Not independent
Tenure on this board
1.0 yrs
Also a director at
Flotek Industries Inc (FTK)
5 nominees · 3 ballot items.
Election of five directors; Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for 2026; Advisory approval of 2025 named executive officer compensation.
Election of five director nominees (Harsha V. Agadi, Michael Fucci, Scott Letier, Margarita Paláu-Hernández, Greta Van) each for a one-year term.
Ratify PricewaterhouseCoopers LLP as Conduent’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder vote to approve the 2025 compensation for the named executive officers (NEOs) as disclosed in the proxy materials. Management and the Compensation Committee assert that the program is designed to attract, retain and motivate executives, aligns pay with company performance through short- and long-term incentives tied to Adjusted Revenue, Adjusted EBITDA Margin, Net ARR Activity and multi-year PRSUs linked to revenue growth and relative TSR, and includes features such as clawbacks and stock ownership requirements to mitigate risk and align interests with shareholders. The Compensation Committee used independent consultants and peer benchmarking, exercised discretion in certain payouts (including reducing the 2025 APIP pool and cancelling APIP Shares to avoid dilution), and will consider the advisory vote results in future compensation decisions. The board recommends a vote FOR this proposal because it believes the compensation policies drive shareholder value and reflect sound governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 9.78% | 15,172,996 | $19M |
| 2 | MILLER VALUE PARTNERS, LLC | 6.46% | 10,023,930 | $13M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.69% | 7,281,585 | $9M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 6,588,414 | $8M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.18% | 6,483,873 | $8M |
| 6 | BlackRock, Inc. | 3.94% | 6,109,556 | $8M |
| 7 | BlackRock, Inc. | 3.61% | 5,599,981 | $7M |
| 8 | Blue Owl Capital Holdings LP | 3.25% | 5,036,595 | $6M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.31% | 3,582,235 | $5M |
| 10 | STATE STREET CORP | 2.22% | 3,447,768 | $4M |
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