Michael Krawitz
CONDUENTAbout Michael Krawitz
Michael Krawitz, 55, is Executive Vice President, General Counsel and Secretary of Conduent, serving in this role since November 2019; he holds a BA in Economics and Government from Cornell University and a JD from Harvard Law School . Conduent’s pay design ties executive incentives to Growth, Efficiency and Quality via Adjusted Revenue, Adjusted EBITDA Margin, Net ARR Activity (annual bonus) and multi‑year Revenue Growth and relative TSR metrics (LTIP); the 2024 APIP funded at 72% on results including Adjusted Revenue of $3,605M, Adjusted EBITDA Margin of 8.27%, and Net ARR Activity of $106.5M, with long‑term awards weighted 65% performance (45% revenue growth, 20% rTSR) and 35% time‑based RSUs . Conduent reported approximately $3.4 billion of revenue with about 56,000 associates, framing the operating context for his compensation alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| York Risk Services Group (Onex portfolio company) | EVP, General Counsel & Corporate Secretary | 2015–2019 | Led legal and corporate governance at an insurance services firm, supporting risk, compliance, and transactions |
| Veriteq Corp (biotech) | Chief Legal Officer | 2014–2015 | Directed legal oversight in a regulated healthcare technology context |
| Public/private tech and finance companies | Legal/executive leadership roles | 1999–2014 | Senior roles across technology and finance sectors, building broad corporate legal/compliance expertise |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Began legal career | Not disclosed | Foundational training at a major law firm |
External Roles
No external public company directorships or committee roles are disclosed for Mr. Krawitz in Conduent’s filings .
Fixed Compensation
Year-end base salary and target bonus
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Base Salary ($) | $500,000 | $500,000 | $525,000 |
| Target Bonus (% of Base) | 75% | 75% | 85% |
Actual annual bonus paid
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Actual Bonus ($) | $242,000 | $200,813 | $342,000 |
Summary Compensation Table components (USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $493,173 | $500,000 | $521,876 |
| Stock Awards | $999,998 | $999,993 | $1,099,997 |
| Non-Equity Incentive Plan | $242,000 | $200,813 | $342,000 |
| All Other Compensation | $3,050 | $3,630 | $15,000 |
| Total | $1,738,221 | $1,704,436 | $1,978,873 |
Notes:
- 2024 salary and bonus targets increased (base to $525,000; target bonus to 85%; LTI target to $1,100,000) to align closer to market medians .
Performance Compensation
Short‑term (APIP) 2024 design and outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement (%) | Funding % |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue ($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 Funding | — | — | — | — | — | — | 72% |
Individual payout
| Executive | Target Bonus ($) | Actual Bonus ($) | Actual as % of Target |
|---|---|---|---|
| Michael Krawitz | $440,215 (prorated) | $342,000 | 78% |
Long‑term (LTIP) 2024 structure and metrics
-
Mix: 35% RSUs (time‑based), 45% PRSU—Revenue Growth, 20% PRSU—rTSR, each with 3‑year performance/service periods .
-
2024 PRSU—Revenue Growth targets and 2024 actual: | Metric | 2024 | 2025 | 2026 | |---|---|---|---| | Threshold Growth (%) | (3.27%) | 0.5% | 1.0% | | Target Growth (%) | (1.9%) | 2.0% | 3.0% | | Maximum Growth (%) | 0.1% | 4.5% | 6.0% | | Actual (reported) | (3.14%) | — | — | | Component Achievement (first year) | 54.74% | — | — |
-
2024 PRSU—rTSR payout matrix (cliff vesting end of performance period): | rTSR Percentile vs Peer Group | Payout % | |---|---| | ≥75th | 150% | | Median | 100% | | 25th | 50% | Note: Payout capped at 100% if absolute TSR is negative; total value cap 6× target .
2024 Grant details (Krawitz)
| Grant | Instrument | Target Shares | Vesting Schedule |
|---|---|---|---|
| 4/1/2024 | RSU | 117,737 | 1/3 on 12/31/2024, 12/31/2025, 12/31/2026 |
| 4/1/2024 | PRSU—Revenue Growth | 151,376 (target) | Cliff vest 12/31/2026 subject to 3‑year avg performance |
| 4/1/2024 | PRSU—rTSR | 68,724 (target) | Cliff vest 12/31/2026 based on rTSR vs peers |
Historical LTIP outcomes (alignment signal)
- 2022 PRSU—Share Hurdle awards were forfeited when share price hurdles were not met by 12/31/2024 .
