Surya Gummadi - President, Americas | COGNIZANT TECHNOLOGY SOLUTIONS (CTSH) Executive Profile & Compensation

About Surya Gummadi

Cognizant President, Americas; Cognizant tenure 26 years; age 48; B.M.E. from the Indian Institute of Technology, Bombay . He has served as President, Americas since March 2025, after roles as EVP & President, Americas (Jan 2023–Mar 2025) and interim SVP, Americas (Jul 2022–Jan 2023) . Incentives are tied to both Corporate metrics and Americas business performance; his 2024 annual cash incentive (ACI) paid at 78.5% of target vs 15.8% in 2023, while PSUs include three‑year metrics for relative revenue growth, adjusted EPS and relative TSR . He adopted a Rule 10b5‑1 plan on Aug 27, 2025 to sell up to 22,728 shares through Aug 19, 2026, indicating scheduled liquidity against ongoing vesting .

Past Roles

Organization	Role	Years	Strategic impact
Cognizant	President, Americas	Mar 2025–present	Leads Americas P&L and growth execution
Cognizant	EVP & President, Americas	Jan 2023–Mar 2025	Led Americas; recognized for leading enterprise‑wide initiatives per Compensation Committee assessment
Cognizant	SVP, Americas (Interim)	Jul 2022–Jan 2023	Transition leadership of Americas
Cognizant	SVP, Health Sciences segment	Apr 2022–Jan 2023	Senior leadership in Health Sciences
Cognizant	VP, Healthcare business leader	Feb 2020–Jul 2020	Led Healthcare business
Cognizant	Market head, Health Plans	Oct 2017–Feb 2020	Managed Health Plans market
Cognizant	Various roles (joined 2000)	2000–2017	Over two decades of roles at Cognizant

External Roles

No external public company directorships or outside roles are disclosed for Mr. Gummadi in the 2025 proxy; his biography lists Cognizant roles, education, age and tenure .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	650,000	725,000
Target ACI ($)	650,000	725,000
Target PSUs ($ FV at grant)	1,100,000	1,400,000
Target RSUs ($ FV at grant)	1,100,000	1,400,000
Target Direct Compensation ($)	3,500,000	4,250,000
ACI Payout (% of target)	15.8%	78.5%

Performance Compensation

Annual Cash Incentive (ACI) – 2024 Design (Gummadi)

Metric	Weighting	Target/Measurement	2024 Payout
Corporate ACI metrics (Company-wide)	40%	Company scorecard (see CD&A)	Included in 78.5% blended payout
Americas constant-currency revenue growth	35%	BU revenue growth vs targets	Included in 78.5% blended payout
Americas business unit profit	25%	BU profit vs targets	Included in 78.5% blended payout

Notes:

2023 corporate ACI metrics were revenue growth (55%), adjusted operating margin (35%), gender diversity (5%), strategic services revenue mix (5%); for BU leaders, 40% corporate and 60% BU (35% revenue/25% profit). 2023 ACI payout for Gummadi was 15.8% of target .

PSU Program and Grants

PSU metrics: three‑year relative revenue growth, adjusted diluted EPS, and relative TSR (beginning with 2024–2026 cycle; no interim payout determination before Dec 31, 2026) .
Recent grants and terms:

Grant	Grant date	Threshold shares	Target shares	Max shares	Grant date FV ($)
2024–2026 PSUs (annual)	2/28/2024	8,919	17,838	35,676	1,495,549
2023–2025 PSUs (target shown as unearned at 12/31/24)	3/6/2023	—	17,569	—	1,351,056 market value at $76.90

PSU performance history:

Cycle	Payout
2021–2023 PSUs	~91.4% (program payout)
2022–2024 PSUs	~28.1% (program payout)

Realized Compensation Components

Component	2023	2024
Base Salary ($)	Included in realized comp	Included in realized comp
ACI ($)	15.8% of $650,000 target = reported as part of realized comp	78.5% of $725,000 target = reported as part of realized comp
RSUs vested ($)	~1,598,000 in aggregate vestings	~2,136,000 in aggregate vestings
PSUs vested ($)	~137,000 in aggregate vestings	~401,000 in aggregate vestings
Other cash/bonus items	$750,000 (remainder of 2022 interim role bonus)	—

Equity Ownership & Alignment

Beneficial Ownership (as of April 7, 2025)

Holder	Direct holdings	Awards vesting	Indirect holdings	Unvested awards	Total	Ownership %
Surya Gummadi	42,326	5,269	—	99,759	147,354	Each NEO <1%

Executive stock ownership guidelines: CEO 6× salary; other NEOs 4× salary; compliance required within five years. As of Apr 7, 2025, all NEOs were in compliance .

Outstanding Equity Awards at 12/31/2024 (select items for Gummadi)

Award type	Grant date	Units not vested	Market value at $76.90	Notes
RSU	3/1/2022	367	$28,222	Time‑based
RSU	3/1/2022	191	$14,688	Time‑based
RSU	7/1/2022	1,103	$84,821	Time‑based
RSU	11/15/2022	8,339	$641,269	Time‑based
RSU	11/15/2022	36	$2,768	Time‑based
RSU	2/16/2023	3,768	$289,759	Time‑based
RSU	2/16/2023	3,770	$289,913	Time‑based
RSU	2/28/2024	10,512	$808,373	Time‑based
RSU	2/28/2024	4,779	$367,505	Time‑based
PSU (unearned)	3/6/2023	17,569	$1,351,056	Unvested PSU (target shown)
PSU (unearned)	2/28/2024	35,676	$2,743,484	Unvested PSU (max shown)

Vesting cadence (RSUs):

For RSUs granted 2022–2024, scheduled vesting: total 23,729 shares vest in each month of 2025 except October; 7,649 shares vest in Feb/Mar/Jun/Sep/Dec 2026; 1,487 shares vest in Mar 2027, subject to continued employment .

