Vinita Bali
COGNIZANT TECHNOLOGY SOLUTIONSAbout Vinita Bali
Vinita Bali (age 69) is an independent director of Cognizant Technology Solutions, serving since 2020. She is the former CEO and Managing Director of Britannia Industries and previously held senior leadership roles at The Coca-Cola Company and Cadbury Schweppes. Education: University of Delhi (B.A.); Jamnalal Bajaj Institute of Management Studies (M.B.A.). Core credentials include international business development, public company leadership, operations management, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Britannia Industries (India-listed) | CEO & Managing Director | 2005–2014 | Led strategy and execution as public company CEO |
| The Zyman Group | Managing Principal; Head of Business Strategy Practice (USA) | 2003–2005 | Marketing & communications strategy leadership |
| The Coca-Cola Company | Officer; VP & Head Corporate Strategy; President Andean Division; VP Marketing LatAm; Worldwide Marketing Director | 1994–2003 | Executive operational and marketing leadership across geographies |
| Cadbury Schweppes plc | Senior Marketing Roles | 1980–1994 | Senior leadership across South Africa, Nigeria, India, UK |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bajaj Auto Ltd (India) | Director | Since 2024 | NSE-listed automotive manufacturer |
| SATS Ltd (Singapore) | Director | Since 2021 | SGX-listed food solutions and gateway services provider |
| Syngene International Ltd (India) | Director | Since 2017 | NSE/BSE-listed research and manufacturing company |
| CRISIL Ltd (India) | Former Director | 2014–2024 | Ratings, research, risk advisory |
| Bunge Ltd (NYSE: BG) | Former Director | 2018–2021 | Agribusiness and food company |
| Smith & Nephew plc (LSE/NYSE: SNN) | Former Director | 2014–2020 | Global medical technology |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; this includes Ms. Bali .
- Committees: Compensation and Human Capital Committee (member); Governance and Sustainability Committee (member) .
- Attendance: Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; average Board attendance 98% . Compensation Committee met 5 times in 2024 with 100% average attendance; Governance Committee met 5 times with 96% average attendance .
- Engagement: The Board conducted direct shareholder engagement in late 2024/early 2025, meeting holders representing ~46% of shares; topics included gen AI, large deal governance, M&A oversight .
- Time commitments: Governance Committee annually reviews outside board service; directors limited to no more than three other public company boards (one if a public company NEO); all nominees, including Ms. Bali, are in compliance .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $100,000 | $100,000 | Cash paid in advance annually |
| Audit Committee (Member/Chair) | $20,000 / $35,000 | $20,000 / $35,000 | Committee retainers |
| Compensation & Human Capital (Member/Chair) | $15,000 / $25,000 | $15,000 / $25,000 | Committee retainers |
| Finance & Strategy (Member/Chair) | $15,000 / $20,000 | $15,000 / $22,500 | Chair retainer increased in 2024 |
| Governance & Sustainability (Member/Chair) | $10,000 / $20,000 | $12,500 / $22,500 | Member & Chair retainers increased in 2024 |
| Annual RSU Award (Board Member / Chair) | $220,000 / $270,000 | $220,000 / $270,000 | 100% vests one year from grant date |
| Vinita Bali – Actual Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash | $125,000 | $127,500 |
| Stock Awards (RSUs grant-date fair value) | $219,957 | $219,968 |
| Total | $344,957 | $347,468 |
| RSUs Granted in Year (units; grant date/share price) | 3,538 @ $62.17 (6/6/23) | 3,366 @ $65.35 (6/4/24) |
| Vesting | 100% one-year from grant | 100% one-year from grant |
Performance Compensation
- Directors do not receive performance-based compensation (no ACI or PSUs); equity awards are time-based RSUs that vest after one year .
- As a member of the Compensation Committee, Ms. Bali oversees executive incentive design and outcomes. Key metrics and results below inform governance assessment.
| Executive ACI Metrics (Corporate) | 2023 | 2024 |
|---|---|---|
| Revenue Growth (FX- and acquisition-adjusted) – Weight | 55% | 55% |
| Adjusted Operating Margin (acquisition-adjusted) – Weight | 35% | 35% |
| Strategic Objectives (basket) – Weight | Gender diversity 5%; Strategic services revenue 5% | Gen AI; Synapse skilling; Inclusion – 10% total |
| Corporate ACI Payout | 30.3% of target (paid Mar 2024) | 107.3% of target (approved Mar 2025) |
| Executive PSU Design | 2023–2025 PSUs | 2024–2026 PSUs |
|---|---|---|
| Revenue Growth (FX/acquisition-adjusted) – Weight | 50% (three 1-year goals) | Relative revenue growth vs 10 peers – 50% (3-year) |
| Adjusted Diluted EPS – Weight | 25% (three 1-year goals) | Absolute adjusted EPS growth – 25% (2026 target) |
| Relative TSR – Weight/Peer Group | 25% vs S&P 500 Index; cap at target if absolute TSR negative | 25% vs S&P 500; cap at target if absolute TSR negative |
| Payout Range | 0–200% | 0–200% |
| Results (recent cycles) | 2021–2023 PSUs paid ~91.4% | 2022–2024 PSUs paid ~28.1% (finalized Mar 2025) |
Other Directorships & Interlocks
- Current boards: Bajaj Auto Ltd (automotive), SATS Ltd (aviation services), Syngene International Ltd (biotech services) .
- Prior boards: CRISIL Ltd, Bunge Ltd, Smith & Nephew plc .
- Interlocks/conflicts: The company reports no related person transactions since Jan 1, 2024; Board independence affirmed under Nasdaq rules .
Expertise & Qualifications
- Significant international business development, operations management, public company leadership, and governance experience; identified in Cognizant’s Board qualifications matrix .
Equity Ownership
| Metric | As of Apr 8, 2024 | As of Apr 7, 2025 |
|---|---|---|
| Common Stock – Direct Holdings (shares) | 10,590 | 14,155 |
| Awards Vesting within 60 days (shares) | 3,566 | 3,404 |
| Total CTSH Stock-Based Holdings (sum shown) | 14,156 | 17,559 |
| Ownership as % of Outstanding | <1% (each director <1%) | <1% (each director <1%) |
| Pledging/Hedging | None pledged; hedging, short sales, margin accounts, pledging prohibited | |
| Director Stock Ownership Guideline | 5x annual cash retainer (target $500,000 for post-6/7/22 joiners); compliance required within 5 years | |
| Compliance Status | All directors who joined before Jan 1, 2024 had satisfied guidelines; Ms. Bali joined 2020 (compliant) |
Governance Assessment
- Board effectiveness: Active roles on Compensation and Governance committees; committees’ 2024 priorities included talent engagement, incentive design (ACI/PSUs), governance oversight (independence, board self-evaluation), and sustainability disclosures .
- Independence and attendance: Independent under Nasdaq rules; committee attendance strong (Compensation 100%, Governance 96% average in 2024); Board average 98% .
- Pay and alignment: Director pay mix balances cash retainers with RSUs vesting annually; Bali’s 2024 total compensation $347,468 with RSUs grant-date fair value ~$220k; ownership increasing y/y; guidelines met; no pledging/hedging permitted .
- Conflicts: Company disclosed no related-party transactions since Jan 1, 2024; independence affirmed; no family relationships among directors/officers .
- Shareholder signals: Say-on-pay support strong—92% in 2024 and 2023; Board maintains regular shareholder engagement led by committee chairs .
- RED FLAGS: None identified—no related party transactions; compliance with ownership guidelines; robust attendance; director time commitments reviewed annually; outside board service within policy limits .