Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


           of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2020, Cognizant Technology Solutions Corporation (the "Company") announced the appointment of Mr. Jan Siegmund as Chief Financial Officer, effective September 1, 2020.

Prior to joining Cognizant, Mr. Siegmund served as Chief Financial Officer of Automatic Data Processing, Inc., one of the world's leading global human capital management technology and service providers ("ADP"), from 2012 until 2019. Prior to his appointment as Chief Financial Officer, he served in various positions of increasing responsibility with ADP, including as ADP's President - Added Value Services from 2007 to 2012 and Chief Strategy Officer from 2004 to 2012. He began his career at McKinsey & Company. Mr. Siegmund serves on the Board of Directors and Chair of the Audit Committee of The Western Union Company and as a Board Member of The LGBT Center - New York.

Mr. Siegmund holds a Master of Science in Industrial Engineering from the Technical University Karlsruhe, a Master of Arts in Economics from the University of California, Santa Barbara, and a PhD in Economics from the University of Bamberg and Technical University of Dresden.

Mr. Siegmund entered into an offer letter (the "Offer Letter") with the Company that provides for annual target compensation of $6,100,000, consisting of (i) base salary of $800,000, (ii) an annual cash incentive target of 1x base salary ($800,000), (iii) performance stock units ("PSUs") with a grant date fair value equal to $2,250,000 and (iv) restricted stock units ("PSUs") with a grant date fair value equal to $2,250,000. For 2020, the award of PSUs will be pro-rated ($750,000, assuming a September 1, 2020 start date) and the award of RSUs will be in the form of a transition award with a grant date fair value of $3,375,000 to get Mr. Siegmund onto the annual first quarter RSU award cycle with other executive officers. Upon joining the Company, Mr. Siegmund will also receive a one-time, non-recurring award of RSUs with a grant date value of $1,500,000 that will vest in 12 equal quarterly installments over three years.

Under the terms of the Offer Letter, Mr. Siegmund will enter into an Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement in the form generally applicable to executive officers of the Company (filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2017).

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the actual Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Mr. Siegmund will succeed Karen McLoughlin, who announced her retirement on July 29, 2020. Ms. McLoughlin will remain employed with the Company through December 31, 2020 to assist with the transition. In connection with her retirement, Ms. McLoughlin will be eligible to receive continued vesting of outstanding equity and her 2020 annual cash incentive, if the applicable performance goals are attained, in accordance with the applicable terms of the Company's Retirement, Death and Disability Policy.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.     Description
  10.1            Offer Letter with Jan Siegmund, effective as of July 8, 2020.
104             Cover Page Interactive Data File (the cover page XBRL tags are embedded within
                the Inline XBRL document).

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