George Abate
CONDUENTAbout George Abate
George Abate is Conduent’s Vice President and Chief Accounting Officer (Principal Accounting Officer), designated effective August 23, 2024; he oversees the company’s accounting matters and has served as Vice President – Head of Accounting since August 2020 after various leadership roles at Conduent since 2017 and earlier at Xerox, beginning his career in KPMG’s Assurance Practice. He holds a B.S. in Accounting from Fairfield University and was age 62 at appointment; his base salary was set at $325,000 with eligibility for the Performance Incentive Plan (APIP) and Long-Term Incentive Plan (LTIP) . He signed Conduent’s Q1, Q2 and Q3 2025 periodic reports in his PAO capacity . Company performance context: revenue declined from $3,722M (2023) to $3,356M (2024) , 2024 APIP funded at 72% based on revenue, EBITDA margin and Net ARR , and Q3 2025 Adjusted EBITDA margin was 5.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Conduent | Vice President – Chief Accounting Officer (Principal Accounting Officer) | 2024–present | Oversees all company accounting matters; PAO signatory on SEC filings |
| Conduent | Vice President – Head of Accounting | 2020–2024 | Led accounting operations and controls; prepared for PAO designation |
| Conduent | Various accounting leadership roles | 2017–2020 | Progressively expanded responsibilities in accounting leadership |
| Xerox Corporation | Accounting leadership roles | Prior to 2017 | Led controls/reporting roles pre-Conduent spin; foundational experience |
| KPMG LLP | Assurance Practice | Early career | Audit/assurance foundation |
External Roles
No external directorships or committee roles disclosed for Abate .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary (USD) | $325,000 | Set upon PAO designation; eligible for APIP and LTIP |
Performance Compensation
Annual Performance Incentive Plan (APIP) – Company Design and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Funding contribution |
|---|---|---|---|---|---|---|
| Adjusted Revenue | 40% | $3,540.5M | $3,650.0M | $3,759.5M | $3,605M | 28% |
| Adjusted EBITDA Margin | 40% | 8.08% | 8.50% | 8.93% | 8.27% | 23% |
| Net ARR Activity | 20% | $89.3M | $105.0M | $120.8M | $106.5M | 21% |
| APIP Pool Funding | — | — | — | — | — | 72% total |
Notes:
- Abate participates in APIP; individual payout levels for Abate were not disclosed. The 2024 pool funding was 72%, with awards determined by individual and function performance within the funded pool .
Long-Term Incentive Program (LTIP) – 2024 Structure and Performance Mechanics
| Award type | Mix | Measurement | Targets | 2024 Result snapshot |
|---|---|---|---|---|
| RSUs (time-based) | 35% of grant | Service vesting | Vests ratably over 3 years (Dec 31, 2024/2025/2026 for Apr 1 grants) | Time-based only |
| PRSUs – Revenue Growth | 45% of grant | Avg annual revenue growth (2024–2026) | Year targets: 2024: (1.9)%; 2025: 2.0%; 2026: 3.0% (Threshold/Target/Max table in proxy) | 2024 growth was (3.14)%, equating to 54.74% for year one; final payout averages 2024–2026 |
| PRSUs – rTSR | 20% of grant | 3-yr relative TSR vs peer group | 25th percentile = 50%; Median = 100%; 75th percentile = 150%; cap at 100% if absolute TSR negative | Vests at end of period; payout per matrix |
Equity Ownership & Alignment
| Item | As of/Period | Detail |
|---|---|---|
| Beneficial ownership (shares) | March 24, 2025 | 20,117 shares |
| Shares outstanding | March 24, 2025 | 161,830,138 shares |
| Ownership (% of outstanding) | March 24, 2025 | ~0.012% (20,117 / 161,830,138) |
| Vested/unvested/options | March 24, 2025 | No company options outstanding; executives had no securities exercisable or scheduled to vest within 60 days of record date |
| Pledging/Hedging | Policy | Executives prohibited from pledging or hedging company stock; trades limited to window periods unless under Rule 10b5-1 plan |
| 10b5-1 plans | Q3 2025 | None of the company’s directors or officers adopted/terminated/modified Rule 10b5-1 trading arrangements during Q3 2025 |
| Ownership guidelines | Ongoing | Officers must hold stock equal to 1x base salary (CEO 6x, CEO direct reports 3x); retain 50% of net shares until met |
Employment Terms
| Term | Policy/Disclosure | Detail |
|---|---|---|
| PAO designation/role | 8-K appointment | Designated Principal Accounting Officer effective Aug 23, 2024; base salary $325,000; APIP/LTIP eligible |
| Employment contracts | Proxy policy | Company does not maintain written employment contracts with executive officers |
| Severance policy | U.S. Executive Severance Policy | For most senior executives (including NEOs): 52 weeks salary continuation, continued health benefits, and continued vesting during severance period, contingent on release |
| Change-in-control (CIC) | CIC Plan framework | Double-trigger; CEO 2.5x salary+target bonus; executive officers reporting directly to CEO 2.0x; accelerated vesting at target; no excise tax gross-ups (payments cut back if optimal) |
| Clawback | Compensation Recoupment Policy | Recovery of excess incentive comp for 3 completed fiscal years preceding a restatement; plus detrimental activity clawbacks |
Investment Implications
- Alignment: Abate’s compensation is primarily variable through APIP/LTIP designs linked to revenue growth and relative TSR, supporting pay-for-performance; clawback and anti-hedging/pledging strengthen alignment with long-term shareholders .
- Retention risk: As a PAO with a modest disclosed base salary ($325k) and small share ownership (~0.012%), equity incentives and ownership guideline requirements are the main retention levers; absence of individual-specific severance/CIC multiples suggests reliance on standard policy rather than bespoke protections .
- Trading signals: No 10b5-1 plans adopted in Q3 2025, combined with anti-hedging/pledging, indicates low near-term insider selling structuring; company-wide APIP funding at 72% and LTIP revenue-growth underperformance in 2024 (54.74% first-year factor) suggest constrained incentive payouts until growth accelerates .
- Governance quality: Strong say-on-pay support (96.41%), independent comp consultant, and robust clawback framework reduce governance red flags; option repricing is not permitted and options are not currently granted .
Supporting performance context: FY 2024 revenue was $3,356M vs $3,722M in FY 2023 , while Q3 2025 Adj. EBITDA margin improved to 5.2% and Adjusted Revenue was $767M, consistent with guidance .