Stephen Wood
CONDUENTAbout Stephen Wood
Stephen Wood served as Conduent’s Chief Financial Officer from June 2021 until his departure on May 2, 2025; he previously served as Corporate Controller (Aug 2020–Jun 2021) and Principal Accounting Officer (Dec 2020–Aug 2024) . He is 58 and holds an MBA (with distinction) from Warwick Business School and a B.Sc. from the University of Birmingham; he is a Chartered Global Management Accountant . In 2024, Conduent’s APIP funded at 72% of target driven by Adjusted Revenue under target, Adjusted EBITDA Margin below target, and Net ARR above target; Wood’s individual payout was 83% of target . Conduent’s pay-versus-performance table shows 2024 GAAP net income of $426 million and cumulative TSR value of $65 for a $100 investment started at 12/31/2019, against peer index $126 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Conduent | Chief Financial Officer | Jun 2021–May 2025 | Led finance function; previously Principal Accounting Officer (Dec 2020–Aug 2024) and Corporate Controller (Aug 2020–Jun 2021) . |
| Fiserv | VP & CFO, Output Solutions | Dec 2016–May 2020 | Segment CFO; earlier VP & Controller (Mar 2009–Dec 2016) and led International Finance & Accounting (Jan 2005–Mar 2009) . |
External Roles
- No public company directorships or external board roles were disclosed for Mr. Wood in Conduent’s filings .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of base) | Target bonus ($) | Actual bonus paid ($) | Stock awards fair value ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 514,760 | — | — | 260,000 | 1,149,992 | — | 1,924,752 |
| 2023 | 525,000 | 80% | — | 224,910 | 1,149,992 | — | 1,899,902 |
| 2024 | 568,749 | 85% | 482,927 | 400,000 | 1,399,995 | 1,035 | 2,369,779 |
Notes:
- 2024 base increased from $525,000 to $575,000 effective Feb 1, 2024; target annual incentive increased from 80% to 85% and LTI target from $1,150,000 to $1,400,000 .
Performance Compensation
2024 Short-Term Incentive (APIP) Mechanics and Results
| Measure | Weight | Threshold (25% funding) | Target (100%) | Max (150%) | Actual result | Performance achievement | Funding contribution |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue | 40% | $3,540.5M | $3,650M | $3,759.5M | $3,605M | 69.2% | 28% |
| Adjusted EBITDA Margin | 40% | 8.08% | 8.50% | 8.93% | 8.27% | 58.5% | 23% |
| Net ARR Activity | 20% | $89.3M | $105.0M | $120.8M | $106.5M | 104.8% | 21% |
| Total APIP funding | — | — | — | — | — | — | 72% |
- Wood’s 2024 bonus target amount was $482,927 (prorated for his Feb 1, 2024 salary/target changes); actual payout $400,000 (83% of target) .
Long-Term Incentive (LTI) Design
- 2024 grants: 65% PRSUs (approx. 70% Revenue Growth, 30% relative TSR vs Aug 2023 compensation peers), 35% time-based RSUs; three-year performance/vesting periods to Dec 31, 2026 (PRSUs) and staged RSU vesting .
- 2022–2021 share-price hurdle PRSUs were not earned and were forfeited at their final vesting dates, reflecting unmet share price hurdles .
2024 Equity Grants – Stephen Wood
| Award type | Grant date | Target shares (#) | Vesting schedule | Grant date fair value ($) |
|---|---|---|---|---|
| RSU | Apr 1, 2024 | 149,847 | 2024 RSUs vest one-half of remaining shares on Dec 31, 2025 and remaining one-half on Dec 31, 2026 | 490,000 |
| PRSU — Revenue Growth | Apr 1, 2024 | 192,660 (target) | Three-year performance period ending Dec 31, 2026; vests/settles thereafter | 629,998 |
| PRSU — relative TSR | Apr 1, 2024 | 87,467 (target) | Three-year performance period ending Dec 31, 2026; vests/settles thereafter | 279,997 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 353,533 shares; <1% of outstanding shares . |
| Unvested at FY-end 2024 | RSUs: 99,898 shares ($403,588); PRSUs: 2024 Rev Growth 192,660 (payout at target for table purposes), 2024 rTSR 131,201 (payout at max for table purposes), plus 2023 PRSUs (Rev Growth 58,673 at 50%, rTSR 58,458 at 100%) per proxy presentation; market values based on $4.04 close at 12/31/2024 . |
| 2024 vested | 148,869 shares; value realized $596,664 (based on $3.26 on 6/30/2024 and $4.04 on 12/31/2024; includes shares withheld for taxes) . |
| Ownership guidelines | CEO direct reports must hold 3x base salary; must retain 50% of net-after-tax vested shares until compliant . |
| Hedging / Pledging | Company maintains anti-hedging and anti-pledging policies . |
| Options | No stock options outstanding; none granted in 2024 . |
Employment Terms
- Status change: On May 2, 2025, Conduent appointed a new CFO; Stephen Wood departed the same day. In addition to entitlements under the U.S. Executive Severance Policy, he will receive a one-time cash payment of $325,000 .
