Clifford Skelton
CONDUENTAbout Clifford Skelton
Clifford Skelton is President & CEO of Conduent (age 69), serving as CEO since February 25, 2020 after interim CEO (Aug 2019–Feb 2020) and COO (Jun–Aug 2019) . He holds a BA from USC and an MPA from Harvard Kennedy School, is a former Navy fighter pilot (20+ years), and brings client services, financial, and operational leadership from Fiserv, Ally Financial, and Bank of America . Conduent reported approximately $3.4B revenue in 2024 and ~$3.7B in 2023, with 2024 compensation metrics tied to Adjusted Revenue, Adjusted EBITDA margin, Net ARR and multi‑year PRSUs for Revenue Growth and rTSR; the APIP funded at 72% of target for 2024 based on results (Adjusted Revenue $3,605M; Adjusted EBITDA margin 8.27%; Net ARR $106.5M) . Say‑on‑pay support remained strong: 96.41% in 2024 and 96.8% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Conduent | COO | Jun 2019–Aug 2019 | Operational leadership prior to appointment as interim CEO |
| Conduent | Interim CEO | Aug 2019–Feb 2020 | Stabilized leadership; led transition to permanent CEO |
| Conduent | President & CEO | Feb 2020–present | Growth/efficiency plan execution; pay aligned to revenue growth, rTSR |
| Fiserv Output Solutions | President | Mar 2017–Jun 2019 | Led client service operations; transformation experience |
| Fiserv | Group President & CIO | Apr 2012–Mar 2017 | Technology and operations leadership; enterprise scale |
| Ally Financial; Bank of America | Various leadership roles | Not disclosed | Financial services operations, client services expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 826,808 | 835,000 | 835,000 |
| Stock Awards ($) | 4,249,995 | 4,999,996 | 4,999,997 |
| Non‑Equity Incentive ($) | 789,075 | 638,775 | 901,800 |
| All Other Compensation ($) | — | — | 15,000 |
| Total ($) | 5,865,878 | 6,473,771 | 6,751,797 |
| 2024 Target Pay Design (as of 12/31/2024) | Value/Percent |
|---|---|
| Base Salary | $835,000 |
| Target Short‑Term Incentive (% of Salary) | 150% |
| Target Long‑Term Incentive | $5,000,000 |
| Target Total Direct Compensation | $7,087,500 |
| CEO pay mix variable/at‑risk | 88% |
Performance Compensation
| APIP 2024 Metric | Weight | Threshold | Target | Max | Actual Result | Achievement | Funding Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue ($M) | 40% | 3,540.5 | 3,650.0 | 3,759.5 | 3,605.0 | 69.2% | 28% |
| Adjusted EBITDA Margin (%) | 40% | 8.08 | 8.50 | 8.93 | 8.27 | 58.5% | 23% |
| Net ARR Activity ($M) | 20% | 89.3 | 105.0 | 120.8 | 106.5 | 104.8% | 21% |
| Total APIP Funding | — | — | — | — | — | — | 72% |
| CEO Payout vs Target | — | — | — | — | — | — | $901,800 (72% of $1,252,500 target) |
| 2024 LTIP Structure | Details |
|---|---|
| Vehicles and mix | 35% RSU; 45% PRSU—Revenue Growth; 20% PRSU—rTSR |
| RSU vesting | 1/3 on Dec 31, 2024/2025/2026 (Apr 1, 2024 grants) |
| PRSU—Revenue Growth | 3‑year cliff vest 12/31/2026; annual growth targets: 2024 −1.9% target, (3.27)% threshold; 2024 actual −3.14% → 54.74% for first year; averaged over 2025/2026 |
| PRSU—rTSR | 3‑year cliff vest 12/31/2026; payout 50% at 25th percentile, 100% at median, 150% at ≥75th; capped at 100% if absolute TSR negative; total value cap 6x target |
| CEO 2024 grants (shares) | RSU 535,168; PRSU—Revenue Growth: 344,037 (thresh), 688,073 (target), 1,032,110 (max); PRSU—rTSR: 156,193 (thresh), 312,385 (target), 468,578 (max) |
| Outstanding Equity at FY‑end 2024 | Units | Market Value (at $4.04) |
|---|---|---|
| RSU (4/1/2024) | 356,779 | $1,441,387 |
| RSU (4/1/2023) | 242,954 | $981,534 |
| PRSU—Revenue Growth (4/1/2024) | Target 688,073 | $2,779,815 |
| PRSU—rTSR (4/1/2024) | Max 468,578 | $1,893,055 |
| PRSU—Revenue Growth (4/1/2023) | Threshold 255,102 | $1,030,612 |
| PRSU—rTSR (4/1/2023) | Target 254,169 | $1,026,843 |
| Stock Vested in 2024 | Shares | Value Realized |
|---|---|---|
| Clifford Skelton | 557,824 | $2,253,609 (includes tax withholding) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,069,340 shares (1.28% of outstanding as of 3/24/2025) |
| Ownership guidelines (officers) | CEO 6x salary; retain 50% of net shares until met |
| Hedging/pledging | Prohibited; trading limited to window periods; no 10b5‑1 plans as of 12/31/2024 |
| Director ownership guidelines | Not applicable to Skelton as employee; non‑employee directors: 6x cash retainer |
| Alignment features | High equity mix (88% at‑risk); PRSUs tied to multi‑year Revenue Growth and rTSR |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment contract | No written employment contract; NEOs serve at will |
| U.S. Executive Severance Policy | 52 weeks base salary; continued health benefits (excl. disability/401k); continued vesting during severance; subject to release |
