CONDUENT INC (CNDT)
Sector: Industrials
2026 Annual Meeting Analysis
CONDUENT INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Agadi joined the board in 2025 and became CEO in January 2026, so he has been a director for over 24 months measured from his 2025 board appointment but less than the full 3-year window; however, as the sitting CEO and an executive director he is subject to the same TSR trigger — CNDT's 3-year return of -56.7% trails the compensation peer group median by 36.0 percentage points, well above the 20pp threshold that applies when absolute TSR is negative, triggering a vote AGAINST; the 5-year gap of -55.1pp against the peer median similarly exceeds the 20pp threshold so no 5-year mitigant applies; his tenure is also too short to provide meaningful mitigation given that underperformance predates his appointment, but the policy does not exempt executive directors from the trigger.
Mr. Letier has served on the board since 2018, meaning his tenure fully overlaps the 3-year underperformance period; CNDT's 3-year return of -56.7% trails the compensation peer group median by 36.0 percentage points, exceeding the 20pp trigger threshold that applies when absolute TSR is negative; the 5-year peer gap of -55.1pp also exceeds the 20pp threshold so the 5-year mitigant does not apply, and no exemption applies given his long tenure.
Ms. Paláu-Hernández has served since 2019, fully overlapping the 3-year underperformance period; CNDT's 3-year return of -56.7% trails the compensation peer group median by 36.0 percentage points, well above the 20pp trigger threshold for negative absolute TSR; the 5-year peer gap of -55.1pp also exceeds the 20pp threshold so the 5-year mitigant does not rescue this director, and she also currently holds a seat at Icahn Enterprises in addition to CNDT, which does not itself trigger the overboarding rule (that requires 4+ seats), though it is noted for context.
For Analysis
Mr. Fucci joined the board in October 2025, which is well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he has strong relevant qualifications including 40+ years at Deloitte and current service on two other public company boards, and all meeting attendance was above the 99% threshold.
Ms. Van joined the board in March 2026, which is well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; she brings relevant audit expertise as a CPA and Certified Internal Auditor and her meeting attendance is not yet measurable given her recent appointment.
The TSR underperformance trigger fires for three of the five nominees — Letier (director since 2018), Paláu-Hernández (director since 2019), and Agadi (executive director/CEO) — because CNDT's 3-year price return of -56.7% trails the compensation peer group median by 36 percentage points, exceeding the 20pp threshold applicable when absolute TSR is negative, and the 5-year gap of -55.1pp similarly exceeds that threshold so no mitigant applies. Fucci and Van are exempt as new directors within 24 months of joining. Vote AGAINST Agadi, Letier, and Paláu-Hernández; FOR Fucci and Van.
Say on Pay
✗ AGAINSTCEO
Clifford Skelton
Total Comp
N/A
Prior Support
95%%
The prior year Say on Pay received 95% support, so no repeat-dissent concern applies, and the pay mix is broadly appropriate with roughly 88% of CEO pay reported as variable. However, the pay-for-performance alignment check fails: Conduent's stock fell approximately 57% over 3 years while the compensation peer group median returned -20.7% — a gap of 36 percentage points — meaning shareholders experienced severe underperformance while the company granted above-benchmark long-term incentive equity awards to the CEO (reported value of $6.0M in stock awards in 2025 against a base salary of $835,000) and other named executives. Additionally, although the Compensation Committee did reduce the short-term bonus pool below formula, it also cancelled performance stock shares (APIP Shares) that were already granted and then paid cash bonuses anyway, which partially offsets the dilution reduction but still results in incentive pay being delivered in a year of continued revenue decline and stock price deterioration. The combination of large above-benchmark equity grants during a period of sustained, severe underperformance relative to peers means incentive pay was not earned in line with the shareholder experience, warranting a vote AGAINST.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
10 yrs
Audit Fees
$3,000,000
Non-Audit Fees
$0
PwC has served as Conduent's auditor since 2016 (approximately 10 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees were $0 in 2025 against $3.0M in audit fees, meaning the non-audit ratio is 0% — far below the 50% threshold that would trigger a concern; PwC is a Big 4 firm appropriate for a company of Conduent's size and complexity, and no material financial restatements were identified.
Overall Assessment
Conduent's 2026 annual meeting ballot presents three standard proposals; the dominant governance concern is sustained, severe stock price underperformance — the stock has lost approximately 57% over three years while the compensation peer group median declined only 21% — which drives AGAINST votes on three of five director nominees (Agadi, Letier, Paláu-Hernández) and on the Say on Pay proposal, while auditor ratification passes cleanly given zero non-audit fees and a 10-year tenure well below the policy threshold.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing