John Kim
Chief Legal Officer, Chief Administrative Officer and Corporate Secretary at 
COGNIZANT TECHNOLOGY SOLUTIONS
COGNIZANT TECHNOLOGY SOLUTIONSExecutive
About John Kim
John Kim is Chief Legal Officer, Chief Administrative Officer and Corporate Secretary of Cognizant (title effective March 2025), responsible for legal, corporate secretary, compliance, corporate security, regulatory, ESG, global real estate, procurement, contract lifecycle risk management and strategic negotiations; he joined Cognizant in November 2019 as SVP & Deputy General Counsel, Global Commercial Contracts. He is 57, holds a B.A. from Columbia University and a J.D. from Cornell Law School . Company performance context for incentive alignment: 2024 revenue was $19.7B (+2.0% YoY), ACI paid 107.3% of target for corporate leaders, 2022–2024 PSUs paid ~28.1% (below target), and relative TSR trends improved in the 2023–2025 cycle to the 66.7th percentile for the first two years (informational) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capgemini | Global Head of Big Deals | Not disclosed | Led large-scale commercial negotiations; pre-CTSH experience cited in proxy bio . |
| WNS Global Services (U.S.) | U.S. Counsel | Not disclosed | Legal leadership for U.S. operations in IT/BPO context . |
| Travelport | General Counsel | Not disclosed | Senior legal leadership at a travel technology company . |
| Various technology services companies | Legal leadership roles | Not disclosed | Broad technology services deal-making and governance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in the proxy biography . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $650,000 | $700,000 | $800,000 |
| Target Bonus ($) | — | — | $800,000 (100% of base) |
| Actual Bonus Paid (Non-Equity Incentive) | $501,891 | $212,030 | $858,640 (107.3% of $800k target) |
Notes:
- 2024 target direct compensation set at $4.9M: $800k base, $800k ACI target, $1.65M PSUs, $1.65M RSUs (reflecting larger scope including corporate security) .
Performance Compensation
2024 Annual Cash Incentive (ACI) – Design and Payout (Corporate leaders)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue growth (FX/acq.-adjusted) | 55% | Ambitious target set ex-ante | Performance assessed with FX/acq. adjustments | Contributed to 107.3% overall payout |
| Adjusted operating margin | 35% | Target with +20 bps YoY (pre-acq. adj.) | Assessed with acq. adjustments | Contributed to 107.3% overall payout |
| Strategic initiatives (incl. gen AI, Synapse, inclusion) | 10% | Qualitative goals | Committee judgment: 100% | Included in 107.3% overall payout |
Overall ACI payout for corporate leaders: 107.3% of target .
Equity Awards Granted in 2024 (John Kim)
| Award | Grant date | Shares/Units (Target) | Vesting / Performance | Grant Date Fair Value |
|---|---|---|---|---|
| 2024–2026 PSUs | 2/28/2024 | 21,024 target (range 0–42,048) | 3-year metrics: Relative revenue growth vs 10 peers (50%), Adjusted diluted EPS (25%), Relative TSR vs S&P 500 (25%); payout 0–200%; certify early 2027 | $1,762,652 |
| RSUs (annual) | 2/28/2024 | 15,290 | 1/12th quarterly over 3 years through 3/1/2027 | $1,199,959 |
| RSUs (transition) | 2/28/2024 | 11,467 | Front-loaded quarterly vesting pattern through 3/1/2027 (to maintain targeted vesting cadence) | $899,930 |
PSU design details (applicable to NEOs):
- Relative revenue growth target: rank 5th/6th among 11 (incl. CTSH); modifier applies if rank 4–8 and within ±200 bps to Top 3 avg or ≥100 bps below Others avg .
- Relative TSR capped at target if absolute TSR negative .
PSU Outcomes and Tracking
| Cycle | Components | Outcome/Tracking |
|---|---|---|
| 2022–2024 PSUs | Revenue, Adjusted EPS (annual measures), Relative TSR | Final payout ~28.1% of target; revenue/EPS components 0% in 2023 & 2024; TSR component 71.9% . |
| 2023–2025 PSUs | Revenue, Adjusted EPS, Relative TSR | Tracking below target so far: Revenue 0% (2023, 2024), Adjusted EPS 76% (2023), 67% (2024); TSR informational only . |
2024 Realized Equity Vesting (value on vest)
| NEO | Shares vested in 2024 | Value realized |
|---|---|---|
| John Kim | 35,034 | $2,705,380 |
Equity Ownership & Alignment
| Ownership detail (as of April 7, 2025) | Amount |
|---|---|
| Common stock – Direct holdings | 38,638 |
| Awards vesting within 60 days | 4,365 |
| Unvested awards (non-voting) | 99,811 |
| Total stock-based holdings | 142,814 |
| Ownership as % of outstanding | Each NEO <1% of shares outstanding |
| Shares pledged | None; insider policy prohibits pledging; table notes no shares pledged (standard account set-off clauses may exist) |
| Stock ownership guideline | 4x base salary for NEOs |
| Guideline compliance | All NEOs in compliance as of April 7, 2025 |
| Hedging/short sales/margin/pledging | Prohibited for directors/executives/employees |
Vesting runway (scheduled RSU vestings for John Kim per outstanding awards table):
- 2025: 19,229 shares scheduled to vest across specified months .
- 2026: 9,622 shares scheduled to vest (Feb/Mar/Jun/Sep/Dec) .
- 2027: 1,754 shares scheduled to vest (March) .
Insider trading plan: Adopted Rule 10b5-1 plan on September 12, 2025 (scheduled expiration May 29, 2026) for sale of up to 10,000 shares .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment start/date in current role | Joined Nov 2019; role retitled to Chief Legal Officer, Chief Administrative Officer and Corporate Secretary in March 2025 . |
| Severance (no CIC) | 1x base salary (payable over 12 months) + 100% of target ACI (lump sum); 18 months COBRA reimbursement; accelerate RSUs/time-based awards vesting scheduled in next 12 months; PSUs forfeit if performance period not ended . |
| Severance (within 12 months post-CIC) | 2x base salary (over 24 months) + 100% of target ACI (lump sum); 18 months COBRA; accelerate entire RSUs/time-based awards; PSUs: vest pro-rata based on elapsed period and performance certified as of CIC date . |
| Death | Prorated 100% target ACI; accelerate entire RSUs and PSUs; for in-flight PSUs: pro-rata vesting based on elapsed period and performance to date . |
| 280G cutback / tax gross-ups | 280G cutback to avoid excise taxes; no tax gross-ups on severance/CIC benefits . |
| Restrictive covenants | One-year post-termination non-compete and non-solicit; 6-month IP cooperation; perpetual confidentiality (subject to administrator discretion, where permitted by law) . |
| Clawbacks | Rule 10D-1 no-fault restatement clawback (3-year lookback for Section 16 officers) and supplemental misconduct clawback (fraud, significant harm, failure to report, gross negligence), covering cash/equity; “no fault” recovery regardless of misconduct . |
| Ownership/insider policy | Hedging, short sales, margin accounts and pledging prohibited . |
Potential severance economics (illustrative as of 12/31/2024):
- Qualifying termination prior to CIC: Salary+bonus $1,600,000; Benefits $33,030; Award acceleration $1,730,865; Total $3,363,895 .
- Qualifying termination following CIC: Salary+bonus $3,200,000; Benefits $33,030; Award acceleration $3,730,573; Total $6,963,603 .
- Death/disability: Salary+bonus $800,000; Award acceleration $3,730,573; Total $4,530,573 .
Compensation Structure Analysis
- Mix and shifts: John Kim’s 2024 target direct compensation increased 29% vs 2023, with base salary and ACI targets each up 14%, and larger equity emphasis via PSUs and RSUs (each +38%), reflecting expanded remit and support for CEO/CFO transitions .
- Performance orientation: Corporate ACI paid at 107.3% (balanced metrics and moderated payout curve near target amid macro uncertainty) . 2022–2024 PSU payout was 28.1% (below target), evidencing rigor and macro headwinds; 2024–2026 PSU design shifted toward relative revenue growth vs. peers and broader TSR alignment .
- Governance protections: Strong clawbacks, double-trigger CIC, 280G cutback, and strict anti-hedging/pledging enhance shareholder alignment and limit risk-taking .
- Say-on-pay support: 92% approval in both 2024 and 2023, indicating broad investor acceptance of program design .
