8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Sep 18, 2012)

Filed September 18, 2012For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) announced a change in its Board of Directors on September 16, 2012, via an 8-K filing. The company expanded its board from nine to ten members and appointed Leo S. Mackay, Jr. to fill the new vacancy. Mr. Mackay's appointment is effective until the 2015 Annual Meeting of Stockholders. He brings a wealth of experience from his tenure at Lockheed Martin Corporation, where he held significant leadership roles including Vice President of Ethics and Sustainability and Vice President of Corporate Business Development. Mr. Mackay's appointment also includes his membership on the Company's Audit Committee. The Board has determined that Mr. Mackay meets the independence requirements set by NASDAQ and the SEC. His compensation includes an award of deferred restricted stock units valued at $160,000, which will vest over three years, and stock options to purchase 10,000 shares at an exercise price of $71.00, vesting over two years. These appointments and compensation arrangements reflect the company's ongoing governance and board composition strategies.

Key Highlights

  • 1Cognizant expanded its Board of Directors from nine to ten members.
  • 2Leo S. Mackay, Jr. was appointed as a new Class III Director.
  • 3Mr. Mackay will serve on the Board until the 2015 Annual Meeting of Stockholders.
  • 4Mr. Mackay has been appointed as a member of the Company's Audit Committee.
  • 5The Board has confirmed Mr. Mackay's independence according to NASDAQ and SEC regulations.
  • 6Mr. Mackay received a compensation package including $160,000 in deferred restricted stock units vesting over three years.
  • 7Mr. Mackay was also granted 10,000 stock options at an exercise price of $71.00, vesting over two years.

Frequently Asked Questions

Leo S. Mackay, Jr. is a seasoned executive with significant experience at Lockheed Martin Corporation, where he served as Vice President, Ethics and Sustainability and previously as Vice President, Corporate Business Development. He also held leadership roles at ICGS LLC and ACS State Healthcare LLC. He holds a Ph.D. in Public Policy from Harvard University.

The Board size was increased from nine to ten members to accommodate the appointment of Leo S. Mackay, Jr., filling a newly created vacancy, upon the recommendation of the Nominating and Corporate Governance Committee.

Mr. Mackay will receive compensation in line with the company's non-employee director guidelines. This includes an award of 2,253 deferred restricted stock units valued at $160,000, which vest over three years, and stock options to purchase 10,000 shares of Class A Common Stock at an exercise price of $71.00 per share, vesting over two years.

No, the Board has determined that Mr. Mackay has no relationships with Cognizant or its subsidiaries that would compromise his independence under the rules of the NASDAQ Stock Market and the SEC.