- 2023 PRSU—Revenue Growth achieved 66.25% for 2023 and 0% for 2024, with final payout pending 2025 results .
Equity Ownership & Alignment
Beneficial ownership
| Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| 2024‑03‑18 | 562,121 | <1% |
| 2025‑03‑24 | 634,869 | <1% |
Vested vs unvested (as of 12/31/2024)
| Category | Shares/Units | Market Value ($) |
|---|---|---|
| Unvested RSUs | 78,492 | $317,108 (at $4.04) |
| Unearned PRSU—Revenue Growth | 151,376 | $611,559 (at $4.04) |
| Unearned PRSU—rTSR | 103,086 | $416,467 (at $4.04) |
Ownership policies and trading controls
- Executive stock ownership guidelines: 6× base salary for CEO, 3× for CEO direct reports (applies to Krawitz as an EVP), 1× for other officers; retain 50% of net shares until compliant .
- Anti‑hedging and anti‑pledging: prohibited; executives trade only in window periods unless under a Rule 10b5‑1 plan; as of 12/31/2024, none of the named executives had 10b5‑1 plans .
- Equity grant practices: no stock options currently granted; no spring‑loading/repricing .
Employment Terms
| Provision | Term |
|---|---|
| Employment | NEOs serve at will; severance judged by Compensation Committee if separated |
| Executive Severance Policy | 52 weeks base salary, continued health benefits (excluding disability/401(k)), and continued vesting of LTIP during severance; contingent on release |
| Change‑in‑Control (CIC) | Double‑trigger; 2.0× base salary + target bonus for CEO direct reports (applies to Krawitz), benefits continuation, accelerated vesting (PRSUs at target), short‑term incentive payout for performance year; no excise tax gross‑ups; cutback if needed |
| Clawback | Amended Oct 2023 to comply with SEC/Nasdaq; recovers erroneously awarded incentive comp for prior 3 fiscal years in event of accounting restatement; additional recoupment for detrimental activity |
| Restrictive covenants | Non‑compete and non‑solicit agreements apply to NEOs where legally permitted |
| Retirement vesting | Continued vesting rules apply only if retirement‑eligible; as of 12/31/2024, Krawitz was not retirement‑eligible |
Compensation Structure Analysis
- Mix and market alignment: Krawitz’s target pay increased in 2024 (base to $525k, target bonus to 85%, LTI to $1.1M) to align closer to median market levels; the program emphasizes variable pay and long‑term equity .
- Performance metrics: Annual incentives focus on Adjusted Revenue, Adjusted EBITDA Margin, and Net ARR Activity; LTIP emphasizes multi‑year Revenue Growth and rTSR, reinforcing shareholder value creation .
- Governance protections: Robust clawback, anti‑hedging/pledging, ownership requirements, and window‑period trading policies strengthen alignment and mitigate risk .
- Realization discipline: Prior PRSUs tied to share price hurdles and revenue growth paid below target or were forfeited, indicating strong pay‑for‑performance linkage .
Compensation Peer Group (benchmarking) and Say‑on‑Pay
- Peer group: Conduent benchmarked against a services/BPO set including Alight, CACI, CGI, Concentrix, CSG Systems, EXL, Genpact, ICF, Maximus, TELUS International, TriNet, with 2024/2025 changes removing Leidos, Veradigm (delisted) and adding TaskUs; median used as reference point for target pay levels .
- Say‑on‑Pay: 96.41% approval at the 2024 Annual Meeting, indicating strong shareholder support .
Investment Implications
- Alignment: Incentive design directly links realized pay to revenue growth, margin improvement and rTSR over multi‑year horizons, with governance safeguards (clawbacks, anti‑hedging/pledging, ownership guidelines) reducing agency risk .
- Retention and change‑of‑control: Standard severance plus double‑trigger CIC benefits (2× salary+target bonus; equity acceleration at target) mitigate transition risk in strategic scenarios while preserving performance conditions outside CIC .
- Realization risk: Historical forfeitures under share‑price and revenue PRSUs and below‑target APIP funding (72%) underscore rigorous hurdles; equity remains at risk pending 2025–2026 performance, tempering near‑term cash realization and aligning incentives with execution .
- Trading pressure risk: RSUs vest through 2026 and PRSUs cliff‑vest at 2026, but insider trading windows and prohibitions on hedging/pledging help manage selling pressure; no 10b5‑1 plans at year‑end 2024 .