Sandra S. Wijnberg
COGNIZANT TECHNOLOGY SOLUTIONSAbout Sandra S. Wijnberg
Independent director since 2019 (age 68), Audit Committee Chair and member of the Finance & Strategy Committee. Former CFO of Marsh & McLennan Companies and former Partner/Chief Administrative Officer at Aquiline Holdings; designated Audit Committee financial expert. Education: B.A., UCLA; MBA, USC Marshall School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aquiline Holdings, LLC | Partner & Chief Administrative Officer; Executive Advisor | 2007–2014; 2015–2019 | Private equity governance; investment management sector expertise |
| Marsh & McLennan Companies, Inc. | Senior Vice President & Chief Financial Officer | 2000–2006 | Led finance for global professional services; risk management oversight |
| Yum! Brands, Inc. | SVP & Treasurer; Interim CFO | 1997–1999 | International finance and risk management |
| PepsiCo, Inc. | CFO, KFC Corporation; VP & Assistant Treasurer | 1994–1997 | Operating finance leadership in Fortune 50 context |
| Office of the Quartet (U.S. Dept. of State) | Deputy Head of Mission, Jerusalem | 2014–2016 | International economic development governance |
| Tyco International plc (now JCI) | Director (past) | 2003–2016 | Board governance in diversified industrials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director | Since 2016 | HR/payroll technology; regulated data environment |
| T. Rowe Price Group, Inc. (TROW) | Director | Since 2016 | Global asset management; fiduciary governance |
| Hippo Holdings, Inc. (HIPO) | Director | Since 2021 | Insurtech; homeowners’ insurance |
Board Governance
- Committees: Audit (Chair); Finance & Strategy (member) .
- Independence: Board determined all non-CEO directors, including Wijnberg, are independent under Nasdaq rules .
- Attendance: Board held 13 meetings in 2024; average director attendance 98% . Audit Committee held 10 meetings in 2024; average attendance 97% . All directors met at least the 75% attendance threshold in 2024 .
- Engagement: As Audit Chair, Wijnberg participated in late 2024/early 2025 governance-focused shareholder outreach—Board engaged holders representing ~46% of shares; outreach extended to ~48% . Board Chair’s letter notes her direct involvement in meetings with largest shareholders .
- Risk oversight topics (Audit): Financial reporting, ICFR, auditor oversight, internal audit, ethics/compliance, ERM, cybersecurity/privacy, tax, third-party risk, BCP; Wijnberg designated audit committee financial expert .
Fixed Compensation
| Component | 2024 Structure | Wijnberg 2024 Actual |
|---|---|---|
| Board Annual Cash Retainer | $100,000 | Part of total cash fees |
| Audit Committee Chair Fee | $35,000 | Included |
| Finance & Strategy Committee Member Fee | $15,000 | Included |
| Total Cash Fees (2024) | Depends on roles | $150,000 |
| Director Stock Ownership Guideline | 5x annual cash retainer ($500,000) | Directors who joined before 1/1/2024 satisfied; Wijnberg (2019) in compliance |
| Hedging/Pledging | Prohibited for directors | Applies to Wijnberg |
| 2024 Non-Employee Director Compensation | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total | Aggregate RSUs/DSUs Outstanding (12/31/2024) |
|---|---|---|---|---|
| Sandra S. Wijnberg | $150,000 | $219,968 (3,366 RSUs at $65.35 grant on 6/4/2024) | $369,968 | 24,330.49 units (incl. deferred/Dividend Eq. units) |
Notes:
- RSU annual award for directors: $220,000 grant-date fair value; Board Chair $270,000; RSUs vest 100% at one-year anniversary .
- Wijnberg elected Option 1 deferral for 2024 RSUs (settlement deferral election made in late 2023) .
Performance Compensation
Directors do not receive performance-based equity; oversight relevance comes from executive incentive program design.
| Program | Metric | Weight | Target Design / Notes |
|---|---|---|---|
| 2024 Annual Cash Incentive (ACI) | Revenue growth (FX/acq-adjusted) | 55% | Target reflected ~3% growth vs 2023; design reduced variability near target |
| 2024 ACI | Adjusted operating margin (acq-adjusted) | 35% | Target implied +20 bps vs 2023 due to industry uncertainty |
| 2024 ACI | Strategic initiatives (incl. gen AI, Synapse, inclusion) | 10% | Qualitative basket evaluated year-end |
| 2024–2026 PSUs | Relative revenue growth vs 10 peers | 50% | 3-year; target rank 5th–6th; +/-15% adjustment near top peers |
| 2024–2026 PSUs | Adjusted diluted EPS | 25% | 2026 target requires significant growth vs 2023 |
| 2024–2026 PSUs | Relative TSR vs S&P 500 constituents | 25% | 3-year median target; payout capped at target if absolute TSR negative; 0–200% payout range |
2024 outcomes (context): Corporate ACI paid at 107.3% of target; 2022–2024 PSUs paid ~28.1%; certain in-cycle components for 2023–2025 PSUs recognized for 2024 (Rev ~0%, EPS ~66.6%) .
Other Directorships & Interlocks
- Current public company boards: ADP, TROW, HIPO .
- Independence/overboarding controls: Governance Guidelines limit directors to ≤3 other public boards (or ≤1 if serving as a public company NEO); annual time-commitment review confirmed all nominees, including Wijnberg, are compliant .
- Related-party transactions: None requiring disclosure since January 1, 2024; Audit Committee reviews/approves any related person transactions under Item 404(a) .
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; prior CFO/CAO roles; deep finance, accounting, and risk management .
- Regulated industries: Insurance/financial services experience aligned with CTSH’s client concentration in regulated sectors .
- International and operations: Global leadership across complex, multi-country organizations .
Equity Ownership
| Holder | Common Stock (Direct) | Awards Vesting ≤60 Days | Indirect Holdings | Unvested Awards | Deferred RSUs/DSUs | Total Holdings |
|---|---|---|---|---|---|---|
| Sandra S. Wijnberg (as of 4/7/2025) | — | — | — | — | 24,420 | 24,420 |
Additional details:
- Aggregate stock awards outstanding (12/31/2024): 24,330.49 units including deferred RSUs/DSUs and dividend equivalent RSUs .
- Ownership <1% of shares outstanding; all directors/NEOs individually <1% .
- No pledging of Cognizant securities; hedging/short sales/margin accounts prohibited for directors . Common stock beneficial ownership table indicates none of the listed shares are pledged by named persons .
- Director stock ownership guideline compliance: Directors who joined before Jan 1, 2024 (including Wijnberg) have satisfied the 5x retainer requirement .
Insider Trades (Form 4 Filings)
| Date Filed | Period of Report | Description (per filing) | Source |
|---|---|---|---|
| 2024-03-01 | 2024-02-28/29 | Form 4 filed by Sandra S. Wijnberg (details in SEC XML); typical director equity reporting (RSUs/DSUs) | |
| 2024-06-06 | 2024-06-04 | Form 4 filed by Sandra S. Wijnberg (director equity update associated with annual grant timing) | |
| 2024-10-?? | 2024 | Additional Form 4 reference (index) | |
| 2025-08-28 | 2025-08-26 | Form 4: Deferred stock units recorded pursuant to dividend equivalent rights |
Note: For precise transaction share counts and codes, refer directly to the SEC Form 4 documents linked above.
Governance Assessment
- Strengths: Independent Audit Chair with CFO/PE pedigree; designated financial expert; strong committee coverage of cybersecurity, ERM, and compliance; high Board and committee attendance; active shareholder engagement including direct participation from Audit Chair; robust director ownership guidelines and compliance; prohibitions on hedging/pledging enhance alignment .
- Compensation alignment signals: Director compensation appropriately structured with cash retainer plus time-based RSUs; broader company pay-for-performance program uses multi-metric ACI and three-year PSUs emphasizing relative revenue and TSR, reflecting shareholder feedback—supportive of governance quality and investor alignment (say-on-pay approval ~92% in 2024 and 2023) .
- Conflicts/related-party: None disclosed since Jan 1, 2024; independence annually assessed; director time commitment reviewed and confirmed compliant .
- Watch items (noted, not acute red flags): Multiple external public boards (ADP, TROW, HIPO) concurrent with Audit Chair workload—within guideline limits but warrants ongoing monitoring of time commitments; reliance on deferred RSUs/DSUs rather than direct common stock is permitted and counts toward ownership guidelines but some investors prefer higher direct stock exposure .
RED FLAGS: None disclosed—no related-party transactions, no pledging/hedging, attendance strong, ownership guideline met .