Ravi Kumar Singisetti - 12 Jan 2023 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Signature
/s/ Carrie P. Ryan, on behalf of Ravi Kumar Singisetti, by Power of Attorney
Issuer symbol
CTSH
Transactions as of
12 Jan 2023
Net transactions value
$0
Form type
4
Filing time
17 Jan 2023, 16:03:52 UTC
Previous filing
11 Jul 2022
Next filing
21 Feb 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTSH Restricted Stock Units Award $0 +76,804 $0.000000 76,804 12 Jan 2023 Class A Common Stock 76,804 Direct F1, F2
transaction CTSH Performance Stock Units Award $0 +115,205 $0.000000 115,205 12 Jan 2023 Class A Common Stock 115,205 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
F2 A total of 76,804 RSUs were granted on January 12, 2023 under the Company's 2017 Incentive Award Plan (the "Plan") and will vest in four successive quarterly installments, commencing on April 12, 2023, with 1/4th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the fourth quarterly vesting date (January 12, 2024).
F3 Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 Represents the maximum number of shares, and 250% of the target, issuable under the performance stock units ("PSUs") granted on January 12, 2023 under the Plan. At target payout, 46,082 shares would be issuable under the PSUs. The award will be payable based on absolute total stockholder return (measured as a compound annual growth rate) of the Company's common stock over the four years starting on January 12, 2023 (with share price adjustment downwards to account for dividends) (the "Stock Price CAGR"), as follows: 50% of the target will be issued if Stock Price CAGR is +10% (the "threshold level"); 100% of the target will be issued if Stock Price CAGR is +15%; 200% of the target will be issued if Stock Price CAGR is +17%; 250% of the target will be issued if Stock Price CAGR is +20% . The shares, if any, will vest on January 12, 2027. No shares will be granted below the threshold level, and the amount of shares granted between targets will be determined by linear interpolation.