Joseph M. Velli
COGNIZANT TECHNOLOGY SOLUTIONSAbout Joseph M. Velli
Joseph M. Velli (age 67) is an independent director of Cognizant Technology Solutions (CTSH) serving since 2017. He sits on the Audit Committee and the Compensation and Human Capital Committee. Velli holds a B.A. from William Paterson University and an M.B.A. from Fairleigh Dickinson University, and brings deep experience building global technology, processing, and software platform businesses in financial services, plus M&A and turnaround expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of New York (now BNY Mellon) | Senior EVP; Member, Policy Committee; CEO BNY Securities; Head of Investor Services, Global Custody & Payments; Head of Issuer Services; Head of Consumer Banking | 1984–2006 | Led large-scale technology, processing and software platform businesses; senior leadership in regulated industries; significant operations management and M&A/turnaround experience |
| ConvergEx Group, LLC | Chairman & CEO; later Director | 2006–2014 (CEO 2006–2013; Director 2014) | Built and led technology-enabled brokerage/software platforms; industry M&A execution |
| Lovell Minnick Partners, LLC | Advisory Council Member | 2016–present | Private equity insights; M&A, turnaround, management mentoring |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paychex, Inc. (PAYX) | Director | Since 2007 | Public company board; payroll/HR services |
| Computershare Limited | Director | Since 2014 | Public company board; stock transfer, corporate trust & servicing (ASX-listed) |
| AssetMark Financial Holdings, Inc. (AMK) | Director (Past) | 2020–2024 | Financial & investment technology platforms |
| E*Trade Financial Corporation | Director (Past) | 2010–2014 | Electronic brokerage platform |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Velli is independent. Audit and Compensation Committee members meet enhanced SEC/Nasdaq independence criteria .
- Committees: Audit (7 members; 10 meetings; avg attendance 97% in 2024), Compensation & Human Capital (8 members; 5 meetings; avg attendance 100% in 2024). Velli is a member of both .
- Attendance: There were 13 Board meetings; each director attended ≥75% of Board and applicable committee meetings. Average Board attendance was 98% in 2024 .
- Leadership structure and practices: Separate independent Chair; majority independent Board; regular executive sessions of independent directors; annual Board and committee self-evaluations; majority voting with resignation policy; proxy access; special meeting rights (10% net long, 1-year); no poison pill .
- Overboarding policy & time commitments: Non-NEO directors limited to serving on no more than three other public company boards (NEO limit is one); Governance Committee annually reviews compliance—confirmed all nominees comply .
- Shareholder engagement: Chairs of Board, Audit, and Compensation committees led engagements with holders representing ~46% of shares in late 2024/early 2025 .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual Board Cash Retainer (2024) | Standard for non-employee directors | $100,000 |
| Audit Committee Member Fee (2024) | Member retainer | $20,000 |
| Compensation & Human Capital Committee Member Fee (2024) | Member retainer | $15,000 |
| 2024 Cash Fees Earned | Velli total cash | $135,000 |
| Annual RSU Award (Grant Date 6/4/2024) | RSU grant to directors (Board Chair receives higher amount) | $219,968; 3,366 RSUs @ $65.35 grant-date fair value |
| Dividend Equivalent RSUs | RSUs/DSUs credited in lieu of dividend equivalents | 25.69 units counted in aggregate outstanding awards |
- Director RSUs vest 100% on the one-year anniversary of grant; directors may elect stock in lieu of cash and may defer settlements (Velli not listed among directors who elected deferral in 2024) .
- The Compensation Committee uses Pay Governance to benchmark director pay; 2024 adjustments increased certain committee chair/member retainers (Finance & Governance) to maintain competitiveness .