| CIC Severance (double trigger) | CEO: 2.5x base + target bonus lump sum; 12 months welfare benefits + lump‑sum value of 12 months premiums; accelerated vest at target; cut to avoid excise tax if beneficial |
| Retirement provisions (LTIP) | If eligible (Skelton eligible as of 12/31/2024): RSUs continue per schedule; PRSUs vest per schedule based on actual performance, pro‑rated except 2024 PRSU—Revenue Growth continues without proration; conditions apply |
| Clawback | SEC/Nasdaq‑compliant policy for restatements; additional detrimental‑activity rescission and recovery |
| Potential Payments (as of 12/31/2024) | Retirement | Involuntary (No Cause) | CIC + Qualifying Termination | Death/Disability |
|---|---|---|---|---|
| Cash Severance ($) | — | 835,000 | 5,218,750 | — |
| Non‑Equity Incentive ($) | — | 901,800 | 901,800 | 901,800 |
| Equity Incentive Awards ($) | 6,650,103 | 6,286,309 | 9,552,893 | 8,214,495 |
| Healthcare Benefits ($) | — | — | — | — |
| Total ($) | 6,650,103 | 8,023,109 | 15,673,443 | 9,116,295 |
Board Governance
- Board service history: Director since 2019; non‑independent (management) . Independent Chairman: Scott Letier; executive sessions include independent‑only sessions each meeting .
- Committees: All standing committees composed solely of independent directors (Audit; Compensation; Corporate Governance; Risk Oversight) .
- Attendance: Board met 11 times in 2024; all incumbent directors attended at least 98.5% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Director compensation: Skelton receives no additional fees for board service as an employee . Non‑employee director cash and DSU program detailed (retainers, chair/member fees, $190k DSU grants) .
- Independence/dual‑role implications: CEO serving as director is mitigated by an independent Chairman structure and independent committees, reducing dominance risk while enabling alignment between management and Board .
Compensation Committee & Peer Benchmarking
- Compensation Committee members (2024–2025): Independent directors; retained FW Cook as independent advisor; reviews market medians; sets multi‑metric plans .
- Peer groups: 2023/2024 peers include ALIT, CACI, GIB, CNXC, CSGS, EXLS, G, ICFI, MMS, TIXT, TNET, MDRX; TaskUs added; Leidos and Veradigm removed in Aug 2024 .
Performance & Track Record
- 2024 execution: APIP funded at 72% driven by Adjusted Revenue $3,605M (below target), Adjusted EBITDA margin 8.27% (below target), Net ARR $106.5M (slightly above target); strong year in new capabilities sales, pipeline, and client retention; repurchased 52M shares and prepaid term loans using divestiture proceeds .
- Prior LTIP outcomes: 2022 PRSU—Share Hurdle awards were not earned and were forfeited by 12/31/2024 for NEOs; 2023 PRSU—Revenue Growth achieved 66.25% for 2023, 0% for 2024 (averaged with 2025) .
Risk Indicators & Policies
- No option repricing; no tax gross‑ups; anti‑hedging/anti‑pledging; trading windows only; robust clawback .
- Related party transitions: Icahn agreement terminated in June 2024 after repurchase of ~38M shares from Icahn shareholders; Icahn‑affiliated directors resigned then; transactions disclosed .
- Director independence: All directors except Skelton independent under Nasdaq and company guidelines .
Equity Ownership & Director/Officer Share Data
| Beneficial Owner | Shares | % Class |
|---|---|---|
| Clifford Skelton | 2,069,340 | 1.28% |
Investment Implications
- Pay‑for‑performance alignment: High equity mix (88% variable), multi‑year PRSUs tied to Revenue Growth and rTSR, capped rTSR if absolute TSR negative; supports shareholder alignment while balancing downside .
- Retention risk: Retirement eligibility with favorable LTIP continuation could facilitate an orderly transition but heightens timing sensitivity; double‑trigger CIC protection at 2.5x pay provides stability in change‑of‑control scenarios .
- Insider selling pressure: Material vesting ($2.25M realized in 2024; 557,824 shares) implies ongoing sell‑to‑cover needs in windows; absence of 10b5‑1 plans as of YE2024 concentrates any discretionary sales into open windows .
- Governance mitigants for CEO/director dual role: Independent Chairman, independent committees, and high meeting attendance mitigate independence concerns; strong say‑on‑pay support indicates investor acceptance of program design .
- Execution watch‑items: 2024 revenue and margin under targets drove APIP below 100% (72% funded); 2024 PRSU‑Revenue Growth first‑year outcome at 54.74% and prior share‑hurdle PRSUs not earned suggest performance headwinds—monitor revenue trajectory and rTSR relative peers through 2026 .