8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Feb 16, 2023)

Filed February 16, 2023For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) announced on February 16, 2023, a significant addition to its Board of Directors with the appointment of Nella Domenici, effective February 21, 2023. Ms. Domenici, a seasoned executive with extensive experience in strategic finance, corporate strategy, and capital markets, including her recent role as CFO of Dataminr and prior experience at Bridgewater Associates, Citadel Investment Group, and Credit Suisse, has been deemed an independent director. Her appointment is expected to bolster the Board's financial acumen and strategic oversight. Ms. Domenici's compensation for her directorship will include a pro-rated cash retainer and a pro-rated restricted stock unit grant, vesting one year after issuance. The company also indicated upcoming committee assignments for Ms. Domenici and another new director, Eric Branderiz, with Ms. Domenici anticipated to join the Finance and Strategy Committee and the Governance and Sustainability Committee, aiming to optimize committee composition.

Key Highlights

  • 1Nella Domenici appointed to the Board of Directors, effective February 21, 2023, and deemed an independent director.
  • 2Ms. Domenici brings substantial experience in strategic finance, corporate strategy, operations, and capital markets, having held CFO roles at Dataminr and Bridgewater Associates.
  • 3Her appointment is intended to enhance the Board's expertise, particularly in financial matters.
  • 4Ms. Domenici will receive a pro-rated annual cash retainer of $29,315.
  • 5She will also receive a pro-rated grant of restricted stock units valued at $61,562, vesting one year from the grant date.
  • 6Ms. Domenici is expected to be appointed to the Finance and Strategy Committee and the Governance and Sustainability Committee.
  • 7The Board is evaluating committee compositions following this appointment and the prior appointment of Eric Branderiz.

Frequently Asked Questions

Nella Domenici is a seasoned executive with extensive experience in strategic finance management, corporate strategy, operations, and capital markets. She has held senior financial roles, including CFO at Dataminr and Bridgewater Associates. Her appointment to Cognizant's Board of Directors, effective February 21, 2023, is aimed at leveraging her significant expertise to enhance the Board's strategic and financial oversight.

Ms. Domenici's compensation for her directorship will consist of a pro-rated cash retainer of $29,315 and a pro-rated grant of restricted stock units valued at $61,562. The stock grant will vest on February 21, 2024, one year from the grant date.

It is currently expected that Ms. Domenici will be appointed to the Board's Finance and Strategy Committee and its Governance and Sustainability Committee. This follows an evaluation of committee compositions to optimize director skills and diverse backgrounds.

Yes, the filing also notes the appointment of Eric Branderiz to the Board effective February 21, 2023, and that Maureen Breakiron-Evans will not stand for re-election at the 2023 Annual Meeting of Shareholders. The Board is also evaluating committee assignments for Mr. Branderiz, who is anticipated to join the Audit Committee and the Compensation and Human Capital Committee.