Michael Fucci
CONDUENTAbout Michael Fucci
Michael J. Fucci was elected to Conduent’s Board of Directors effective October 27, 2025; he is a non‑employee director and will receive standard pro‑rated director compensation for FY2025, with no related‑party transactions reportable under Item 404(a) at appointment . Fucci is the former Deloitte US Chair (2015–2019) with 40+ years of leadership experience in governance, executive compensation oversight, risk management, succession, and talent; he served on Deloitte’s board starting in 2012 and later as Chief Operating Officer, retiring in 2020 . As of his initial Form 3 on November 3, 2025, he reported zero shares of Conduent common stock beneficially owned and no derivative securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte US | Chair | 2015–2019 | Governance and strategic oversight on enterprise strategy, succession, risk management, talent, and executive compensation; led revenue growth and market share gains |
| Deloitte (US firm) | Chief Operating Officer | Not disclosed; prior to 2020 | Scaled human capital business into an industry leader; operational leadership |
| Deloitte Board of Directors | Director | Joined 2012 (end date not disclosed) | Board governance experience at a global professional services firm |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Acadia Healthcare | Director | Current | Public company directorship |
| Flotek Industries, Inc. | Director | Current | Public company directorship; interlock with Conduent board chair Harsha V. Agadi, who is non‑executive Chairman of Flotek and Conduent’s Chairman as of Oct 2025 |
Board Governance
- Independence status: Fucci is a non‑employee director; a formal Nasdaq independence determination at appointment was not disclosed in the 8‑K .
- Committee assignments: Not disclosed at appointment; the 8‑K references standard compensation only .
- Board/committee attendance context: In 2024, incumbent directors (pre‑Fucci) attended at least 98.5% of Board and committee meetings; Board met 11 times. Policy expects directors to attend the annual meeting .
- Committee environment: As of April 2025, standing committees (Audit, Compensation, Corporate Governance) were composed solely of independent directors; Audit Committee chaired by Michael Montelongo; Compensation chaired by Scott Letier; Corporate Governance members included Higgins Victor, Letier, and Montelongo .
- Board leadership transition context: The April 2025 proxy listed Scott Letier as independent Chair , while by October 2025 the press release identified Harsha V. Agadi as Conduent Chairman, indicating leadership transition .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $80,000 | Paid pro‑rata semi‑annually |
| Non‑Executive Chairman fee | $125,000 | Paid to the Chair |
| Audit Committee Chair | $35,000 | Member fee: $15,000 |
| Compensation Committee Chair | $27,000 | Member fee: $12,000 |
| Corporate Governance Committee Chair | $20,000 | Member fee: $10,000 |
| Risk Oversight Committee Chair | $20,000 | Member fee: $10,000 |
| Corporate Social Responsibility & Public Policy Committee Chair | $20,000 (pro rata Jan 1–Jun 13, 2024) | Member fee: $10,000 (pro rata Jan 1–Jun 13, 2024) |
| Annual equity grant (DSUs) | $190,000 grant date fair value | DSUs vest at grant; dividend equivalents in DSUs; clawback pro‑rata if separation within year |
| Deferral election | Up to 100% of cash fees may be taken in DSUs | Director‑elected deferral terms |
| Fucci appointment compensation status | Pro‑rated standard non‑employee director compensation for FY2025 | As described in the Annual Director Compensation section of the April 8, 2025 proxy |
DSUs vest on grant and are not performance‑conditioned; directors may defer cash fees into DSUs; no options are described in the director program .
Performance Compensation
| Metric/Condition | Structure | Disclosure |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; DSUs vest on grant | No TSR/EBITDA/revenue conditions for director DSUs |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Acadia Healthcare | Director | External board; no CNDT relationship disclosed |
| Flotek Industries, Inc. | Director | Interlock: Conduent’s Chairman Harsha V. Agadi also serves as Flotek’s non‑executive Chairman ; Agadi cited as Conduent Chairman in Oct 2025 press release |
Expertise & Qualifications
- Governance/compensation oversight: As Deloitte US Chair, Fucci oversaw enterprise strategy, leadership succession, risk, talent development, and executive compensation priorities .
- Human capital and operations: Led Deloitte’s human capital growth and served as COO, indicating operational rigor and talent systems expertise supportive of CNDT’s transformation .
- Board experience: Long‑tenured board participation at Deloitte and current public company boards (Acadia, Flotek) adds external perspective .
Equity Ownership
| As of | Common Shares | Ownership Form | Derivatives | Notes |
|---|---|---|---|---|
| Form 3 filed Nov 3, 2025 | 0 | Direct | None | Event date: Oct 27, 2025; relationship: Director |
| Stock ownership guidelines (policy) | Threshold: $480,000 | 6× $80,000 cash retainer | Retain 50% of shares from vesting until threshold met | Applies to all directors |
| Filing/authority | Power of Attorney executed Oct 30, 2025 | Attorneys‑in‑fact: Michael Krawitz, Michael Fisherman | — | For Section 16 filings |
Insider Trades
| Date | Form | Title of Security | Amount | Notes |
|---|---|---|---|---|
| 11/03/2025 (filed) / 10/27/2025 (event) | Form 3 | Common Stock | 0 | Initial statement of beneficial ownership; direct ownership; no derivatives |
Governance Assessment
- Independence and conflicts: Fucci is a non‑employee director; at appointment, the company disclosed no related‑party transactions under Item 404(a) and no special selection arrangements (beyond board nomination), supporting independence and low conflict risk at entry .
- Committee influence: Committee assignments were not disclosed at appointment; given his governance and human capital background, future placement on Compensation or Corporate Governance could be value‑add, but this is not yet determined .
- Attendance and engagement: While Fucci’s individual attendance is not yet reported, CNDT’s board has a strong attendance culture (98.5%+ in 2024 among incumbents) and executive‑session practices, which generally support effective oversight .
- Ownership alignment: Initial Form 3 shows zero common shares; alignment will build via pro‑rated DSU grants and policy requiring 6× retainer ownership and 50% share retention until threshold—investors should monitor pace to guideline compliance over the next cycles .
- Interlocks: Shared Flotek board service with Conduent’s Chairman Harsha V. Agadi (now Conduent Chair) can facilitate information flow but warrants routine related‑party and independence reviews; no transactions between Fucci and Conduent are reportable at appointment .
- Signal quality: Appointment of a seasoned governance/compensation leader aligns with CNDT’s stated push to “right‑size” and upgrade board capabilities; management highlighted Fucci’s strategic perspective for both commercial and government businesses during Q3 2025 commentary .
RED FLAGS: None disclosed at appointment (no Item 404 transactions, no options repricings, no tax gross‑ups reported for directors); monitor interlock dynamics with Flotek and future committee placement for potential influence or conflicts .