Archana Deskus
COGNIZANT TECHNOLOGY SOLUTIONSAbout Archana Deskus
Archana Deskus (age 59) has served as an independent director of Cognizant since 2020; she is a former EVP and Chief Technology Officer of PayPal and previously held CIO roles at Intel, Hewlett Packard Enterprise, Baker Hughes, Ingersoll Rand, Timex, and Carrier/United Technologies (B.S., Boston University; M.B.A., Rensselaer Polytechnic Institute) . The Board has determined she is independent under Nasdaq rules, with no relationships that would impair independent judgment . Her core credentials center on enterprise technology leadership, innovation/security, and oversight of regulated industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayPal Holdings, Inc. | EVP & CTO; EVP & CIO | 2022–2024 | Led tech and information security strategy for a large, global regulated fintech; innovation/security expertise |
| Intel Corporation | SVP & CIO | 2020–2022 | Enterprise IT leadership in semiconductors; large-scale transformation |
| Hewlett Packard Enterprise | SVP & CIO | 2017–2020 | Information technology strategy; enterprise operations |
| Baker Hughes (GE) | VP & CIO | 2013–2017 | Energy services IT leadership; regulated industry exposure |
| Ingersoll Rand | VP & CIO | 2011–2012 | Industrial manufacturing IT leadership |
| Timex Group USA | VP & CIO | 2006–2011 | Consumer products IT leadership |
| Carrier/United Technologies | VP & CIO (Carrier); various roles | 1987–2006 | HVAC and industrial tech IT leadership; early career progression |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| East West Bancorp, Inc. | Director | Since 2019 | Also director of subsidiary East West Bank; adds regulated financial services board experience |
| DataStax | Director | Since 2022 | Private company (real-time data for AI); technology ecosystem insights |
| University of Houston Data Science Institute | Advisory Board Member | 2018–2020 | Academic/industry linkage for data science |
| IBM Global Technology Services | Customer Advisory Board Member | 2016–2017 | Enterprise services feedback and governance |
| Junior Achievement of Southeast Texas | Board Member | 2014–2017 | Community/leadership engagement |
Board Governance
- Current committee assignments: Audit; Compensation and Human Capital; Finance and Strategy—positions that align with her technology, security, and regulated industry expertise .
- Independence: Board determined all non-CEO directors, including Deskus, are independent .
- Attendance/engagement: 2024 Board met 13 times (avg attendance 98%); Audit avg attendance 97% (10 meetings); Compensation avg attendance 100% (5 meetings); Finance avg attendance 100% (4 meetings). Directors attended ≥75% of Board/committee meetings; all non-employee directors attended the annual meeting .
- Audit Committee financial experts: Branderiz, Mackay, Wijnberg (Deskus not designated a financial expert) .
- Time-commitment/overboarding compliance: Governance Committee annually reviews outside commitments; all nominees in compliance with limits (NEO of any public company ≤1 other public board; all others ≤3) .
- Executive sessions: Regular executive sessions of independent directors; separate independent Board Chair structure maintained .
Committee Attendance Averages
| Area | 2023 | 2024 |
|---|---|---|
| Board – Weighted average attendance | 98% | 98% |
| Audit Committee – Weighted average attendance | 94% (11 mtgs) | 97% (10 mtgs) |
| Compensation & Human Capital – Weighted average attendance | 100% (7 mtgs) | 100% (5 mtgs) |
| Finance & Strategy – Weighted average attendance | 96% (7 mtgs) | 100% (4 mtgs) |
Fixed Compensation
- Structure (non-employee directors): Annual cash retainer $100,000; committee member/ chair fees; annual RSU grant $220,000 (Board Chair $270,000); RSUs vest 100% after one year . In 2024, the Board increased Governance Committee fees (member to $12,500; chair to $22,500) and Finance Committee chair to $22,500, effective post-2024 meeting and reflected in 2025 proxy .
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board cash retainer | $100,000 | $100,000 | $100,000 |
| Audit Committee – member / chair | $20,000 / $35,000 | $20,000 / $35,000 | $20,000 / $35,000 |
| Compensation Committee – member / chair | $15,000 / $25,000 | $15,000 / $25,000 | $15,000 / $25,000 |
| Finance Committee – member / chair | $15,000 / $20,000 | $15,000 / $20,000 | $15,000 / $22,500 |
| Governance Committee – member / chair | $10,000 / $20,000 | $10,000 / $20,000 | $12,500 / $22,500 |
| Annual RSU – member / Chair | $220,000 / $270,000 | $220,000 / $270,000 | $220,000 / $270,000 |
- Deskus – reported compensation:
| Year | Fees Earned or Paid in Cash | Stock Awards (grant-date FV) | Total |
|---|---|---|---|
| 2023 | $142,459 | $219,957 | $362,416 |
| 2024 | $150,000 | $219,968 | $369,968 |
Other notes: Directors can elect stock in lieu of cash retainers; RSU deferral elections are available (no deferral election listed for Deskus among named deferrals in 2024/2025 tables). Dividend equivalents on director RSUs/DSUs are credited as additional RSUs/DSUs beginning Sept 2023 .
Performance Compensation
- Directors at CTSH do not receive performance-based equity or cash; compensation is cash retainers plus time-based RSUs . Given Deskus serves on the Compensation Committee, the following tables summarize the performance plan metrics overseen by that committee for executives (signals for governance quality).
Annual Cash Incentive (ACI) – Metrics by Year
| Metric | 2023 Design (weights) | 2024 Design (weights) |
|---|---|---|
| Revenue growth (currency- and acquisition-adjusted) | 55% | 55% |
| Adjusted operating margin (acquisition-adjusted) | 35% | 35% |
| Strategic objectives basket | 5% Gender diversity; 5% strategic services revenue (total 10%) | 10% total qualitative (gen AI, Synapse skilling, inclusive workforce) |
ACI Payout Results (Corporate Leaders)
| Period | ACI Payout (%) |
|---|---|
| 2023 | 30.3% |
| 2024 | 107.3% |
PSU Payout Results (Company-wide awards)
| Award | Performance Period | Payout (%) |
|---|---|---|
| 2021–2023 PSUs | 3-year | ~91.4% (settled Mar 15, 2024) |
| 2022–2024 PSUs | 3-year | ~28.1% (final achievement approved Mar 2025) |
2024–2026 PSUs – Metrics and Weightings
| Metric | Weighting | Target design |
|---|---|---|
| Relative revenue growth vs. 10 peers | 50% | Rank median (5th–6th); ±15% payout adj. if within ±200bp of top 3 avg or >100bp below others |
| Adjusted diluted EPS (absolute) | 25% | 2026 target requiring significant growth over 2023 adjusted EPS |
| Relative TSR vs. S&P 500 | 25% | Target 50th percentile; capped at target if absolute TSR is negative |
Say-on-pay support: 92% approval in both 2023 and 2024, which the committee considered in setting 2024 design changes (greater emphasis on relative performance) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| East West Bancorp/Bank (financials) | None disclosed with CTSH | No related-party transactions requiring disclosure since Jan 1, 2024 (and since Jan 1, 2023 in prior proxy) . Governance Committee reviews independence and conflicts annually; Board confirms independence . |
Expertise & Qualifications
- Listed strengths: Technology and consulting services; innovation/security; regulated industries .
- 2024 profile additionally notes operations management, international business development, and public company governance .
Equity Ownership
- Ownership guidelines: Directors must hold shares valued at 5x annual cash retainer ($500,000 for those joining post-Jun 7, 2022) within five years; as of April 7, 2025, all directors who joined before Jan 1, 2024 had satisfied the guideline; the remaining director is on track . No hedging, short sales, margin accounts or pledging of Cognizant securities permitted . None of the reported shares for directors are pledged as security .
| Metric (shares) | Apr 8, 2024 | Apr 7, 2025 |
|---|---|---|
| Direct holdings | 10,602 | 14,184 |
| Awards vesting (≤60 days) | 3,566 | 3,404 |
| Deferred RSUs/DSUs | — | — |
| Unvested awards | — | — |
| Total stock-based holdings | 14,168 | 17,588 |
Note: Additional RSUs/DSUs credited in lieu of dividend equivalents (beginning 4Q23) for directors include 25.69 units for Deskus, reflected in aggregate awards outstanding reporting .
Section 16 Compliance (Insider Filings)
| Year | Status |
|---|---|
| 2023 | All directors and officers filed timely (no delinquent reports) |
| 2024 | All directors and officers filed timely (no delinquent reports) |
Governance Assessment
- Board effectiveness and investor confidence signals: Strong committee coverage (Audit, Compensation, Finance) with high attendance; robust shareholder engagement; and majority independent board with separate Chair/CEO structure .
- Alignment and incentives: Director pay mix remains cash + time-based RSUs (no performance pay), with meaningful stock ownership guidelines met and strict prohibitions on hedging/pledging, supporting alignment without undue risk .
- Compensation oversight: As a Compensation Committee member, Deskus was part of the shift to more relative performance in 2024–2026 PSUs and refined ACI design; say-on-pay support remained high (92%) in 2023–2024 .
- Conflicts/related-party: No related-party transactions disclosed; independence reaffirmed; Governance Committee reviews time commitments and conflicts annually (no issues flagged) .
- RED FLAGS: None disclosed—no pledging/hedging, no related-party transactions, timely insider filings, and strong attendance; monitor any evolving interlock risks through EWBC if CTSH engages materially with the bank (none disclosed) .