compensation Committee approved a Long-Term Incentive Program that aligned with the interests of management and long-term shareholders. The 2021 annual LTIP award for our named executive officers includes a mix of 50% performance-based awards, comprised of one-half, or 25% of the total LTIP, tied to share price hurdles (“Performance Restricted Stock Units—Share Hurdle” or “PRSU—Share Hurdle”), and the second half, or 25% of the total LTIP, tied to annual revenue growth hurdles (“Performance Restricted Stock Units—Revenue Hurdle” or “PRSU—Revenue Hurdle”), with the remaining 50% of the LTIP granted as time-based awards (“Restricted Stock Units” or “RSU”). This approach balances the need to drive healthy revenue growth and shareholder value, while also fostering retention and stock ownership. The Performance Restricted Stock Units – Share Hurdle awards vest based on the achievement of certain share price hurdles on or prior to December 31, 2023. Vesting for each tranche of the Performance Restricted Stock Units – Share Hurdle occurs on the later of the date the applicable share price is achieved or December 31 of each year during the annual performance period. The Performance Restricted Stock Units – Revenue Hurdle

vest based on the achievement of revenue hurdles for the years ending December 31, 2021, December 31, 2022 and December 31, 2023. Restricted Stock Units vest 1/3 on each December 31 of 2021, 2022, and 2023.

Additional information regarding long-term incentives can be found under “2021 Compensation for the Named Executive Officers—Long-Term Incentives.”

PROCESS FOR DETERMINING COMPENSATION

Role of the Compensation Committee

The Compensation Committee administers the executive compensation program for our named executive officers on behalf of our Board and shareholders. All members of the Compensation Committee are independent directors in accordance with applicable SEC and Nasdaq standards, including heightened independence requirements for Compensation Committee members. The Compensation Committee’s responsibilities are discussed beginning on page 1718 of this Proxy Statement.

The Compensation Committee evaluates many factors when designing and establishing the executive compensation program and specific goals and pay levels. In determining the appropriate compensation levels, the Compensation Committee considers the scope and impact of the executive’s role within the organization, experience, sustained performance and future potential. The Compensation Committee also reviews the compensation levels of similarly positioned executives at peer companies, general industry compensation data and internal pay considerations. The Compensation Committee retains an independent consultant for the purpose of providing market data and guidance related to executive compensation programs.

Role of the CEO

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting compensation of our named executive officers, the CEO participates in the process by:

Periodically discussing the performance of the Company and each executive officer with the Compensation Committee; and

Making recommendations on the components of compensation for the other executive officers.

After receiving input from the CEO, the Compensation Committee makes its own assessments and formulates compensation amounts for each of our executive officers, including our named executive officers, ensuring that the total target compensation for each is appropriate and competitive.

30

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(“FW Cook”), to assist with its responsibilities. The ConsultantFW Cook reports only to the Compensation Committee and has not performed any other work for Conduent since being retained as an independent consultant to the Compensation Committee, except in its capacity as an independent advisor to the Corporate Governance Committee on non-employee director compensation matters. As provided in its charter, the Compensation Committee has the authority to determine the scope of the Consultant’sFW Cook’s services and may terminate the Consultant’sFW Cook’s engagement at any time. The Compensation Committee evaluated the independence of the ConsultantFW Cook and concluded that no conflict of interest existed that would prevent the ConsultantFW Cook from independently advising the Compensation Committee.

During 2021, the Consultant2023, FW Cook provided the following services:

regularly updated the Compensation Committee on trends in executive compensation, including providing proactive advice on emerging trends and best practices;

reviewed officer compensation levels and overall performance compared to general industry survey data and a peer group made up of organizations with which Conduent is likely to compete for business, investor capital and/or executive talent;

reviewed incentive compensation designs for short-term and long-term programs;

advised the Compensation Committee on executive compensation peer group companies for pay and performance comparisons;

group;

reviewed the Compensation Discussion and Analysis and related compensation tables for inclusion in this Proxy Statement;

reviewed Compensation Committee meeting materials with management before distribution;

attended Compensation Committee meetings, including meetings in executive session, as requested by the Compensation Committee chair; and

offered independent analysis and input on CEO compensation.

compensation;

assisted with non-employee director compensation; and
reviewed the compensation risk assessment.

31

Peer Group

Conduent’s 2020-2021 peer group2022-2023 Peer Group was used to benchmark 20202022 compensation and assist in setting 20212023 compensation for our named executive officers, as well as to review general pay practices and trends at that time. Additionally, this peer group is used to determine Total Shareholder Return performance for our 2023 PRSU—rTSR awards. The Compensation Committee approved a new 2021-2022reviewed the 2022-2023 peer group on August 23, 2021, which the Compensation Committee2022, and believes enhances theConduent’s peers focus on companies identified askey business competitors, as well as alignscompanies that align with Conduent’s size, scope, and competitors for executive talent and investor capital. Further, Conduent’s revenue at that time, ranked near the median of boththe peer groups, which are depicted below:

group:

20202022 / 20212023 Peer Group

Alliance Data SystemsAlight (ALIT)ICF Intl (ICFI)ExlService
Broadridge Financial1Genpact LTD
CACI International Inc (CACI)Leidos Holdings, Inc (LDOS)ManTech Intl
CGI Group (GIB)ManTech Intl*
Concentrix (CNXC)Maximus, Inc (MMS)
Cognizant Technology1Paychex1
CSG Systems Intl (CSGS)TELUS Intl (TIXT)Perspecta Inc1
Cubic Corp1ExlService (EXLS)TriNet Group (TNET)Roper Technologies1
Genpact LTD (G)Veradigm (MDRX)Sykes Enterprises Inc1

1

Removed

*ManTech Intl was acquired in August 2021

2022 and thus removed from the group for 2023-2024

2021 / 2022 Peer Group

Alight2

DXC Technology2

Alliance Data Systems

ExlService

Allscripts Healthcare2

Genpact LTD

CACI International Inc

ICF Intl2

CGI Group

Leidos Holdings, Inc2

Concentrix2

ManTech Intl

CSG Systems Intl

Maximus, Inc

TELUS Intl2

2

Added in August 2021


The current peer group has remained consistent with the 2022-2023 peer group, with the exception of one company, ManTech Intl. Conduent’s resulting 2023-2024 Peer Group was used to benchmark 2023 compensation and assist in setting 2024 compensation for our named executive officers, as well as to review general pay practices and trends at that time.
Competitive Market Information

At the end of 2020,2022, the Compensation Committee receivedreviewed a report comparing the compensation of its named executive officers with the compensation of executives in comparable positions at our peer group companies based on the most recent proxy filings (primarily used for the CEO, CFO and General Counsel) as well as general industry survey data to supplement the peer group proxy data. This comparison included compensation data for these elements of pay:

base salary;

target short-term incentives;

total target cash compensation (base salary plus target short-term incentives);

target long-term incentives; and

total target direct compensation (total target cash compensation plus target long-term incentives).

The competitive market data was prepared, analyzed, and presented to the Compensation Committee by the Consultant.FW Cook. The market pay range is viewed by the Compensation Committee as a competitive reference point, but that data is not used to match a specific percentile of the market. Emphasis is placed on total target direct compensation. For 2021,2023, the Compensation Committee reviewed total target direct compensation against the market data using the 50th percentile as a reference point. The Compensation Committee exercises judgement in setting individual compensation levels to reflect an assessment of the executive’s experience, responsibilities and expected contributions to Conduent, as well as potential for advancement.

2021 COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS

2021

2023 Compensation for the Named Executive Officers
2023 Total Direct Compensation

Targets

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 20212023 total direct compensation targets of our named executive officers can be found under the heading “Executive Summary—2021“Our Executive Compensation Program—2023 Total Direct
Compensation Targets for Named Executive Officers.”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.”

More complete compensation information appears in the “Summary Compensation Table” on page 45.

43.

Base Salary

Base salary is the fixed pay element of our compensation program that reflects the level and scope of responsibility within the Company. The Compensation Committee reviews each named executive officer’s base salary annually as well as in connection with a promotion or other change in responsibility. The table below reflects base salaries for our active named executive officers as of December 31, 20202022 and December 31, 2021.

   
  Executive  Annual
Base Salary
at 12/31/20
  Annual
Base Salary
at 12/31/21
   

Clifford Skelton

  $750,000  $775,000
   

Stephen Wood

  $345,000  $450,000
   

Michael Krawitz

  $450,000  $450,000
   

Louis Keyes

  $450,000  $450,000
   

Mark Prout

  $425,000  $450,000

These2023.

ExecutiveAnnual Base Salary at 12/31/22Annual Base Salary at 12/31/23
Clifford Skelton$835,000$835,000
Stephen Wood$525,000$525,000
Michael Krawitz$500,000$500,000
Mark Prout$450,000$450,000
Randall King$450,000$450,000
Mark King$425,000$450,000
The base pay changesincrease for Messrs. Skelton and Prout wereMr. Mark King was made to better align base pay with internal and external peers, and in the case of Mr. Wood, to recognize his promotion to Chief Financial Officer. Annual base salary rates for all ourpeers. No other named executive officers are disclosed above under “2021 Total Direct Compensation Targets for Named Executive Officers.”

received a base salary increase from 2022 to 2023.

Short-Term Incentives

The Annual Performance Incentive Plan provides for short-term incentive awards that reward performance against our annual operating plan, paid in the form of cash to our named executive officers and other eligible employees.associates. Each year, the Compensation Committee reviews the target short-term incentive award opportunity, scaled to the executive’s level of responsibility, and stated as a percentage of base salary, and the maximum payout opportunity.

The following chart reflects Conduent’s process for setting short-term incentive awards. This process typically takes place in the first quarter of the year.

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Comp Process.jpg
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 considerstakes many factors into consideration, including scope of responsibility, expected contributions, internal pay equity and competitive executive compensation practices. If an executive’s role or responsibilities change after the terms of the award are approved, the Compensation Committee is permitted tomay adjust the short-term incentive target award opportunity at that time.

The target award opportunities for all our named executive officers for the 2021 APIP are disclosed above under “2021 Total Direct Compensation Targets for Named Executive Officers.”

The table below depicts the APIP targets as of December 31. 2020 and December 31. 2021for 2023 for our active named executive officers.

   
  Executive  

Target Short-
Term Incentive

at 12/31/20

(% of Base
Salary)

  Target Short-
Term Incentive
at 12/31/21
(% of Base
Salary)
   

Clifford Skelton

  125%  135%
   

Stephen Wood

  60%  75%
   

Michael Krawitz

  70%  75%
   

Louis Keyes

  75%  75%
   

Mark Prout

  75%  75%

Increases No increases were made to the APIP targets for Messrs. Skelton and Krawitz to more closely alignshort-term incentive target percentages from 2022 to those of our peers and the market. The increase to Mr. Wood’s APIP target percentage is a result of his promotion to Chief Financial Officer.

2023.

ExecutiveTarget Short-Term Incentive (% of Base Salary)
Clifford Skelton150 %
Stephen Wood80 %
Michael Krawitz75 %
Mark Prout75 %
Randall King75 %
Mark King75 %
Short-Term Incentive Performance Measures

The Compensation Committee established the APIP for 20212023 pursuant to which each named executive officer is eligible to receive an incentive payout, assuming Conduent attains certain pre-established performance

goals. In 2021,2023, the performance goals for the APIP were designed to align with Conduent’s overall strategies, goals and objectives. Our 20212023 performance measures were based on RevenueRevenue (adjusted for currency), Adjusted Earnings Before Interest, Taxes, DepreciationEBITDAMargin and AmortizationMargin, New Business Signings,Net Annual Recurring Revenue (“Net ARR”) Activity. The target for Revenue was lower than our 2022 target and Strategic Goalsactual results, due to business runoff from prior years and the anticipated reduced impact of improvementgovernment stimulus payments in client retention, employee attrition, system availability2023. The defined APIP measures were designed to give a clear line of sight to key business results and SLA.

to encourage growth in revenue without eroding margin.

Our targets were consistent with our overall budget for the year.year, as well as guidance to investors. The Compensation Committee did not amend the goals under the APIP for 20212023 or exercise discretion to increase payoutsor decrease funding under the APIP. The 2023 APIP asplan focuses on Conduent’s growth a result of the continued impact of the COVID-19 pandemic challenges onnd efficiency goals, while additional consideration was given to our business. Thequality goals, and is in alignment of our short-term incentive performance measures in the APIP with our Business strategy and goals is depicted below:

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business strategy. Our defined APIP metrics were measured as follows:

Adjusted Revenue was measured at constant currency which excludes the impact of changes in the translation of foreign currencies into U.S. Dollars.

(40% weight)

Adjusted EBITDA Margin represents income or loss before income taxes, divided by Revenue. Adjusted EBITDA is adjusted (40% weight)
Net ARR Activity (20% weight)
(Please see “Definitions” on page 51 of this Proxy Statement for interest expense, depreciation and amortization, restructuring and related costs, (gain) loss on divestitures and transaction costs related to divestitures and acquisitions, settlements/reserves/insurance recoveries associated with litigation matters (includes internal and external counsel legal costs), net, other (income) expenses, a charge related to the abandonment of a cloud computing project, legacy charges/credits such as New York Medicaid Management Information System, Health Enterprise and goodwill impairment.

New Business Signings/Total Contract Value is measured by estimated future revenues from contracts signed during the year related to new logo, new service line, or expansion with existing customers.

New Business Signings/ACV represents the sum of Annual Recurring Revenue plus Non-Recurring Revenue signing metrics on all new business signed during the year.

