Alina Kerdman
COGNIZANT TECHNOLOGY SOLUTIONSAbout Alina Kerdman
Alina Kerdman, age 44, was appointed Senior Vice President, Controller and Chief Accounting Officer of Cognizant effective July 1, 2025, after joining the company in 2010 and serving in senior controllership and external reporting roles; she began her career at Ernst & Young in 2001 and holds a bachelor’s degree in accounting and finance from NYU Stern and is an alumna of Wharton’s Advanced Management Program . Her 2025 executive offer set annual target compensation at $1.2 million (base $400,000; target annual cash incentive $200,000; annual equity split $300,000 RSUs and $300,000 PSUs), plus transition equity to align to the new role (RSUs $150,000; PSUs ≈$50,411) . Cognizant’s long-term incentive metrics emphasize relative revenue growth, adjusted diluted EPS, and relative TSR; recent programs target median-or-better performance vs peers, with interim tracking around mid-pack on relative revenue growth and below median on TSR, and a 28.1% payout for the 2022–2024 PSU cycle, underscoring a strong performance linkage for equity outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognizant | SVP, Assistant Global Controller | Dec 2023–Jun 2025 | Enterprise controllership leadership; prepared for CAO transition |
| Cognizant | VP, Global Revenue Controller & Head of External Reporting | Jun 2019–Dec 2023 | Oversaw revenue accounting and external reporting; key SEC reporting leadership |
| Cognizant | Various finance roles | 2010–2019 | Progressively increased responsibilities in finance and controllership |
| Ernst & Young LLP | Audit/Assurance roles | 2001–2010 | Big-4 technical foundation supporting public-company reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wharton School (Executive Education) | Advanced Management Program alumna | N/A | Executive leadership training (credential) |
Fixed Compensation
| Component | FY 2025 Target | Notes |
|---|---|---|
| Base Salary | $400,000 | Semi-monthly payroll |
| Target Annual Cash Incentive | $200,000 | Payout 0–> above target per performance; paid only if employed on payout date; metrics determined by Compensation Committee |
| Annual RSU Target | $300,000 | Quarterly vesting over 3 years for regular annual grant; 2026 grant date contemplated |
| Annual PSU Target | $300,000 | 3-year performance period; aligned to senior executive PSU design |
| Transition RSUs (2025) | $150,000 | To align to higher RSU target; grant Jul 1, 2025 |
| Transition PSUs (2025) | ≈$50,411 | Prorated for appointment date; grant Jul 1, 2025 |
Performance Compensation
Annual Cash Incentive (structure)
- Committee-set metrics and targets; may include discretionary elements aligned to responsibilities; payout requires continued employment through payout date .
Long-term Equity (PSUs) – Design and Metrics
| PSU Cycle | Metric | Weight | Targeting/Peer Set | Threshold | Target | Max | Interim/Outcome |
|---|---|---|---|---|---|---|---|
| 2024–2026 | Relative Revenue Growth vs 10 peers | 50% | Accenture, Capgemini, CGI, DXC, EPAM, Genpact, HCL, Infosys, TCS, Wipro | 8th | 5th–6th | 1st | Interim rank 6th; payout modifiers apply if 4th–8th and near “Top 3” or below “Other 7” averages |
| 2024–2026 | Adjusted Diluted EPS (absolute growth to 2026) | 25% | S&P 500 Index for TSR (EPS absolute) | See plan | Significant growth over 2023 adjusted EPS | See plan | Target-setting described; 2026 target reference $4.75 in CD&A tables for illustration |
| 2024–2026 | Relative TSR vs S&P 500 | 25% | S&P 500 Index | 30th %ile | 50th %ile | 80th %ile | Interim ~38th %ile; capped at 100% if absolute TSR negative |
| 2022–2024 | Composite (Revenue adj. for FX/acq 50%; Adj. Diluted EPS 25%; Relative TSR 25%) | — | IT peer set + select GSIs | — | — | 200% | Settled at ≈28.1% of target on Mar 17, 2025 |
RSUs vest quarterly over three years for regular annual grants; PSUs vest after certification following the multi-year performance period; maximum PSU payout typically 200% and TSR capped at target if absolute TSR is negative .
Equity Ownership & Alignment
Section 16 Filings (selected 2025 activity)
| Date | Form | Transaction | Shares | Price | Post-Transaction Holdings | Source | |---|---|---:|---:|---:|---| | Jul 1, 2025 | Form 3 | Initial statement as officer | — | — | Noted as initial; Form 3 filed | https://www.sec.gov/Archives/edgar/data/1058290/0001058290-25-000251-index.html | | Aug 19, 2025 | Form 4 | Open market sale | 439 | $70.38 | — | https://www.sec.gov/Archives/edgar/data/1058290/000105829025000285/0001058290-25-000285-index.htm | | Sep 1, 2025 | Form 4 | RSU vest/tax withholding and related entries | 76 withheld; additional entries | $72.25 | — | http://pdf.secdatabase.com/686/0001058290-25-000318.pdf | | Oct 1, 2025 | Form 4 | RSU vest: 310 delivered; 645 withheld for taxes | 955 (gross) | $67.07 (withholding price) | Direct shares 752; unvested RSUs 1,554 as reported | https://www.sec.gov/Archives/edgar/data/1058290/000207522825000005/xslF345X05/wk-form4_1759521867.xml | | Nov 16, 2025 | Form 4 | RSU vest from 2/16/2023 grant (1/12) | 235 | $72.62 (withholding 75 sh) | Direct 805; RSUs 235 unvested | https://www.sec.gov/Archives/edgar/data/0001058290/000207522825000007/xslF345X05/wk-form4_1763499948.xml |
- Beneficial ownership snapshots in the October and November 2025 filings indicate a small absolute shareholding base with ongoing quarterly RSU vesting cadence; no pledging or hedging is permitted under company policy (see below) .
- No related party transactions disclosed in connection with her appointment (Item 404(a) representation) .
Ownership Policy and Hedging/Pledging
- Executive stock ownership guidelines: CEO 6x salary; other NEOs 4x salary; compliance within five years. Applicability is determined by role (CEO direct reports at Corporate Officer/President level or higher) .
- Hedging, short sale, margin, and pledging prohibitions apply to directors, executive officers, and employees (no derivatives, no short sales, no margin, no pledging) .
Employment Terms
| Term | Key Provision | Source |
|---|---|---|
| Employment status | At-will | |
| Role/Reporting | SVP, Controller & CAO; reports to CFO | |
| Non-compete | 1 year post-termination; prohibits service to competitors in relevant territories; exceptions for diversified companies under conditions | |
| Non-solicit | 1 year post-termination (employees/customers) | |
| Indemnification | Company intends to enter standard director/officer indemnification agreement | |
| Severance (no CIC) | 1x base salary (paid over 12 months) + 1x target bonus (lump sum) + up to 18 months COBRA cash; 12 months acceleration of time-based vesting; performance awards accelerate where performance period ended, else prorated per terms | |
| Severance (double-trigger CIC) | 2x base salary (over 24 months) + 2x target bonus (lump sum) + up to 18 months COBRA cash; full acceleration of time-based awards; performance awards vested per achieved/prorated performance methodology | |
| 280G Cutback | “Best net” reduction to avoid excise tax; ordering specified (cash severance, then performance equity, then time-based) | |
| Clawback | Subject to company recoupment policy compliant with Nasdaq Rule 10D-1; three-year lookback on restatements (no-fault), plus broader legacy policy provisions | |
| Confidentiality/IP | Strong confidentiality and invention assignment; DTSA notice included |
Vesting Schedules and Insider Selling Pressure
- Regular annual RSUs: vest quarterly over three years (12 tranches) beginning on or after the 3-month anniversary of the grant date; next regular annual cycle anticipated Q1 2026 and annually thereafter, subject to Committee approval .
- 2025 transition equity: granted as of July 1, 2025 (RSUs $150,000; PSUs ≈$50,411); subsequent Form 4s indicate initial vesting/withholding activity beginning September–October 2025, consistent with quarterly schedules and tax withholding on vest .
- Observed open-market sale of 439 shares on Aug 19, 2025 (~$30,897), modest in size relative to ongoing vesting and indicating limited incremental selling pressure beyond tax/withholding needs to date .
Compensation Structure vs Performance Metrics
| Element | Metric/Design | Alignment Insight |
|---|---|---|
| Annual Cash Incentive | Committee-determined; company/individual metrics; payout conditional on performance and continued employment to payout date | Preserves pay-for-performance and retention via service requirement |
| PSUs | 2024–2026: 50% relative revenue growth (vs 10 peers), 25% adjusted diluted EPS (absolute), 25% relative TSR (S&P 500); 0–200% payout; relative TSR capped at target if absolute TSR negative | Balanced mix of relative growth and returns with absolute EPS; emphasizes peer-relative outperformance; interim tracking mid-pack or below on certain metrics |
| RSUs | Time-based, quarterly over 3 years | Retention lever; steady vesting cadence supports alignment but creates predictable sell/withhold flows |
| Outcomes | 2022–2024 PSU payout ≈28.1% | Demonstrates downside symmetry when multi-year goals are missed, reinforcing incentive rigor |
Compliance, Governance, and Policies
- No family relationships or related party transactions tied to selection as officer; no Item 404(a) transactions .
- Standard indemnification agreement and executive employment agreement in effect; robust confidentiality, IP, and restrictive covenants .
- Company-wide prohibitions on hedging, shorting, margin, and pledging; executive ownership guidelines with five-year compliance windows; Nasdaq Rule 10D-1 clawback implemented .
Investment Implications
- Pay-for-performance linkage is strong: PSUs dominate performance alignment with multi-year relative metrics; the 28.1% payout on 2022–2024 PSUs highlights downside alignment when execution lags, limiting windfall risk and suggesting disciplined incentive calibration .
- Retention risk appears mitigated by thoughtful transition equity and steady RSU cadence; non-compete/non-solicit (1 year) and double-trigger CIC protections add stability while protecting shareholders in change events .
- Near-term insider selling pressure looks limited: observed 2025 transactions were modest in size and largely vest/withholding-related; policy bans on hedging/pledging reduce misalignment risk .
- Execution watch items: Company PSU frameworks are heavily geared to relative revenue growth and TSR versus peers; interim tracking suggests mid-pack outcomes. Monitoring quarterly vesting calendars, PSU certification outcomes, and any 10b5-1 plans would refine trading signals around supply and incentive realizability .
Sources: Cognizant 8-K and Offer/Employment Agreements for role, compensation, and contract terms ; 2025/2024/2023/2022 DEF 14A for incentive designs, ownership, and policies ; Section 16 filings for ownership and transactions: Form 3 (7/1/2025) https://www.sec.gov/Archives/edgar/data/1058290/0001058290-25-000251-index.html; Form 4 (8/21/2025) https://www.sec.gov/Archives/edgar/data/1058290/000105829025000285/0001058290-25-000285-index.htm; Form 4 (9/3/2025) http://pdf.secdatabase.com/686/0001058290-25-000318.pdf; Form 4 (10/03/2025) https://www.sec.gov/Archives/edgar/data/1058290/000207522825000005/xslF345X05/wk-form4_1759521867.xml; Form 4 (11/18/2025) https://www.sec.gov/Archives/edgar/data/0001058290/000207522825000007/xslF345X05/wk-form4_1763499948.xml.