8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Dec 14, 2017)

Filed December 14, 2017For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) announced a key change to its Board of Directors via an 8-K filing on December 14, 2017. The company appointed Joseph M. Velli as a new director, filling a newly created vacancy and immediately assigning him to the Audit Committee. Mr. Velli brings a wealth of experience from senior executive roles at major financial institutions like The Bank of New York (BNY Mellon) and as CEO of Convergex Group, LLC, as well as current board positions at public companies such as Paychex, Inc. and Computershare Limited. His appointment is intended to leverage his financial and operational expertise to support the company's strategic direction and governance. This move signals the board's commitment to strengthening its oversight and leveraging diverse, seasoned leadership.

Key Highlights

  • 1Appointment of Joseph M. Velli to the Board of Directors, effective December 12, 2017.
  • 2Mr. Velli has been appointed as a member of the Board's Audit Committee.
  • 3Mr. Velli brings extensive experience from leadership roles at The Bank of New York (BNY Mellon) and as CEO of Convergex Group.
  • 4He currently serves on the boards of Paychex, Inc. and Computershare Limited, demonstrating relevant public company board experience.
  • 5Mr. Velli is considered an independent director under Nasdaq listing rules.
  • 6Compensation for Mr. Velli includes a pro-rated cash retainer, a pro-rated restricted stock unit grant vesting in December 2018, and per-meeting fees for committee service.
  • 7Robert E. Weissman retired from the Board of Directors on December 14, 2017.

Frequently Asked Questions

Cognizant appointed Joseph M. Velli to its Board of Directors to fill a newly created vacancy. This appointment is intended to leverage his extensive financial, operational, and governance experience to strengthen the board's oversight and strategic guidance.

Mr. Velli has a strong background in financial services and technology-enabled services. He held senior executive positions at The Bank of New York (now BNY Mellon) for 22 years, overseeing various global services. He also served as Chairman and CEO of Convergex Group, a brokerage services provider. His current board roles at Paychex and Computershare further enhance his suitability, bringing experience in areas like corporate development, remuneration, and global operations.

Mr. Velli will receive a pro-rated cash retainer of $43,397 for his service between the 2017 and 2018 annual meetings. He will also receive a pro-rated grant of restricted stock units valued at $101,260, vesting on December 12, 2018. Additionally, he will be compensated $1,500 per meeting for service on the Audit Committee and any other board committees, excluding telephonic meetings of 30 minutes or less.

Yes, the Board has determined that Mr. Velli qualifies as an independent director under the rules of The Nasdaq Stock Market, LLC.