Ravi Kumar S
COGNIZANT TECHNOLOGY SOLUTIONSAbout Ravi Kumar S
Ravi Kumar Singisetti (age 53) has been CEO of Cognizant since January 12, 2023; he holds a B.E. from Shivaji University and an MBA from Xavier Institute of Management, India . Under his leadership, FY2024 revenue reached $19.7B (+2% YoY), with GAAP and adjusted operating margin expansion and large-deal momentum (29 TCV>$100M vs 17 in prior year), driven alongside completion of the NextGen cost optimization program . Strategy centers on accelerating growth via generative AI, amplifying talent, and scaling innovation, reinforced by the March 2025 Investor Day and sustained shareholder say‑on‑pay support (92% in 2024 and 2023) . Relative TSR has improved from the 22.4th percentile in 2021‑2023 (no payout) to 38.8th in 2022‑2024 and is trending 66.7th for 2023‑2025, while CEO new‑hire PSUs tied to absolute TSR are tracking above target through 2024 (19.8% CAGR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognizant | Chief Executive Officer | 2023–present | Sets strategic direction; client-first culture; growth in genAI, large deals; Investor Day 2025 |
| Infosys | President; senior leadership roles | 2002–2022 | Led global services across digital transformation, data/analytics, cloud, engineering; built localization and innovation hubs |
| Sapient (Publicis Sapient) | Director | 2002 | Digital consulting experience |
| Oracle | Business Manager | 2001–2002 | Enterprise software/business management experience |
| Cambridge Technology Partners | AVP | 2000–2001 | IT consulting, CRM practice exposure |
| PricewaterhouseCoopers | Senior Consultant | 1996–2000 | Consulting foundations across industries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TransUnion | Director; M&A Integration and Compensation Committees | 2022–present | Public company board service |
| Digimarc | Director; Compensation & Talent, Market Development Committees | 2021–2023 | Prior public company directorship |
| U.S. Chamber of Commerce | Board member; Chair, AI Working Group | 2024–present | Policy leadership in AI |
| World Economic Forum | ICT Industry Community Chair | 2024–present | Industry stewardship |
| US‑India Strategic Partnership Forum | Board member | 2024–present | Bilateral economic engagement |
| New York Academy of Sciences | Board of Governors | 2020–present | Science/education governance |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $1,000,000 | $1,200,000 (20% y/y increase) |
| Target Annual Cash Incentive (ACI) | 200% of base ($2,000,000) | $2,400,000 (20% y/y increase) |
| Target PSUs Grant-Date Value | $6,900,000 | $7,500,000 (9% y/y increase) |
| Target RSUs Grant-Date Value | $4,600,000 | $5,000,000 (9% y/y increase) |
| New‑Hire PSU (one‑time) | $3,000,000 target; 4‑yr absolute TSR PSU | Tracking above target through 2024 (19.8% CAGR) |
| Buyout RSUs (one‑time) | $5,000,000; vest over 4 quarters; 4‑year holding requirement to Jan 12, 2027 | — |
Performance Compensation
Annual Cash Incentive (ACI) – 2024 design and payout
| Metric | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Revenue growth (adjusted for FX and acquisitions) | 55% | +3% vs 2023 | Included in 107.3% corporate payout |
| Adjusted operating margin (acquisition‑adjusted) | 35% | +20 bps vs 2023 | Included in 107.3% corporate payout; NextGen costs excluded from adjusted metric |
| Strategic initiatives (genAI, Synapse, inclusion) | 10% | Qualitative goals set early 2024 | 100% achieved (qualitative determination) |
| Corporate ACI Payout | — | — | 107.3% of target; paid Mar 14, 2025 |
CEO New‑Hire PSUs (absolute TSR; 4‑year performance)
| Performance Level | Stock Price CAGR | % of Target Earned |
|---|---|---|
| Maximum | +20% | 250% |
| Above Target | +17% | 200% |
| Target | +15% | 100% |
| Threshold | +10% | 50% |
| Tracking (through 2024) | 19.8% | Above target trajectory (not final) |
Long‑term PSUs
| Award | Period | Metrics/Weights | Payout/Status |
|---|---|---|---|
| 2022–2024 PSUs | 3 years | Revenue (FX/acq‑adjusted), Adjusted diluted EPS, Relative TSR (S&P 500 IT + global peers) | 28.1% of target; settled Mar 17, 2025 |
| 2023–2025 PSUs | 3 years | Similar structure; peer group updated (S&P 500 for TSR) | Revenue/EPS tracking below target (0%/67% for 2024); interim TSR trending 66.7% (informational) |
| 2024–2026 PSUs | 3 years | Relative revenue growth vs 10 peers (50%); Adjusted 2026 EPS (25%); Relative TSR vs S&P 500 (25%) | Interim positioning: relative revenue 6th; TSR 38th percentile; EPS $4.75 reference (informational only) |
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (as of Apr 7, 2025) | 561,497 shares (63,249 direct; 11,085 vesting within 60 days; 487,163 unvested awards) |
| Ownership as % of outstanding | Each director/NEO <1%; group <1% |
| Vested vs unvested (schedule highlights) | RSUs granted 2/16/23 and 2/28/24: 44,343 scheduled to vest across 2025; 27,013 across 2026; 5,310 in Mar 2027 |
| Outstanding performance awards | 2024–2026 PSUs: max 191,130 shares; 2023–2026 CEO new‑hire PSUs: max assumption pending performance; 2023–2025 PSUs: target assumption pending |
| Stock ownership guidelines (executives) | CEO 6x base salary; compliance confirmed for all NEOs as of Apr 7, 2025 |