Strategic Goals consist of goals relating to improvement in: client retention, employee attrition, system availability and service level agreements.

full definitions.)

In no event may an APIP payout exceed the maximum payout (200% of target). The APIP funding level for achieving threshold performance for each performance goal is 25% of target, thetarget. The APIP funding level for achieving target performance is 100% of target, and the APIP funding level for achieving maximum performance is 200%150% of target.target, while the over-achievement funding for Adjusted Revenue and Adjusted EBITDA Margin is 200%. Performance below threshold results in zero APIP funding. Performance results and APIP funding levels are interpolated between these points. The following table notes the 20212023 Threshold, Target, Maximum and MaximumOver-achievement APIP targets for our Non-StrategicAPIP Goals:

Performance Measure  Threshold
25%
Funding
   Target
100% Funding
   Maximum
200% Funding
 
    

Revenue

  $3,936M   $4,100M   $4,182M 
    

Adjusted EBITDA Margin

   10.78   11.46%    11.69% 
    

New Business—Total Contract Value

  $1,680M   $2,100M   $2,310M 
    

New Business Signing—Annual Contract Value

  $560M   $700M   $770M 

Adjusted EBITDA must also be greater than 85% of planned budget in order for the APIP to be funded.

2021 Revenue and Adjusted EBITDA Margin targets were set below 2020 actual results due to business runoff from prior years, and the anticipated reduced impact of government stimulus payments in 2021.

Performance Measure(1)
Threshold
25% Funding
Target
100% Funding
Maximum
150% Funding
Over-Achievement
200% Funding
Adjusted Revenue(2)
$3,662 M$3,775 M$3,888 M$4,153M
Adjusted EBITDA Margin9.90 %10.40 %10.90 %11.40 %
Net ARR Activity$141 M$166 M$191 MNA
Our overall 20212023 APIP performance was measured as follows:

Performance Measure(1) Weighting
(A)
  Actual
Results
 Performance
Achievement
(B)
  Funding
%
(A) x (B)
 
     

Revenue ($M)(2)

  25%  $4,132M  139  35
     

Adjusted EBITDA Margin

  25%  11.76%  200  50
     

New Business Total Contract Value

  10%  $1,785M  44  4
     

New Business Signing Annual Contract Value

  5 $817M  200  10
     

Strategic Goals:

              
     

Improvement in Client Retention
(Reduction in % losses)

  10%  Above
Maximum
  200  20
     

Reduction in Employee Attrition
(% improvement)

  15%  Below
Threshold
  0  0
     

Improvement in Technology
(% improvement)

  5%  Above
Maximum
  200  10
     

Improvement in SLA
(% improvement)

  5%  Below

Threshold

  0  0
  

Total

            129
  

Actual Funding

            125
  

Adjusted EBITDA: > 85% of Budget

              

Performance Measure(1)
Weighting
(A)
Actual
Results
Performance
Achievement
(B)
Funding
%
(A) x (B)
Adjusted Revenue(2)
40%$3,722 M65 %26 %
Adjusted EBITDA Margin40%10.20 %63 %25 %
Net ARR Activity ($M)20%$62 MBelow Threshold%
Total51 %
Actual Funding51 %
____________________
(1)The performance goals were aligned with Conduent’s 2023 operating plan at the time they were established and designed to be challenging yet achievable.
(2)Revenue was adjusted for the impact of divestitures and currency movements from the point at which the targets were set.
Total performance achievement was measured at 129%, while total APIP funding was recommended51% of target, and approved at 125%. The Compensation Committee approved a slight downward adjustment to support management recommended budget discipline. The 125%this 51% funding level determined the size of the overall pool of funds available for bonuses, while actual bonus payouts were determined on an individual-by-individual basis, based on performance and the overall funding level.

(1)

The performance measures were aligned with Conduent’s 2021 operating plan at the time they were established and designed to be challenging yet achievable.

funding.

(2)

Revenue was adjusted for the impact of currency movements from the point at which the targets were set.

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

Results for each performance measure isare assessed and calculated independently. The weighted results of each measure are added together to determine overall performance results. Funding levels are made proportionately for achievement at levels between the goals. Even if If threshold pre-established performance measures are achieved, the Compensation Committee retains discretion to determine a lesseran APIP funding level thanthat differs
from the calculated incentive funding level, or no APIP funding at all, as it deems appropriate. The Compensation Committee also retains its discretion to increase or decrease an individual APIP award based on individual performance, provided that the named executive officer’s award may never exceed their maximum payout of 200% of target.

2021

2023 Performance for Short-Term Incentive Award Payouts

Following the certification of the financial results for 2021,2023, the Compensation Committee reviewed the achievement of the performance measures under the 20212023 APIP. Mr. Skelton received a short-term incentive equal to the corporate funding level, based on the results stated above. The Compensation Committee granted short-term incentive awards differing from the approved funding level for Messrs. Wood, Krawitz, Prout and Prout above the corporate funding level. These awardsRandall King to reflect individual contributions and performance results for the executive’s function or business unit. Mr. Mark King was not employed with Conduent at the date of payout and thus did not receive an APIP payout. Details of the 20212023 Target bonus and actual payouts are below:

    
Executive2021 Bonus Target
Amount
2021 Actual Bonus
Amount
2021 Actual Bonus
as a % of Target
    

Clifford Skelton

$1,046,250$1,307,813 125%
    

Stephen Wood

$278,864$450,000 161%
    

Michael Krawitz

$335,342$450,000 134%
    

Mark Prout

$335,702$450,000 134%
    

Louis Keyes

$337,500$365,000 108%

Executive202320232023
Bonus Target
Amount
Actual Bonus
Amount
Actual Bonus
as a % of Target
Clifford Skelton$1,252,500 $638,775 51 %
Stephen Wood$420,000 $224,910 54 %
Michael Krawitz$375,000 $200,813 54 %
Mark Prout$337,500 $180,731 54 %
Randall King$337,500 $137,700 41 %
Mark King$335,856 $— — %
The bonus target amount for Mr. Brian Webb-Walsh did not receive a 2021Mark King was prorated for the increase in base salary from $425,000 to $450,000, effective February 2, 2023. All other APIP payout duetarget bonus levels for our named executive officers remained consistent from 2022 to his departure during 2021.2023. Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards in 2021”2023” table.

Long-Term Incentives

We provide long-term incentives to reward our named executive officers for sustained performance, as a retention incentive and to align the executive’s interests with shareholders to drive long-term value creation. Awards are intended to encourage a strong ownership stake in the Company to drive superior performance on long-term Company objectives. When determining long-term incentive awards, the Compensation Committee considers peermarket data, relative impact of the executive’s position, responsibilities and role at Conduent and each named executive officer’s performance.

During the first fiscal quarter of 2021,2023, the Compensation Committee approved LTIP grants for our named executive officers. As part of this approval, the Compensation Committee established performance goals and award values and an April 1, 20212023 grant date. Additional information regarding the 20212023 LTIP awards can be found in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2021”2023” table.

Long-Term Incentive Program and Performance Measures

Long-term incentive awards granted on April 1, 20212023 were made pursuant to the Conduent Incorporated 2021 Performance Incentive Plan. Half50% of the value of each award was granted in the form of Restricted Stock Units, 25%Units; 35% of the value in the form of Performance Restricted Stock Units—Share Hurdle,Units with Revenue Growth Targets, 2023 PRSU—Revenue Growth; and 25%15% in the form of Performance Restricted Stock Units—Units with a relative TSR measure compared with our 2022-2023 Peer group, 2023 PRSU—rTSR. Revenue Hurdle. By adding the PRSU—Revenue Hurdle award, an even greater

emphasis is placedGrowth and rTSR were selected as our long-term metrics to emphasize our continued focus on the strong correlation between revenue growthgrowing revenues and increases inincreasing shareholder value.

Restricted Stock Units vest 1/3 each December 31 of 2021, 20222023, 2024 and 2023,2025, and the number of RSU shares are calculated for each named executive officer by dividing 50% of the approved target long-term incentive award value by the closing price of Conduent Common Stock on the grant effective date. The RSU shares are then rounded down to the nearest whole share.
Our 2023 PRSUs have service condition that require executives to remain with the Company through December 31, 2025. The target number of 2023 PRSU—Revenue Growth shares for our named executive officers was determined by dividing 35% of the approved target long-term incentive award value by the closing
price of Conduent Common Stock on the grant effective date, and then rounding down to the nearest whole share. The target number of 2023 PRSU—rTSR shares granted to each named executive officer was determined by dividing 15% of the named executive officer’s approved long-term incentive award value by the grant date fair value per share, determined using the Monte Carlo simulation. The calculated 2023 PRSU—rTSR shares are then rounded down to the nearest whole share. Both types of 2023 PRSU awards cliff vest on December 31, 2025, and have performance measures tied to three years.
The 2023 PRSU—Revenue Growth targets were established for each calendar year of 2023, 2024 and 2025. The three annual results will be averaged to determine a final payout. The Revenue Growth targets and payout percentages are as follows:

Revenue Growth from Previous Year202320242025Payout %
Maximum0.0%5.7%6.2%200%
Target(2.0)%3.2%3.2%100%
Threshold(4.0)%0.7%0.2%50%

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

Conduent rTSRPayout %
>=75th Percentile150%
Median100%
25th Percentile50%

Linear interpolation will be used for results between points. Final payout is subject to a cap of 100% if Conduent absolute TSR is negative and there is a total value cap of six times the target value at vest.
Although equity awards generally are granted on a regular annual cycle, the Compensation Committee may grant off-cycle equity awards for special purposes, such as new hires, promotions, retention and recognition. No off-cycle equity awards were granted to our named executive officers in 2023.
Once vested, all our long-term incentive awards, including RSUs and both types of PRSUs, are paid out in the form of shares of Conduent Common Stock. Any dividends paid during the vesting period would be accrued and settlesettled at the same time the underlying award vests.

Although equity awards generally are granted on a regular annual cycle, the Compensation Committee may grant off-cycle equity awards for special purposes, such as new hire, promotion, retention and recognition. An off-cycle equity award was granted to Mr. Wood to recognize his promotion to CFO in June 2021. No additional off-cycle equity awards were granted to our named executive officers in 2021.

The PRSU—Share Hurdle awards vest based on the achievement of share price hurdles and continued service, over the performance period ending December 31, 2023. The Compensation Committee continued to award PRSU—Share Hurdle awards because they are transparently measured, are readily understood by participants,2023 Long-Term Incentives provide direct alignment between shareholder value creation and earned compensation, and serve to help the Company attract and retain the talent needed to deliver our business strategies.

Looking forward to 2024, our PRSUs will be based 70% on revenue growth and 30% on Conduent’s stock price performance relative to peers with both metrics measured over a 3-year performance period.
Performance Results and Payouts Under Prior Equity Awards
2022 Performance — Restricted Stock Units
The 2022 PRSU—Share Hurdle awards were granted with three share price hurdles that require the average closing price of Conduent Common Stock to have increased by 20%15%, 40%30% or 60%50% during a consecutive 20-day trading period from the price of Conduent Common Stock on April 1, 2021,2022, the long-term incentive grant date, a date consistent with Conduent’s previous granting practices. Price Hurdlehurdle appreciation levels were set at two timesconsidering the five-year average annual returns of the S&P Small Cap 600 and Russell 2000 company indexes.

Additionally,indexes

32

as references, given their average market capitalization and the forecasted growth rates as compared with Conduent.
Grant Date Common Stock Price: $5.19
TrancheShare Hurdle DescriptionShare
Hurdles
Share Hurdle Achieved as of 12/31/2023Service Condition
1+15% stock price appreciation$5.968NoDecember 31, 2022
2+30% stock price appreciation$6.747NoDecember 31, 2023
3+50% stock price appreciation$7.785NoDecember 31, 2024
The rTSR modifiers for each tranche are based upon Conduent’s percentile rank against the 2021-2022 proxy peer group, as follows:
rTSR PercentileModifier
75th percentile or above105%
Median100%
25th Percentile95%
Results in between modifier categories are interpolated. All shares remain eligible for vesting for active associates, if share price hurdles are met by December 31, 2024. The individual performance periods and the results for the first tranche rTSR modifier at the completion of the first performance period are as follows:
TranchePerformance PeriodPercentile AchievementrTSR Modifier Results
1April 1, 2022 - December 31, 202228.57 percentile95.71 %
2January 1, 2023 - December 31, 2023 21.43 percentile95.00 %
3January 1, 2024 - December 31, 2024To be determinedTo be determined
2021 Performance — Restricted Stock Units
2021 PRSU—Share Hurdle awards have a service condition that requires executives to remain with the Company through December 31 of each ofAwards
The 2021 2022 and 2023. PRSU—Share Hurdle awards do not vest until the date that both the share price hurdle and the service condition have been satisfied. If any tranche of PRSU—Share Hurdle awards has not met the share price hurdle asAward parameters are documented below:
Grant Date Common Stock Price: $6.92
TrancheShare Hurdle DescriptionShare
Hurdles
Share Hurdle Achieved as of 12/31/2023Service ConditionVesting
1 +20% stock price appreciation$8.304 NoDecember 31, 2021Service condition met; Unvested
2 +40% stock price appreciation$9.688 NoDecember 31, 2022Service condition met; Unvested
3 +60% stock price appreciation$11.072 NoDecember 31, 2023Service condition met; Unvested
As of December 31, 2023, it will be forfeited. The target number of PRSU—Share Hurdle shares granted to each named executive officer was determined by dividing 25%none of the named executive officer’s approved long-term incentive award value by the grant date fair value per share determined using the Monte Carlo simulation. The calculated PRSU—Share Hurdle shares are then rounded down to the nearest whole share.

