COGNIZANT TECHNOLOGY SOLUTIONS CORP appointed Ravi Kumar Singisetti as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of New Chief Executive Officer - Ravi Kumar S


On January 12, 2023, the Company announced that the Board of Directors (the "Board") has appointed Ravi Kumar Singisetti (also referred to a Ravi Kumar S or Ravi Kumar) as the Company's Chief Executive Officer and as a member of the Board, in each case effective January 12, 2023 (the "Effective Date").


Mr. Kumar, age 51, joins Cognizant after a 20-year career at Infosys, where he held various leadership roles, most recently serving as President from January 2016 through October 2022. In this role, he led the Infosys Global Services Organization across all global industry segments, driving digital transformation services, consulting services, technology services, engineering services, data & analytics, cloud and infrastructure, and enterprise package applications service lines. Prior to Infosys, Mr. Kumar served in positions of increasing authority at PricewaterhouseCoopers, Cambridge Tech Partners, Oracle Corporation and Sapient. He is a member of the Board of Directors of Digimarc Corporation and TransUnion. Mr. Kumar has a bachelor's degree in Engineering from Shivaji University and an M.B.A. from Xavier Institute of Management, India.


There is no arrangement or understanding between Mr. Kumar and any other person pursuant to which Mr. Kumar was appointed as Chief Executive Officer or as a Director of the Company. Except as described herein, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Kumar has a direct or indirect material interest. There are no family relationships between Mr. Kumar and any of the Directors or officers of the Company or any of its subsidiaries.


In connection with his appointment as Chief Executive Officer, the Company provided Mr. Kumar with an offer letter (the "Offer Letter") pursuant to which Mr. Kumar has agreed to serve as the Company's Chief Executive Officer on an at-will basis. Mr. Kumar will initially be entitled to the following compensation and benefits: (i) an annual base salary in the amount of $1,000,000; (ii) annual cash incentive compensation with a target of 200% of his annual base salary in accordance with the terms of the Company's annual cash incentive compensation plan; and (iii) annual equity awards with a target grant-date value of $11,500,000, of which $4,600,000 will be time-based restricted stock units ("RSUs") vesting over a three-year period and $6,900,000 will be performance-based restricted stock units ("PSUs"). In addition, in connection with his appointment, Mr. Kumar is entitled to receive the following one-time awards: (a) PSUs with a target value of $3,000,000, and a payout range from 0% to 250% of the target measured over a four-year performance cycle (the "New Hire Award"); (b) an equity award consisting of RSUs with a grant date value of $5,000,000, vesting in substantially equal quarterly installments over the one year period following his start date (the "Buyout Award") and (c) a cash sign-on bonus of $750,000 (the "Sign-on Bonus").


The New Hire Award will be payable based on absolute total stockholder return (measured as a compound annual growth rate) of the Company's common stock over the four years starting on the January 12, 2023 (with share price adjustment downwards to account for dividends), as shown in the following table:


Performance Level Stock Price CAGR % of Target Earned 

Maximum +20% 250% 

Above Target +17% 200% 

Target +15% 100% 

Threshold +10% 50% 


These amounts would correlate to an absolute growth rate for the Company's common stock of 46% for Threshold performance, 75% for Target performance, 87% for Above Target performance and 107% for Maximum performance. 


Pursuant to the terms of the Offer Letter, Mr. Kumar is required to hold all shares of common stock received upon vesting of the Buyout Award for four years following his start date. 


The Offer Letter provides that upon employment, Mr. Kumar will enter into an Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement in the form attached to the Offer Letter, which is generally consistent with the form agreement applicable to executive officers of the Company, as modified in certain respects for an individual serving as Chief Executive Officer of the Company (the "Kumar Employment Agreement"). 


This description of the Offer Letter and Kumar Employment Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and the Employment Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and each of which is incorporated herein by reference.


Former Chief Executive Officer - Brian Humphries


On January 9, 2023, the Board determined that it would replace Mr. Humphries as the Company's Chief Executive Officer and asked him to step down as a member of the Board of Directors, effective January 12, 2023. On January 9, 2023, Mr. Humphries agreed to resign from the Board, effective January 12, 2023. To facilitate the transition, Mr. Humphries is expected to remain with the Company as a special advisor until March 15, 2023 (the "Separation Date"), at which point Mr. Humphries' employment with Cognizant Worldwide Limited ("CWW"), a subsidiary of the Company, will terminate.


In connection with Mr. Humphries' transition in role, on January 9, 2023, Mr. Humphries, CWW and the Company entered into a Letter Agreement (the "Letter Agreement"), pursuant to which Mr. Humphries will remain an employee of CWW and will continue to receive his existing base salary and vesting of outstanding equity awards pursuant to their terms through the Separation Date. In addition, subject to Mr. Humphries' execution and non-revocation of a release of claims against the Company and his continued compliance with certain restrictive covenants as set forth in his Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement dated April 1, 2019 entered into between Mr. Humphries and CWW (as amended by a letter agreement dated as of December 9, 2022, (the "Humphries Employment Agreement")), if he remains with the Company through the Separation Date: (i) he will receive in March 2023 his annual cash incentive for 2022 based on the Company's actual performance, (ii) he will receive continued payment of his salary and benefits through the Separation Date, (iii) his outstanding equity awards will continue to vest in accordance with their terms through the Separation Date, (iv) he will receive payment for his accrued but untaken vacation and (v) following the Separation Date, he will receive the severance benefits to which he would have been entitled upon a termination of employment by the Company without Cause (as defined in the Humphries Employment Agreement) under the Humphries Employment Agreement (including an amount equal to his annual base salary, payable over a one-year period in installments, a lump-sum cash amount equal to his target annual cash incentive for 2023) and accelerated vesting of certain time-based equity awards. 


This description of the Letter Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.