| Hedging/pledging | Prohibited; no pledges reported; margin accounts prohibited |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment start date; tenure | CEO effective Jan 12, 2023; at‑will employment |
| Severance (no CIC) | 1x base salary (paid over 12 months) + 1x target ACI (lump sum); 18 months COBRA reimbursement; acceleration of RSUs/eligible PSUs for next 12 months |
| Severance (within 12 months after CIC) | 2x base (24 months) + 2x target ACI; 18 months COBRA; full acceleration of time‑based awards; pro‑rata PSU vesting based on performance through CIC |
| Change‑in‑control limits | 280G cut‑back to avoid excise taxes; Board policy caps new cash severance >2.99x salary+bonus without shareholder approval |
| Good Reason/Cause | Defined; includes material diminution of duties/comp, relocation >50 miles post‑CIC; Cause includes willful misconduct, fraud, felony, policy breaches |
| Restrictive covenants | 1‑year non‑compete and non‑solicit; perpetual confidentiality; IP assignment; garden‑leave not specified; at‑will |
| Clawbacks | SEC Rule 10D‑1 no‑fault clawback plus misconduct clawback (can extend to time‑based awards and bonuses) |
| Tax gross‑ups | None for severance/change‑in‑control payments |
| Potential payments (illustrative) | Qualifying termination after CIC: ~$23.2M total (salary/bonus, benefits, award acceleration) estimated as of 12/31/24; death/disability: ~$18.4M |
Board Governance
- Board service: Director since 2023; CEO; not independent (only CEO is non‑independent) .
- Committee roles: CEO does not serve on Board committees; all four standing committees comprise solely independent directors .
- Leadership structure: Separate independent Chair (Stephen J. Rohleder) since Jan 2023; majority independent Board (12 of 13 nominees) .
- Board meeting cadence/attendance: 13 meetings in 2024; average attendance 98% .
- Executive sessions: Regular sessions of independent directors .
- Director compensation: Employee directors receive no Board retainers/equity; non‑employee director program has cash retainers and annual RSUs; guidelines 5x annual cash retainer .
Compensation Structure Analysis
- Mix and rigor: CEO’s 2024 target direct compensation ($16.1M) is 61% performance‑based (PSUs + ACI), with RSUs vesting over 3 years and PSUs with multi‑year metrics (relative revenue, adjusted EPS, TSR) .
- Metric evolution: Shift from absolute revenue/EPS to greater emphasis on relative performance beginning with 2024–2026 PSUs, aligning with investor feedback; TSR capped at target if absolute TSR negative .
- Discretion/adjustments: ACI includes qualitative strategic initiatives; revenue/margin targets adjusted for FX and acquisitions to avoid mechanical impact; NextGen charges excluded from adjusted metrics used for incentives .
- Say‑on‑pay outcomes: Strong support (92% in 2024 and 2023), indicating investor alignment with program design .
Risk Indicators & Red Flags
- Relative TSR underperformance historically (22.4th percentile 2021–2023) improving to 38.8th in 2022–2024 and trending 66.7th for 2023–2025; monitoring needed for sustained performance .
- No related person transactions disclosed since Jan 1, 2024; Section 16 compliance timely .
- Hedging/pledging prohibited; margin accounts prohibited, reducing misalignment risks .
- Senior Executive Cash Severance Policy (2.99x cap) and 280G cut‑back mitigate excessive parachute risk .
- Clawbacks cover both no‑fault restatements and misconduct, extending to time‑based awards under misconduct scenarios .
Say‑on‑Pay & Shareholder Feedback
- 2024 and 2023 say‑on‑pay approval at 92% .
- Direct Board engagement with holders representing ~46% of shares in late 2024/early 2025 on genAI, large‑deal governance, M&A (Belcan), compensation and data privacy/security .
Expertise & Qualifications
- Deep services/technology leadership spanning digital transformation, engineering, cloud/infrastructure, data/analytics, consulting; led large global operations and localization initiatives .
- External policy/industry leadership in AI and ICT (WEF, U.S. Chamber AI Working Group Chair) .
Multi‑Year Compensation (SEC disclosure)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $966,036 | $1,199,990 |
| Stock Awards (PSUs/RSUs) | $20,252,245 | $13,012,147 |
| Non‑Equity Incentive (ACI) | $585,224 | $2,575,920 |
| Bonus (Cash) | $750,000 (sign‑on) | — |
| All Other Compensation | $9,900 | $13,650 |
| SEC Total | $22,563,405 | $16,801,707 |
Investment Implications
- Alignment: High performance‑linked pay mix, strong ownership guidelines (CEO 6x salary), and robust clawbacks indicate healthy pay‑for‑performance and governance alignment .
- Retention and selling pressure: Significant scheduled RSU vesting in 2025–2027 and four‑year hold on buyout RSUs until Jan 2027 reduce near‑term sell pressure; long‑dated PSUs incentivize multi‑year execution .
- Execution risk: TSR improvement is nascent; continued delivery on genAI‑led growth, large deals, and adjusted EPS targets under the 2024–2026 PSUs will be critical to unlock maximum payouts and support valuation .
- Trading signals: Watch PSU metric disclosures and quarterly ACI trajectory (revenue/margin vs targets); monitor large‑deal flow governance and Investor Day milestones for catalysts .