Mark Prout - Apr 1, 2023 Form 4 Insider Report for CONDUENT Inc (CNDT)

Role: EVP, Chief Information Officer
Signature: /s/ Michael Krawitz, attorney-in-fact
Stock symbol: CNDT
Transactions as of: Apr 1, 2023
Transactions value $: $505,767
Form type: 4
Date filed: 4/4/2023, 04:41 PM
Previous filing: Jan 20, 2023
Next filing: Jan 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNDT	Common Stock	Award	$375K	+109K	+26.69%	$3.43	519K	Apr 1, 2023	Direct	F1
transaction	CNDT	Common Stock	Award	$131K	+38.1K	+7.35%	$3.43	557K	Apr 1, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	RSU Awards of restricted stock units (RSUs) granted on April 1, 2023 that vest in equal amounts on December 31, 2023, December 31, 2024 and December 31, 2025. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting.
F2	Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on December 31, 2025, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2023 through December 31, 2025, the shares will vest on December 31, 2025 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The PRSU award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant.

Content

RSU Awards of restricted stock units (RSUs) granted on April 1, 2023 that vest in equal amounts on December 31, 2023, December 31, 2024 and December 31, 2025. 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. The PRSU award will cliff vest on December 31, 2025, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2023 through December 31, 2025, the shares will vest on December 31, 2025 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The PRSU award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant.