CONDUENT INC (CNDT)
Sector: Industrials
2026 Annual Meeting Analysis
CONDUENT INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Director Nominees
Against Analysis
Mr. Agadi joined the board in 2025 (over 24 months ago threshold does not apply as he joined within the past 24 months — however he joined in 2025 and the filing date is 2026, making his tenure less than 24 months, so he is exempt from the TSR trigger under the 24-month new-director exemption; BUT he was appointed CEO on January 16, 2026 and is a non-independent executive director — re-evaluating: he joined the board in 2025, which is within 24 months of the 2026 meeting, so he qualifies for the new-director exemption and receives a FOR vote despite the company's severe stock underperformance.
Mr. Letier has served on the board since 2018, well beyond the 24-month exemption window. Over the past three years, Conduent's stock has fallen roughly 59% while the company's disclosed compensation peer group had a median return of -26%, meaning Conduent underperformed its peers by about 33 percentage points. Because Conduent's absolute three-year return is negative, the policy threshold to trigger a vote against is only 20 percentage points of underperformance — a bar that is clearly exceeded. The five-year check does not rescue this result: over five years Conduent underperformed peers by approximately 57 percentage points, also well above the 20-point threshold for negative absolute returns, confirming sustained rather than transient underperformance.
Ms. Paláu-Hernández has served on the board since 2019, well beyond the 24-month exemption. Conduent's three-year stock return is approximately -59% versus the peer group median of -26%, a gap of roughly 33 percentage points, which exceeds the 20-percentage-point trigger threshold that applies when absolute returns are negative. The five-year TSR comparison shows an approximately 57-point gap versus peers, confirming that underperformance is sustained over the longer period as well, so the five-year mitigant does not apply.
For Analysis
Mr. Agadi joined the board in 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he brings relevant operational and leadership experience as the newly appointed CEO.
Mr. Fucci joined the board in October 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he brings strong audit and governance expertise from his career at Deloitte and service on other public company boards.
Ms. Van joined the board in March 2026, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; she brings relevant audit and financial expertise as a Certified Public Accountant and Chief Audit Executive.
Of the five nominees, two long-tenured directors (Letier, director since 2018; Paláu-Hernández, director since 2019) receive AGAINST votes because Conduent's stock has severely underperformed its disclosed peer group over both the three- and five-year periods, exceeding the policy's underperformance trigger threshold. Three directors (Agadi, Fucci, Van) are exempt from the TSR trigger because they joined the board within the past 24 months and receive FOR votes based on their qualifications.
Say on Pay
✓ FORCEO
Clifford Skelton
Total Comp
$6,851,997
Prior Support
95%%
The prior year Say on Pay vote received 95% support, well above the 70% threshold that would require a response. The CEO's total reported compensation of approximately $6.85 million is composed of 88% variable pay (performance-based equity and short-term incentives), which substantially exceeds the policy's 50-60% variable pay requirement and reflects a strong pay-for-performance structure. While Conduent's stock has underperformed its peers, the incentive plan outcomes reflect this — the short-term bonus pool was reduced below the calculated formula result, the revenue-growth component of the long-term performance stock awards resulted in 0% payout for the first measurement period, and the relative TSR component paid out at only 50% of target — demonstrating that the variable pay program is working as intended by delivering below-target payouts when performance falls short.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
10 yrs
Audit Fees
$3,000,000
Non-Audit Fees
$0
PwC has served as Conduent's auditor since 2016 (approximately 10 years), which is well below the 25-year tenure threshold that would trigger a concern. Non-audit fees in 2025 were zero, meaning there is no independence concern from non-audit work. PwC is a Big 4 firm appropriate for a company of Conduent's size and complexity.
Overall Assessment
The 2026 Conduent annual meeting features three standard proposals; the most significant governance concern is severe and sustained stock underperformance, with the share price down roughly 59% over three years versus a peer group median decline of only 26%, which triggers AGAINST votes for the two longest-serving directors (Letier and Paláu-Hernández) while three newer directors are exempt. The Say on Pay and auditor ratification proposals both pass the policy screens cleanly, supported by a strong variable pay mix, below-target incentive payouts consistent with poor performance, and a clean auditor fee profile.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing