Leo S. Mackay, Jr.
COGNIZANT TECHNOLOGY SOLUTIONSAbout Leo S. Mackay, Jr.
Independent director at Cognizant since 2012; age 63; Audit Committee Financial Expert. He serves as Senior Vice President, Ethics and Enterprise Assurance at Lockheed Martin, with prior roles as Chief Audit Executive and VP Ethics & Sustainability, bringing deep auditing/compliance, security, and government contracting expertise. Education: B.S., U.S. Naval Academy; M.P.P. and Ph.D., Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | SVP, Ethics & Enterprise Assurance; Chief Audit Executive; VP Ethics & Sustainability; VP Corporate Business Development (various) | 2007–present | Expertise in security, government contracting, auditing and compliance from senior executive roles at a Fortune 100 aerospace company . |
| Integrated Coast Guard Systems LLC (Lockheed/Northrop JV) | President | 2005–2007 | Operations leadership in government contracting JV . |
| ACS State Healthcare (now part of Conduent) | Chief Operations Officer | 2003–2005 | Technology consulting and ops management in healthcare services . |
| U.S. Department of Veterans Affairs | Deputy Secretary & Chief Operating Officer | 2001–2003 | Senior federal policymaking and operations leadership . |
| Bell Helicopter | Executive roles | 1997–2001 | Aerospace/industrial leadership experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ameren Corporation (NYSE: AEE) | Director (public company) | Since 2020 | Current public company board service . |
| Lockheed Martin Ventures | Investment Committee member; Chair since 2023 | 2018–present | Venture oversight role linked to Lockheed Martin . |
| USAA Federal Savings Bank | Director | 2016–2023 | Past financial services board role . |
Board Governance
- Committee assignments and roles (2024–2025):
- Chair, Compensation and Human Capital Committee; Member, Audit; Member, Governance and Sustainability .
- Recognized as an Audit Committee Financial Expert under SEC rules .
- Independence: Board determined all nominees other than the CEO are independent; Audit and Compensation members meet heightened independence standards .
- Attendance and engagement (2024):
- Board met 13 times; each director attended ≥75% of Board and committee meetings; average Board attendance 98% .
- Audit Committee: 10 meetings; average 97% attendance . Compensation Committee: 5 meetings; average 100% attendance . Governance Committee: 5 meetings; average 96% attendance .
- Participated in late 2024/early 2025 shareholder engagement as Compensation Chair, with outreach covering ~48% and meetings with holders representing ~46% of shares outstanding .
- Overboarding/time commitments: Policy limits and annual review; Governance Committee confirmed nominees comply (2025) .
Fixed Compensation (Director – 2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $100,000 | |
| Committee cash retainers | Audit: Member $20,000 / Chair $35,000; Comp & Human Capital: Member $15,000 / Chair $25,000; Governance & Sustainability: Member $12,500 / Chair $22,500; Finance & Strategy: Member $15,000 / Chair $22,500 | |
| Annual RSU grant (non-Chair) | $220,000 grant-date fair value; vests 100% on 1-year anniversary | |
| 2024 grants and fees—Leo S. Mackay, Jr. | Fees earned/paid in cash: $157,500; Stock awards: $219,968; Total: $377,468 | |
| 2024 equity grant details | 3,366 RSUs at $65.35 on June 4, 2024 (standard non-Chair grant) | |
| Cash-to-stock election (alignment) | Elected to receive 30% of annual cash retainer in fully vested stock (723 shares at $65.35 on June 4, 2024) | |
| Director stock ownership guideline | 5x annual cash retainer; compliance required within five years; as of April 7, 2025, all directors who joined prior to Jan 1, 2024 satisfied (includes Mackay) | |
| Hedging/pledging policy | Prohibits hedging, short sales, margin accounts, pledging |
Notes:
- RSU dividend equivalents accrue as additional RSUs subject to same terms (change adopted Sept 2023) .
- Retirement practice: Board accelerates vesting of outstanding director equity upon retirement in good standing .
