Zein Abdalla
COGNIZANT TECHNOLOGY SOLUTIONSAbout Zein Abdalla
Independent director since 2015; age 66; former President of PepsiCo; educated at Imperial College London (B.S.). Born in Sudan, Abdalla brings decades of large-scale global operating leadership and public company governance experience to Cognizant’s board; currently chairs the Governance & Sustainability Committee and serves on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | President; CEO, PepsiCo Europe; President, PepsiCo Europe; various senior executive positions | 1995–2014 | Led and shaped large-scale global operations; Fortune 50 public company leadership |
| The TJX Companies, Inc. | Director | 2012–2022 | Retail governance experience; prior public company directorship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Foundation | Board member and chair | Since 2020 | Philanthropy governance and strategy |
| Kuwait Food Company K.S.C.P. | Board member | Since 2017 | Consumer/food sector board exposure |
| Imperial College Business School Advisory Board | Member | Since 2016 | Academic advisory experience |
| Mars, Incorporated | Board advisor | Since 2016 | Strategic advisory to global consumer company |
Board Governance
- Committee assignments: Chair, Governance & Sustainability; Member, Compensation & Human Capital .
- Independence: Board determined all nominees other than the CEO are independent; Abdalla is an independent director .
- Attendance and engagement: Board held 13 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; average Board attendance was 98% .
- Governance Committee recent focus: Board self-evaluation, immigration/legal/regulatory risks, sustainability oversight, and U.S. political spend disclosures (review limited to U.S. citizen committee members) .
- Overboarding/time commitment policy: governance guidelines limit outside boards; Governance Committee confirmed all director nominees are in compliance and commit appropriate time .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-employee director retainer |
| Governance & Sustainability Committee chair retainer | $22,500 | Chair fee (raised from $20,000 effective after 2024 AGM) |
| Compensation & Human Capital Committee member retainer | $15,000 | Member fee |
| Total cash fees paid (2024) | $137,500 | Per director compensation table |
| Annual RSU award (grant-date fair value) | $219,968 | Standard Board member RSU grant; 3,366 RSUs at $65.35 (June 4, 2024) |
| RSU vesting | — | 100% vests on the one-year anniversary of grant |
| Deferral election | — | Director RSU/cash deferral options available; Abdalla not listed among directors electing deferral options in 2024 |
Performance Compensation
| Metric | Weight | Target/Design | Notes |
|---|---|---|---|
| None for directors | — | — | Director equity (RSUs) is time-based (1-year vest); no performance metrics or options/bonus in director program |
Director compensation uses cash retainers and time-based RSUs to align with shareholder interests; no performance-based pay elements are disclosed for directors .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The TJX Companies, Inc. | Prior | Director (2012–2022) | Retail; not a CTSH competitor/customer; no related-party transactions disclosed |
| Kuwait Food Company K.S.C.P. | Current | Board member | Food sector; no CTSH related-party transactions disclosed |
| Mastercard Foundation | Current | Board member/chair | Non-profit; governance experience; no related-party transactions disclosed |
Expertise & Qualifications
- Operations management; public company leadership; public company governance .
- Extensive global experience leading large divisions at PepsiCo; board/advisory roles across consumer and institutional sectors .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common stock – direct holdings | 19,143 | As of April 7, 2025 |
| Awards vesting within 60 days | 3,404 | RSUs vesting within 60 days of record date |
| Indirect holdings | — | None disclosed |
| Unvested awards (not convertible within 60 days) | — | None disclosed |
| Deferred RSUs and DSUs | — | None disclosed |
| Total | 22,547 | Less than 1% of outstanding shares |
- Director stock ownership guideline: 5x annual cash retainer; all directors who joined before Jan 1, 2024 satisfied the requirement (Abdalla joined in 2015) .
- Hedging/short sales/margin/pledging prohibited for directors ; insider trading policy applies to directors .
Governance Assessment
-
Positives:
- Independence and long tenure with chair role on Governance & Sustainability indicate strong governance influence and oversight of macro, regulatory and sustainability risk .
- High Board/committee attendance and structured self-evaluations support effectiveness; extensive shareholder engagement across key topics .
- Director pay structure emphasizes equity RSUs with clear vesting and ownership guidelines; prohibitions on hedging/pledging enhance alignment .
- No related-party transactions requiring disclosure since Jan 1, 2024 (reduces conflict risk) .
-
Watch items:
- Governance Committee review of political expenditures restricted to U.S. citizen members; while process-limiting, it mitigates legal exposure but may constrain full-committee oversight on U.S. political activity .
- Individual attendance percentages not disclosed (only Board/committee averages and 75% minimum), limiting granularity of director-specific engagement metrics .
-
Risk indicators:
- No Section 16(a) delinquency; insiders filed required reports timely for 2024 .
- Say-on-pay support at 92% in 2024 and 2023, signaling investor confidence in compensation governance (committee Abdalla serves on) .
Overall, Abdalla’s governance role (committee chair), independence, and clean related-party profile support investor confidence; compensation/ownership policies and restrictions further align interests, with minimal conflict flags disclosed .