4/A: Conduent Executive Adam D. Appleby Corrects Stock Ownership Reporting After PRSU Award Error

Adam D. Appleby, EVP at Conduent Inc, files an amended Form 4 to correct an under-reporting of performance restricted stock units (PRSUs) awarded on April 1, 2025.

Summary

• Adam D. Appleby, an EVP at Conduent Inc, filed an amended Form 4 on April 7, 2025, to correct a previous filing from April 3, 2025.
• The amendment addresses an error in the number of performance restricted stock units (PRSUs) awarded on April 1, 2025.
• The corrected filing shows that Appleby beneficially owns 424,753 shares of Conduent common stock following the adjustment.
• The PRSUs will cliff vest on December 31, 2027, contingent on Conduent's total shareholder return (rTSR) compared to its peer group.
• The payout percentage of the PRSUs varies based on Conduent's rTSR ranking, ranging from 50% for the 25th percentile to 150% for the 75th percentile, with linear interpolation between these points.
• The PRSU award adjustment is capped at 100% if Conduent's total shareholder return is negative, and at 4x the fair market value of the target number of PRSUs on the date of grant.

Sentiment

Score: 7

Explanation: The document is a routine correction of a stock ownership report. While it highlights a past error, the overall sentiment is neutral as it's a procedural matter. The use of performance-based compensation suggests a focus on aligning executive interests with shareholder value.

Negatives

• The initial Form 4 filing on April 3, 2025, contained an error, requiring an amendment.

Risks

• The vesting of the PRSUs is contingent on Conduent's performance relative to its peer group, introducing uncertainty regarding the actual payout.

Future Outlook

The executive's future stock ownership is tied to the company's performance, specifically its total shareholder return relative to its peer group, until December 31, 2027.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. The use of PRSUs is a typical incentive mechanism to align executive interests with shareholder value.

Comparison to Industry Standards

• Performance-based restricted stock units (PRSUs) are a common form of executive compensation in publicly traded companies, particularly in the technology and business services sectors.
• Companies like Accenture, IBM, and Tata Consultancy Services also utilize similar performance-based equity awards to incentivize their executives.
• The vesting conditions tied to relative total shareholder return (rTSR) are a standard practice to ensure that executives are focused on delivering shareholder value compared to their peers.
• The payout ranges and vesting schedules are generally aligned with industry benchmarks, with variations depending on the specific company's performance goals and compensation philosophy.

Stakeholder Impact

• The correction of the stock ownership report ensures transparency for shareholders.
• The performance-based vesting of the PRSUs aligns executive compensation with shareholder returns, potentially benefiting shareholders if the company performs well.

Key Dates

Keywords

Form 4, amendment, PRSU, Conduent, stock ownership, Appleby, rTSR