John M. Dineen
COGNIZANT TECHNOLOGY SOLUTIONSAbout John M. Dineen
Independent director of Cognizant since 2017; age 62; B.S., University of Vermont. Former President & CEO of GE Healthcare and CEO of GE Transportation, with broad international operating experience; currently chairs Cognizant’s Finance and Strategy Committee and serves on the Audit Committee . His background centers on regulated industries, operations management, and public company leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | President & CEO, GE Healthcare | 2008–2014 | Led a ~$18B revenue global enterprise with ~50,000 employees; extensive regulated-industry and international leadership . |
| General Electric (GE) | CEO, GE Transportation | 2005–2008 | Managed key GE division; operations leadership . |
| Clayton, Dubilier & Rice | Operating Advisor (Healthcare) | 2015–2022 | Private equity operating advisor, healthcare sector . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Lam Research Corporation (LRCX) | Director | Since 2023 | Current public company board . |
| Syneos Health, Inc. | Director (past) | 2018–2023 | Past public company directorship . |
| Merrimack Pharmaceuticals, Inc. | Director (past) | 2015–2019 | Past public company directorship . |
Board Governance
- Independence: Independent director; Audit Committee comprised of independent directors per charter; Audit Committee report includes his name among members .
- 2024 board-level cadence: 13 meetings; 98% average director attendance .
- Committee assignments: Chair, Finance and Strategy Committee; Member, Audit Committee .
| Committee | Role | 2024 Meetings | Avg Attendance | Key Responsibilities | Recent 2024 Focus |
|---|---|---|---|---|---|
| Finance & Strategy | Chair | 4 | 100% | Capital structure and allocation; M&A strategy and execution; dividend/repurchase programs; ERP/operational scalability; oversight of emerging tech (incl. gen AI) and responsible AI; treasury and IR . | Oversaw ~$1.2B in 2024 repurchases+dividends; capital deployment for acquisitions incl. Belcan; real estate footprint rationalization; responsible AI oversight . |
| Audit | Member | 10 | 97% | Financial reporting and controls; external auditor; internal audit; ethics/compliance; ERM; cybersecurity/data privacy; tax; third-party risk; BCM . | 2024 financials/disclosure; auditor selection for 2025; IT/security modernization; oversight of litigation/compliance; cybersecurity programs . |
Majority voting standard; directors limited to ≤3 other public boards (or 1 if a public company NEO). The Board reviews potential conflicts and independence; no family relationships among directors/executives .
Fixed Compensation
| Component (Non-Employee Director) | Amount/Structure | Source |
|---|---|---|
| Board annual cash retainer | $100,000 | |
| Audit Committee member retainer | $20,000 | |
| Finance & Strategy Committee chair retainer | $22,500 (increased from $20,000 post-2024 benchmarking) | |
| Total cash fees (2024, Dineen) | $142,500 | |
| Annual RSU Award (standard) | $220,000 grant value (Board member) | |
| Equity vesting | 100% on one-year anniversary of grant | |
| Pay consultant/benchmarking | Pay Governance engaged; used technology-related peer group; increased Finance & Governance Chair retainers to $22,500 |
Notes:
- Non-employee directors may elect stock in lieu of cash; payment deferrals permitted; dividend equivalents now credited as additional RSUs/DSUs .
- No hedging/short sales/margin or pledging permitted under insider trading policy .
Performance Compensation
| Equity Grant (2024) | Detail | Source |
|---|---|---|
| Instrument | RSUs | |
| Grant date | June 4, 2024 | |
| Shares granted | 3,366 RSUs | |
| Grant-date fair value/share | $65.35 | |
| Grant-date fair value (total) | $219,968 | |
| Vesting | 100% on the one-year anniversary of grant | |
| Deferral election | Option 2: 1/3 settles on each of next three July 1sts | |
| Performance metrics | None disclosed; director awards are time-based (not tied to TSR/financial metrics) |
Other Directorships & Interlocks
| Company | Relationship to CTSH | Interlock/Related Party |
|---|---|---|
| Lam Research (current) | Unrelated industry (semiconductor capital equipment) | No related-person transactions requiring disclosure since Jan 1, 2024; Board monitors potential conflicts . |
| Syneos Health (past) | Past board role | See above (no related-party transactions disclosed) . |
| Merrimack Pharmaceuticals (past) | Past board role | See above (no related-party transactions disclosed) . |
Expertise & Qualifications
- Regulated industries; operations management; public company leadership .
- Led GE Healthcare (global ~$18B revenue; ~50,000 employees) with international roles in Asia and Europe .
- Education: University of Vermont – B.S. .
Equity Ownership
| As of April 7, 2025 | Direct Holdings | Awards Vesting (≤60 days) | Deferred RSUs/DSUs | Unvested Awards | Total |
|---|---|---|---|---|---|
| John M. Dineen | 1,827 | — | 26,913 | — | 28,740 |
Additional details:
- Deferred vested RSUs/DSUs included in his outstanding stock awards: 22,958 units (to be settled post-board service per prior elections) .
- Each director/NEO owns <1% of outstanding shares; none of the listed shares are pledged as security .
- Stock ownership guidelines: 5x annual cash retainer; compliance required within five years. As of April 7, 2025, all directors who joined the Board prior to Jan 1, 2024 had satisfied the requirement (Dineen joined in 2017) .
- Policy prohibits hedging, short sales, margin accounts, and pledging of company stock .
Governance Assessment
- Board effectiveness and strategy oversight: As Finance & Strategy Committee Chair, Dineen oversaw 2024 capital allocation (≈$1.2B in repurchases and dividends), acquisition deployment (incl. Belcan), real estate footprint optimization, and responsible AI—indicating active, material engagement on strategic priorities .
- Independence and conflicts: Classified as independent; Audit Committee comprised of independent directors; no related-person transactions requiring disclosure since Jan 1, 2024; directors limited to ≤3 other public boards (Dineen holds one current external directorship at LRCX) .
- Attendance and engagement: Board held 13 meetings with 98% average attendance; his committees recorded strong attendance averages (Finance & Strategy 100%, Audit 97%)—consistent with high engagement norms .
- Ownership alignment and incentives: 2024 mix skews to equity (stock awards $219,968 vs cash $142,500); RSU deferral election (Option 2) extends holding horizon; guideline compliance further strengthens alignment .
RED FLAGS: None observed in filed disclosures—no related-party transactions, no hedging/pledging allowed, robust committee oversight, and guideline-compliant ownership; committee attendance averages high .