Performance Compensation (Committee Oversight)
The Compensation and Human Capital Committee (chaired by Dr. Mackay) oversees executive pay design. 2024 program metrics and outcomes:
| Program | Metrics & Weights | Design Notes | Outcome (2024 Determinations) |
|---|---|---|---|
| Annual Cash Incentive (ACI) | Revenue growth (FX- and acquisition-adjusted) 55%; Adjusted operating margin (acq.-adjusted) 35%; Strategic initiatives (incl. gen AI, Synapse, inclusion) 10% | Targets set amid industry uncertainty; payout design with less variability near target | Corporate leaders paid at 107.3% of target; BU-specific payouts varied (e.g., 78.5% for Gummadi; 96.7% for Ayyar) |
| PSUs (2024–2026 cycle) | 50% Relative revenue growth vs 10 peers (3-year); 25% Adjusted diluted EPS (2026 target vs 2023 base); 25% Relative TSR vs S&P 500; TSR capped at target if absolute TSR negative | Shifted from absolute revenue to heavier relative metrics based on investor feedback; 0–200% payout; vests on certification in early 2027 | In-cycle; no payout yet (3-year period) |
| PSUs (legacy/other) | 2022–2024 PSUs (3-year) [design prior cycles] | — | Paid at ~28.1% of target; Dalal new-hire 1-year PSUs paid ~117.9%; interim determinations for 2023–2025 components: revenue ~0%, EPS ~66.6% (for 2024 performance year) |
Say-on-Pay support (context signal): 92% approval in 2024 and 92% in 2023 .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| Ameren Corporation (NYSE: AEE) | Director | Not disclosed in CTSH proxy | Board determined Mackay’s independence at CTSH; no related-person transactions requiring disclosure since Jan 1, 2024 . |
| USAA Federal Savings Bank | Director (past) | Not disclosed in CTSH proxy | Past service ended 2023 . |
Expertise & Qualifications
- Audit/Compliance and Risk: Audit Committee Financial Expert; led ethics and internal audit at Lockheed Martin .
- Government & Security: Senior roles in defense/aerospace and U.S. federal government (Deputy Secretary/COO of VA) .
- Education: B.S. (USNA); M.P.P., Ph.D. (Harvard) .
- Compensation oversight: Chairs Compensation & Human Capital Committee; led shareholder engagement on executive compensation and talent topics .
Equity Ownership
| Holding Category | Shares/Units | Notes |
|---|---|---|
| Common stock – direct | 29,376 | As of April 7, 2025. |
| Awards vesting within 60 days | — | None shown for him in “Awards Vesting” column . |
| Indirect holdings | — | None shown . |
| Unvested awards | — | Director RSUs typically vest annually; deferral elections may apply . |
| Deferred RSUs/DSUs | 8,018 | Includes deferred units; dividends accrue as RSUs . |
| Total stock-based holdings | 37,394 | Sum as presented for director . |
| Pledging status | None of the named individuals’ shares are pledged; policy prohibits pledging . | |
| Ownership guideline status | Meets guideline (5x retainer; all pre-2024 joiners compliant as of Apr 7, 2025) . | |
| RSU vesting and deferral election (2024) | 3,366 RSUs granted June 4, 2024 at $65.35; elected Option 1 deferral (settle at change in control or death/disability) . |
Board Governance Signals
-
Positive indicators
- Strong independence and committee leadership: Independent since 2012; Compensation Chair; Audit and Governance member; Audit Committee Financial Expert .
- Shareholder responsiveness: Shifted PSUs to emphasize relative metrics; added gen AI strategic initiative to ACI; robust say-on-pay support (92% in 2024/2023) .
- Engagement: Participated directly in engagements with holders representing ~46% of shares outstanding .
- Attendance: Committee averages 96–100%; Board average 98%; each director met ≥75% threshold .
- Alignment: Cash-to-stock election (30% of retainer) and RSU grants; ownership guideline met; no pledging allowed .
-
Conflicts/related-party review
- Board confirms independence; Governance Committee annually reviews time commitments; no related-person transactions requiring disclosure since Jan 1, 2024 .
-
Risk indicators
- Company discloses existence of shareholder derivative lawsuits involving certain current and former executives/directors—referenced to 2024 10-K Note 15 (no director-specific detail in proxy) .
- Robust clawback policies and prohibitions on hedging/pledging are in place (company-wide policies) .
Overall, Dr. Mackay exhibits strong governance credentials with deep audit/compliance expertise, high engagement, and alignment with shareholders through equity and compensation oversight changes—without disclosed related-party conflicts .