Detailshurdles for the April 1, 2021 PRSU—Share Hurdle grant are as follows:

 
Grant Date Common Stock Price: $6.92
     
Tranche  Share Hurdle Description 

Price        

Hurdles        

 

  Price Hurdle Achieved  

as of 12/31/21

 Service Condition    
     
1 +20% stock price appreciation   $8.304 No December 31, 2021
     
2 +40% stock price appreciation   $9.688 No December 31, 2022
     
3 +60% stock price appreciation   $11.072 No December 31, 2023
Awards were achieved and thus the corresponding shares were forfeited.

The PRSU – Revenue Hurdle was added to further emphasize revenue growth without eroding margin. The

33

2021 PRSU—Revenue Hurdle awards vest based upon achievement of annual revenue growth targetsAwards
The Threshold, Target, Maximum and an Adjusted EBITDA margin thresholdActual PRSU—Revenue Hurdle results for the fiscal years ending December 31,third tranche of our 2021 December 31, 2022, and December 31,PRSU—Revenue Hurdle Awards are noted as follows:
($ in millions)2021 LTIP Revenue Targets for year ending 12/31/20232023
ThresholdTargetMaximumActual
Revenue3,870 3,928 3,986 3,722 
Revenue Growth/(Decrease)0.5 %2.0 %3.5 %(3.4 %)
Minimum Adjusted EBITDA Qualifier: 11.00%10.15 %
Revenue Hurdle Achievement0 %
The results of our 2023 as follows:

Change in Revenue Targets:

     2020 Actual          2021              2022          2023   

Threshold

    (3.0%)   (1.0%)   0.5

Target

  (6.1%)   (1.5%)   0.5  2.0

Max

      0.0  2.0  3.5

The 2021 target Revenue was setrevenue achievement were below 2020 actual results due to business runoff from prior years,threshold level and the anticipated reduced impact of government stimulus payments in 2021, but a significantly improved trend compared with the (6.0%) decline from 2019.

The 2022 revenue target is set at 0.5% growth over 2021 actual revenue, and the 2023 target will be set at 2.0% growth over 2021 revenue. The threshold for payout is 1.5% points from the target and the maximum payout is 1.5% points above the target. A qualifier ofminimum required Adjusted EBITDA Margin at or aboveof 11% is necessary for any payout to be achieved. Each year, 1/3 of the award is eligible to vest. The design of these PRSU—Revenue Hurdle awards aligns with our improvement journey and will reward growth in revenue over the measurement periods.

Conduent surpassed the target levels for 2021 revenue growth, and achieved the minimum Adjusted EBITDA Margin requirement. As a result, on February 4, 2021,. Thus, the Compensation Committee ofcertified 0% payout for the Board of Directors approved the 20212023 tranche of the 2021 PRSU—Revenue Hurdle grant settlement at 126% of targeted shares. The details ofAwards, and the results are as follows:

($ in millions)    

    2021 LTIP Revenue Targets    

            2021     
     Threshold   Target   Maximum     Actual 

 

   

 

 

 

Revenue

    4,038    4,100    4,163     4,140 

FX (Benefit) / Drag

 

    

          (8) 

 

   

 

 

 

Adjusted Revenue - Constant Currency

    4,038    4,100    4,163     4,132 

 

   

 

 

 

Revenue Growth

    (3.0%)    (1.5%)    0.0%     (0.7%) 

 

   

 

 

 

Revenue Hurdle Achievement

           126% 

PERFORMANCE RESULTS AND PAYOUTS UNDER PRIOR EQUITY AWARDS

2019 – 2021 Performance Share Grant

The three-year measurement period for the 2019 Conduent Long-Term Incentive Plan Performance Shares (“PSU”) ended on December 31, 2021. Conduent did not meet threshold achievement levels for Free Cash Flow (50% weighting) or Adjusted Profit Before Tax (50% weighting). As a result, there was no payout for these 2019 PSU awards.

2020 Performance — Restricted Stock Units

All stock price hurdles related to the April 1, 2020 annual PRSU grantcorresponding shares were achieved prior to December 31, 2021. As a result, the second tranche vested on December 31, 2021. The vesting of the third and final tranche is now solely dependent upon the completion of the final service requirement.

 
Grant Date Common Stock Price: $2.06
    
Tranche   Share Hurdle
Description
 Price
Hurdles
 

Price Hurdle

Achieved
as of 12/31/21

 Service Condition Vesting
      
1 +50% stock price appreciation $3.09 Yes December 31, 2020 Vested and settled
      
2 +100% stock price appreciation $4.12 Yes December 31, 2021 Vested and settled
      
3 +150% stock price appreciation $5.15 Yes December 31, 2022 Performance condition met. Final vesting upon completion of service condition.

SAVINGS PLANS

forfeited.

Savings Plans
Conduent Savings Plan (“401(k)”)

All our named executive officers are eligible to participate in the Conduent Savings Plan in the same manner as all U.S. employees. In 2021, afterassociates. After one year of service, participants are eligible for employer matches which are discretionary. The maximum match permitted under the terms of the savings plan is 4% of eligible pay saved, subject to IRS-qualified plan compensation limits and highly compensated threshold limits.

The Company does not maintain any non-qualified deferred compensation plans or other retirement plans.

BENEFITS AND PERQUISITES

Benefits and Perquisites
We generally offer medical and dental coverage, life insurance, accidental death insurance and disability benefits programs or plans for all our full-time employees,associates, as well as customary vacation, leave of absence and other similar policies. Our named executive officers are eligible to participate in these programs and plans on the same basis as all other salaried employees, except as otherwise disclosed.associates. We do not provide any perquisites to our named executive officers.

EMPLOYMENT AND SEPARATION

Employment and Separation
Named executive officers serve at the will of the Board. This enables the Board to remove a named executive officer whenever it is in the best interests of Conduent, with full discretion of the Compensation Committee to decide on an appropriate severance package. When a named executive officer is removed from his or her position, the Compensation Committee exercises its business judgment in considering whether to approve a severance arrangement in light of all relevant circumstances, including how long the officer was with the Company, past accomplishments and the reasons for separation. If the Compensation Committee does not approve a special severance arrangement for a named executive officer whose position has been eliminated, that officer will be covered under the Company’s U.S. Executive Severance Policy, as applicable.

For separations

Our U.S. Executive Severance Policy, which became effective on May 24, 2022, applies to our most senior executives, including our named executive officers, in the case of a separation due to the elimination of the executive’s position, the U.S. Executive Severance Policy entitles executives, including ourposition. Our named executive officers are entitled to 2652 weeks of base pay,salary paid out over the severance period, with continued health benefits (excluding disability and 401(k) participation). This payment is and continued vesting of our long-term incentives during the severance period. These severance benefits are contingent upon signing a release of claims against Conduent, as may be required.

Severance Protection and Change-in-Control Benefits

The Company also provides certain Change In Control Severance benefits, which are enhanced benefits provided to key management employeesassociates who the Company determines are most likely to be impacted by a

change in control (primarily the Company’s executive officers), as per the Executive Change in Control Severance Plan (“CIC Plan”), which became effective October 1, 2017. In 2021, the Committee updated the levelevent of CIC benefits for executive officers to better reflect market practice, including changing the benefits ofa qualifying termination in connection with a change in control, the CEO fromwould be eligible to receive two and a half times his base salary and target annual incentive, to two and a half times base salary and target annual incentive, as well as making all named executive officers that report directly to the CEO would be eligible forto

34

receive two times base salary and target annual incentives. The CIC Plan payments and benefits become payable only when both a change-in-control and a qualifying termination taketake place.

Conduent does not provide excise tax reimbursement on severancechange in control payments. Additional information and the amount of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

GOVERNANCE OF THE EXECUTIVE COMPENSATION PROGRAMS

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

The Compensation Committee believes that its programs encourage positive behavior while balancing risk and reward, consistent with the interests of its shareholders. Conduent management conducts risk assessments each year and presents the findings to the Compensation Committee. Based on the assessment of programs covering its employees and executives for 2021,2023, the Compensation Committee determined that its compensation plans, programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on Conduent, based on the following factors:

Key Program Features:

Balanced mix of cash and equity, with incentives tied to both short- and long-term performance

performance;

Balanced mix of performance measures (financial, operational and stock price) approved by the Compensation Committee in advance

advance;

Executive incentive plan payouts are capped

capped; and

Overlapping performance periods for long-term incentives

incentives.

35

Risk Mitigators:

Independent Compensation Committee oversight

oversight;

Officer stock ownership guidelines

guidelines;

Compensation recoupment policy

policy; and

Anti-hedging and anti-pledging policies

policies.

Ownership Requirements

The Company maintains a stock ownership policy for the executive officers in order to ensure they build and maintain a meaningful level of stock ownership. The stock ownership guidelines reflect market practice and are as follows:

Ownership requirements of 6x, 3x and 1x base salary, for the CEO, CEO’s officer direct reports and all other officers, respectively.

respectively;

Officers are required to retain 50 percent of all shares received upon the vesting of equity awards (net of taxes) until the requirement is achieved.

achieved; and

CEO (or, with respect to the CEO, the Board) has the authority to permit discretionary hardship exceptions from the ownership and holding requirements.

The following types of awards count toward the guidelines described above: Common Stock held outright; unvested Restricted Stock Units net of expected taxes; and PRSUs to the extent the performance hurdle has been achieved but the service condition has not been met, net of expected taxes. The following types of equity awards do not count toward the stock ownership guidelines: unexercised stock options, unearned Performance Stock Units, unearned PRSUs and any cash-settled units. Once stock ownership levels are achieved, named executive officers are required to continue to hold that amount of stock as long as they remain with Conduent.

Trading, Hedging and Pledging

All directors and officers are prohibited from engaging in short-swing trading and trading in puts and calls with respect to our Common Stock and from using any strategies or products to hedge against potential changes in the value of our Common Stock.

Under our insider trading policy, our executive officers may purchase or sell Conduent securities only during “window” periods, which are generally the periods commencing on the second business day following the date of each quarterly earnings announcement and ending on the penultimate trading day of each fiscal quarter. The only exception to this restriction is for our named executive officers who have entered into trading plans pursuant to SEC Rule 10b5-1.

As of December 31, 2023, none of our named executive officers have entered into a 10b5-1 trading plan.

In addition, our executive officers are prohibited from pledging our Common Stock as collateral, including holding our Common Stock in a margin account.

Compensation Recoupment Policy (Clawbacks)

Under


In October 2023, our Board adopted an amended and restated Compensation Recoupment Policy that complies with recently enacted SEC rules and Nasdaq listing standards. Conduent’s Compensation Recoupment Policy includes a clawback provision that applies in the event that the Company is required to prepare an accounting restatement. In such event, the Company shall recover any awarded incentive compensation received by an executive officer during the three completed fiscal years immediately preceding the date of such restatement that exceeds the amount that would have been received if based on the restated amounts. The obligation to recover such erroneously awarded compensation is not dependent on if or when the Company files restated financial statements with the SEC and does not require any finding of misconduct by an executive officer or such officer being found responsible for the accounting error leading to the accounting restatement.

Additionally, under the Conduent Performance Incentive Plan and Conduent’sthe Conduent Incorporated Compensation Recoupment Policy, if the Compensation Committee deems a named executive officer to have engaged in an activity that is detrimental to Conduent, it may cancel any awards granted to that individual. In addition, ifIf such a determination is made before any change in control of Conduent, the Compensation Committee may rescind any payment or delivery of any equity and annual cash incentive award that occurred within the six months preceding the detrimental activity. For this purpose, detrimental activity may include a violation of a non-competenon-
36

compete agreement with Conduent (to the extent permitted by applicable law), disclosing confidential information (except for reporting and other communications protected by “whistleblower” provisions of the Dodd-Frank Act)Wall Street Reform and Consumer Protection Act and rules and regulations thereunder (the “Dodd-Frank Act”)), soliciting an employee to terminate employment with Conduent or soliciting a customer to reduce its level of business with Conduent. If a payment or award is rescinded, the named executive officer will be expected to pay Conduent the amount of any gain realized or payment received in a manner the Compensation Committee or its delegate requires.

Conduent’s Compensation Recoupment Policy includes a claw back provision that applies if an accounting restatement is required to correct any material non-compliance with financial reporting requirements. Under this provision, Conduent can recover, for the three prior years, any excess incentive-based compensation (the excess over what would have been paid under the accounting restatement) from executive officers or former executive officers.

Conduent may implement any policy or take any action with respect to the recovery of excess incentive-based compensation that Conduent determines to be necessary or advisable in order to comply with the requirements of the Dodd-Frank Act, including the recoupment of shares of Common Stock issued upon the vesting of a long-term incentive award.

CERTAIN TAX IMPLICATIONS OF EXECUTIVE COMPENSATION

Certain Tax Implications of Executive Compensation
Section 162(m) of the Internal Revenue Code limits to $1 million per year the federal income tax deduction available to corporations for compensation paid in any fiscal year to the corporation’s named executive officers and certain former named executive officers included in the Summary Compensation Table in the corporation’s proxy statement.officers. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by the Company for tax purposes.

COMPENSATION COMMITTEE REPORT

Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Conduent management. Based upon its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 and be included in the Proxy Statement for the 20222024 Annual Meeting of Shareholders.

Hunter Gary, Chair

Scott Letier

Margarita Paláu-Hernández

37

Table of ContentsSUMMARY COMPENSATION TABLE

Summary Compensation Table
The Summary Compensation Table below provides compensation information for the Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers, as well as our former Chief Financial Officer, as of December 31, 2021.

