XML 32 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Below is the tabular disclosure for the Company’s Chief Executive Officer, our Principal Executive Officer (“PEO”), and the average of our NEOs other than the PEO for 2022, 2021 and 2020.
(a)(b)(c)(d)(e)(f)(g)(h)(i)
YearSCT Total Compensation for PEO ($)Compensation Actually Paid to PEO ($)Average SCT Total Compensation for Non-PEO NEOs ($)Average Compensation Actually Paid to Non-PEO NEOs ($)Value of Initial Fixed $100 Investment Based On:GAAP Net Income (in Millions)CSM: Revenue
 (in Millions)
Total Shareholder Return ($)
Peer Group Total Shareholder Return(1)($)
20225,865,878 2,009,495 1,560,266 871,985 65 100 (182)3,858 
20216,078,061 6,206,311 1,379,302 795,496 86 120 (28)4,140 
20204,973,649 10,153,839 1,632,025 2,934,397 77 125 (118)4,163 
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote [Text Block] Reflects the compensation amounts reported in the Summary Compensation Table for our CEO, Mr. Skelton, for each of the respective years shown.    
Peer Group Issuers, Footnote [Text Block] Represents the cumulative total shareholder return (TSR) of the S&P 500 Data Processing & Outsource Services Index, which is an industry line peer group reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table.    
PEO Total Compensation Amount $ 5,865,878 $ 6,078,061 $ 4,973,649
PEO Actually Paid Compensation Amount $ 2,009,495 6,206,311 10,153,839
Adjustment To PEO Compensation, Footnote [Text Block]
Reconciliation from SCT Total Compensation to CAP
YearSCT Total CompensationLess SCT EquityPlus (minus) Year End Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of the YearPlus (minus) Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior YearsPlus (minus) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearPlus (minus) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearPlus (minus) Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the YearCompensation Actually Paid (CAP)
PEO
20225,865,878 (4,249,995)1,896,875 (750,008)552,744 (1,305,999)— 2,009,495 
20216,078,061 (3,999,993)2,139,147 512,747 838,551 637,798 — 6,206,311 
20204,973,649 (2,999,999)5,926,239 (316,315)3,018,696 (448,431)— 10,153,839 
Average for non-PEO NEOs
20221,560,266 (849,995)379,375 (135,079)110,547 (193,129)— 871,985 
20211,379,302 (631,987)242,190 63,611 80,082 58,662 (396,364)795,496 
20201,632,025 (677,498)1,338,334 (16,283)681,725 (23,906)— 2,934,397 
The unvested equity values in the above table are computed in accordance with the methodology used for financial reporting purposes. The fair value of time-based restricted stock units and PRSU—Revenue Hurdle awards used to calculate CAP was based on Conduent’s closing stock price on each valuation date and, for PRSU—Revenue Hurdle shares, assumes estimated performance results as of the end of each reporting year. The fair value of PRSU—Share Hurdle awards used to calculate CAP was based on Conduent’s fair value per share on each valuation date and assumes estimated performance results as of the end of each reporting year.
Columns for dividends and pensions are excluded from the above, as they are not provided by Conduent.
   