Performance Compensation – Detailed Metrics Table (2024 structures)
| Incentive | Metric | Weight | Target | Actual/Status | Payout/Implication |
|---|---|---|---|---|---|
| ACI (Corporate) | Revenue growth (FX/acq.-adjusted) | 55% | Ambitious, set ex-ante | Assessed with FX/acq. adjustments | 107.3% overall ACI payout for corporate leaders |
| ACI (Corporate) | Adjusted operating margin | 35% | +20 bps YoY target (pre-acq. adj.) | Assessed with acq. adjustments | Contributed to 107.3% payout |
| ACI (Corporate) | Strategic initiatives | 10% | Qualitative | Committee: 100% | Included in 107.3% payout |
| PSUs 2024–2026 | Relative revenue growth vs 10 peers | 50% | Rank 5th/6th (median) | Interim informational: 6th for 2024 | Pays 0–200%; cap rules/modifiers apply |
| PSUs 2024–2026 | Adjusted diluted EPS | 25% | 2026 target implies significant growth over 2023 adjusted EPS | Informational EPS ref ~$4.75 | Pays 0–200% |
| PSUs 2024–2026 | Relative TSR (S&P 500) | 25% | 50th percentile | Informational: 38th percentile in 2024 | Capped at target if absolute TSR negative |
| PSUs 2022–2024 | Multi-metric (Rev/EPS/TSR) | — | Pre-set 3-year annual targets | Rev/EPS underachieved (0% in 2023–2024), TSR 71.9% | 28.1% payout |
Insider Trading Plans and Potential Selling Pressure
- Rule 10b5-1 plan adopted Sept 12, 2025 to sell up to 10,000 shares; scheduled expiration May 29, 2026 .
- Scheduled RSU vestings of 19,229 shares in 2025 and 9,622 in 2026 create periodic tax-withholding events (company commonly withholds shares to cover taxes on vest; see 2024 stock-vested note) which may reduce open-market selling need; however, the 10b5-1 plan indicates structured sales through mid-2026 .
Related Party Transactions, Perquisites, and Benefits
- Related parties: No transactions requiring disclosure since Jan 1, 2024 .
- Perquisites: Minimal; $4,010 security services for Kim on a business trip (Guatemala) in 2024 .
- Retirement/deferral: U.S. 401(k) match of $11,300 for Kim in 2024; no participation in nonqualified deferred compensation plans reported for NEOs .
Say-on-Pay, Peer Benchmarking, and Committee Practices
- Say-on-pay passed with 92% support in 2024 and 2023 .
- Independent consultant: Pay Governance benchmarks against a 2024 peer group and advises the Compensation Committee; no conflicts found .
- Stock ownership guidelines: CEO 6x salary, other NEOs 4x; all NEOs compliant as of April 7, 2025 .
Investment Implications
- Alignment and rigor: Strong governance (clawbacks, double-trigger CIC, anti-hedging/pledging) and below-target PSU outcomes (28.1% for 2022–2024) demonstrate pay-for-performance discipline; future PSU realizations depend on achieving relative revenue growth and TSR vs peers, and EPS growth targets .
- Near-term supply dynamics: Material RSU vesting cadence in 2025–2026 (19.2k/9.6k shares) plus an active 10b5-1 plan for up to 10k shares through May 2026 suggest modest, programmatic insider supply; tax withholding on RSU vesting often reduces market sales, but plan activity should still be monitored .
- Retention risk: Double-trigger CIC protection (2x salary+bonus; full acceleration; PSU pro rata on performance) and robust ownership levels (4x salary guideline met) reduce retention risk; however, if relative growth/TSR underperform, PSU realizations could remain muted, potentially dampening realized pay absent stock appreciation .
- Execution focus: Given Kim’s expanded remit (including corporate security) and Cognizant’s strategic pivot toward gen AI and relative performance constructs, compensation outcomes will be sensitive to share gains vs. the peer set (Accenture, Capgemini, Infosys, Wipro, TCS, etc.) and to EPS expansion trajectories communicated at Investor Day .
Helpful supplemental references (for context on title and trading plan):
- Press release quote lists Kim as Chief Legal Officer, Chief Administrative Officer and Corporate Secretary (Nov 6, 2025) .
- 10-Q Q3 2025 Item 5 table discloses Kim’s 10b5-1 plan adoption details .