Stephen J. Rohleder
COGNIZANT TECHNOLOGY SOLUTIONSAbout Stephen J. Rohleder
Independent Chair of the Board at Cognizant Technology Solutions (CTSH). Age 67; director since 2022; appointed independent Chair in January 2023. Education: B.B.A., University of Texas at Austin. Former Group Chief Executive, North America and Chief Operating Officer at Accenture; former Chairman/CEO/President at GTY Technology Holdings (public SaaS). Brings deep operations, technology services, and public company leadership experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Global Chief Operating Officer; Group Chief Executive, North America; Group Chief Executive, Health & Public Service; earlier roles | 1981–2015 | Led global operations across ~50 countries/175 cities; strategy, operations, talent; technology consulting expertise |
| GTY Technology Holdings Inc. | Chairman, CEO and President (prior director) | 2019–2020 | Public company CEO experience; strategy for North America technology company |
| SGR Equity Investments | Principal Owner | 2015–present | Directs family private equity/venture investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KungFu.AI | Strategic Advisor | Since 2016 | AI-focused advisory role |
| University of Texas Health Advisory Committee | Member | 2018–2020 | Advisory capacity |
| Apogee, Inc. | Advisory Board Member | 2017–2020 | Higher education networks/video solutions |
| Kony, Inc. | Advisory Board Member | 2015–2019 | Enterprise mobility/app development |
The 2025 CTSH proxy does not list any current public company directorships for Mr. Rohleder; prior public board noted: GTY Technology Holdings (2019–2020).
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Separate Chair/CEO; Mr. Rohleder is independent Chair since Jan 2023 |
| Independence | Board determined all nominees other than CEO are independent |
| Committees | Audit; Finance & Strategy; Governance & Sustainability |
| Board meetings/attendance (2024) | Board: 13 meetings; average attendance 98%; each director attended ≥75% of Board/committee meetings; all 11 then-current non-employee directors attended 2024 annual meeting |
| Audit Committee (2024) | 10 meetings; average attendance 97%; Rohleder is a member |
| Finance & Strategy Committee (2024) | 4 meetings; average attendance 100%; Rohleder is a member |
| Governance & Sustainability Committee (2024) | 5 meetings; average attendance 96%; Rohleder is a member |
| Shareholder engagement | Winter 2024–2025: outreach to holders of ~48% of shares; meetings with ~46%; Rohleder (Chair) participated with committee chairs |
| Overboarding policy | Limit of ≤1 other public board for public-company NEOs; ≤3 other public boards for others; Governance Committee reviews compliance annually |
Fixed Compensation
| Component (Non-Employee Directors – 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $100,000 | Standard non-employee director retainer |
| Additional cash retainer (Chair of the Board) | $150,000 | For service as independent Board Chair |
| Committee retainers (member) | Audit: $20,000; Finance & Strategy: $15,000; Governance & Sustainability: $12,500 | Based on committee memberships |
| Total cash earned (Rohleder) | $297,500 | Matches structure components; elected to receive 4,552 DSUs in lieu of cash at $65.35 on 6/4/2024 |
Performance Compensation
| Equity Element (2024) | Grant Details | Vesting/Deferral | Fair Value |
|---|---|---|---|
| Annual RSU award (Board Chair) | 4,131 RSUs at $65.35 on 6/4/2024 | 100% vests at 1-year anniversary; Rohleder elected Deferral Option 1 (settlement scheduling) | $269,961 |
| Dividend equivalents | Credited as additional RSUs, vest and settle on same terms; accrues future equivalents | Applies to RSUs/DSUs for directors beginning Q4 2023 | — |
| Cash-in-lieu elections | 4,552 DSUs granted for cash fees at $65.35 on 6/4/2024 | Settled per deferral elections/policy | Included in cash column disclosure |
Deferral elections (2024): Directors could defer RSU settlement; Option 1 (elected by Mackay, Rohleder, Wijnberg) provides immediate settlement upon change in control/death/disability and 100% settlement on next July 1 following other qualifying events; Option 2 provides immediate settlement upon change in control/death/disability and 1/3 settlement on each of the next three July 1 dates upon other qualifying events.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in CTSH 2025 proxy for Rohleder |
| Prior public boards | GTY Technology Holdings Inc. (Chairman/CEO/President; previously director) 2019–2020 |
| Committee interlocks | Compensation consultant (Pay Governance) determined independent; no conflicts identified; no interlocks disclosed in provided excerpts |
Expertise & Qualifications
- Technology and consulting services; operations management; public company leadership
- Led global operations and strategic direction at Accenture; extensive client counseling in technology/consulting
- Board-level oversight of gen AI, capital allocation/M&A through Finance & Strategy Committee
Equity Ownership
| Metric | Amount | As Of |
|---|---|---|
| Deferred RSUs and DSUs (Rohleder) | 25,031 | April 7, 2025 |
| Aggregate number of stock awards outstanding (Rohleder) | 24,939.78 | December 31, 2024 |
| Common stock ownership % | Each director <1% of shares outstanding | April 7, 2025 |
| Pledging | None of the named person’s shares are pledged; Company prohibits hedging/short sales/margin accounts/pledging | Policies and ownership table notes |
| Director stock ownership guideline | 5x annual cash retainer (=$500,000 for directors joining after June 7, 2022); compliance required within 5 years; all directors who joined prior to Jan 1, 2024 have satisfied, remaining director on track | April 7, 2025 |
Governance Assessment
- Independence and leadership: Independent Chair separate from CEO since 1/2023; sits on key oversight committees (Audit, Finance & Strategy, Governance & Sustainability) — strong independence and oversight signal.