Performance Compensation
Directors’ equity is time-based (RSUs). As a member of the Compensation Committee, Velli oversees performance-based executive pay designs and outcomes:
| Program | Metrics | Weight | Target/Design | 2024 Outcome |
|---|---|---|---|---|
| Annual Cash Incentive (ACI) – Corporate | Revenue growth (currency- and acquisition-adjusted) | 55% | Ambitious but attainable; 3% revenue growth target before acquisitions; less variable payout near target | Paid at 107.3% of target for corporate leaders |
| Adjusted operating margin (acquisition-adjusted) | 35% | +20 bps vs 2023 target before acquisitions | Included in above outcome | |
| Strategic initiatives (incl. gen AI, Synapse, inclusive workforce) | 10% | Qualitative basket assessed at year end | Included in above outcome | |
| PSUs 2022–2024 | Absolute multi-year goals (legacy design) | — | Set pre-2022; robust targets | Payout ~28.1% of target |
| PSUs 2024–2026 (new design) | Relative revenue growth vs 10 peers | 50% | 3-year performance; target rank 5th–6th; +/-15% adjustment near top-3 avg | In-cycle; vests post-2026 (0–200% payout range) |
| Adjusted diluted EPS (absolute) | 25% | Significant 2026 growth over 2023 adjusted EPS | In-cycle | |
| Relative TSR vs S&P 500 | 25% | Target 50th percentile; negative absolute TSR caps payout at target | In-cycle |
- Clawbacks: Strong recoupment policies covering time- and performance-based incentives; double-trigger CIC provisions for executives; no tax gross-ups on severance/CIC .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Paychex, Inc. (PAYX) | Payroll/HR services | Director | Since 2007 | None disclosed; Board independence and related-party screening in place |
| Computershare Limited | Corporate trust & stock transfer | Director | Since 2014 | None disclosed |
| AssetMark Financial (AMK) | Investment/tech platforms | Director (Past) | 2020–2024 | Past role only |
| E*Trade Financial | Electronic brokerage | Director (Past) | 2010–2014 | Past role only |
- Related-party transactions: None requiring disclosure since Jan 1, 2024; annual questionnaires and Audit Committee oversight govern conflicts .
Expertise & Qualifications
- Technology & consulting services; regulated industries; operations management—identified Board qualifications for Velli .
- Led creation and scaling of global tech and processing platforms; significant financial services leadership and M&A/turnaround experience (BNY Mellon, ConvergEx) .
Equity Ownership
| Category (as of April 7, 2025) | Amount |
|---|---|
| Common stock – direct holdings | 23,383 shares |
| Awards vesting within 60 days | 3,404 RSUs/units (settlement timing per director rules) |
| Indirect holdings | — |
| Unvested awards (not convertible within 60 days) | — |
| Deferred RSUs/DSUs | — (not listed for Velli in ownership table) |
| Total CTSH stock-based holdings | 26,787 |
| Aggregate stock awards outstanding (RSUs/DSUs) | 3,391.69 units (includes 25.69 RSUs credited as dividend equivalents) |
| Ownership as % of outstanding | <1% (each director <1%) |
| Hedging/shorting/margin/pledging | Prohibited for directors; none of Velli’s shares are pledged |
- Director stock ownership guideline: 5× annual cash retainer ($500,000 for directors joining after June 7, 2022); all directors who joined prior to Jan 1, 2024 have satisfied the requirement (Velli joined in 2017) .
Governance Assessment
- Board effectiveness: Velli contributes financial-services platform-building, regulated industry oversight, and M&A/turnaround experience—useful across Audit (financial reporting, cybersecurity, ethics, ERM) and Compensation (pay-for-performance, talent engagement) .
- Independence & engagement: Independent; serves on two committees; Board practices include majority voting, executive sessions, annual self-evaluations, robust shareholder engagement, and separate independent Chair—supports investor confidence .
- Pay alignment: Director compensation balanced between cash ($135k) and equity (RSUs ~$220k); RSUs vest annually and may be deferred; stock ownership guidelines ensure skin-in-the-game; hedging/pledging prohibited .
- Say-on-Pay signals: 92% support in 2024 and 2023 indicates shareholder approval of compensation framework overseen by the Compensation Committee .
- Conflicts & red flags: No related-party transactions; Section 16 filings timely; within overboarding limits; no pledged shares; no hedging/margin accounts.
- RED FLAGS: None disclosed for Velli (no related-party transactions; no attendance issues; no pay anomalies) .