Kathy Higgins Victor
CONDUENTAbout Kathy Higgins Victor
Independent director at Conduent (CNDT) since 2019; age 68. President and CEO of Centera Corporation, an executive development and leadership coaching firm, since 1995; previously CHRO at Northwest Airlines and HR leadership roles at The Pillsbury Co., Grand Metropolitan PLC, and Burger King. B.A. cum laude from the University of Avila. Other prior public company directorship: Best Buy (1999–2020) .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Centera Corporation | President & CEO | Executive coaching; CEO succession, governance, leadership effectiveness (since 1995) |
| Northwest Airlines | Chief Human Resources Officer | Responsible for executive compensation, benefits, labor relations |
| The Pillsbury Co.; Grand Metropolitan PLC; Burger King Corp. | HR leadership roles | Early career HR leadership positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | Director | 1999–2020 | Public company board experience; governance background |
Board Governance
- Independence: Board determined she is independent under Nasdaq and Company standards; all current directors except the CEO are independent .
- Committee assignments: Chair, Corporate Governance Committee; Member, Compensation Committee; Member, Risk Oversight Committee .
- Committee meeting cadence (2024): Audit (8), Compensation (5), Corporate Governance (5), Risk Oversight (5) .
- Attendance: In 2024, all incumbent directors attended at least 98.5% of Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman of the Board (Scott Letier); executive sessions held at each regularly scheduled meeting, including sessions of independent directors only .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid pro rata semi-annually |
| Committee chair fee (Corporate Governance) | $20,000 | Chair fee |
| Compensation Committee member fee | $12,000 | Member fee |
| Risk Oversight Committee member fee | $10,000 | Member fee |
| Annual director equity (DSUs) | $190,000 | Vested on grant; dividend equivalents credited as DSUs; clawback on pro-rata if separation mid-year |
| 2024 actual cash earned | $119,083 | Reported in Director Compensation Table |
| 2024 stock awards (DSUs) | $190,000 | Reported in Director Compensation Table |
| 2024 total director comp | $309,083 | Reported in Director Compensation Table |
| Ownership guideline | 6x cash retainer ($480,000) | Must retain 50% of shares from equity awards until threshold achieved |
| Independent consultant oversight | FW Cook advises Director compensation matters to Corporate Governance Committee | Independence confirmed; no conflicts |
Performance Compensation
- Conduent does not pay non-employee directors performance-based bonuses or options; director pay comprises cash retainers/committee fees and DSUs (vested on grant), with no APIP/PRSU metrics applied to directors .
Other Directorships & Interlocks
- Current public boards: None disclosed for Kathy Higgins Victor in 2025 proxy; prior: Best Buy (1999–2020) .
- Compensation Committee interlocks: None; during 2024, no executive officer of CNDT served on another entity’s compensation committee whose executive officer served on CNDT’s Board/Comp Committee .
Expertise & Qualifications
- Skills matrix highlights: Leadership; Boards & Corporate Governance; ESG Oversight; Public Company; Global Business .
- Human capital strategy and succession planning expertise; decades of corporate governance experience via Centera and public board service .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 213,202 |
| DSUs held (units) | 200,494 |
| Shares outstanding (record date) | 161,830,138 |
| Ownership as % of outstanding | ~0.13% (213,202 ÷ 161,830,138) |
| Director ownership guideline | $480,000 required (6x $80,000) |
Note: CNDT prohibits directors/officers from hedging or pledging company stock; insider trading windows enforced; no options currently granted by CNDT .
Governance Assessment
- Strengths: Independent director with deep HR/succession and governance expertise; chairs Corporate Governance Committee; strong attendance; anti-hedging/anti-pledging policy; director ownership guideline promotes alignment; independent consultant involved in director pay oversight; Say-on-Pay support 96.41% in 2024 indicating shareholder confidence in CNDT’s compensation governance .
- Potential conflicts: No related-party transactions disclosed involving Ms. Higgins Victor; Corporate Governance Committee administers related person policy; 2024 Icahn-related transactions resulted in termination of prior agreement and departure of Icahn-affiliated directors—reduces activist-linked interlocks; Deason Agreement noted for board composition, but not implicating Ms. Higgins Victor .
- Board effectiveness signals: Independent Chair; structured risk oversight through dedicated committee; regular executive sessions; consolidated CSR oversight under Corporate Governance Committee; committee meeting cadence consistent with oversight responsibilities .
Committee Assignments and Engagement
| Committee | Role | 2024 Meetings | Key Responsibilities (selected) |
|---|---|---|---|
| Corporate Governance | Chair | 5 | Director nominations, independence, director pay, governance policies, CSR oversight, related person transactions |
| Compensation | Member | 5 | Executive pay philosophy, NEO compensation, stock ownership guidelines, consultant oversight; FW Cook independence affirmed |
| Risk Oversight | Member | 5 | ERM oversight; technology/cyber risk; compliance/ethics program; significant risk exposures and mitigation |
Director Compensation Structure Analysis
- Mix: Cash fees plus DSUs; no meeting fees disclosed; DSUs vested on grant with dividend equivalents—alignment via equity, not options .
- Year-over-year indicators: 2024 retained DSU grant level ($190,000) and program structure; no option repricing or grants; clawback provisions apply to DSUs on separation; anti-hedging/pledging enforced .
- Independent oversight: Corporate Governance Committee reviews director pay annually; advised by FW Cook .
Related Party Transactions and Red Flags
- No related person transactions disclosed involving Ms. Higgins Victor; related-party review administered by Corporate Governance Committee .
- Anti-hedging/pledging prohibitions reduce alignment risk; no director loans disclosed; no tax gross-ups for change-in-control benefits (policy described for executives) .
- RED FLAGS: None identified specific to Ms. Higgins Victor in 2024–2025 proxy; monitor Deason Agreement influence on board composition and any future changes .
Say-on-Pay & Shareholder Feedback (context for governance climate)
- 2024 Say-on-Pay approval: 96.41% in favor—strong support for compensation governance .