- Engagement and attendance: Board average attendance 98% in 2024; each director met ≥75% threshold; Rohleder participated directly in shareholder engagement with holders representing ~46% of shares — positive for investor confidence.
- Pay and alignment: Chair-level equity ($270k grant value) with 1-year vesting, DSU election in lieu of cash (4,552 DSUs) and RSU deferral election (Option 1) increase equity alignment; ownership guidelines at 5x cash retainer with compliance noted; no hedging/pledging allowed.
- Conflicts/related-party: Company reports no related-person transactions requiring disclosure since Jan 1, 2024 — no evident conflict flags for Rohleder in the period reviewed.
- Shareholder signals: 2025 say-on-pay approved (For 387,689,081; Against 25,306,878; Abstain 862,891); directors re-elected, including Rohleder (For 405,170,272; Against 8,534,410; Abstain 154,168).
RED FLAGS: None evident in disclosed materials for pledging/hedging, related-party transactions, or low attendance. Monitor ongoing director time commitments and any future external public company board service per overboarding policy.
Director Compensation (Detail)
| Name | 2024 Cash Fees | 2024 Stock Awards (RSUs) | Total 2024 | Aggregate RSUs Outstanding |
|---|---|---|---|---|
| Steve Rohleder | $297,500 | $269,961 | $567,461 | 24,939.78 |
Structure reference (non-employee directors, 2024): Cash retainer $100,000; Board Chair add’l $150,000; Committee member retainers (Audit $20,000; Finance & Strategy $15,000; Governance & Sustainability $12,500); Annual RSU award $270,000 for Board Chair; RSUs vest 1-year.
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Advisory Vote on Executive Compensation | 387,689,081 | 25,306,878 | 862,891 | 28,229,406 | Approved |
Board conducted extensive winter 2024–2025 engagement focused on gen AI, talent, compensation, and data security; Rohleder participated as Board Chair.
Related-Party & Risk Indicators
- Related-person transactions: None requiring disclosure since Jan 1, 2024.
- Hedging/pledging: Prohibited for directors; ownership table notes no pledging.
- Audit oversight and independence: Audit Committee (independent) held 10 meetings in 2024; report affirms PCAOB/SEC-required communications and audit independence.
Compensation Structure Analysis (Director)
- Mix: Substantial equity via annual RSU award and DSUs in lieu of cash indicates meaningful at-risk alignment.
- Trend: 2024 increases targeted at Governance/Finance chair/member cash retainers to remain competitive, per independent advisor benchmarking.
- Performance metrics: Director equity is time-vested (no performance conditions) — lowers risk of pay-for-performance misalignment at director level but maintains equity exposure.
Potential Committee Chair/Composition Context (Board Effectiveness)
- Finance & Strategy Committee overview emphasizes capital allocation, M&A oversight (e.g., Belcan acquisition) and AI oversight — areas where Chair participation (Rohleder) is relevant to investor confidence in strategy execution.
- Governance & Sustainability Committee oversees director independence, nominations, and ESG reporting; Rohleder serves as member.
Notes on Independence, Attendance, and Engagement
- Independence confirmed for all nominees except CEO; Rohleder is independent Chair.
- Attendance: Board 98% average; committees 97–100% averages; each director ≥75% — supports board effectiveness.
- Direct investor engagement with Top 30 holders by Rohleder and committee chairs — positive governance signal.