Jatin Dalal
COGNIZANT TECHNOLOGY SOLUTIONSAbout Jatin Dalal
Jatin Dalal, age 50, has served as Chief Financial Officer of Cognizant since December 2023, leading global FP&A, accounting/controllership, tax, treasury, internal audit, corporate development, IR, ERM, sales operations, pricing, post-acquisition integration, and IT functions; he holds a B.E. from NIT Surat, a PGDBA from NMIMS Mumbai, completed Wharton’s AMP, and is a CA (India), ICWA (India), CIMA (UK), and CFA (US) charterholder . During his tenure, Cognizant delivered FY2024 revenue of $19.7B (+2.0% YoY) with GAAP and adjusted operating margin expansion, and in Q3 2025 raised full-year guidance amid 70 bps YoY adjusted operating margin expansion and 11% YTD adjusted EPS growth, underscoring execution and cost discipline under Dalal’s finance leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wipro Limited | President and CFO (CFO since 2015; President added 2019–2023) | 2015–2023 | Led finance and broader operations at a global tech services firm; experience across large-scale transformation and multi-segment execution . |
| Wipro (IT Business) | CFO, IT Business | 2011–2015 | Segment CFO leadership, strengthening financial discipline and segment economics . |
| General Electric | Early-career finance roles | 1999–2002 | Foundation in global finance operations and controls . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wharton School (AMP) | Executive education participant | — | Advanced strategic and leadership training for global finance leadership . |
| CIMA (UK) | Chartered Management Accountant | — | Credentialed expertise in management accounting and risk . |
| CFA Institute | Chartered Financial Analyst | — | Capital markets acumen and investor-facing credibility . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (USD) | $60,096 | $750,000 |
| Target annual cash incentive (ACI) (USD) | $750,000 target; pro rata paid at 30.3% of target due to Dec. start | $750,000 target; paid at 107.3% of target ($804,975) |
| Sign-on bonus (USD) | $150,000 (first half) | $150,000 (second half) |
| Stock awards (grant date fair value, USD) | $3,077,457 (transition RSUs and one-time RSUs included) | $7,742,990 (annual RSUs and PSUs plus new-hire PSUs) |
| All other compensation (USD) | $47,958 | $664,034 (includes relocation costs/gross-up $148,597 and legal fee/settlement reimbursement $505,087) |
| SEC total (USD) | $3,353,714 | $10,111,999 |
Performance Compensation
Annual Cash Incentive (ACI) – 2024 Design and Outcome
| Metric | Weighting | Target calibration | Actual performance | Payout impact | Vesting/Payment |
|---|---|---|---|---|---|
| Revenue growth (cc, adjusted for acquisitions) | 55% | ~3% YoY growth (pre-acquisition adjustment) | Corporate ACI paid at 107.3% of target; business-unit metrics apply to BU leaders | Contributed to above-target payout | Cash paid Q1 2025 . |
| Adjusted operating margin (adjusted for acquisitions) | 35% | +20 bps YoY increase (target rigor amid industry uncertainty) | Margin improved YoY; driver of payout | Above-target payout | Cash paid Q1 2025 . |
| Strategic initiatives (genAI, Synapse, inclusivity) | 10% | Qualitative goals; evaluated year-end | Assessed by Compensation Committee | Supported overall 107.3% payout | Cash paid Q1 2025 . |
PSUs – Grants, Metrics, and Payouts
| Award | Performance period | Metrics/weights | Target | Actual/payout | Vesting schedule |
|---|---|---|---|---|---|
| New-hire 1-year PSUs (CFO) | 2024 | Company-set measures | As granted | ~117.9% payout | After certification in early 2025 . |
| New-hire 2-year PSUs (CFO) | 2024–2025 | Company-set measures | As granted | In-cycle; to be determined at period end | After certification at period end . |
| Annual PSUs (2022–2024) | 2022–2024 | Prior design | Robust targets set before macro downturn | ~28.1% payout | Early 2025 certification . |
| Annual PSUs (2023–2025) – interim | 2023–2025 | Revenue (relative/absolute), adjusted diluted EPS | 2024 components only | Revenue ~0%; EPS ~66.6% component | Final at period end . |
| Annual PSUs (2024–2026) | 2024–2026 | Relative revenue growth vs 10 peers (50%); adjusted diluted EPS (25%); relative TSR vs S&P 500 peers (25%; capped at target if absolute TSR is negative) | Median-ish rank (5th–6th) on revenue; significant EPS growth vs 2023; TSR at 50th percentile | Full three-year; no interim determinations | Vests after performance certification in early 2027 . |
Equity Ownership & Alignment
Beneficial Ownership (as of April 7, 2025)
| Category | Shares/Units |
|---|---|
| Common stock – direct holdings | 28,101 |
| Awards vesting within 60 days | 4,130 |
| Unvested awards (RSUs/PSUs) | 123,374 |
| Total stock-based holdings | 155,605 |
| Ownership as % of shares outstanding | <1% (each NEO/director <1%) |
| Shares pledged as collateral | None; pledging prohibited by policy |
Ownership Policy, Compliance, and Trading Arrangements
- Stock ownership guidelines: CEO 6x salary; other NEOs 4x salary; measured against salary at guideline entry and stock price on first trading day of the fiscal year; five-year compliance window; all NEOs in compliance as of April 7, 2025 .
- Hedging, short sales, margin accounts, and pledging are prohibited for directors, officers, and employees .
- 10b5-1 trading plan: adopted September 6, 2024 to sell up to 5,000 shares, expiring December 22, 2024 (affirmative defense to insider trading) .
Employment Terms
Appointment and Agreements
- Appointment: Announced September 28, 2023; effective December 2023; succeeded Jan Siegmund (who assisted transition as advisor) .
- Offer Letter and Employment Agreement: Target annual direct compensation set at $5.2M (base $750K; ACI $750K; PSUs $1.85M; RSUs $1.85M); entry into Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement in the standard form for executives .
- New-hire/transition awards: RSU Buyout Award ($765K) vesting quarterly over one year from start date; one-year PSUs ($1.85M); two-year PSUs ($1.85M); transition RSUs to align quarterly vesting cadence .
Severance and Change in Control Economics
| Scenario (as of Dec 31, 2024) | Salary+Bonus | Benefits | Awards acceleration/extension | Total |
|---|---|---|---|---|
| Qualifying termination prior to change in control | $1,500,000 | $33,030 | $3,574,850 | $5,107,880 |
| Qualifying termination following change in control | $3,000,000 | $33,030 | $6,181,145 | $9,214,175 |
| Death or disability | $750,000 | — | $6,181,145 | $6,931,145 |
- Policy cap: Senior executive cash severance limited to ≤2.99x base salary + target bonus absent shareholder approval (governance policy) .
- Double trigger: Benefits payable upon qualified termination in connection with a change in control; single-trigger not used .
- Clawback: Robust policy including Rule 10D-1-compliant “no-fault” recovery after accounting restatements, plus broader misconduct-related recoupment provisions for incentive compensation .
Perquisites and Other Items
- Relocation support for move from India to U.S. including tax gross-up and allowance ($148,597; $10,000 allowance) .
- Legal fee and settlement reimbursement ($505,087) to resolve prior-employer (Wipro) matters without admission of liability .
- Security services as needed for executives (policy-wide), with specific instance noted for another executive; Cognizant seeks minimal perquisites overall .
Performance & Track Record
- FY2024: $19.7B revenue (+2.0% YoY) with GAAP and adjusted operating margin expansion; 29 large deals ≥$100M signed vs 17 prior year; portfolio strengthened via Thirdera and Belcan acquisitions .
- Q3 2025: Revenue $5.415B (+7.4% YoY; +6.5% cc); Adjusted operating margin 16.0% (+70 bps YoY); Adjusted EPS $1.39 (+11% YoY); bookings TTM $27.5B (+5% YoY); capital return YTD $1.5B; FY2025 cc revenue growth guidance raised to 6.0–6.3% .
- CFO commentary: Raised guidance and emphasized execution, cost discipline, and confidence via buybacks ($1B through Q3) .
Compensation Governance and Peer Benchmarking
- Compensation Committee: Independent oversight of executive pay, equity plans, employment/severance arrangements, ownership guidelines, clawbacks; recent focus on attrition mitigation and AI-linked strategic initiative in ACI .
- Consultant: Pay Governance engaged; peer benchmarking across 18 technology/software/professional services firms to calibrate competitiveness .
- Say-on-pay support: 92% in 2024 and 92% in 2023 .
Equity Award Detail (2024 grants; grant-date fair value)
| Component | Dalal Grant-Date Value |
|---|---|
| Annual RSUs (incl. transition grants) | $1,849,931 |
| Annual PSUs (2024–2026) | ~$1,976,276 |
| CFO new-hire PSUs (1-year) | $1,951,703 |
| CFO new-hire PSUs (2-year) | $1,965,080 |
Note: RSUs vest quarterly over 3 years; transition RSUs front-load vesting to align quarterly cadence; 2024–2026 PSUs measured on three-year relative revenue growth vs 10 peers, adjusted EPS, and relative TSR vs S&P 500 constituents (cap at target if absolute TSR negative) .
Related Party Transactions and Risk Indicators
- Related party transactions: None requiring disclosure since January 1, 2024 .
- Risk controls: No hedging/shorting/margin/pledging; strong clawbacks; double-trigger CIC; senior severance cap; robust audit oversight .
- Insider selling pressure: Adopted limited 10b5-1 plan to sell up to 5,000 shares (Sep–Dec 2024), a relatively small volume vs holdings, mitigating discretionary timing concerns .
Equity Ownership & Alignment (Guideline Compliance)
| Item | Policy/Status |
|---|---|
| Ownership multiple | Other NEOs: 4x salary; CEO 6x salary |
| Compliance timing | 5 years to comply; assessed annually at first trading day price |
| Dalal status | In compliance as of April 7, 2025 |
Employment Terms Summary
| Term | Detail |
|---|---|
| Start date | December 2023 |
| Target direct compensation (2024) | $5.2M: $750K base; $750K ACI; $1.85M PSUs; $1.85M RSUs |
| New-hire/transition awards | RSU Buyout ($765K; vest over one year); 1-yr and 2-yr PSUs ($1.85M each) |
Investment Implications
- Pay-for-performance alignment is strong: majority of Dalal’s target pay is at risk via annual ACI and multi-year PSUs with rigorous relative metrics (revenue rank, TSR) and adjusted EPS, reducing windfall risk and aligning to shareholder outcomes .
- Retention risk appears contained: sizable unvested RSUs/PSUs (123,374 units) and compliance with ownership guidelines enhance “skin in the game,” while severance/CIC terms are within shareholder-friendly bounds (2.99x cap; double-trigger) .
- Selling pressure looks limited: 2024 10b5-1 plan covers only up to 5,000 shares, and pledging/hedging are prohibited; monitor ongoing vesting-related withholdings and future plan adoptions for signals .
- Governance signals positive: strong say-on-pay support (92%), independent committee oversight, Pay Governance benchmarking, and robust clawbacks; note relocation gross-up and legal reimbursement (legacy employer dispute) as non-recurring but worth monitoring for precedent .