Mark Prout
CONDUENTAbout Mark Prout
Executive Vice President, Chief Information & Technology Officer (CITO) of Conduent. Joined Conduent as Head of IT in June 2019 and appointed EVP, CITO in September 2019; prior roles include CTO at Fiserv (2005–2019), CIO at Cendian Corporation, and 13 years in engineering/innovation roles at UPS. Holds a Bachelor’s degree in business management and programming from Southern Illinois University, Carbondale; age 61 as of the 2024 Form 10-K. Compensation is tied to Adjusted Revenue, Adjusted EBITDA Margin, and Net ARR Activity in the annual plan (2024 APIP funded at 72%), and to three-year Revenue Growth and relative TSR in the LTIP; 2023 and 2024 revenue growth metrics measured for PRSUs were -3.36% and -3.14%, respectively. Beneficial ownership: 356,085 CNDT shares as of March 24, 2025 (less than 1% of outstanding). Anti-hedging/anti-pledging policy applies and no 10b5-1 plans in place as of 12/31/2024.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Conduent | Head of Information Technology → EVP, Chief Information & Technology Officer | Joined June 2019; appointed EVP/CITO Sept 2019 | Leads enterprise technology, IT infrastructure, platforms, and application development aligned to go‑to‑market offerings. |
| Fiserv | Chief Technology Officer and other IT leadership roles | 2005–2019 | Oversaw engineering, architecture, services, data center consolidation, and cloud strategy enterprise‑wide. |
| Cendian Corporation | Chief Information Officer | Pre‑2005 | Technology leadership in chemical logistics venture; CIO responsibilities. |
| United Parcel Service (UPS) | Development, engineering, and innovation leadership roles | 13 years | Built engineering/innovation capabilities; foundational technology experience. |
External Roles
No public-company board directorships or external board roles disclosed in Conduent filings or leadership biography.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 450,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| All Other Compensation ($) | 3,050 | 3,630 | 6,767 |
| Notes | Executive financial/tax planning up to $15,000 and executive physicals up to $5,000 were approved for CEO and CEO direct reports in Aug-2024. |
Performance Compensation
Annual Performance Incentive Plan (APIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Funding |
|---|---|---|---|---|---|---|
| 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% |
| Corporate Funding | 72% of target |
- Individual payout: Target $337,500; Actual $243,000 (72% of target).
Long-Term Incentive Program (LTIP) – 2024 Structure
- Mix: 35% RSUs (time-based), 45% PRSUs – Revenue Growth, 20% PRSUs – relative TSR (vs proxy peer group).
- RSUs vest ratably 1/3 on Dec 31, 2024/2025/2026 (for Apr 1, 2024 grant).
- PRSUs cliff-vest after measurement period (Dec 31, 2026), subject to performance and continued service (retirement provisions noted below).
- PRSU – Revenue Growth annual targets (payout 50%/100%/150%): 2024: -3.27%/ -1.9%/ +0.1%; 2025: 0.5%/2.0%/4.5%; 2026: 1.0%/3.0%/6.0%. 2024 result: -3.14% → 54.74% for first tranche (averaged over 2024–2026 for final payout).
- PRSU – rTSR payout matrix: 25th percentile = 50%, median = 100%, ≥75th percentile = 150%; payout capped at 100% if absolute TSR is negative; overall value cap 6x target.
2024 Grants to Mark Prout (Apr 1, 2024)
| Award Type | Target Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| RSU | 80,275 | 262,499 |
| PRSU – Revenue Growth | 103,211 (target) | 337,500 |
| PRSU – rTSR | 46,857 (target) | 149,997 |
Prior LTIP Outcomes (Alignment Signals)
- All 2022 PRSU – Share Hurdle tranches forfeited at 12/31/2024 (no hurdles met).
- 2023 PRSU – Revenue Growth results to date: 2023 = 66.25% achievement; 2024 = 0% (below threshold); final payout depends on 2025 average.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 356,085 shares as of March 24, 2025 (each executive officer other than CEO owns <1% of outstanding shares). |
| Unvested RSUs at 12/31/2024 | 53,517 (2024 grant); 36,443 (2023 grant). |
| Unearned PRSUs at 12/31/2024 (target-basis shown per table) | 2024 PRSU – Rev Growth: 103,211; 2024 PRSU – rTSR: 70,286; 2023 PRSU – Rev Growth: 38,265; 2023 PRSU – rTSR: 38,125. |
| 2024 Shares Vested | 87,286 shares; value realized $352,635 (includes 6/30/2024 at $3.26 and 12/31/2024 at $4.04; values include shares withheld for taxes). |
| Ownership Guidelines | 3x salary requirement for CEO’s direct reports; must retain 50% of net shares until compliance; unearned PRSUs do not count; ongoing hold requirement thereafter. |
| Hedging/Pledging | Prohibited for executives; as of 12/31/2024, no NEO had a 10b5‑1 trading plan. |
Vesting calendar (insider supply watch):
- RSUs: remaining tranches scheduled 12/31/2025 and 12/31/2026 for Apr 1, 2024 grant; remaining tranche on 12/31/2025 for Apr 1, 2023 grant.
- PRSUs: 2023 awards scheduled 12/31/2025; 2024 awards scheduled 12/31/2026; subject to certified performance and service (retirement rules may modify proration).
