Ganesh Ayyar
President, Intuitive Operations and Automation and Industry Solutions at 
COGNIZANT TECHNOLOGY SOLUTIONS
COGNIZANT TECHNOLOGY SOLUTIONSExecutive
About Ganesh Ayyar
Ganesh Ayyar (age 63) is President, Intuitive Operations & Automation and Industry Solutions at Cognizant, leading global business process, automation, and platform services; he joined Cognizant in 2019 after serving as CEO of Mphasis (2009–2017) and holds a BCom and Chartered Accountancy from India . In 2024, Cognizant delivered $19.7B revenue (+2.0% YoY), with GAAP and adjusted operating margin expansion of ~80 bps and 20 bps, respectively; relative TSR outcomes on legacy PSUs were weak (2022–2024 paid ~28.1%), with signs of improvement on in-cycle PSUs (2023–2025 tracking better on TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognizant | President, Intuitive Operations & Automation and Industry Solutions | Mar 2025 – present | Leads global business process, automation, and platform services practice . |
| Cognizant | EVP & President, Intuitive Operations & Automation and Industry Solutions | Apr 2023 – Mar 2025 | Drove integrated practice revenue/profit metrics used in ACI . |
| Cognizant | EVP & President, Intuitive Operations & Automation | Jul 2022 – Apr 2023 | Scaled automation-led delivery . |
| Cognizant | EVP & President, Digital Operations | Aug 2019 – Jun 2022 | Transformed digital operations franchise . |
| Mphasis (India-listed) | Chief Executive Officer | 2009 – 2017 | Recognized CEO of the Year (2016); led successful transformation and market value enhancement . |
Fixed Compensation
| Year | Base Salary | Target Bonus (ACI) | Target Bonus % of Salary | Actual ACI Paid |
|---|---|---|---|---|
| 2024 | S$958,000 (≈$716,860) [converted] | S$958,000 (≈$716,860) | 100% | $693,276 (≈96.7% of target) |
Notes: USD conversions per proxy (S$1 ≈ $0.75 12‑month average) . ACI payout for business-unit leaders: Ayyar 96.7% (corporate leaders paid 107.3%) .
Performance Compensation
2024 ACI Design (Ayyar – Business Unit Leader)
| Component | Weighting | Targeting Framework | 2024 Outcome/Payout Basis |
|---|---|---|---|
| Business Unit Revenue (constant currency) | 35% | BU revenue growth; targets set with FX/acquisition adjustments | Included in Ayyar’s overall 96.7% payout . |
| Business Unit Profit | 25% | BU profit; rigor maintained amid macro uncertainty | Included in Ayyar’s overall 96.7% payout . |
| Corporate Revenue (adj. for FX/acqs) | 22% (40% of ACI × 55%) | Target implied ~3% growth over 2023 before acqs; adjusted for FX/acqs | Corporate leaders paid 107.3% . |
| Corporate Adjusted Operating Margin | 14% (40% × 35%) | Target implied +20 bps YoY before acqs; adjusted for acqs | Corporate leaders paid 107.3% . |
| Strategic Initiatives (genAI, Synapse, inclusion) | 4% (40% × 10%) | Qualitative basket; evaluated by Committee | 100% for corporate; included in Ayyar’s result . |
Notes: Corporate ACI metrics paid 107.3%; Ayyar’s blended corporate/BU mechanics produced 96.7% payout .
PSU Outcomes and Design
| Award | Performance Period | Metrics and Weighting | Targeting/Payout Structure | Status/Result |
|---|---|---|---|---|
| 2022–2024 PSUs | 3 years | Revenue growth (CC, acq-adjusted); Adjusted EPS; Relative TSR (S&P IT + global IT peers) | 0–200% payout; annual revenue/EPS goals set upfront | Paid ~28.1% of target (settled Mar 17, 2025) . |
| 2023–2025 PSUs | 3 years | Revenue (CC, acq-adjusted); Adjusted EPS; Relative TSR (S&P 500) | 0–200% payout; year-by-year revenue/EPS assessed | Tracking below target on rev/EPS; TSR tracking improved (interim) . |
| 2024–2026 PSUs | 3 years | Relative Revenue Growth vs 10 peers (50%); Adjusted 2026 EPS (25%); Relative TSR vs S&P 500 (25%, capped at target if absolute TSR negative) | 0–200%; vest post-certification in early 2027 | In-cycle; 3-year targets set; interim TSR shown for info only . |
Equity Ownership & Alignment
Beneficial Ownership (as of April 7, 2025)
| Measure | Amount |
|---|---|
| Common stock – Direct holdings | 90,224 shares |
| Awards vesting within 60 days | 1,970 shares |
| Unvested awards (RSUs/PSUs; non-voting) | 54,283 units |
| Total reported holdings | 146,477 shares/units |
| Ownership as % of shares outstanding | ~0.03% (146,477 / 492,939,296) |
| Shares pledged as collateral | None (pledging prohibited) |
| Hedging/short sales/margin use | Prohibited |
| Stock ownership guideline | 4× base salary for NEOs; all NEOs compliant as of 4/7/2025 |
Outstanding and Vesting Detail (12/31/2024)
| Instrument | Grant/Tranche | Unvested (Units) | Market Value Basis | Vesting/Cadence |
|---|---|---|---|---|
| RSUs | Multiple grants (2022–2024) | 98; 973; 5,023; 378; 8,123 | See table values at $76.90 12/31/24 | Time-based per schedules noted below . |
| PSUs | 2023–2025 (target basis) | 13,576 | $1,043,994 | Vests after certification post-2025 (subject to performance) . |
| PSUs | 2024–2026 (max basis in table view) | 21,660 | $1,665,654 | Vests after certification post-2026 (subject to performance) . |
Vesting schedule (RSUs – Ayyar): 9,014 shares are scheduled to vest in Feb, Mar, May, Jun, Aug, Sep, Nov, Dec 2025; 4,678 shares in Feb, Mar, Jun, Sep, Dec 2026; and 903 shares in Mar 2027 (subject to continued service) .
