01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
Cognizant Technology Solutions (CTSH) disclosed in this May 28, 2025 Form 8-K (Item 5.02) that SVP, Controller and Chief Accounting Officer Robert Telesmanic will retire effective July 1, 2025, and will stay on as a non-executive officer and special advisor through December 31, 2025 to support an orderly handover.
The Board approved Alina Kerdman, a 16-year Cognizant veteran currently serving as SVP, Assistant Global Controller, as his successor effective the same date. The filing is a governance and leadership-continuity event rather than a financial-results event, and no financial performance data is reported. Kerdman's offer letter sets annual target compensation of $1.2 milliona: $400,000 base salary, a $200,000 cash incentive target, and $300,000 each in PSUs and time-based RSUs.
To align her 2025 equity with the new target, she receives a $150,000b RSU transition award and a PSU transition award of about $50,411, both granted July 1, 2025. Her executive employment agreement includes double-trigger change-in-control severance (2x base salary and 2x target bonus), a 1x base salary and target bonus severance on involuntary termination outside a change in control, and a one-year non-compete and non-solicit. The company also intends to enter an indemnification agreement with her.
For investors, the key points are the orderly, internally sourced succession and the modest incremental compensation. The transition is planned well in advance with a six-month overlap, which reduces the risk of disruption to financial reporting and internal controls during the appointment.
The incremental equity grants are small relative to the company's overall compensation program. Investors may still watch for any change in reporting quality as the new CAO takes over.
02—Key points
Key Highlights
- Robert Telesmanic, SVP, Controller and Chief Accounting Officer, will retire effective July 1, 2025, and will remain as a non-executive special advisor through December 31, 2025 to support the transition.
- Alina Kerdman, an internal 16-year Cognizant veteran (joined 2010 from Ernst & Young) currently serving as SVP, Assistant Global Controller, was appointed as successor effective July 1, 2025.
- Kerdman's annual target compensation is $1.2 million: $400,000 base salary, $200,000 annual cash incentive target, and $300,000 each in PSUs and time-based RSUs.
- One-time transition awards for 2025 include a $150,000 RSU grant and a PSU grant of approximately $50,411, both granted July 1, 2025, to align her total 2025 equity with the new target.
- Severance terms include 1x base salary plus 1x target bonus on involuntary termination outside a change in control, and 2x each if termination occurs within 12 months after a change in control.
- The succession is planned with a six-month overlap period, which supports continuity of financial reporting and internal controls.
- The filing contains no financial results, guidance, or other material financial metrics for the period.
03—Questions
Frequently Asked Questions
Why is Cognizant's Chief Accounting Officer leaving?
The filing states that Robert Telesmanic notified the company on May 23, 2025 of his plans to retire. It does not disclose any disagreement with the company or any other reason for the departure, and he remains with the company through December 31, 2025 as a special advisor.
Who is replacing the CAO and what is her background?
Alina Kerdman, age 44, will become SVP, Controller and Chief Accounting Officer effective July 1, 2025. She has been at Cognizant since 2010, most recently as SVP, Assistant Global Controller since December 2023. Before joining Cognizant, she worked at Ernst & Young starting in 2001, and she holds a bachelor's degree in accounting and finance from NYU Stern.
How much will the new CAO be paid?
Her annual target compensation is $1.2 million, made up of a $400,000 base salary, a $200,000 cash incentive target, and $300,000 each in PSUs and RSUs. In 2025 she also receives transition awards of a $150,000 RSU grant and a PSU grant of about $50,411, both granted July 1, 2025.
Does the transition create any risk to financial reporting?
The filing describes an orderly handover, with the outgoing CAO staying on as a special advisor through December 31, 2025. Kerdman is an internal candidate with long experience in controllership and external reporting, which lowers transition risk. The filing does not address any issues with current financial reporting or internal controls.
Are there any change-in-control or severance protections for the new CAO?
Yes. If she is involuntarily terminated outside a change in control, she receives 1x base salary and 1x target bonus, plus benefits. If termination occurs within 12 months after a change in control, the amounts double to 2x. Her equity vesting also accelerates under specified conditions, and the agreement includes a one-year non-compete and non-solicit.
04—Continue