- Severance (non-CIC): Under the U.S. Executive Severance Policy, NEOs (including Wood) receive 52 weeks of base salary, continued health benefits (excluding disability and 401(k)), and continued vesting of RSUs/PRSUs during the 52-week severance period (PRSUs based on actual performance) upon involuntary termination not for cause .
- Change-in-control (CIC): Double-trigger protection—benefits are payable only upon a qualifying termination (without cause/for good reason) within 90 days before or 12 months after a CIC (24 months for CEO) . For Wood: cash severance equal to 2x (base salary + target bonus), 12 months of welfare benefits plus an additional lump-sum equal to 12 months of employer healthcare premiums, and accelerated vesting of equity (PRSUs at target); excise tax cutback applies (no tax gross-up) .
Stephen Wood — Estimated Payments on Hypothetical Termination at 12/31/2024
| Scenario | Cash severance ($) | Non-equity incentive ($) | Equity acceleration/continued vesting ($) | Healthcare benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination not for cause | 575,000 | 400,000 | 1,602,629 | 15,315 | 2,592,944 |
| CIC + qualifying termination | 2,127,500 | 400,000 | 2,471,304 | 30,630 | 5,029,434 |
| Death/Disability | — | 400,000 | 2,142,518 | — | 2,542,518 |
Notes:
- CIC terms specify accelerated vesting of stock awards, including PRSUs at target; benefits include healthcare continuation components as described above .
Performance & Track Record
- APIP alignment: 2024 APIP used Adjusted Revenue (40%), Adjusted EBITDA Margin (40%), and Net ARR Activity (20%); funding was 72% with no upward discretion .
- LTI outcomes: 2021 and 2022 share-hurdle PRSUs were forfeited in full at final vesting due to non-achievement of share price hurdles; 2023 PRSUs remain subject to three-year performance (Rev Growth averaged 66.25% for 2023 and 0% for 2024 components to date; final payout after 2025) .
- Company performance context: 2024 GAAP net income was $426 million; “pay versus performance” TSR value for a $100 investment started at 12/31/2019 was $65 versus peer index $126 .
- Capital allocation: In 2024, Conduent repurchased approximately 52 million shares and prepaid term loans using divestiture proceeds .
Compensation Structure Analysis
- Mix and risk: For 2024, Wood’s target TDC comprised base salary $575k, target STI 85% of base, and target LTI $1.4M—emphasizing at-risk pay tied to revenue growth and relative TSR via PRSUs plus retention RSUs .
- Performance metrics: STI used balanced financial/operational metrics; LTI weighted more heavily to business growth (revenue) with a relative TSR overlay, aligning payouts to both fundamentals and shareholder returns .
- Clawbacks/controls: Compensation recoupment policy, anti-hedging/anti-pledging policies, officer stock ownership guidelines, and capped incentive plan payouts mitigate risk .
Investment Implications
- Pay-for-performance linkage is intact: 2024 APIP paid below target (72%) and share‑price hurdle PRSUs from 2021–2022 forfeited, demonstrating downward sensitivity to underperformance and limiting windfalls; Wood’s 2024 payout of 83% of target reflects individual discretion within a sub-target pool .
- Limited insider selling pressure from options: No options are outstanding and 2024 equity was delivered via RSUs/PRSUs; vesting was scheduled at year-end dates (notably 12/31/2025 and 12/31/2026), but Wood’s May 2025 departure shifts equity treatment to severance rules (continued vesting through 52 weeks and PRSUs based on actual performance), which tempers near-term sell pressure typical of option exercises .
- Alignment and governance: Wood held 353,533 shares (<1%) as of 3/24/2025 and was subject to 3x salary ownership guidelines and anti-pledging/anti-hedging policies, supporting alignment; no pledging was indicated .
- Transition risk contained: The severance framework and disclosed one-time $325,000 cash payment upon Wood’s 2025 departure indicate a structured transition with continued equity vesting per policy, reducing abrupt incentive discontinuities while preserving performance linkages for PRSUs .