Insider trading policy and plans:

Prohibitions: no hedging or speculation, no short sales, no margin accounts, no pledging of Cognizant securities .
10b5‑1 plan: adopted Aug 27, 2025, scheduled to expire Aug 19, 2026; plan provides for sale of up to 22,728 shares of common stock .

Retirement and perquisites:

401(k) matching contribution of $11,300 in 2024; minimal perquisites philosophy .

Employment Terms

Employment Agreements and Severance Economics (NEO framework)

Trigger	Salary and ACI	Benefits	RSUs/Time‑based awards	PSUs if performance period ended/objectives satisfied	PSUs if period not ended
Qualifying termination (no CIC)	1× base salary paid over 12 months + ACI at 100% of target in lump sum	18 months COBRA premium reimbursement	Acceleration of awards that would vest in next 12 months	Acceleration of awards that would vest in next 12 months	Forfeited
Qualifying termination (≤12 months after CIC)	2× base salary over 24 months + ACI at 100% of target in lump sum	18 months COBRA premium reimbursement	Acceleration of entire award	Acceleration of entire award	Pro‑rata vesting based on elapsed performance period and results as of CIC date
Death	Prorated ACI (100% target) lump sum	None	Acceleration of entire award	Acceleration of entire award	Pro‑rata vesting based on elapsed period and results prior to death

Definitions:

“Cause” includes willful malfeasance/misconduct, continued failure to perform duties, policy violations, certain crimes, fraud/embezzlement, or material breach of the agreement .
“Good Reason” includes material diminution of authority/responsibilities, material reduction in compensation not broadly applied, failure of successor to assume the agreement, or post‑CIC relocation >50 miles without consent .

Potential payments (assumes 12/31/2024 trigger; stock at $76.90; COBRA as elected):

Scenario	Salary and Bonus	Benefits	Awards Acceleration/Extension	Total
Qualifying Termination (no CIC)	$1,450,000	$33,030	$1,976,099	$3,459,129
Qualifying Termination (following CIC)	$2,900,000	$33,030	$3,671,206	$6,604,236
Death or Disability	$725,000	—	$3,671,206	$4,396,206

Other terms:

Senior Executive Cash Severance Policy caps cash severance without shareholder approval at 2.99× salary + target bonus; no tax gross‑ups on severance/change‑in‑control benefits .
Clawbacks: Rule 10D‑1 “no‑fault” recoupment for restatements (3 fiscal years back), plus a misconduct policy that can claw back time‑based and discretionary awards for specified misconduct triggers .
Company states NEOs are under executive employment and non‑disclosure, non‑competition and invention assignment agreements; detailed non‑compete durations not disclosed in proxy .

Investment Implications

Alignment and pay mix: 2024 target direct comp emphasizes long‑term equity (PSUs $1.4m; RSUs $1.4m) alongside cash (base $725k; ACI target $725k), aligning incentives with TSR, revenue growth and EPS over three years .
Performance trajectory: ACI payouts moved from 15.8% (2023) to 78.5% (2024) for Gummadi, reflecting improved blended performance (corporate + Americas BU) and suggesting better operational execution in his remit .
Supply/overhang and selling pressure: Monthly RSU vests throughout 2025 (except Oct) create steady supply; his Aug 27, 2025 10b5‑1 plan (up to 22,728 shares through Aug 2026) signals scheduled liquidity that could intermittently add selling pressure, especially around vest dates and blackout windows .
Retention risk: Significant unvested RSUs/PSUs and CIC double‑trigger vesting mechanics, plus severance of 1× (no CIC) or 2× (post‑CIC), support retention but could incent continuity through the 2024–2026 PSU measurement period .
Governance and risk mitigants: Robust clawbacks, strict bans on hedging/shorting/pledging, and ownership guidelines (NEOs 4× salary; compliant as of Apr 2025) reduce misalignment and reputational/behavioral risk .

Appendix: Additional Reference Tables

2024 Grants of Plan‑Based Awards (extract)

Name	Grant date	ACI threshold	ACI target	ACI max	PSU threshold	PSU target	PSU max	RSU shares (other stock awards)	Grant date FV ($)
Surya Gummadi	2/28/2024	$362,500	$725,000	$1,450,000	8,919	17,838	35,676	14,016 and 7,645	$1,495,549 (PSUs) and $1,099,976 / $599,980 (RSUs)

2024 Stock‑Based Award Values (program summary)

Category	Surya Gummadi
2024–2026 PSUs (annual grant $)	$1,495,549
RSUs – annual grant and transition grants ($)	$1,699,956 (sum of $1,099,976 and $599,980)

Policies and Say‑on‑Pay

Say‑on‑pay support: 92% in 2024 and 92% in 2023 .
“What we do / don’t do”: Pay‑for‑performance design; ownership requirements; strong clawbacks; double‑trigger CIC; no hedging/shorting/margin/pledging; no severance tax gross‑ups .

Sources: Cognizant Technology Solutions DEF 14A (Apr 18, 2025) ; DEF 14A (Apr 23, 2024) ; 8‑K (Jun 28, 2022) ; Cognizant 10‑Q trading plans disclosure (Q3 2025) .