        
Name  &
Principal
Position
     Year      

    Salary    

($) (A)

      Bonus    
($) (B)
 

Stock
Awards

($) (C)

  Non-Equity
Incentive Plan
Compensation
($) (D)
  All Other
Compensation
($) (E)
  

Total

($)

 

Clifford Skelton

  2021   770,255  -  3,999,993   1,307,813   -   6,078,061 

Chief Executive Officer

  2020   697,693  -  2,999,999   1,260,957   15,000   4,973,649 
   2019   325,000  -  3,999,990   -   16,929   4,341,919 

Stephen Wood

  2021   398,241  -  499,977   450,000   -   1,348,218 

Executive Vice President and

              

Chief Financial Officer

                          

Michael Krawitz

  2021   450,000  -  734,987   450,000   8,700   1,643,687 

Executive Vice President,

  2020   430,385  -  734,999   465,000   18,466   1,648,850 

General Counsel & Secretary

  2019   34,615  -  199,994   -   130   234,739 

Mark Prout

  2021   446,506  -  449,993   450,000   8,700   1,355,199 

Executive Vice President,

              

Chief Information Officer

  2020   406,475  -  499,996   500,000   1,312   1,407,783 

Louis Keyes

  2021   450,000  -  499,993   365,000   8,025   1,323,018 

Executive Vice President,

              

Chief Revenue Officer

  2020   430,385  -  499,998   525,000   -   1,455,383 

Brian Webb-Walsh,

  2021   251,403  -  974,986   -   -   1,226,389 

Former, Executive Vice President &

  2020   487,770  -  974,998   540,000   13,317   2,016,085 

Chief Financial Officer

  2019   492,692  -  974,994   -   18,466   1,486,152 

2023, as well as an additional former associate (Mark King) not serving as an executive officer on December 31, 2023 and who resigned on January 2, 2024.

Name  &
Principal
Position
YearSalary
($)
Stock
Awards
($) (A)
Non-Equity
Incentive Plan
Compensation
($) (B)
All Other
Compensation
($) (C)
Total
($)
Clifford Skelton2023835,000 4,999,996 638,775 — 6,473,771 
President and2022826,808 4,249,995 789,075 — 5,865,878 
Chief Executive Officer2021770,255 3,999,993 1,307,813 — 6,078,061 
Stephen Wood2023525,000 1,149,992 224,910 — 1,899,902 
Executive Vice President &2022514,760 1,149,992 260,000 — 1,924,752 
Chief Financial Officer2021398,241 499,977 450,000 — 1,348,218 
Michael Krawitz2023500,000 999,993 200,813 3,630 1,704,436 
Executive Vice President,2022493,173 999,998 242,000 3,050 1,738,221 
General Counsel & Secretary2021450,000 734,987 450,000 8,700 1,643,687 
Mark Prout2023450,000 749,995 180,731 3,630 1,384,356 
Executive Vice President,2022450,000 749,995 236,000 3,050 1,439,045 
Chief Information Officer2021446,506 449,993 450,000 8,700 1,355,199 
Randall King2023450,000 599,996 137,700 3,630 1,191,326 
Executive Vice President
Commercial Solutions
Mark King2023446,779 799,998 — 3,630 1,250,407 
Executive Vice President,
Government Solutions (Former)
____________________
Compensation reported in this table is in U.S. dollars and rounded to the nearest dollar.

(A)

Amounts represent base salary earned in fiscal year 2021.

(B)

No compensation items are included in this column

(C)

Included in this column are the aggregate grant date fair values of equity awards made to our named executive officers in fiscal year 2021 as computed in accordance with FASB ASC Topic 718. For additional information, refer to Note 18 in the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the 2021 Annual Report on Form 10-K filed with the SEC on February 23, 2022. These amounts reflect an estimate of the grant date fair value and may not be equivalent to the actual value recognized by the named executive officer.

As part of the annual 2021 LTIP award process, PRSU—Revenue Hurdle and PRSU—Share Hurdle awards, as well as, Restricted Stock Unit awards were granted on April 1, 2021. The grant date fair market values and the fair value of the PRSU—Share Hurdle awards is based upon the Monte Carlo method, and both values are shown below. The grant date fair value of the PRSU—Share Hurdle awards is based on the probable outcome of the performance conditions as of the grant date, or target, and the grant date maximum value of these awards shown in the table assumes the PRSU—Share Hurdle awards achieve the fair market value on the grant date.

    
Name 

Grant Date 

  Performance Restricted Stock Units (PRSU)  Restricted Stock Units (RSU) 
 PRSU—Revenue Hurdle  PRSU—Share Hurdle 
 Fair Market Value on 
Grant Date
  Fair Value Based on 
Monte Carlo  Method
  Fair Market Value 
on Grant Date
  Fair Market Value on
Grant Date
 
      

Clifford Skelton

  4/1/2021   999,995   1,000,000   1,114,300   1,999,998 
      

Stephen Wood

  4/1/2021   56,246   56,246   62,674   112,498 
      
   6/30/2021   68,745   68,745   77,070   137,498 
      

Michael Krawitz

  4/1/2021   183,747   183,747   204,749   367,494 
      

Mark Prout

  4/1/2021   112,498   112,497   125,356   224,997 
      

Louis Keyes

  4/1/2021   124,996   124,998   139,286   249,999 
      

Brian Webb-Walsh

  4/1/2021   243,743   243,749   271,610   487,493 

(D)

Included in this column are payments to our named executive officers under the 2021 APIP based on performance.

(E)

“All Other Compensation” noted in this column, is comprised of Conduent’s 401(k) match for 2021 for those named executive officers who elected to participate in Conduent’s 401(k) program. Conduent associates, including our named executive officers, are not eligible for the 401(k) Company match until one full year of service is completed. These 401(k) benefits are equal to the benefits afforded to all Conduent associates. There are no perquisites exclusive to our named executive officers.

(A)Included in this column are the aggregate grant date fair values of equity awards made to our named executive officers in fiscal year 2023 as computed in accordance with FASB ASC Topic 718. For additional information, refer to Note 18 in the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the 2023 Annual Report on Form 10-K filed with the SEC on February 21, 2024. These amounts reflect an estimate of the grant date fair value and may not be equivalent to the actual value recognized by the named executive officer.

The grant date fair value of the 2023 PRSU—rTSR awards is based upon the Monte Carlo method, and both the target fair market value and the maximum fair market value at 150% of target, on the date of grant are shown below. The grant date fair value of the 2023 PRSU—Revenue Growth awards is based on the probable outcome of the performance conditions as of the grant date, or target, and the maximum value of these awards are shown below in the table.

NameGrant
 Date
2023 PRSU—rTSR2023 PRSU—Revenue GrowthRSU
Fair Value
 Based on
Monte Carlo
 Valuation
Method ($)
Value 
on Grant Date ($) Based on Stock Price
Maximum Market Value on Grant Date ($)Fair Value 
on Grant Date ($) Based on Stock Price
Maximum Fair Market Value on Grant Date ($)Fair Market Value on
Grant Date ($)
Clifford Skelton4/1/2023750,000 871,800 915,390 1,750,000 3,500,000 2,499,996 
Stephen Wood4/1/2023172,497 200,511 210,537 402,497 804,994 574,998 
Michael Krawitz4/1/2023149,998 174,357 183,075 349,997 699,994 499,998 
Mark Prout4/1/2023112,499 130,769 137,307 262,498 524,996 374,998 
Randall King4/1/202389,999 104,615 156,923 209,999 419,998 299,998 
Mark King4/1/2023120,000 139,488 261,536 279,998 699,994 400,000 
____________________
38

Table of ContentsGRANTS OF PLAN-BASED AWARDS IN 2021

(B)Included in this column are the payments made to our named executive officers under the 2023 APIP based on performance.
(C)“All Other Compensation” noted in this column is comprised of Conduent’s 401(k) match for 2023 for those named executive officers who elected to participate in Conduent’s 401(k) program. Conduent associates, including our named executive officers, are not eligible for the 401(k) Company match until one full year of service is completed. These 401(k) benefits are equal to the benefits afforded to all Conduent associates. There are no perquisites exclusive to our named executive officers.
Grants of Plan-Based Awards in 2023
The following table provides information regarding our named executive officers’ equity grants and annual cash incentive awards in 2021,2023, including additional detail regarding the potential threshold, target and maximum award opportunities payable under the 20212023 APIP and 2023 PRSU—Share hurdlerTSR and 2023 PRSU—Revenue HurdleGrowth awards granted under the 20212023 LTIP. No stock options were awarded in fiscal year 2021.

        
Name 

Award

(A)

 

   Grant   
   Date   

   (A)   

  

   Approval   
   Date   

   (A)   

  

Estimated Future Payout Under

Non-Equity Incentive Awards

(B)

    

 Estimated Future Payout Under 

Equity Incentive Awards

(C)

  

 

   All Other   
Stock
Awards:

Number
of Shares
or Units
(#)(D)

  Grant
Date Fair
Value of
Stock
Awards
($)(E)
 
 

   Threshold   

   ($)   

  

   Target   

($)

  

   Maximum   

($)

    

   Threshold   

(#)

  

   Target   

(#)

  

   Maximum   

(#)

 

 

Clifford Skelton

       

 

 

 

261,563

 

 

 

 

 

 

1,046,250

 

 

 

 

 

 

2,092,500

 

 

            
  LTIP RSU  4/1/2021   2/5/2021                 289,017   1,999,998 
  LTIP PRSU —Revenue Hurdle  4/1/2021   2/5/2021           72,254   144,508   216,762     999,995 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 53,675   161,026   161,026       1,000,000 

 

Stephen Wood

       

 

 

 

69,716

 

 

 

 

 

 

278,864

 

 

 

 

 

 

557,728

 

 

            
  LTIP RSU  6/30/2021   5/5/2021                 18,333   137,498 
  LTIP PRSU —Revenue Hurdle  6/30/2021   5/5/2021           4,583   9,166   13,749     68,745 
  LTIP PRSU—Share Hurdle  6/30/2021   5/5/2021           3,425   10,276   10,276     68,745 
  LTIP RSU  4/1/2021   2/5/2021                 16,257   112,498 
  LTIP PRSU —Revenue Hurdle  4/1/2021   2/5/2021           4,064   8,128   12,192     56,246 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 3,019   9,057   9,057       56,246 

 

Michael Krawitz

       

 

 

 

83,836

 

 

 

 

 

 

335,342

 

 

 

 

 

 

670,684

 

 

            
  LTIP RSU  4/1/2021   2/5/2021                 53,106   367,494 
  LTIP PRSU —Revenue Metric  4/1/2021   2/5/2021           13,277   26,553   39,830     183,747 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 9,862   29,588   29,588       183,747 

 

Mark Prout

       

 

 

 

83,926

 

 

 

 

 

 

335,702

 

 

 

 

 

 

671,404

 

 

            
  LTIP RSU  4/1/2021   2/5/2021                 32,514   224,997 
  LTIP PRSU —Revenue Hurdle  4/1/2021   2/5/2021           8,129   16,257   24,386     112,498 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 6,038   18,115   18,115       112,497 

 

Louis Keyes

       

 

 

 

84,375

 

 

 

 

 

 

337,500

 

 

 

 

 

 

675,000

 

 

            
  LTIP RSU  4/1/2021   2/5/2021                 36,127   249,999 
  LTIP PRSU —Revenue Hurdle  4/1/2021   2/5/2021           9,032   18,063   27,095     124,996 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 6,709   20,128   20,128       124,998 

 

Brian Webb-Walsh

       

 

 

 

95,625

 

 

 

 

 

 

382,500

 

 

 

 

 

 

765,000

 

 

            
  LTIP RSU  4/1/2021   2/5/2021                 70,447   487,493 
  LTIP PRSU —Revenue Hurdle  4/1/2021   2/5/2021           17,612   35,223   52,835     243,743 
  LTIP PRSU—Share Hurdle  4/1/2021   2/5/2021                 13,083   39,250   39,250       243,749 
2023.

(A)

RSU refers to Restricted Stock Units subject to service-based vesting conditions. PRSU—Share Hurdle refers to Performance Restricted Stock Units subject to service-based and share hurdle performance-based vesting conditions. PRSU—Revenue Hurdle refers to Performance Restricted Stock Units subject to service-based and revenue hurdle vesting conditions. The “Grant Date” is the effective date of the LTIP awards. The “Approval Date” is the date on which the Compensation Committee, or CEO for awards granted prior to executive officer status, took action to approve these awards.

(B)

These columns reflect the threshold, target and maximum payout opportunities for the performance measures under the 2021 APIP set by the Compensation Committee. The actual APIP payout, which was based on 2021 performance is presented in the “Summary Compensation Table” in column (D).

(C)

The threshold, target and maximum payout opportunities for the 2021 LTIP Performance Restricted Stock Unit awards were set by the Compensation Committee.