Stock vested in 2024: 21,417 shares; value realized $1,659,749. Notably, unlike other NEOs, shares were generally not net-withheld for taxes (i.e., potential indication of hold posture) . Options: none outstanding as of 12/31/2024 .
Employment Terms
Severance and Change-in-Control Economics (as of 12/31/2024; USD)
| Trigger | Salary + Bonus | Benefits | Equity Acceleration/Extension | Total |
|---|---|---|---|---|
| Qualifying termination (no CIC) | $1,433,721 | — | $894,885 | $2,328,606 |
| Qualifying termination (within 12 months of CIC) | $2,867,442 | — | $2,011,243 | $4,878,684 |
| Death or disability | $716,860 | — | $2,011,243 | $2,728,103 |
Key terms:
- Double-trigger CIC: cash (2× salary + target bonus), full acceleration for time-based awards; pro-rata performance awards based on elapsed period and performance as of CIC .
- Non-CIC severance: 1× salary, 100% target ACI in lump sum, and acceleration of awards otherwise vesting in next 12 months .
- Non-compete/non-solicit: one-year post-termination; release required; perpetual confidentiality; IP covenant 6 months (where permitted by law) .
- Policy limits: no severance cash >2.99× salary+target bonus without shareholder approval; no excise tax gross-ups .
- Retirement, death, disability policy: continued RSU settlement on schedule upon retirement; pro-rata PSU for performance period served; company-paid health benefits for specified periods by title tier .
Compensation Tables (SEC View)
| Year | Salary | Stock Awards | Non-Equity Incentive Plan Comp. | All Other Comp. | SEC Total |
|---|---|---|---|---|---|
| 2024 | $716,860 | $1,757,936 | $693,276 | $8,781 | $3,176,853 |
Other comp details: CPF matching contribution $8,781 (Singapore), converted at S$1 ≈ $0.75; U.S. NEO plan participation (401k/ESPP/CSRP) described for U.S.-based officers; Ayyar participates in CPF as a Singapore-based executive .
Compensation Structure and Governance
- Pay-for-performance mix: Substantial at-risk pay via ACI, RSUs, and PSUs; 2024 design maintained rigor amid macro uncertainty; corporate ACI paid 107.3% vs Ayyar’s 96.7% blended result .
- PSU design shift: 2024–2026 increases emphasis on relative revenue growth (vs 10 peers) and relative TSR vs S&P 500; adjusted EPS remains absolute; 0–200% payout; TSR capped at target if absolute TSR negative .
- Clawbacks: SEC Rule 10D‑1 no‑fault restatement recoupment plus broader misconduct clawback extending to time-based awards and bonuses .
- Ownership discipline: 4× salary guideline; prohibitions on hedging, short sales, margin accounts, pledging; NEOs in compliance as of April 7, 2025 .
- Say‑on‑pay support: ~92% approval in 2023 and 2024 .
Investment Implications
- Alignment and incentive quality: Ayyar’s incentives are tightly linked to BU revenue/profit and company results (ACI) and to multi-year relative revenue growth, EPS, and TSR (PSUs), supporting performance linkage; legacy PSU underperformance (28.1% for 2022–2024) reflects high target rigor and macro headwinds, not structural pay inflation .
- Vesting calendar and potential flow: RSU vestings cluster in eight months during 2025 (9,014 shares), stepping down in 2026–2027, which can create periodic selling/liquidity needs; however, 2024 vesting disclosure suggests Ayyar did not net-settle for taxes, a constructive signal for alignment .
- Retention risk: Contract provides moderate severance (1× cash, 2× with CIC) and equity acceleration that balances retention with shareholder protections (double-trigger, no gross-ups, 2.99× cap), indicating manageable retention risk and limited change-of-control windfall risk .
- Skin-in-the-game: 146,477 total units/shares reported with no pledging, and guideline compliance (4× salary), supports alignment; ownership is <1% as expected for a non-founder EVP (~0.03% of outstanding shares) .
- Monitoring catalysts: Watch 2024–2026 PSU relative revenue ranking vs the 10-peers set, adjusted 2026 EPS trajectory, and TSR vs S&P 500, as these will drive vesting outcomes and realized pay; ACI design for 2025 further emphasizes BU/corporate collaboration and genAI strategic initiatives, tying compensation to execution on growth vectors .