COGNIZANT TECHNOLOGY SOLUTIONS CORP
For the period ended Jun 2, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 17, 2026
CTSH$64.72-2.7%Stored close · as of Nov 6, 2026
Contents
Compensation program objectives
The Compensation Committee designed the 2025 executive compensation program with the objectives and key features to meet those objectives as set out below.
The Compensation Committee believes that the design of the compensation program, including having the appropriate mix of compensation elements and performance metrics and targets, has a significant impact on driving Company performance.
| 1 | Alignment with corporate strategies Ensure compensation program incentives are aligned with our corporate strategies and business objectives We set performance metrics for our performance-based compensation program that align with our strategic priorities and that we believe are aspirational but achievable. In 2025, the performance metrics included relative and absolute revenue growth (measured through revenue adjusted for currency fluctuations), profitability (measured through adjusted operating margin and adjusted diluted earnings per share (“EPS”)) and total shareholder return relative to a peer group of companies (“relative TSR”) (revenue, adjusted operating margin and adjusted EPS are further adjusted for acquisitions, as applicable; see pages 54 to 59). | Our strategic priorities: Accelerate growth Amplify talent Scale innovation |
| 2 | Short and long-term performance objectives Tie a substantial portion of compensation to both short-and long-term performance objectives that enhance shareholder value This applies to the CEO, CFO and other corporate executives. Executives overseeing business units have a portion of their metrics related to the performance of their specific business unit or integrated practice. A substantial percentage of our NEO compensation is performance-based. The annual cash incentive (“ACI”) measures performance over a one-year period and rewards are tied to short-term Company financial objectives. Performance stock units (“PSUs”) measure multi-year performance and reward the achievement of long-term Company financial objectives, including relative TSR (see pages 54 to 55). | 2025 ACI (Corporate) 2025-2027 PSUs |
50 Cognizant 2026 Proxy Statement
| 3 | Long-term continued employment Provide an incentive for long-term continued employment with our Company A substantial percentage of our NEOs’ target direct compensation consists of long-term equity: (i) restricted stock units (“RSUs”), which vest quarterly over a 3-year period, to reward continued service and long-term performance of our common stock, and (ii) PSUs that have a 3-year performance period with vesting shortly thereafter (see page 55). Actual compensation received by the NEOs may be higher or lower than target amounts due to the performance criteria in the PSUs and stock price fluctuations. | Long-term equity |
| 4 | Balanced mix Create an appropriate balance between current and long-term compensation and between performance and non-performance-based compensation Our NEOs’ target direct compensation includes current compensation in the form of cash, divided between base salary and ACI, and long-term compensation in the form of equity, divided between PSUs and RSUs. Both current and long-term compensation are mixed between fixed (base salary) and at-risk (ACI, RSUs and PSUs) compensation (see pages 54 to 55). | Performance- based | Long-termequity |
| (Average of all NEOs, including CEO, based on dollar value) | |||
| 5 | Competitive Provide competitive compensation packages in order to attract, retain and motivate top executive talent To ensure our compensation remains competitive, the Compensation Committee engaged Pay Governance as its independent consultant in 2025 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data. Our 2025 peer group was comprised of 17 technology, software and professional service companies selected based on industry, comparable business operations and scale (see page 52). | Peer group positioning 57th percentile revenue 45th percentile market capitalization 94th percentile headcount |
| 6 | No unnecessary risk-taking | |
| Ensure that compensation arrangements do not encourage unnecessary risk-taking We set stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs with those of shareholders (see page 69). We also create a balance between performance and non-performance-based compensation and set performance targets that we believe are aspirational but achievable (see pages 54 to 61). | ||
|---|---|---|
| CEO 6x annual base salary | Other NEOs 4x annual base salary | |
Cognizant 2026 Proxy Statement 51
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