NameAward
(A)
Grant
Date
Approval
Date
Estimated Future Payout Under
Non-Equity Incentive Awards
(A)
Estimated Future Payout Under 
Equity Incentive Awards
(B)
All Other
Stock
Awards:
Number
of Shares
or Units
(#)(C)
Grant
Date Fair
Value of
Stock
Awards
($)(D)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Clifford
Skelton
APIP313,125 1,252,500 2,505,000 
LTIP RSU4/1/20232/2/2023728,862 2,499,997 
LTIP PRSU—Revenue Growth4/1/20232/2/2023255,102 510,204 1,020,408 1,750,000 
LTIP PRSU—rTSR4/1/20232/2/2023127,085 254,169 381,254 750,000 
Stephen
Wood
APIP105,000 420,000 840,000 
LTIP RSU4/1/20232/2/2023167,638 574,998 
LTIP PRSU—Revenue Growth4/1/20232/2/202358,673 117,346 234,692 402,497 
LTIP PRSU—rTSR4/1/20222/2/202329,229 58,458 87,687 172,497 
Michael
Krawitz
APIP93,750 375,000 750,000 
LTIP RSU4/1/20232/2/2023145,772 499,998 
LTIP PRSU—Revenue Growth4/1/20232/2/202351,020 102,040 204,080 349,997 
LTIP PRSU—rTSR4/1/20232/2/202325,417 50,833 76,250 149,998 
Mark
Prout
APIP84,375 337,500 675,000 
LTIP RSU4/1/20232/2/2023109,329 374,998 
LTIP PRSU—Revenue Growth4/1/20232/2/202338,265 76,530 153,060 262,498 
LTIP PRSU—rTSR4/1/20222/2/202319,063 38,125 57,188 112,499 
Randall
King
APIP84,375 337,500 675,000 
LTIP RSU4/1/20232/2/202387,463 299,998 
LTIP PRSU—Revenue Growth4/1/20232/2/202330,612 61,224 122,448 209,999 
LTIP PRSU—rTSR4/1/20232/2/202315,250 30,500 45,750 89,999 
Mark
King
APIP83,964 335,856 671,712 
LTIP RSU4/1/20232/2/2023116,618 400,000 
LTIP PRSU—Revenue Growth4/1/20232/2/202340,816 81,632 163,264 279,998 
LTIP PRSU—rTSR4/1/20232/2/202320,334 40,667 61,001 120,000 

____________________
(A)These columns reflect the threshold, target and maximum payout opportunities for the performance measures under the 2023 APIP set by the Compensation Committee. The actual APIP payout, which was based on 2023 performance is presented in the “Summary Compensation Table” in column (B).
(B)These columns reflect the threshold, target and maximum payout opportunities for the 2023 LTIP PRSU awards set by the Compensation Committee.
The number of units at target and maximum for the 2023 PRSU—Share HurdlerTSR awards was determined by dividing the approved values of the respective awards by the closing stock price on the April 1, 2023 grant date ($3.43) and then applying a factor of 1.1143,1.1624, as calculated using the Monte Carlo simulation, and rounding the number of shares down to the nearest share. The threshold number of shares is the minimum number of shares that can be earned ifat threshold performance, or 50%. The maximum number of shares that can be earned is the first share price performance hurdle is achieved.granted shares adjusted by a positive 100% and 50% or the 2023 PRSU—Revenue Growth shares and 2023 PRSU—rTSR shares, respectively.
39

(C)This column includes RSUs granted under the LTIP on April 1, 2023, which vest ratably on December 31, 2023, December 31, 2024 and December 31, 2025. The number of RSUs was determined by dividing the approved values of the respective awards by the closing stock price on the April 1,st 2023 grant date was $6.92.

(D)

This column includes Restricted Stock Units granted under the LTIP on April 1, 2021, which vest ratably on December 31, 2021, December 31, 2022 and December 31, 2023. The number of Restricted Stock Units was determined by dividing the approved values of the respective awards by the closing stock price on the grant date and rounding the number of shares down to the nearest share. The closing stock price on April 1, 2021 was $6.92.

(E)

The value reported in this column represents the grant date fair value of these awards determined in accordance with FASB ASC Topic 718. These values are recorded over the requisite serviced period as required by FASB ASC Topic 718. See footnote (C) to the “Summary Compensation Table” and the “Long-Term Incentives” section in the CD&A for additional information on these equity awards.

($3.43) and rounding the number of shares down to the nearest share.

(D)The value reported in this column represents the grant date fair value of these awards determined in accordance with FASB ASC Topic 718. These values are recorded over the requisite serviced period as required by FASB ASC Topic 718. See footnote (C) to the “Summary Compensation Table” and the “Long-Term Incentives” section in the CD&A for additional information on these equity awards.
For a description of the material features of the compensation disclosed in the 2021 Grants of Plan-Based Awards in 2023 table see the “Short-Term Incentives” and the “Long-Term Incentives” section of the CD&A.

40

Table of ContentsOUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

Outstanding Equity Awards at 2023 Fiscal Year-End
The following table summarizes the unvested stock awards held by the named executive officers at the end of fiscal year 2021.2023. There are no outstanding stock option awards.

Name

 

  

Grant
Date

 

   

Grant

Type

 

   

Number of

Shares or

Units of Stock

That Have Not

Vested

(#) (1)

 

   

Market Value

of Shares or

Units of Stock

That Have Not

Vested

($) (2)

 

   

 

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other Rights

That Have Not

Vested

(#) (3)

 

   

 

Equity

Incentive Plan

Awards: Market

or Payout Value

of Unearned

Shares, Units

or Other Rights

That Have Not

Vested

($) (2)

 

 

 

Clifford Skelton

  

 

 

 

6/28/2019

 

 

  

 

 

 

RSU

 

 

  

 

 

 

26,073

 

 

  

 

 

 

139,230

 

 

      
    6/28/2019    RSU    86,913    464,115           
    4/1/2020    
PRSU—Share
Hurdle
 
 
   386,314    2,062,917       
    4/1/2020    RSU    242,766    1,296,370           
    4/1/2021    
PRSU—Revenue
Hurdle
 
 
         96,339    514,450 
    4/1/2021    
PRSU—Share
Hurdle
 
 
         161,026    859,879 
    4/1/2021    RSU    192,678    1,028,901           

 

Stephen Wood

  

 

 

 

9/30/2020

 

 

  

 

 

 

PRSU—Share
Hurdle

 

 
 

  

 

 

 

47,539

 

 

  

 

 

 

253,858

 

 

      
    9/30/2020    RSU    36,688    195,914           
    4/1/2021    
PRSU—Revenue
Hurdle
 
 
         5,419    28,937 
    4/1/2021    
PRSU—Share
Hurdle
 
 
         9,057    48,364 
    4/1/2021    RSU    10,838    57,875           
    6/30/2021    
PRSU—Revenue
Hurdle
 
 
   4,584    24,479    6,110    32,627 
    6/30/2021    
PRSU—Share
Hurdle
 
 
         10,276    54,874 
    6/30/2021    RSU    18,333    97,898           

 

Michael Krawitz

  

 

 

 

11/18/2019

 

 

  

 

 

 

RSU

 

 

  

 

 

 

10,353

 

 

  

 

 

 

55,285

 

 

          
    4/1/2020    
PRSU—Share
Hurdle
 
 
   94,646    505,410       
    4/1/2020    RSU    59,477    317,607           
    4/1/2021    
PRSU—Revenue
Hurdle
 
 
         17,702    94,529 
    4/1/2021    
PRSU—Share
Hurdle
 
 
         29,588    158,000 
    4/1/2021    RSU    35,404    189,057           

 

Mark Prout

  

 

 

 

6/28/2019

 

 

  

 

 

 

RSU

 

 

  

 

 

 

1,738

 

 

  

 

 

 

9,281

 

 

          
    4/1/2020    
PRSU—Share
Hurdle
 
 
   64,384    343,811       
    4/1/2020    RSU    40,459    216,051           
    4/1/2021    
PRSU—Revenue
Hurdle
 
 
         10,838    57,875 
    4/1/2021    
PRSU—Share
Hurdle
 
 
         18,115    96,734 
    4/1/2021    RSU    21,676    115,750           

 

Louis Keyes

  

 

 

 

9/30/2019

 

 

  

 

 

 

RSU

 

 

  

 

 

 

5,360

 

 

  

 

 

 

28,622

 

 

          
    4/1/2020    
PRSU—Share
Hurdle
 
 
   64,385    343,816       
    4/1/2020    RSU    40,461    216,062           
    4/1/2021    
PRSU—Revenue
Hurdle
 
 
         12,042    64,304 
    4/1/2021    
PRSU—Share
Hurdle
 
 
         21,873    116,802 
    4/1/2021    RSU    24,085    128,614           

(1)

The awards presented in this column include earned unvested Performance Restricted Stock Units—Share Hurdle awards that have met
NameGrant
Date
Grant
Type
Number of
Shares or
Units of Stock
That Have Not
Vested
(#) (1)
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($) (2)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
(#) (3)
Equity
Incentive Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($) (2)
Clifford Skelton4/1/2022PRSU— Share Hurdle433,2641,581,414
4/1/2022RSU136,481498,156
4/1/2023PRSU— Revenue Growth510,2041,862,245
4/1/2023PRSU— rTSR254,169927,717
4/1/2023RSU485,9081,773,564
Stephen Wood6/30/2021PRSU—Revenue Hurdle00
6/30/2021PRSU—Share Hurdle10,27637,507
6/30/2021RSU6,11122,305
4/1/2022PRSU—Share Hurdle117,236427,911
4/1/2022RSU36,930134,795
4/1/2023PRSU— Revenue Growth117,346428,313
4/1/2023PRSU— rTSR58,458213,372
4/1/2023RSU111,759407,920
Michael Krawitz4/1/2022PRSU— Share Hurdle101,944372,096
4/1/2022RSU32,113117,212
4/1/2023PRSU— Revenue Growth102,040372,446
4/1/2023PRSU— rTSR50,833185,540
4/1/2023RSU97,182354,714
Mark Prout4/1/2022PRSU—Share Hurdle76,458279,072
4/1/2022RSU24,08587,910
4/1/2023PRSU— Revenue Growth76,530279,335
4/1/2023PRSU— rTSR38,125139,156
4/1/2023RSU72,886266,034
Randall King4/1/2022PRSU— Share Hurdle40,777148,836
4/1/2022RSU12,84546,884
4/1/2023PRSU— Revenue Growth61,224223,468
4/1/2023PRSU— rTSR30,500111,325
4/1/2023RSU58,309212,828
Mark King(4)
4/1/2022PRSU— Share Hurdle30,583111,628
4/1/2022RSU9,63435,164
4/1/2023PRSU— Revenue Growth81,632297,957
4/1/2023PRSU— rTSR40,667148,435
4/1/2023RSU77,746283,773

____________________
(1)The awards presented in this column include unvested RSUs and are scheduled to vest provided the service requirements are fulfilled, the share price hurdle, and unvested Restricted Stock Units, all as of December 31, 2021. The April 1, 2020 Restricted Stock Units vest their remaining shares on December 31, 2022. The April 1, 2021 RSUs vest one-half of their remaining shares on December 31, 2022 RSUs vest as to their remaining shares on December 31, 2024; and the second half of the remaining shares on December 31, 2023. The June 28, 2019 RSUs, September 30, 2019 RSUs and November 18, 2019 RSUs will vest their final tranches on June 28, 2022 and September 30, 2022, and November 18, 2022 respectively, provided the service requirements are fulfilled. The 2020 Performance Restricted Stock Units—Share Hurdle awards noted in this column have met their performance hurdles. Those PRSU—Share Hurdle awards granted on April 1, 2020 will vest on December 31, 2022, and those granted on September 30, 2020 will vest one-half on September 30, 2022 and the second half on September 30, 2023, provided the service conditions are met. This column also includes the first tranche of the September 30, 2021 PRSU—Revenue hurdle shares, at the achieved 126% of target level, which will vest on September 30, 2022, if the time-based vesting component is completed.

(2)

The market value is based on the December 31, 2021 closing price of our Common Stock of $5.34 per share.

(3)

The awards presented in this column consist of unearned Performance Restricted Stock Unit awards (as of December 31, 2021) granted under the LTIP. The April 1, 2021 PRSU—Revenue Hurdle awards included in this column are subject to the revenue hurdles and minimum Adjusted EBITDA for the years ending December 31, 2022 and December 31, 2023. The April 1, 2021 Performance Restricted Stock Units—Share Hurdle awards included in this column are those shares that have not met the share price hurdle as of December 31, 2021, the first tranche of which has met the time-based vesting requirement, while the second and third tranches complete their time-based vesting components on December 31, 2022 and December 31, 2023, respectively, provided the share price hurdles and service conditions are met, the PRSU-Shares will vest by December 31, 2023.

The June 30, 2021 RSUs vest their remaining shares on June 30, 2023. (There are no earned unvested PRSU—Share Hurdle awards that have met the share price hurdle, as of December 31, 2023.)

41

(2)The market value is based on the December 29, 2023 closing price of our Common Stock of $3.65 per share.
(3)The awards presented in this column consist of unearned Performance Restricted Stock Unit awards (as of December 31, 2023) granted under the LTIP.
The April 1, 2023 PRSU—Revenue Hurdle and 2023 PRSU—rTSR awards included in this column are shown at the target performance level, and, are scheduled for vesting on December 31, 2025, after the conclusion of the measurement period.
The April 1, 2022 PRSU—Share Hurdle awards included in this column are all shares that have not met the share price hurdles as of December 31, 2023, and include 95.71% and 95.00% adjustments for the first and second tranches of the award, respectively, which both have met the time-based component and have been adjusted as a result of the rTSR performance for the period from April 1, 2022 through December 31, 2022 for the first tranche, and January 1, 2023 through December 31, 2023 for the second tranche, while the third tranche is recorded at 100% of granted shares, and will meet its time-based vesting component on December 31, 2024. Provided the share price hurdles and service conditions are met, the 2022 PRSU—Share Hurdles will vest by December 31, 2024.
The June 30, 2021 PRSU—Share Hurdle award included in this column had not met the share price hurdle as of December 31, 2021. This award will vest in one-third increments on2023. The first and second tranches met the time-based component as of June 30, 2022 and June 30, 2023, respectively, and will vest upon achievement of the share price hurdle if achieved prior to June 30, 2024. The remaining third will vest on June 30, 2024, provided both the share price hurdleshurdle and time-based vesting components are met. If the share price hurdles are not met byThe June 30, 2024, the respective shares will be forfeited.

