Bram Schot
COGNIZANT TECHNOLOGY SOLUTIONSAbout Bram Schot
Independent director of Cognizant Technology Solutions (CTSH) since 2023; age 63; MBA from the University of Bradford (England). Former Chairman & CEO of Audi AG and senior executive at Volkswagen Group and Daimler/Mercedes-Benz. Serves on CTSH’s Finance & Strategy Committee and Governance & Sustainability Committee; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volkswagen AG / Audi AG | Audi AG Chairman & CEO; Volkswagen Group Board of Management Member; Audi Board of Management Member; Volkswagen Commercial Vehicles EVP/Board of Management | 2011–2020 | Led transition toward sustainability and electrification; global marketing, sales and services leadership |
| Daimler AG / Mercedes-Benz Italia | President & CEO (Italian operations) | 2006–2011 | Innovation, cost-optimization, organizational effectiveness in global automotive context |
| DaimlerChrysler Nederland / Mercedes-Benz Nederland | President & CEO; prior leadership incl. Marketing Director & Corporate Strategy/Planning | 1998–2006 | National leadership; strategy and marketing oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Shell plc | Director | 2020 | Global energy company board service |
| Signify N.V. | Director | 2022 | Multinational lighting company board service |
| Compagnie Financière Richemont SA | Director | 2023 | Global luxury goods holding company board service |
| Carlyle Group | Senior Advisor | 2022 | Advisory role |
| TomTom N.V. | Senior Advisor | 2021 | Advisory role |
| Next Mobility Labs GmbH | Partner & Senior Advisor | 2022 | Mobility-focused advisory role |
| Global Cleantec Management B.V. | Senior Advisor | 2021 | Advisory role |
| ADS-Tec Holding | Senior Advisor | 2022 | Advisory role |
| Laureus Foundation | Board Member | 2022 | Non-profit governance |
| SDA Bocconi School of Management | Associate Professor of Practice (Corporate Strategy) | 2021 | Academic role |
Board Governance
- Committees: Finance & Strategy Committee (capital allocation, M&A, investor relations, ERP, responsible AI oversight; 2024 attendance avg. 100%) and Governance & Sustainability Committee (nominations, independence, board self-evaluation, governance structure, public policy, sustainability; 2024 attendance avg. 96%) .
- Independence: Board majority independent (12 of 13 nominees); Schot independent; Audit and Compensation Committees meet heightened independence criteria under Nasdaq/SEC rules .
- Attendance: Directors averaged 98% attendance at 13 board meetings in 2024; each director attended ≥75% of board and committee meetings; all non-employee directors attended the 2024 annual meeting .
- Tenure and time commitments: Directors elected annually under majority voting standard; Governance Committee annually reviews outside commitments. Policy limits: non-NEO directors may serve on no more than three other public company boards; Schot serves on three (Shell, Signify, Richemont) and Governance Committee confirmed all nominees’ commitments are appropriate .
- Executive sessions: Regular executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Amount | Detail/Notes |
|---|---|---|
| Board Annual Cash Retainer | $100,000 | Standard non-employee director retainer |
| Finance & Strategy Committee Member Fee | $15,000 | Member retainer |
| Governance & Sustainability Committee Member Fee | $12,500 | Member retainer (raised from $10,000 in 2024) |
| Total Fees Earned/Paid in Cash (2024) | $127,500 | As reported for Schot |
Additional alignment election: Schot elected to receive his annual cash retainer in fully vested shares in 2025, receiving 1,951 shares at $65.35 on June 4, 2025 (value included within “Fees Earned or Paid in Cash” accounting treatment per proxy footnote) .
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Annual RSU Award (Director) | June 4, 2024 | 3,366 RSUs | $219,968 (at $65.35/share) | 100% vest on the one-year anniversary; director RSUs are time-based (no performance metrics) |
- Dividend equivalents for directors are credited in additional RSUs/DSUs (post Sept. 2023 policy); Schot held 25.69 RSUs/DSUs credited from dividend equivalents among his aggregate awards .
- No director performance metrics disclosed; director equity compensation is time-based RSUs vesting on the one-year anniversary .
Other Directorships & Interlocks
| External Board | Industry | Potential Interlock/Conflict with CTSH |
|---|---|---|
| Shell plc | Energy | No related-person transactions disclosed; Board independence reviewed annually |
| Signify N.V. | Lighting | No related-person transactions disclosed |
| Richemont | Luxury goods | No related-person transactions disclosed |
- Overboarding risk monitoring: Schot is at the policy limit (three other public boards); Governance Committee annually reviews time commitments and confirmed compliance for all nominees .
- Related-party transactions: None requiring disclosure since January 1, 2024; Audit Committee oversees related-party review process .
Expertise & Qualifications
- Operations management, international business development, public company leadership (as highlighted in board skills matrix and biography) .
- Transformational leadership through sustainability/electrification at Audi/Volkswagen; strategic roles across global automotive .
Equity Ownership
| Ownership Category (as of April 7, 2025) | Shares/Units |
|---|---|
| Common Stock – Direct Holdings | 8,347 |
| Common Stock – Awards Vesting within 60 days | 3,404 |
| Common Stock – Indirect Holdings | — |
| Unvested Awards (non-voting interests) | — |
| Deferred RSUs/DSUs | — |
| Total | 11,751 |
- None of Schot’s shares are pledged; company policy prohibits hedging, short sales, margin accounts, and pledging for directors .
- Director stock ownership guidelines: 5x annual cash retainer; compliance required within five years. As of April 7, 2025, all directors who joined before Jan 1, 2024 (including Schot) had satisfied the requirement; remaining director on track .
Governance Assessment
- Committee impact: Schot’s roles on Finance & Strategy and Governance & Sustainability position him at the center of oversight on capital allocation, M&A execution, responsible AI, sustainability, and board refreshment—key areas influencing investor confidence .
- Independence & attendance: Independent status, high overall board and committee attendance, and regular executive sessions support board effectiveness .
- Alignment: Material equity-based director compensation, adherence to ownership guidelines, and a 2025 election to take retainer in stock demonstrate alignment with shareholders .
- Conflicts/related-party exposure: No related-person transactions disclosed; annual independence and conflict reviews by the Governance Committee .
- Bandwidth risk: Three external public boards place Schot at CTSH’s policy limit for non-NEO directors; Governance Committee confirmed appropriate time commitments. Monitor for changes that could affect capacity, though current compliance mitigates risk .
- Shareholder sentiment: Say-on-pay support remained high (92% in 2024 and 2023), indicating overall investor confidence in governance and compensation frameworks (context signal) .