Scott Letier

About Scott Letier

Independent Chairman of the Board at Conduent (CNDT), age 64, serving as a director since 2018 and Chairman since at least the 2025 proxy period; he is Managing Director and Chief Investment Officer of Deason Capital Services, LLC and a Certified Public Accountant with a BBA in accounting from SMU Cox School of Business . He was designated to Conduent’s Board pursuant to a shareholder agreement with Darwin Deason in 2018 and is deemed independent under Nasdaq and Conduent standards .

Past Roles

External Roles

Board Governance

• Board leadership: independent Chairman of the Board (Scott Letier); executive sessions held at each regular meeting for all directors (plus CEO) and separately for independent directors .
• Independence: Board determined all current directors (except the CEO) were independent in 2024; nominees in 2025 remain independent except the CEO .
• Attendance: 11 Board meetings in 2024; all incumbent directors attended at least 98.5% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Say-on-Pay: 96.41% approval at 2024 Annual Meeting, indicating strong investor support .

Fixed Compensation

• Director stock ownership guidelines: minimum of 6× annual cash retainer ($480,000); must retain 50% of net shares until threshold is achieved .
• Hedging prohibited for directors and officers; pledging prohibited for executive officers (policy scope as stated) .

Performance Compensation

Note: Conduent’s compensation recoupment policy adopted in Oct 2023 applies to executive officers for incentive compensation upon accounting restatements and detrimental activity; the director DSU program includes a separate clawback specific to separation timing .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; extensive audit and financial expertise; designated “audit committee financial expert” by the Board (together with Montelongo) .
• 20+ years in private equity and CFO leadership roles; investment oversight for family offices (Deason Capital Services and JFO Group) .
• Board governance and leadership experience as Chairman at Xerox; multiple private company board/advisory roles .
• Education: BBA in accounting (SMU Cox School of Business) .

Equity Ownership

Governance Assessment

• Strengths: Independent Chairman structure with executive sessions enhances Board independence; Letier chairs the Compensation Committee and serves on Audit and Corporate Governance, bringing CPA-level audit expertise and multi-board leadership experience; Board and committee attendance was ≥98.5% in 2024; say‑on‑pay passed with 96.41% support, indicating positive investor sentiment .
• Alignment: Director pay mix includes a fixed cash retainer plus DSUs ($190,000 annual), and Letier voluntarily deferred $122,250 of cash into DSUs, increasing ownership alignment; director ownership guidelines require $480,000 minimum and 50% net share retention until met .
• Controls & Policies: Robust related person transaction review administered by the Corporate Governance Committee; comprehensive hedging ban for directors and officers; clawback policy for executives under SEC/Nasdaq rules plus DSU-specific clawback for directors upon separation .
• Potential Red Flags: Appointment via Deason Agreement and active leadership at Deason Capital may pose perceived influence risks given Darwin Deason’s 7.61% stake in CNDT and non‑controlling interest in Xerox; however, the Board affirms independence and discloses no related-party transactions beyond the Icahn share repurchase and the Deason Agreement disclosure .

Overall investor signal: Independent chairmanship, high attendance, and pay alignment via DSUs support board effectiveness; disclosure of selection under a shareholder agreement and external chair role at Xerox warrants continued monitoring for conflicts, though current policies and independence determinations mitigate risk .