OPTION EXERCISES AND STOCK VESTED IN 2021

PRSU—Revenue Hurdle award is valued at zero in this column, as threshold Revenue performance for 2023 was not achieved.

(4)All outstanding equity awards were forfeited on Mr. Mark King’s termination of employment on January 2, 2024.
Option Exercises and Stock Vested in 2023
The following table shows the amount realized by named executive officers upon the vesting of stock awards during 2021.

Name

 

  

 

Number of
Shares

(#) (A)

 

   

 

Value Realized
on Vesting

($) (B)

 

 

 

Clifford Skelton

  

 

 

 

898,878

 

 

  

 

 

 

4,994,118

 

 

 

Stephen Wood

  

 

 

 

50,945

 

 

  

 

 

 

322,262

 

 

 

Michael Krawitz

  

 

 

 

193,285

 

 

  

 

 

 

1,025,983

 

 

 

Mark Prout

  

 

 

 

124,219

 

 

  

 

 

 

662,129

 

 

 

Louis Keyes

  

 

 

 

129,802

 

 

  

 

 

 

694,453

 

 

 

Brian Webb-Walsh

  

 

 

 

14,646

 

 

  

 

 

 

75,573

 

 

(A)

The shares shown in this column include: (i) restricted stock units that vested on June 28, 2021, September 30, 2021, November 18, 2021, and December 31, 2021; and (ii) performance shares that vested on December 31, 2020, that were granted on April 1, 2018 and settled at 56% based on cumulative results from the performance period January 1, 2018 through December 31, 2020. This column also includes Performance Restricted Stock Units granted on April 1, 2020 and September 30, 2020 of which 1/3 vested on December 31, 2021 and September 30, 2021, respectively, based on achievement of stock

2023.

price hurdle. The shares shown in this column also include PRSU—Revenue Hurdle shares that vested on December 31, 2021 and settled at 126% of target based on the performance period January 1, 2021 through December 31, 2021

(B)

Amounts shown are based on the number of shares that vested and the fair market value of our Common Stock on the applicable vesting date, or in the case of the performance shares and PRSU—Revenue Hurdle shares, the date the performance was certified by the Compensation Committee. The aggregate dollar value realized upon vesting includes the value of shares withheld to pay taxes.

NameNumber of
Shares
(#) (A)
Value Realized
on Vesting
($) (B)
Clifford Skelton475,7731,736,571 
Stephen Wood122,682443,143 
Michael Krawitz98,405359,178 
Mark Prout71,366260,486 
Randall King94,748334,299 
Mark King54,527199,024 

____________________
(A)The shares shown in this column include: (i) RSUs that vested on June 30, 2023, September 30, 2023, and December 31, 2023; and (ii) PRSUs granted on June 30, 2020 of which 1/3 vested on June 30, 2023, based on achievement of share price hurdle.
(B)Amounts shown are based on the number of shares that vested and the fair market value of our Common Stock on the applicable vesting dates. The aggregate dollar value realized upon vesting includes the value of shares withheld to pay taxes.
42

Table of ContentsPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Potential Payments Upon Termination or Change in Control
Conduent maintains certain plans that provide compensation to named executive officers in the event of a termination of employment or a change in control. The amount of compensation payable to each named executive officer, assuming that each hypothetical termination or change-in-control situation occurred on December 31, 2021,2023, is listed in the table below. The values for equity incentive awards presented in this table reflect the acceleration of grants not vested and settled as of December 31, 20212023 and are based on the closing market price of Conduent Common Stock of $5.34$3.65 as of December 31, 2021.

Named Executive Officer  

Involuntary
Termination Not
for Cause

(A)

   Involuntary
Termination Not
for Cause or
Termination for
Good Reason after
Change in Control
(B)
   Death &
Disability
(C)
 
    
Clifford Skelton       

•  Cash Severance ($)

   387,500    4,553,125    - 

•  Non-Equity Incentive Awards ($)

   1,307,813    1,307,813    1,307,813 

•  Equity Incentive Awards ($)

   533,730    6,783,482    6,365,862 

•  Healthcare Benefits ($)

   -    -    - 
    
Clifford Skelton Total Termination Benefits ($)   2,229,043    12,644,420    7,673,675 
    
Stephen Wood       

•  Cash Severance ($)

   225,000    1,575,000    - 

•  Non-Equity Incentive Awards ($)

   450,000    450,000    450,000 

•  Equity Incentive Awards ($)

   56,224    790,906    790,906 

•  Healthcare Benefits ($)

   7,595    15,191    - 
    
Stephen Wood Total Termination Benefits ($)   738,819    2,831,097    1,240,906 
    
Michael Krawitz       

•  Cash Severance ($)

   225,000    1,575,000    - 

•  Non-Equity Incentive Awards ($)

   450,000    450,000    450,000 

•  Equity Incentive Awards ($)

   4,607    1,319,888    1,319,888 

•  Healthcare Benefits ($)

   2,825    5,649    - 
    
Michael Kraw itz Total Termination Benefits ($)   682,432    3,350,537    1,769,888 
    
Mark Prout       

•  Cash Severance ($)

   225,000    1,575,000    - 

•  Non-Equity Incentive Awards ($)

   450,000    450,000    450,000 

•  Equity Incentive Awards ($)

   4,640    867,339    839,501 

•  Healthcare Benefits ($)

   7,324    14,647    - 
    
Mark Prout Total Termination Benefits ($)   686,964    2,906,986    1,289,501 
    
Louis Keyes       

•  Cash Severance ($)

   225,000    1,575,000    - 

•  Non-Equity Incentive Awards ($)

   365,000    365,000    365,000 

•  Equity Incentive Awards ($)

   7,155    984,071    898,220 

•  Healthcare Benefits $)

   8,103    16,206    - 
    
Louis Keyes Total Termination Benefits ($)   605,258    2,940,277    1,263,220 

(A)

For our named executive officers, under the terms of the Conduent severance policy, they would receive salary continuance payments and continued benefits coverage (excluding disability and 401(k) contributions) for 26 weeks. The amounts reported in the table assume salary continuance is paid as a

2023. Mark King voluntarily resigned on January 2, 2024 and did not receive any payments or benefits upon his termination of employment and thus is excluded from the table.

lump sum, although such payments are generally paid in installments consistent with the normal payroll cycle.

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

____________________
(A)Each of our named executive officers, under the terms of the Conduent U.S. Executive Severance Policy, would receive salary continuation payments, continued benefits coverage (excluding disability and 401(k) contributions) and continued long-term incentive vesting for 52 weeks. The amounts reported in the table assume salary continuation is paid as a lump sum, although such payments are generally paid in installments consistent with the normal payroll cycle.
In addition, all named executive officers would receive a short-term incentive payment (Non-Equity(Non-Equity Incentive Award) for 20212023 performance, reflected above at actual achievement against performance goals, inclusive of adjustments for individual contributions and performance results for the executive’s function or business unit.

43

For the equity incentive awards, pursuant to the terms of the grant agreements after 9 months of employment withand the Company,U.S. Executive Severance Policy approved on May 24, 2022, the NEOs would be entitled to pro-rated, next tranchereceive continued vesting through a 52-week severance period, including corresponding vesting of restricted stock units, performance stock units, and performance based restricted stock units (based on the number of full months of service as an employeeincluded during the vestingseverance period), with the number of performance stock units earned based on actual performance achievement, estimated at 0% for the 2019 PSUs, and theachievement. The number of 20202022 PRSU—Share Hurdle awards reflect 100 percent achievement of share hurdles, with rTSR adjustments of 95.71% and 95% for the first and second tranches based on actual achievement, respectively, with the third tranche at 100%. The 2023 PRSU—Revenue Growth and 2023 PRSU—rTSR awards are estimated in the table at 100% of target.
(B)If there was a change in control on December 31, 2023, our named executive officers would have been covered under the stock price hurdles.

(B)

If there was a change in control on December 31, 2021, our named executive officers would have been covered under the Change-in-Control Plan (“CIC Plan”) with severance period multiples as described in the CD&A, which provides them specified severance benefits if, within 90 days prior to, or within 12 months (or, for our CEO, 24 months) following a change in control of Conduent, their employment was terminated either involuntarily other than for cause, death or disability, or voluntarily for good reason. This arrangement whereby change in control severance benefits are provided only upon a qualifying termination event following a change in control is commonly described as “double-trigger.”

Change-in-Control Plan (“CIC Plan”) with severance period multiples as described below, which provides them specified severance benefits if, within 90 days prior to, or within 12 months (or, for our CEO, 24 months) following a change in control of Conduent, their employment was terminated either involuntarily other than for cause, death or disability, or voluntarily for good reason. This arrangement whereby change in control severance benefits are provided only upon a qualifying termination event following a change in control is commonly described as “double-trigger.”

Change in control severance benefits for these named executive officers include:

A lump sum cash payment equal to two and one-half times the then-current annual base salary and short-term incentive award target for Mr. Skelton

Skelton;

A lump sum cash payment equal to two times the then-current annual base salary and short-term incentive award target for Messrs. Wood, Krawitz, Prout, and Keyes.

Randall King;

Continuation of specified welfare benefits at active employee rates for a period of 24 months for Messrs. Skelton, Wood, Krawitz, Prout and Keyes.

Randall King; and

Payment of reasonable legal fees and expenses incurred when the named executive officer, in good faith, is involved in a dispute while seeking to enforce the benefits and rights provided by the severance agreement.

Pursuant to the terms of the applicable agreements, accelerated vesting of stock awards, including performance restricted stock units at target and performance restricted stock units and restricted stock units at fair market value as of December 31, 2021, and a short-term incentive (Non-Equity(Non-Equity Incentive Award) payment for the 20212023 performance, reflected above at actual achievement against performance goals.

If excise tax is payable by any of the named executives, Conduent will reduce the named executive officer’s payments under the CIC Plan to a level that will not trigger an excise tax payment if it is determined that doing so will result in a greater net after-tax amount for the executive.

(C)

Termination following disability or death on December 31, 2021, would entitle the named executive officer or his estate or, with respect to certain types of payments and elections made, his designated beneficiaries to receive a 2021 short-term incentive payment shown at actual achievement against performance goals; full vesting of Performance Stock Units, subject to actual performance achievement (amount shown here is based on 0% for the 2019 PSUs); full vesting of 2021 PRSUs—Share Hurdle subject to achievement of the share price hurdles prior to December 31, 2023; and April 1, 2021 PRSUs—Revenue Hurdle at target, while the first tranche of the June 30, 2021 PRSUs—Revenue Hurdle for Mr. Wood is reflected at 126% and the remaining tranches of this grant at target; and accelerated vesting of Restricted Stock Units, per the terms of the applicable award agreements.

(C)Termination following disability or death on December 31, 2023 would entitle the named executive officer or his estate or, with respect to certain types of payments and elections made, his designated beneficiaries to receive a 2023 short-term incentive payment shown at actual achievement against performance goals; full vesting of PRSUs, estimated here at 100%, subject to actual performance achievement; including full 2023 PRSU—Revenue Growth and 2023 PRSU—rTSR awards shown at target, subject to performance conditions, scheduled to vest on December 31, 2025; 2022 —Share Hurdle awards subject to achievement of the share price hurdles prior to December 31, 2024 and as modified for results of rTSR modifiers; for tranche one and tranche two at 95.71% and 95%, respectively.
Involuntary Termination for Cause

Assuming involuntary termination for cause due to certain conditions, including engagement in detrimental activity against Conduent, there would be no payments to the named executive officers other than their deferred compensation balance, if any.officers. All unvested shares would be immediately cancelled upon termination for cause. See the “Governance of the

Executive Compensation Programs—Compensation RecoveryRecoupment Policy (Clawbacks)” section of the CD&A for additional information.

Definitions Under the CIC Plan

Generally, for purposes of the CIC Plan, a change in control is deemed to have occurred, subject to specific exceptions, if:

Any person becomes a beneficial owner representing 50 percent or more of the combined voting power of the outstanding securities of Conduent.

Conduent;

A majority of the Conduent Board is replaced under specific circumstances.

circumstances;

44

There is a merger or consolidation involving Conduent unless (i) the directors of Conduent who were members of the Board immediately before the merger/consolidation continue to constitute a majority of the Conduent Board of Directors or (ii) the merger/consolidation is affected to implement a recapitalization and no person becomes the beneficial owner representing 50 percent or more of the combined voting power of Conduent’s then outstanding voting securities.

securities; or

All or substantially all of Conduent’s assets are sold, or Conduent’s shareholders approve a plan of complete liquidation or dissolution.

Under the CIC Plan, a voluntary termination for good reason in the event of a change in control includes:

The material diminution of authority, duties or responsibilities, including being an executive officer of Conduent before a change in control and ceasing to be an executive officer of the surviving company. The change-in-control benefits for this provision will only be triggered if the executive officer has not voluntarily terminated his/her employment and the “material diminution of authority, duties, or responsibilities” has occurred and not been remedied.

remedied;

A material reduction in annual base salary, annual target short-term incentive or employee benefits in the aggregate, except to the extent such reduction is consistent with an across-the-board reduction for employees.

employees;

A material change in the geographic location where the executive is required to be based.

based; or

Failure of Conduent to obtain a satisfactory agreement from any successor to assume and agree to perform in a manner consistent with the change in control agreement.

EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information
The following table summarizes information with respect to equity awards under Conduent’s equity compensation plans as of December 31, 2021:

    

Plan Category

 

 

(A)

  Number of Securities  

to be Issued Upon

Exercise of

Outstanding

Options, Warrants

and Rights(1)

 

 

(B)

  Weighted Average  

Exercise Price of

Outstanding

Options, Warrants

and Rights(1)

 

 

(C)

Number of Securities

Available for Future

Issuance Under Equity

Compensation Plans

(Excluding Securities

  Reflected in Column (A))(2)  

 

Equity compensation plans approved by security holders

 

 

 

8,210,280

 

 

-

 

 

23,729,576

Equity compensation plans not approved by security holders

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 8,210,280 - 23,729,576

(1)

Column (A) includes (i) 3,392,511 shares underlying outstanding restricted stock units, 3,102,697 shares of outstanding performance restricted stock units, and 505,707 shares of underlying outstanding

2023:

performance stock units, and 505,707 shares earmarked for maximum PSU achievement, and an additional 303,675 shares earmarked for maximum PRSU—Revenue Hurdle shares, awarded under the Conduent Performance Incentive Plan and awarded under the Conduent Inc. 2021 Performance Incentive Plan; and (ii) 399,983 shares underlying outstanding DSUs awarded under the Conduent Director Equity Plan and the Conduent Inc. 2021 Performance Incentive Plan. There is no exercise price associated with performance stock units, restricted stock units, performance restricted stock units or DSUs, and because we do not have any options outstanding, there is no weighted-average exercise price calculation in column (B).

(2)

Any shares that are cancelled, forfeited, withheld for taxes, or lapse under the Conduent Performance Incentive Plan, Conduent Director Equity Plan or the Conduent Inc. 2021 Performance Incentive Plan become available again for issuance under the Conduent Inc. 2021 Performance Incentive Plan. Shares earmarked for PRSU—Revenue Hurdle maximum performance and PSU maximum performance on December 31, 2021 are excluded from the total available.

Plan Category(A)
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights(1)
(B)
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(1)
(C)
Number of Securities
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (A))(2)
Equity compensation plans approved by security holders12,673,184-14,284,266
Equity compensation plans not approved by security holders---
Total12,673,184-14,284,266

____________________
(1)Column (A) includes (i) 4,140,056 shares underlying outstanding restricted stock units; 5,013,214 shares of outstanding performance restricted stock units, and the following shares earmarked for maximum performance: 82,882 shares related to 2021 PRSU—Revenue Hurdle share performance, 93,287 shares related to 2022 PRSU—Share Hurdle awards, 1,963,547 shares for 2023 PRSU—Revenue Growth awards and 489,079 shares for 2023 PRSU—rTSR awards, all granted under the Conduent Performance Incentive Plan and awarded under the Conduent Inc. 2021 Performance Incentive Plan; and (ii) 891,119 shares underlying outstanding DSUs awarded under the Conduent Director Equity Plan and the Conduent Inc. 2021 Performance Incentive Plan. There is no exercise price associated with performance stock units, restricted stock units, performance restricted stock units or DSUs, and because we do not have any options outstanding, there is no weighted-average exercise price calculation in column (B).
(2)Any shares that are cancelled, forfeited, withheld for taxes, or lapse under the Conduent Performance Incentive Plan, Conduent Director Equity Plan or the Conduent Inc. 2021 Performance Incentive Plan become available again for issuance under the Conduent Inc. 2021 Performance Incentive Plan. Shares earmarked for maximum performance on December 31, 2023 are excluded from the total available.
45

CEO Pay Ratio Disclosure

For 2021, our median employee originally selected in 2019 is no longer employed with Conduent. Thus, we have elected to use a median employee whose compensation is substantially similar to the original median employee selected in 2019 based on the compensation measure used to select the original median employee. Our new median employee has the same job title, job code, compensation tier and work state, as our median employee selected 2019. Otherwise, we have had no material change in our employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

To determine the 20212023 CEO Pay Ratio, we used the amount reported in the Total column in the 20212023 Summary Compensation Table for our CEO total compensation of $6,078,061$6,473,771 and the 20212023 compensation for our median employeeassociate of $27,402,$32,396, as calculated using 20212023 payroll data in a similar manner. Based on these total compensation numbers, we estimate the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employeesassociates for 20212023 was 222:200:1. This represents a reasonable estimate, calculated in a manner consistent with SEC regulations.

Our median associate was identified in 2022, and as our associate population from 2022 to 2023 has remained relatively consistent, we have used the same median associate for 2023.
The methodology to determine our median employeeassociate in 20192022 included examining our total employeeassociate population, as of the December 31, 20192022 determination date. The total employeeassociate population in 20192022 consisted of 67,144 employees, which included 30,035 U.S. employees and 37,109 non-U.S. employees.approximately 62,000 associates. As is permitted under the SEC rules, we excluded employeesassociates from the following countries: Germany (1,175 employees)(1,118 associates) and Turkey (1,007 employees)(481 associates), which represented less than 5% of our total employeeassociate population as of the determination date. We then determined our “median employee”associate” using the remaining employee population of 64,962, which included 30,035 U.S. employees and 34,927 non-U.S. employees.

associate population.

We chose to use annual base compensation as our consistently applied compensation measure to determine our “median employee.associate.” We determined annual base compensation for our salaried employeesassociates using base salary paid for 2019.paid. We determined annual base compensation for our hourly paid employeesassociates by multiplying the hourly rate by the scheduled hours for the year. We annualized the compensation of all permanent employeesassociates in our population who were hired in 2019 but did not work for us the entire year. Once we identified our median employee,associate, we determined that person’s annual total compensation in accordance with the requirements of the Summary Compensation Table.

OTHER INFORMATION

Indemnification Actions

The Company’s by-laws provide

Definitions
Net ARR Activity: Projected Annual Recurring Revenue for indemnification of officers and directors to the fullest extent permitted by New York law. The Company has not advanced any counsel fees or other reasonable fees and expenses to any officer or director under our by-laws. In accordance with the requirements of the Business Corporation Law of the State of New York (the “BCL”),contracts signed in the eventprior 12 months, less the Company advances counsel feesannualized impact of any client losses, contractual volume and price changes, and other known impacts for which the company was notified in that same time period, which could positively or other reasonable feesnegatively impact results. The metric annualizes the net impact to revenue. Timing of revenue impact varies and expenses,may not be realized within the individuals on whose behalfforward 12-month timeframe. The metric is for indicative purposes only. This metric excludes COVID-related volume impacts and non-recurring revenue signings. This metric is not indicative of any such expenditures are made are required to execute an undertaking to repay such expenses if they are finally found not to be entitled to indemnification under the Company’s by-laws or the BCL.

specific 12-month timeframe.

Directors and Officers Liability Insurance and Indemnity

On June 1, 2021, the Company renewed its policies for directors’ and officers’ liability insurance. The policies are issued by Chubb insurance Company of New Jersey, XL Specialty Insurance Company, Associated Industries Insurance Co, Travelers Casualty and Surety Company of America, Twin City Fire Insurance Company, Continental Insurance Company of New Jersey, Ascot Insurance Company, Capitol Indemnity Corporation, Zurich American Insurance Company, Arch Insurance Company, Berkley Professional Liability, Ironshore Indemnity Inc., Argonaut Insurance Company, Hudson Insurance Company, RSUI Indemnity Company, Marsh Alpha (Lloyd’s of London), National Union Fire Insurance Company of Pittsburgh, AXIS Insurance Company, U.S. Specialty Insurance Company, Beazley Insurance Company, Inc., Old Republic Professional Liability, Inc. and Endurance American Insurance Company. The policies expire June 1, 2022, and the total annual premium is approximately $6,100,000.

NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures
We have reported our financial results in accordance with U.S. GAAP. In addition, we have discussed our results using non-GAAP measures.

We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Accordingly, we believe it is necessary to adjust several reported amounts, determined in accordance with U.S. GAAP, to exclude the effects of certain items as well as their related tax effects. Management believes that these non-GAAP financial measures provide an additional means of analyzing the results of the current period against the corresponding prior period. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP measures and should be read only in conjunction with our Consolidated Financial Statements prepared in accordance with U.S. GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions, and providing such non-GAAP financial measures to investors allows for a further level of transparency as to how management reviews and evaluates our business results and trends. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on certain non-GAAP measures.

A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided below.

These reconciliations also include the income tax effects for our non-GAAP performance measures in total, to the extent applicable. The income tax effects are calculated under the same accounting principles as applied to our reported pre-tax performance measures under ASCAccounting Standards Codification 740, which employs an
46

annual effective tax rate method. The noted income tax effect for our non-GAAP performance measures is effectively the difference in income taxes for reported and adjusted pre-tax income calculated under the annual effective tax rate method. The tax effect of the non-GAAP adjustments was calculated based upon evaluation of the statutory tax treatment and the applicable statutory tax rate in the jurisdictions in which such charges were incurred.

Adjusted Revenue

We make adjustments to revenue for the following items, as an additional way of assessing certain aspects of our operations that, when viewed with the U.S. GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our on-going business:

Divestitures. Revenue from divestitures, of which there were none in the first quarter of 2019.

2023.

Effect of currency changes. To better understand trends in our business, we believe that it is helpful to adjust revenue to exclude the impact of changes in the translation of foreign currencies into U.S. Dollars.

We provide our investors with adjusted revenue as supplemental information because we believe it offers added insight, by itself and for comparability between periods, by adjusting for certain non-cash items as well as certain other identified items which we do not believe are indicative of our ongoing business, and may also provide added insight on trends in our ongoing business.

We provide adjusted revenues as supplemental information to our presentation of reported GAAP revenue in order to facilitate additional information to our investors concerning period-to-period comparisons reflecting the impact of our divestitures.

Adjusted EBITDA and EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin as an additional way of assessing certain aspects of our operations that, when viewed with the U.S. GAAP results and the accompanying reconciliations to corresponding U.S. GAAP financial measures, provide a more complete understanding of our on-going business. Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and amortization and contract inducement amortization adjusted for the following items. Adjusted EBITDA margin is Adjusted EBITDA divided by revenue or adjusted revenue, as applicable.

Restructuring and related costs. Restructuring and related costs include restructuring and asset impairment charges as well as costs associated with our strategic transformation program.

Goodwill impairment. This represents goodwill impairment charges related to entering into the agreement to transfer the BenefitWallet portfolio.

(Gain) loss on divestitures and transaction costs. Represents (gain) loss on divested businesses and transaction costs.

Litigation costs,settlements (recoveries), net. Litigation costs, net represents provisionsRepresents settlements or recoveries for various matters subject to litigation.

Other charges (credits). This comprises otherincludes Other (income) expenses, net associated with providing transition services on the California Medicaid contract lossConsolidated Statements of Income (Loss) and other insignificant (income) expenses and other adjustments.

Abandonment of internal project. This includes charges in connection with the abandonment of an internal project. The costs include writing off previously capitalized costs and terminating hosting fees that would have continued to be incurred without any economic benefit.

Divestitures.

Divestitures.

Adjusted EBITDA is not intended to represent cash flows from operations, operating income (loss) or net income (loss) as defined by U.S. GAAP as indicators of operating performances. Management cautions that amounts presented in accordance with Conduent’s definition of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similar measures disclosed by other companies because not all companies calculate Adjusted EBITDA and Adjusted EBITDA margin in the same manner.

Free Cash Flow

Free Cash Flow is defined as cash flows from operating activities as reported on the consolidated statement


47

Non-GAAP Reconciliations

Adjusted Revenue and Adjusted EBITDA Reconciliations:

(in millions)  Year Ended
December 31, 2021
 

Reconciliation to Adjusted Revenue

  

Revenue

  $                4,140 

Divestitures

   (0
  

 

 

 

Adjusted Revenue

  $4,140 

Effect of currency changes(1)

   (17
  

 

 

 

Adjusted Revenue at Constant Currency

  $4,123 
  

 

 

 
  

Reconciliation to Adjusted EBITDA

  

Net Income (Loss) from Continuing Operations

  $(28

Interest Expense

   55 

Income tax expense (benefit)

   3 

Depreciation and amortization

   352 

Contract inducement amortization

   1 
  

 

 

 

EBITDA

  $383 
  

 

 

 

EBITDA Margin

   9.3

EBITDA

  $383 

Adjustments:

  

Restructuring

   45 

Loss on divestitures and transaction costs

   3 

Litigation costs, net

   3 

Loss on extinguishment of debt

   15 

Abandonment of internal project

   32 

Other charges (credits)

   6 
  

 

 

 

Adjusted EBITDA

  $487 
  

 

 

 
  

(1)
(in millions)

Reflects effectDecember 31, 2023

Reconciliation to Adjusted Revenue
Revenue$3,722 
Divestitures
Adjusted Revenue$3,722 
Effect of currency changes.

changes
(1)
(11)
Adjusted Revenue at Constant Currency$3,711 
Reconciliation to Adjusted EBITDA
Net Income (Loss) from Continuing Operations$(296)
Interest Expense111 
Income tax expense (benefit)(36)
Depreciation and amortization264 
Contract inducement amortization
EBITDA - Before Adjustment for Divestitures46 
Divestitures— 
EBITDA$46 
EBITDA Margin1.2 %
EBITDA$46 
Adjustments:
Restructuring62 
Goodwill impairment287 
(Gain) loss on divestitures and transaction costs10 
Litigation settlements (recoveries), net(30)
Other charges (credits)
Adjusted EBITDA$378 
Adjusted EBITDA Margin10.2 %

Free Cash Flow /

____________________
(1)Reflects effect of currency changes.

48

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

(in millions)  Year Ended
December 31, 2021
 

Operating Cash Flow

  $                   243 

Cost of additions to land, buildings and equipment

   (80

Cost of additions to internal use software

   (67
  

 

 

 

Free Cash Flow

  $96 
  

 

 

 

Free Cash Flow

  $96 

Transaction costs

   2 

Vendor financed lease payments

   (9

Texas litigation payments

   0 
  

 

 

 

Adjusted Free Cash Flow

  $89 
  

 

 

 
EBITDA Margin, and Net ARR Activity are used as metrics in our 2023 APIP. (Please see “Definitions” on page 51 of this Proxy Statement for full definitions.)

Performance Measures Linking Pay versus Performance
Adjusted EBITDA MarginRelative TSR
Net ARR ActivityRevenue

49

Pay Versus Performance Table
Below is the tabular disclosure for the Company’s Chief Executive Officer, our Principal Executive Officer (“PEO”), and the average of our NEOs other than the PEO for 2023, 2022, 2021 and 2020.
(a)(b)(c)(d)(e)(f)(g)(h)(i)
YearSCT Total Compensation for PEO ($)Compensation Actually Paid to PEO ($)Average SCT Total Compensation for Non-PEO NEOs ($)Average Compensation Actually Paid to Non-PEO NEOs ($)Value of Initial Fixed $100 Investment Based On:GAAP Net Income (in Millions)CSM: Revenue
 (in Millions)
Total Shareholder Return ($)
Peer Group Total Shareholder Return(1)($)
20236,473,7715,550,1371,486,0851,345,74959 155 (296)3,722 
20225,865,8782,009,4951,560,266871,98565 100 (182)3,858 
20216,078,0616,206,3111,379,302795,49686 120 (28)4,140 
20204,973,64910,153,8391,632,0252,934,39777 125 (118)4,163 
a. Performance year
b.Reflects the compensation amounts reported in the Summary Compensation Table for our CEO, Mr. Skelton, for each of the respective years shown.
c.CAP to our CEO is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for Mr. Skelton is set forth following the footnotes to this table.
d.For 2023, other NEOs are Messrs. Wood, Krawitz, Prout, Randall King and Mark King. For 2022, other NEOs are Messrs. Wood, Krawitz, Prout, and Louis Keyes; for 2021, other NEOs are Messrs. Wood, Krawitz, Prout, Louis Keyes, and Brian Webb-Walsh; for 2020, other NEOs are Messrs. Brian Webb-Walsh, Krawitz, Prout, and Louis Keyes
e.Average CAP to our other NEOs is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for the average of the other NEOs is set forth following the footnotes to this table.
f.Represents the cumulative total shareholder return (TSR) of Conduent for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table.
g.Represents the cumulative total shareholder return (TSR) of the S&P 500 Data Processing & Outsource Services Index, which is an industry line peer group reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table.
h.Conduent’s GAAP Net Income as reported in the Company’s Consolidated Statements of Income on Form 10-K for each fiscal year in the table
i.Conduent’s Revenue, which is the Company-Selected Measure.
50

Reconciliation from SCT Total Compensation to CAP
YearSCT Total CompensationLess SCT EquityPlus (minus) Year End Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of the YearPlus (minus) Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior YearsPlus (minus) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearPlus (minus) Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal YearPlus (minus) Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the YearCompensation Actually Paid (CAP)
PEO
20236,473,771 (4,999,996)3,956,560 (446,558)886,782 (93,128)(227,294)5,550,137 
20225,865,878 (4,249,995)1,896,875 (750,008)552,744 (1,305,999)— 2,009,495 
20216,078,061 (3,999,993)2,139,147 512,747 838,551 637,798 — 6,206,311 
20204,973,649 (2,999,999)5,926,239 (316,315)3,018,696 (448,431)— 10,153,839 
Average for non-PEO NEOs
20231,486,085 (859,995)698,403 (84,548)152,525 (21,859)(24,863)1,345,749 
20221,560,266 (849,995)379,375 (135,079)110,547 (193,129)— 871,985 
20211,379,302 (631,987)242,190 63,611 80,082 58,662 (396,364)795,496 
20201,632,025 (677,498)1,338,334 (16,283)681,725 (23,906)— 2,934,397 
The unvested equity values in the above table are computed in accordance with the methodology used for financial reporting purposes. The fair value of time-based restricted stock units and PRSU—Revenue Hurdle awards used to calculate CAP was based on Conduent’s closing stock price on each valuation date and, for PRSU—Revenue Hurdle awards, assumes estimated performance results as of the end of each reporting year. The fair value of PRSU—Share Hurdle awards used to calculate CAP was based on Conduent’s fair value per share on each valuation date and assumes estimated performance results as of the end of each reporting year.
Columns for dividends and pensions are excluded from the above, as they are not provided by Conduent.
51

Relationship between Company TSR and Peer Group TSR and CAP and Company TSR
The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for our PEO and other NEOs.
TSR vs CAP Graph 2023.jpg
Relationship between CAP and GAAP Net Income
GAAP Net Income is not a main factor in determining the CAP for our PEO and average other NEOs, as GAAP Net Income is not a metric in our annual or long-term incentive plans, and thus there is not a strong relationship between CAP and Net Income.
52

Relationship between Revenue (our Company-Selected Measure) and CAP
The graph below reflects the relationship between our PEO and Average Other NEO CAP versus revenue for each fiscal year.
CAP vs Revenue Graph 2023.jpg
OTHER INFORMATION
Indemnification Actions
The Company’s by-laws provide for indemnification of officers and directors to the fullest extent permitted by New York law. Additionally, on October 31, 2023, the Board adopted a form of indemnification agreement (the “Indemnification Agreement”) to be entered into between the Company and certain of its officers and each member of its board of directors (each, an “Indemnitee”). The Indemnification Agreement provides that, subject to certain exceptions (including an Indemnitee’s fraud, bad faith or criminal conduct), the Company will, including through advancement of expenses, indemnify each Indemnitee from and against all losses actually and reasonably incurred by or on behalf of the Indemnitee, to the fullest extent permitted by law, in connection with any threatened, pending, or completed action, suit, or proceeding, including any appeals by reason of the Indemnitee’s status as a director, officer, employee, or agent of the Company or any other entity the Indemnitee serves at the request of the Company. The Company has not advanced any counsel fees or other reasonable fees and expenses to any officer or director under our by-laws. In accordance with the requirements of the Business Corporation Law of the State of New York (the “BCL”), in the event the Company advances counsel fees or other reasonable fees and expenses, the individuals on whose behalf any such expenditures are made are required to execute an undertaking to repay such expenses if they are finally found not to be entitled to indemnification under the Company’s by-laws or the BCL.
Directors and Officers Liability Insurance and Indemnity
On June 1, 2023, the Company renewed its policies for directors’ and officers’ liability insurance. The policies are issued by Chubb insurance Company of New Jersey, XL Specialty Insurance Company, Berkshire Hathaway Specialty Insurance Company, Twin City Fire Insurance Company, Continental Insurance Company of New Jersey, Ascot Insurance Company, Travelers Casualty and Surety Company of America, Zurich American Insurance Company, Arch Insurance Company, Berkshire Hathaway Specialty Insurance Company, Beazley Insurance Company, Inc., Zurich American Insurance Company, Endurance American Insurance Company, AXIS Insurance Company, U.S. Specialty Insurance Company, Old Republic Professional Liability, Inc. and Marsh Alpha (Lloyd’s of London). The policies expire June 1, 2024, and the total annual premium is approximately $4,200,000.
53

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, to act as independent auditors of the Company for 2022.2024. PwC has served as the Company’s independent auditors since 2016. Representatives of the firm are expected to be at the Annual Meeting to respond to appropriate questions and to make a statement, if they wish.

Principal Auditor Fees and Services

Aggregate fees for professional services rendered for the Company by PwC were ($ in millions):

   

 

    2021  

 

 

 

 

 

    2020  

 

 

 

Audit Fees(1)

 

 

$5.4

 

 

$5.5

 

Audit Related Fees(2)

 

 

$0.5

 

 

$0.5

 

Tax Fees(3)

 

 

$0.1

 

 

$0.0

 

Total Fees

 

 

$6.0

 

 

$6.0

 

(1)

These audit fees consisted of fees billed and/or accrued for professional services rendered for the audits of consolidated financial statements, reviews of interim financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits, comfort letters, consents and other services related to statutory audits.

(2)

These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the “audit fees” category above. These services include SOC 1 engagements and other service organization reports and agreed-upon procedures.

(3)

Tax fees were for tax compliance, tax advice and tax planning. These include advisory services relating to federal, state, provincial and international tax compliance, customs and duties, and restructurings, mergers and acquisitions.

20232022
Audit Fees(1)
$5.0$5.3
Audit Related Fees(2)
$—$0.1
Tax Fees(3)
$—$—
All Other Fees$—$—
Total Fees$5.0$5.4
____________________
(1)These audit fees consisted of fees billed and/or accrued for professional services rendered for the audits of consolidated financial statements, reviews of interim financial statements included in periodic reports, audits related to internal control over financial reporting, statutory audits, comfort letters, consents and other services related to statutory audits.
(2)These audit-related fees were for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the “audit fees” category above. These services include other service organization reports and agreed-upon procedures.
(3)Tax fees were for tax compliance, tax advice and tax planning. These include advisory services relating to federal, state, provincial and international tax compliance, customs and duties, and restructurings, mergers and acquisitions.
Pursuant to its charter, the Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the Company’s independent auditors. In addition to assuring the regular rotation of the lead audit partner as required by applicable rules, the Audit Committee is involved in the evaluation and selection of the lead audit partner and considers whether there should be regular rotation of the independent auditors.

The Audit Committee is also required to review and pre-approve all of the audit and non-audit services to be performed by the Company’s independent auditors, including the firm’s engagement letter for the annual audit of the Company, the proposed fees in connection with such audit services, and any additional services that management chooses to hire the independent auditors to perform. The authority for such pre-approval may be delegated to one or more members of the Audit Committee, provided that the decisions of any member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next meeting. Additionally, the Audit Committee can establish pre-approval policies and procedures with respect to the engagement of the Company’s independent auditors for permitted non-audit services. In accordance with the Audit Committee Charter, all of the foregoing audit and non-audit fees paid to, and the related service provided by PwC, were pre-approved by the Audit Committee.

At least annually, the Audit Committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the Company.

When conducting its latest review of PwC, the Audit Committee considered the following factors:

The professional qualifications of PwC, the lead audit partner and other key engagement partners on the engagement;

The appropriateness of PwC’s fees relative to both efficiency and audit quality;

PwC’s independence policies and processes for maintaining its independence;

PwC’s capability, expertise and efficiency in handling the breadth and complexity of the Company’s operations across the globe; and

PwC’s demonstrated professional integrity and objectivity.

54

The Audit Committee and the Board believe that the continued retention of PwC to serve as our independent auditors is in the best interests of the Company and its shareholders.

Audit Committee Report

The responsibilities of the Audit Committee are discussed under “Committee Functions, Membership and Meetings” beginning on page 1617 and can also be found on our website at www.conduent.com/corporate-governance in our Audit Committee Charter. Management is responsible for the Company’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

Consistent with the foregoing, the Audit Committee has:

Reviewed and discussed with the management of the Company and PwC the audited consolidated financial statements of the Company for the year ended December 31, 2021;

2023;

Discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

Received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence.

Based upon the foregoing review and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s 20212023 Annual Report to Shareholders and in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212023 for filing by the Company with the SEC.

Michael Montelongo, Chair

Kathy Higgins Victor

Steven Miller

The Board recommends a vote

FOR

the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent

registered public accounting firm for the year 2022

2024

55

PROPOSAL 3 — PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE 20212023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by the Dodd-Frank Act, under Section 14A of the Exchange Act, we are seeking your vote, on a non-binding advisory basis, on the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables and narrative disclosure, as provided in this Proxy Statement. Specifically, shareholders are being asked to vote upon, and the Board has approved and unanimously recommends approval of, the following non-binding advisory resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 20222024 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The Board believes that our executive compensation program is well designed, appropriately aligns executive pay with Company performance and incentivizes desirable executive performance. This proposal gives you an opportunity to express your own view of our 20212023 executive compensation practices. We provide shareholders with the opportunity to cast their advisory vote on our executive compensation practices on an annual basis, in accordance with the preference expressed by our shareholders at the 20172023 annual meeting regarding the frequency of our advisory vote on executive compensation.

While this vote does not address any specific item of compensation and is not binding on the Board, the Board and its Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions.

Unless the Board modifies its policies on the frequency of future say-on-pay advisory votes, the next say-on-pay advisory vote will be held at the 2025 Annual Meeting of Shareholders.

The Board recommends a vote

FOR

the proposal to approve the compensation of the named executive officers as disclosed in this Proxy

Statement

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The 2022 Annual Meeting of Shareholders of Conduent Incorporated will be held on Wednesday, May 25, 2022 at 11:00 A.M. EDT, virtually via the internet at www.meetnow.global/M9Z2TCK. To access the virtual meeting, you must have the 15-digit number on the proxy card, notice or email you received. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/CNDT IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — Conduent Incorporated Notice of 2022 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 25, 2022 Clifford Skelton and Scott Letier (the “Proxies”), or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Conduent Incorporated to be held virtually on May 25, 2022 at 11:00 a.m. (EDT) or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all Nominees and FOR Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.



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