COGNIZANT TECHNOLOGY SOLUTIONS COR (CTSH)
Sector: Information Technology
2026 Annual Meeting Analysis
COGNIZANT TECHNOLOGY SOLUTIONS COR · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 13 director nominees
Against Analysis
Abdalla has served since 2015, giving him full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger for low-positive absolute returns, and the 5-year return of -17.9% confirms this is sustained underperformance rather than a temporary dip, so the 5-year mitigant does not apply.
Bali has served since 2020, giving her full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Deskus has served since 2020, giving her full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Dineen has served since 2017, giving him full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Kumar joined as CEO and director in January 2023, which is just over 24 months ago and therefore outside the new-director exemption; as an executive director he is subject to the same TSR trigger as other directors, and Cognizant's 3-year return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, with the 5-year mitigant unavailable due to the sustained negative 5-year return of -17.9%; while Kumar joined partway through the underperformance period, his tenure now meaningfully overlaps the measurement window.
Mackay has served since 2012, giving him full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Patsalos-Fox has served since 2012, giving him full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Rohleder joined in 2022, which is more than 24 months ago, so he is subject to the TSR trigger; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% means the 5-year mitigant does not rescue this vote; while he joined during an already-underperforming period, his three-plus years of tenure now meaningfully overlaps the full measurement window.
Velli has served since 2017, giving him full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
Wijnberg has served since 2019, giving her full overlap with the 3-year underperformance period; Cognizant's 3-year stock return of +5.8% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points, exceeding the 50-point trigger, and the 5-year return of -17.9% confirms sustained underperformance, so the 5-year mitigant does not apply.
For Analysis
Branderiz joined the board in 2023, which is within the 24-month exemption window from the TSR trigger, so he is exempt from the underperformance test; no other policy flags apply.
Schot joined the board in 2023 and is within the 24-month new-director exemption from the TSR trigger; no other policy flags apply.
Silvent joined the board in 2024 and is clearly within the 24-month new-director exemption from the TSR trigger; no other policy flags apply.
The TSR underperformance trigger fires for 10 of 13 directors: Cognizant's 3-year stock return of +5.8% falls 65.8 percentage points below the S&P 500 Index Benchmark (^GSPC — S&P 500), exceeding the 50-point threshold for low-positive absolute returns, and the 5-year return of -17.9% confirms this is sustained underperformance rather than a temporary trough, eliminating the 5-year mitigant. Three directors — Branderiz, Schot, and Silvent — joined within the past 24 months and are exempt from the trigger; all other nominees with meaningful tenure during the underperformance period receive AGAINST votes.
Say on Pay
✓ FORCEO
Ravi Kumar
Total Comp
$21,532,448
Prior Support
94%%
The CEO's total pay of approximately $21.5 million is within a reasonable range for a large-cap technology services company of Cognizant's scale (~$29B market cap), and the compensation structure is strongly performance-oriented — 93% of the CEO's target pay is variable, split between short-term cash incentives and long-term equity including performance stock awards tied to relative and absolute metrics such as revenue growth, adjusted EPS, and relative total shareholder return. The company received 94% shareholder support in 2025 and 92% in 2024, reflecting no material shareholder concern requiring a change of course. While Cognizant's stock has underperformed the broader market, the performance stock awards for the most recent completed 3-year cycle (2023–2025) paid out at only 57% of target, demonstrating that the incentive plan is actually penalizing executives for underperformance and functioning as intended.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm and fully appropriate for a company of Cognizant's size and global complexity; auditor tenure was not explicitly disclosed in the proxy text provided so the tenure trigger cannot be confirmed, and per policy we vote FOR when tenure cannot be determined from available data; no fee data was included in the extracted filing sections provided, so no non-audit fee ratio concern can be assessed, and no material restatement issues are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Adopt shareholder right to act by written consent
The right to act by written consent is a mainstream governance improvement that allows shareholders to take action between annual meetings without waiting for a formal meeting to be called — it is widely viewed as a pro-shareholder structural right that reduces the board's ability to delay or block shareholder-initiated actions. Cognizant currently has no written consent right, so adopting one would be a genuine improvement to shareholder rights, not a redundant ask. While the board opposes the proposal and the filer identity is not fully clear from the provided text, the nature of the ask — a standard governance structural reform — warrants support on the merits under our policy framework.
Overall Assessment
Cognizant's 2026 ballot presents a company where the core compensation program is reasonably structured and pay-for-performance is functioning, supporting a FOR vote on Say on Pay, but sustained stock underperformance — the stock has trailed the S&P 500 Index Benchmark (^GSPC — S&P 500) by 65.8 percentage points over three years and is down nearly 18% over five years — triggers AGAINST votes for 10 of the 13 director nominees under the TSR accountability policy, with only three recently-joined directors exempt. The auditor ratification warrants support, and the written consent shareholder proposal merits support as a standard governance improvement.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing