8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Feb 15, 2008)

Filed February 15, 2008For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on February 15, 2008, to report on the compensation adjustments for its Named Executive Officers (NEOs) made by its Board of Directors on February 14, 2008. The report details changes in base salaries and the award of 2007 annual cash bonuses. Notably, while most NEOs received base salary increases effective January 1, 2008, Lakshmi Narayanan, Vice Chairman, saw a significant reduction in his base salary from $240,000 to $100,000 and received no bonus for 2007. The filing also confirms that the target percentages for the 2008 annual cash incentive bonuses remained unchanged for all NEOs. These bonuses are variable and contingent on the company's performance, with targets set as a percentage of each executive's salary. For most NEOs, the target bonus opportunity was 70% of their salary, except for Mr. Narayanan, whose target was not specified, aligning with his reduced salary and lack of a 2007 bonus.

Key Highlights

  • 1Cognizant's Board of Directors adjusted executive compensation, with most Named Executive Officers (NEOs) receiving base salary increases effective January 1, 2008.
  • 2Lakshmi Narayanan, Vice Chairman, experienced a significant base salary reduction from $240,000 to $100,000.
  • 3No 2007 annual cash bonuses were awarded to Lakshmi Narayanan.
  • 4Base salaries were increased for Francisco D’Souza (CEO), Gordon Coburn (CFOO), Ramakrishnan Chandrasekaran (President, Global Delivery), and Rajeev Mehta (COO, Global Client Services).
  • 5Target percentages for 2008 annual cash incentive bonuses remain unchanged for all NEOs.
  • 6The 2008 bonus targets are set as a percentage of salary, with most NEOs having a 70% target award level.
  • 7Actual 2008 bonuses will be determined based on company performance after the fiscal year ends.

Frequently Asked Questions

This 8-K filing reports on the compensation decisions made by Cognizant's Board of Directors on February 14, 2008, specifically concerning changes to base salaries for Named Executive Officers and the award of 2007 annual cash bonuses. It also outlines the bonus targets for 2008.

The filing does not explicitly state the reason for Lakshmi Narayanan's reduced base salary and lack of a 2007 bonus. Such changes are typically made based on a review by the Compensation Committee, which may consider factors such as role changes, performance, or broader company compensation strategies.

No, the 2008 bonus targets represent the potential percentage of salary payable at the target award level. The actual cash incentive bonuses will be determined by the Compensation Committee after the end of the fiscal year, based on the company's actual performance against set metrics.

The Named Executive Officers affected are Lakshmi Narayanan (Vice Chairman), Francisco D’Souza (President and CEO), Gordon Coburn (Chief Financial and Operating Officer), Ramakrishnan Chandrasekaran (President and Managing Director, Global Delivery), and Rajeev Mehta (Chief Operating Officer, Global Client Services).