Karima Silvent - Director | COGNIZANT TECHNOLOGY SOLUTIONS (CTSH) Executive Profile & Compensation

About Karima Silvent

Karima Silvent (age 51) is an independent director of Cognizant Technology Solutions, appointed in 2024. She is Group Chief Human Resources Officer (CHRO) and a member of the Management Committee at AXA, with education from Institut d’Etudes Politiques and the Ecole Nationale d’Administration; birthplace: Comoro Islands. She serves on Cognizant’s Compensation and Human Capital Committee, with appointment to that committee in September 2024.

Past Roles

Organization	Role	Tenure	Committees/Impact
AXA SA	Group Chief Human Resources Officer; previously HR Director for AXA France, Global HR Director, Global HR Business Partner for COO	2012–Present	Led human capital strategies; public policy and social inclusion expertise
Korian (private health group)	Managing Director, French Operations; Group HR Director	2008–2012	Operations leadership across clinics/retirement homes
Groupe Société Nationale Immobilière (SNI)	Human Resources Director	2006–2007	HR leadership in public-interest housing
Assistance Publique – Hôpitaux de Paris	Deputy Human Resources Director	2002–2006	HR leadership in French state-owned health service

External Roles

Organization	Role	Tenure	Notes
AXA Investment Managers	Director	Since 2019/2018 (as disclosed)	Investment arm of AXA; Paris HQ
Établissement pour l’insertion dans l’emploi (Organization for Youth Employment)	Chair of the Board	Since 2018	French state-owned non-profit focused on workforce integration

Board Governance

Committee assignments: Compensation and Human Capital Committee (CHC); appointed post-Board appointment (Sept 2024).
Independence: Listed as an independent director; company highlights 92% of directors are independent.
Attendance: Board held 13 meetings in 2024 with 98% average director attendance; CHC met 5 times with 100% average attendance.
Board refreshment: Governance Committee oversaw her search/evaluation via an independent director search firm prior to appointment.
Committee oversight: CHC responsibilities include CEO/equity comp, director compensation recommendations, stock ownership guidelines, and clawback policies.

Fixed Compensation

Item	Amount	Period/Date	Notes
Fees Earned or Paid in Cash	$101,041	2024	Prorated for partial-year service; cash retainers paid in advance
Annual Cash Retainer (structure)	$100,000	2024	Non-employee director base retainer
Committee Member Retainers (structure)	Audit $20,000; CHC $15,000; Finance $15,000; Governance $12,500	2024	Committee chair premiums: Audit $35,000; CHC $25,000; Finance $22,500; Governance $22,500; Board Chair +$150,000
Stock Awards (RSUs)	$197,655	2024	Aggregate grant-date fair value for RSUs granted in year
Total Director Compensation	$298,696	2024	Sum of cash and RSU grant-date value

Performance Compensation

Award Type	Shares	Grant Date	Grant-Date Fair Value/Share	Vesting/Mechanics
RSUs (initial appointment grant)	2,818	July 11, 2024	$70.14	Program design: 100% of annual RSUs vest on the 1-year anniversary; director RSU dividend equivalents credited as additional RSUs (from Sept 2023); optional deferral and stock elections available

Notes:

Director equity is service-based RSUs (no PSUs or option awards) under the 2023 Incentive Award Plan; grant-date fair values determined per FASB ASC 718.

Non-employee directors may elect stock in lieu of cash and can defer RSU settlement consistent with plan and tax rules.

Dividend equivalent rights for director RSUs accrue as additional RSUs subject to the same vesting/settlement terms.

Other Directorships & Interlocks

AXA Investment Managers (Director) and Organization for Youth Employment (Chair) — external roles in finance and public sector/non-profit; no Cognizant-related party transactions requiring disclosure since Jan 1, 2024, mitigating conflict risk.
Governance Committee monitors director time commitments and independence assessments during appointment/refresh cycles.

Expertise & Qualifications

Talent management and human capital strategy; regulated industries; international business development — highlighted in Board skills matrix and biography.
Education: Institut d’Etudes Politiques; Ecole Nationale d’Administration.

Equity Ownership

Measure	Amount	Date	Notes
Aggregate Stock Awards Outstanding (RSUs)	2,839.51 units	Dec 31, 2024	RSU balance as disclosed; reflects partial-year service and program mechanics
Director Stock Ownership Guideline	5x annual cash retainer	As of guideline	Equals $500,000 in shares for directors joining after June 7, 2022; compliance required within 5 years; as of Apr 7, 2025, all who joined prior to Jan 1, 2024 satisfied requirement; remaining director on track.
Hedging/Pledging	Prohibited	Policy	No hedging, short sales, margin accounts, or pledging of Cognizant securities.

Governance Assessment

Board effectiveness: Silvent adds deep HR/talent and regulated-industry experience aligned with Cognizant’s focus on AI-driven reskilling and evolving employee expectations, areas of Board emphasis in 2024.
Independence and conflicts: Classified independent; no related-party transactions requiring disclosure since Jan 1, 2024; stock ownership/anti-hedging policies support alignment.
Committee engagement: Appointed to CHC in Sept 2024; committee met 5 times with 100% average attendance, indicating strong oversight cadence.
Compensation alignment: Director pay mix is cash + time-based RSUs (no options/PSUs), consistent with market practice; ability to elect stock in lieu of cash and RSU deferrals enhances alignment and tax-efficient holding.
RED FLAGS: None disclosed — no related-party transactions; hedging/pledging prohibited; ownership guidelines in place with clear compliance timeline; monitor potential time-commitment risk given full-time AXA CHRO role (Board actively monitors director workload/time commitments).