Form 4: Conduent Executive Receives Stock Awards

Michael Krawitz, EVP, GC & Secretary of Conduent Inc., received restricted stock units and performance-based restricted stock units on April 1, 2026.

Summary

• Michael Krawitz, Executive Vice President, General Counsel & Secretary of Conduent Inc., was granted restricted stock units (RSUs) and performance-based restricted stock units (PRSUs) on April 1, 2026.
• The RSUs, totaling 413,533 units, will vest in equal installments on December 31, 2026, December 31, 2027, and December 31, 2028.
• The PRSUs have vesting conditions tied to continued employment through December 31, 2028, and a tiered average closing stock price requirement ranging from $2.50 to $5.00 per share.
• Vested shares from PRSUs will be paid out within 60 days following the vesting date.
• Krawitz's beneficial ownership of common stock increased following these awards.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine executive stock awards and does not contain significant financial performance updates or strategic shifts.

Positives

• Grant of restricted stock units and performance-based restricted stock units to a key executive, indicating a commitment to long-term incentive alignment.
• The structure of PRSUs incentivizes stock price appreciation, with tiered vesting based on achieving specific average closing stock prices ($2.50, $3.00, $4.00, $5.00+).
• Clear vesting schedules for both RSUs and PRSUs provide transparency on when equity will be earned.

Negatives

• The vesting of PRSUs is contingent on achieving specific stock price targets, which may not be met.
• The performance conditions for PRSUs require an average closing stock price of at least $2.50 for any vesting to occur, and up to $5.00 for full vesting.

Risks

• Failure to meet the average closing stock price conditions for PRSUs could result in no or partial vesting of these performance-based awards.
• The stock price performance required for PRSU vesting may be challenging to achieve given market volatility and company-specific performance.

Future Outlook

The future outlook for the PRSUs is directly tied to Conduent's stock performance, with specific targets set for average closing stock prices between $2.50 and $5.00 to determine the extent of vesting.

Management Comments

• RSU Awards of restricted stock units ('RSUs') granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ('Common Stock') upon vesting.
• Award of performance restricted stock units ('PRSUs') that can only be settled in Common Stock. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through December 31, 2028 (the 'Vesting Date'). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 1, 2026 through December 31, 2028 (the 'average closing price') of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing stock price of $3.00/share is achieved, 50% is eligible to vest; if an average closing stock price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing stock price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices.
• Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Industry Context

StockSavvy.ai notes that the issuance of performance-based equity awards to executives is a common practice in the technology and business services sectors, aiming to align executive interests with shareholder value creation and incentivize long-term growth.

Stakeholder Impact

• Shareholders: The PRSU structure aligns executive incentives with potential stock price appreciation, which could benefit shareholders if targets are met.
• Employees: The PRSU structure may indirectly motivate employees through the success of the company and its stock performance.
• Management: Michael Krawitz benefits from potential equity gains contingent on performance and continued employment.

Next Steps

• Vesting of RSUs on December 31, 2026, December 31, 2027, and December 31, 2028.
• Monitoring of Conduent's average closing stock price to determine PRSU vesting.
• Payment of vested PRSU shares within 60 days following the Vesting Date (December 31, 2028).

Key Dates

Keywords

Conduent Inc, CNDT, Form 4, SEC Filing, Stock Awards, Restricted Stock Units, Performance Restricted Stock Units, Executive Compensation, Beneficial Ownership, Michael Krawitz