4/A: Conduent Inc. Executive Corrects Stock Ownership Reporting After Administrative Error

Michael Krawitz, EVP, GC & Secretary of Conduent Inc., files an amended Form 4 to correct an under-reporting of performance restricted stock units (PRSUs) awarded on April 1, 2025.

Summary

• Michael Krawitz, an executive at Conduent Inc., filed an amended Form 4 to correct a previous filing regarding changes in beneficial ownership.
• The amendment addresses an error in the number of performance restricted stock units (PRSUs) awarded on April 1, 2025.
• The corrected filing shows Krawitz beneficially owns 1,158,693 shares of Conduent Inc. common stock.
• The PRSUs 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 percentile ranking, ranging from 50% at the 25th percentile to 150% at the 75th percentile.
• 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 previous filing. While it doesn't contain overtly positive news, ensuring accurate reporting is a positive for investor confidence.

Positives

• The correction of the stock ownership reporting ensures transparency and accuracy for investors.

Future Outlook

The vesting of the PRSUs on December 31, 2027, is contingent on Conduent's total shareholder return (rTSR) compared to its peer group, influencing executive performance and alignment with shareholder interests.

Industry Context

Executive compensation through equity awards like PRSUs is a common practice in publicly traded companies to align management's interests with those of shareholders. The vesting conditions tied to relative TSR are designed to incentivize outperformance compared to industry peers.

Comparison to Industry Standards

• Performance-based equity awards are a standard component of executive compensation packages in publicly traded companies.
• Using relative TSR as a vesting condition is a common practice to incentivize executives to outperform their peers.
• Companies like Xerox (a former parent of Conduent) and other business process outsourcing firms often use similar metrics in their executive compensation plans.
• The percentile-based payout structure (50% at 25th percentile, 100% at median, 150% at 75th percentile) is a typical design for these types of awards.

Stakeholder Impact

• The correction of the stock ownership reporting ensures transparency for shareholders.
• The vesting of PRSUs based on TSR aligns management's interests with shareholder value creation.

Key Dates

Keywords

Form 4, amendment, beneficial ownership, performance restricted stock units, PRSU, Conduent, Krawitz, rTSR, shareholder return, vesting