Cognizant CEO Ravi Kumar to make $7 mn in annual salary, gets $750,000 sign-in bonus


BENGALURU: The new Cognizant CEO Ravi Kumar has the potential to make nearly $7 million in annual compensation and other equity awards subject to meeting certain performance-related metrics and stockholder return. Kumar is offered an annual base salary of $1 million, Cognizant’s regulatory filing on Thursday showed. He gets an annual cash incentive compensation with a target of 200% of his annual base ( upto $2 million), in accordance with the terms of the company’s annual cash incentive compensation plan. In addition, he is offered a one-time new hire award of $5 million within one year of his joining based on stockholder return, $3 million as PSUs over four years subject to meeting stock price performance, and $750,000 as a sign-in bonus.
“Kumar is entitled to 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 filing showed. 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 January 1.
The regulatory filing showed on January 9, the board determined that it would replace Humphries as the company’s CEO and asked him to step down as a member of the board of directors, effective January 12. “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.” During the transition period, Humphries will continue to receive an annual base salary at the annual rate of 1,150,000 Swiss francs and he will receive this payment regardless of whether he is still an employee of the company. Cognizant will pay Humphries relocation expenses of up to $50,000. “The company will continue to pay KPMG on your behalf for services related to your tax preparation and filing for tax years 2022, 2023, and 2024 on a basis consistent with past practices,” the filing said.
Cognizant CEO Brian Humphries received a total compensation of $13.8 million in 2020, according to the company’s 2021 proxy statement filing with the US SEC. It’s less than the $15.9 million he received in 2019.

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