CONDUENT Inc 8-K

What Happened
CONDUENT Inc announced that Clifford Skelton stepped down as President and Chief Executive Officer and as a director effective January 16, 2026, with no disagreement with the company. The board appointed Harsha V. Agadi — who had been Chairman since May 2025 — as Chief Executive Officer effective immediately. Margarita Paláu‑Hernández was named independent Chair of the Board on the same date; Mr. Agadi stepped down as Chair but remains a director. A press release was furnished with the filing.

Key Details

• Clifford Skelton resigned effective January 16, 2026; he will receive separation benefits consistent with a termination without cause under company plans and agreements.
• Harsha V. Agadi’s compensation package (Offer Letter dated Jan 16, 2026):
  • Base salary: $880,000.
  • 2026 target short‑term incentive: 150% of base salary.
  • Long‑term equity award: 1.7 million stock units (40% RSUs, 60% PSUs).
  • RSUs vest ratably over three years. PSUs are performance‑based over a three‑year period ending Dec 28, 2028, with payout tied to average stock‑price goals (25% payout at $2.50; 100% at $5.00, measured over any 120‑consecutive‑day period).
  • RSUs/PSUs have pro‑rata vesting rules if Mr. Agadi continues after a successor CEO or upon certain terminations; awards vest on death, disability, involuntary termination without cause, voluntary termination for good reason, or qualifying change in control while he serves as CEO.
  • Eligible for executive benefits and severance plans; company will reimburse up to $15,000 of his legal fees.
• Offer Letter and award agreements are filed as exhibits and a press release was furnished with the 8‑K.

Why It Matters
Leadership changes can affect company strategy, execution and investor confidence. The new CEO’s pay package links a significant portion of long‑term compensation to stock‑price performance (PSUs with $2.50–$5.00 thresholds), which aligns incentives with share‑price improvement but also creates potential dilution from 1.7 million stock units. Skelton’s departure is described as amicable and will trigger contractual separation benefits. Investors should note the governance shift (new independent chair) and the specific performance targets that will determine Agadi’s long‑term equity payouts.