Non-PEO NEO Average Total Compensation Amount $ 1,560,266 1,379,302 1,632,025
Non-PEO NEO Average Compensation Actually Paid Amount $ 871,985 795,496 2,934,397
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Average CAP to our other NEOs is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for the average of the other NEOs is set forth following the footnotes to this table.
Reconciliation from SCT Total Compensation to CAP
YearSCT Total CompensationLess SCT EquityPlus (minus) Year End Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of the YearPlus (minus) Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior YearsPlus (minus) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the YearPlus (minus) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the YearPlus (minus) Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the YearCompensation Actually Paid (CAP)
PEO
20225,865,878 (4,249,995)1,896,875 (750,008)552,744 (1,305,999)— 2,009,495 
20216,078,061 (3,999,993)2,139,147 512,747 838,551 637,798 — 6,206,311 
20204,973,649 (2,999,999)5,926,239 (316,315)3,018,696 (448,431)— 10,153,839 
Average for non-PEO NEOs
20221,560,266 (849,995)379,375 (135,079)110,547 (193,129)— 871,985 
20211,379,302 (631,987)242,190 63,611 80,082 58,662 (396,364)795,496 
20201,632,025 (677,498)1,338,334 (16,283)681,725 (23,906)— 2,934,397 
The unvested equity values in the above table are computed in accordance with the methodology used for financial reporting purposes. The fair value of time-based restricted stock units and PRSU—Revenue Hurdle awards used to calculate CAP was based on Conduent’s closing stock price on each valuation date and, for PRSU—Revenue Hurdle shares, assumes estimated performance results as of the end of each reporting year. The fair value of PRSU—Share Hurdle awards used to calculate CAP was based on Conduent’s fair value per share on each valuation date and assumes estimated performance results as of the end of each reporting year.
Columns for dividends and pensions are excluded from the above, as they are not provided by Conduent.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Relationship between Company TSR and Peer Group TSR and CAP and Company TSR
The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for our PEO and other NEOs.
TSR vs CAP 3 7 23.jpg
   
Compensation Actually Paid vs. Net Income [Text Block]
Relationship between CAP and GAAP Net Income
GAAP Net Income is not a main factor in determining the CAP for our PEO and average other NEOs, as GAAP Net Income is not a metric in our annual or long-term incentive plans, and thus there is not a strong relationship between CAP and Net Income.
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Relationship between Revenue (our Company-Selected Measure) and CAP
The graph below reflects the relationship between our PEO and Average Other NEO CAP versus revenue for each fiscal year.
Revenue vs CAP 3 7 23.jpg
   
Total Shareholder Return Vs Peer Group [Text Block]
Relationship between Company TSR and Peer Group TSR and CAP and Company TSR
The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for our PEO and other NEOs.
TSR vs CAP 3 7 23.jpg
   
Tabular List [Table Text Block]
Performance Measures Linking Pay versus Performance
Absolute TSRRelative TSR
Adjusted EBITDA MarginRevenue
Net ARR Activity
   
Total Shareholder Return Amount $ 65 86 77
Peer Group Total Shareholder Return Amount 100 120 125
Net Income (Loss) $ (182,000,000) $ (28,000,000) $ (118,000,000)
Company Selected Measure Amount 3,858,000,000 4,140,000,000 4,163,000,000
PEO Name Mr. Skelton    
Additional 402(v) Disclosure [Text Block] Performance yearCAP to our CEO is computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, a reconciliation from SCT total compensation to CAP for Mr. Skelton is set forth following the footnotes to this table.For 2022, other NEOs are Messrs. Wood, Krawitz, Prout, and Keyes; for 2021, other NEOs are Messrs. Wood, Krawitz, Prout, Keyes, and Webb-Walsh; for 2020, other NEOs are Messrs. Webb-Walsh, Krawitz, Prout, and KeyesRepresents the cumulative total shareholder return (TSR) of Conduent for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table. Conduent’s GAAP Net Income as reported in the Company’s Consolidated Statements of Income on Form 10-K for each fiscal year in the tableConduent’s Revenue, which is the Company-Selected Measure.    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Absolute TSR    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA Margin    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Net ARR Activity    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
PEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (4,249,995) $ (3,999,993) $ (2,999,999)
PEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,896,875 2,139,147 5,926,239
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (750,008) 512,747 (316,315)
PEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 552,744 838,551 3,018,696
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,305,999) 637,798 (448,431)
PEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (849,995) (631,987) (677,498)
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 379,375 242,190 1,338,334
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (135,079) 63,611 (16,283)
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 110,547 80,082 681,725
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (193,129) 58,662 (23,906)
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (396,364) $ 0