Employment Terms
- Severance (U.S. Executive Severance Policy): Upon involuntary termination not for cause, 52 weeks base salary, continued benefits (excluding disability and 401(k)), continued vesting for 52 weeks (RSUs and PRSUs prorated for months in severance period), and APIP payout for performance year; for Mark Prout, illustrative 12/31/2024 amounts: cash severance $450,000; bonus $243,000; equity $942,940; healthcare $15,852; total $1,651,792.
- Change-in-Control (double trigger): If terminated without cause or for good reason within prescribed window, 2x (base + target annual incentive) cash, 12 months of benefit continuation plus lump‑sum equal to 12 months premiums, and equity acceleration (PRSUs at target); for Mark Prout at 12/31/2024 scenario: cash severance $1,575,000; bonus $243,000; equity $1,432,919; healthcare $31,704; total $3,282,623. No excise tax gross‑ups; cutback applies for best after-tax outcome.
- Retirement Eligibility & Treatment: As of 12/31/2024, Mark Prout qualified for LTIP retirement provisions (age+service≥65, min age 60, 5+ years of service, board‑agreed retirement). RSUs continue on schedule; PRSUs (except 2024 PRSU–Revenue Growth) continue with proration based on months worked and actual performance; 2024 PRSU–Revenue Growth continues without proration. Continued vesting subject to cooperation and non‑compete/non‑solicit compliance.
- Clawback: Restatement-based recovery of excess incentive comp for prior 3 completed fiscal years; broader “detrimental activity” recoupment also applies.
Compensation Structure Notes (alignment diagnostics)
- High at-risk pay: On average 74% of targeted total direct compensation for NEOs is variable and at-risk (CEO 88%), driven by APIP and PRSUs.
- Shift to RSUs/PRSUs; no stock options granted: Conduent does not currently grant options; no repricing; anti-springloading.
- Pay-for-performance evidence: 2022 share‑price hurdle PRSUs forfeited; 2023–2024 revenue growth metrics for PRSUs below target (0% in 2024 tranche to date), indicating downside realization when goals not met.
- Say‑on‑Pay approval: 96.41% in 2024, demonstrating strong shareholder support.
Peer Group (for benchmarking and rTSR)
- 2023/2024 peer group included: Alight, CACI, CGI, Concentrix, CSG Systems, ExlService, Genpact, ICF, Maximus, TELUS International, TriNet, Veradigm (removed later), and Leidos (removed later). In Aug 2024, Leidos and Veradigm removed; TaskUs added for 2024/2025. Peer set also used for 2024 PRSU–rTSR measurement.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 96.41%; ongoing IR engagement noted.
Expertise & Qualifications
- 30+ years in technology leadership across internet, financial services, and logistics; CTO at Fiserv; CIO at Cendian; extensive UPS engineering/innovation experience. Bachelor’s degree, Southern Illinois University (business management and programming).
Work History & Career Trajectory
| Organization | Role | Tenure | Notables |
|---|---|---|---|
| Conduent | Head of IT → EVP, CITO | 2019–present | Leads enterprise tech; elevated to EVP/CITO within months of joining. |
| Fiserv | CTO and IT leadership roles | 2005–2019 | Enterprise engineering/architecture; data center consolidation; cloud strategy. |
| Cendian | CIO | Pre‑2005 | CIO of logistics technology venture. |
| UPS | Dev/Engineering/Innovation leadership | 13 years | Early career foundational tech leadership. |
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 450,000 | 749,995 | 236,000 | 3,050 | 1,439,045 |
| 2023 | 450,000 | 749,995 | 180,731 | 3,630 | 1,384,356 |
| 2024 | 450,000 | 749,997 | 243,000 | 6,767 | 1,449,764 |
Investment Implications
- Alignment and retention: Clear downside sensitivity (forfeited 2022 PRSUs; 2024 revenue growth below threshold for 2023 PRSU tranche) supports pay-for-performance calibration. Prout is retirement-eligible with continued vesting; that reduces near-term forfeiture risk but can extend equity overhang through 2026, moderating departure risk while maintaining alignment conditions.
- Selling pressure watch: Scheduled RSU vesting on 12/31/2025 and 12/31/2026 and potential PRSU settlements (2023 on 12/31/2025; 2024 on 12/31/2026) create periodic liquidity windows; however, anti-hedging/pledging, limited trading windows, and absence of 10b5‑1 plans (as of 12/31/2024) temper opportunistic selling.
- Change-in-control economics: Double-trigger 2x multiple on cash comp and equity acceleration at target suggests manageable parachute scale for a mid-cap, with no tax gross-ups (cutback applies), limiting shareholder unfriendly optics.
- Performance levers: APIP and LTIP emphasize growth (Adjusted Revenue/Net ARR; 3‑yr Revenue Growth PRSUs) and efficiency (Adjusted EBITDA Margin), consistent with Conduent’s “Growth, Efficiency, Quality” strategy; 2024 APIP funded at 72% reflects mixed execution (EBITDA near high end; revenue light).
- Governance risk: Anti-hedging/pledging, robust clawback, stock ownership guidelines, and no option repricing lower governance red flags; high Say‑on‑Pay support (96.41%) indicates investor endorsement of program design.