Cognizant (CTSH) director awarded RSUs and DSUs with deferred share delivery
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ROHLEDER STEPHEN J reported acquisition or exercise transactions in this Form 4 filing.
Cognizant Technology Solutions director Stephen J. Rohleder reported equity-based board compensation awards. He received 5,032 Deferred Stock Units (DSUs), each representing one share of Class A Common Stock, in lieu of 100% of his annual cash retainers, with the DSUs fully vested and payment deferred under company guidelines.
He was also granted 5,077 Restricted Stock Units (RSUs), each convertible into one share of Class A Common Stock, which will vest fully on June 2, 2027. Rohleder elected to defer payment of both the RSUs and DSUs, and any related dividend equivalents, until a change in control, his death or permanent disability, or the first July 1 following his termination of board service (other than due to death or permanent disability).
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
ROHLEDER STEPHEN J
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 5,077 | $0.00 | -- |
| Grant/Award | Deferred Stock Units | 5,032 | $55.14 | $277K |
Holdings After Transaction:
Restricted Stock Units — 5,077 shares (Direct, null);
Deferred Stock Units — 5,032 shares (Direct, null)
Footnotes (1)
- 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"). The RSUs will vest fully on June 2, 2027. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer payment of such RSUs (and corresponding dividend equivalents, if any) until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability). Each deferred stock unit ("DSU") represents a right to receive one share of the Company's Class A Common Stock. The Reporting Person elected, pursuant to the Guidelines, to receive fully vested shares of the Company's Class A Common Stock for 100% of the annual cash retainers to which he is entitled for his service on the Company's Board and its committees. The Reporting Person has also elected, pursuant to the Guidelines, to defer payment of the underlying shares (and corresponding dividend equivalents, if any) until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability). The DSUs are fully vested.
Key Figures
Deferred Stock Units granted: 5,032 units
DSU reference price: $55.14 per unit
Restricted Stock Units granted: 5,077 units
+3 more
6 metrics
Deferred Stock Units granted
5,032 units
Board compensation election into DSUs
DSU reference price
$55.14 per unit
Price reported for 5,032 Deferred Stock Units
Restricted Stock Units granted
5,077 units
Equity award on June 2, 2026
RSU vesting date
June 2, 2027
Full vesting of 5,077 RSUs
Underlying Class A shares (DSUs)
5,032 shares
One share per Deferred Stock Unit
Underlying Class A shares (RSUs)
5,077 shares
One share per Restricted Stock Unit
Key Terms
Deferred Stock Units, Restricted Stock Units, dividend equivalents, change in control, +1 more
5 terms
Deferred Stock Units financial
"Each deferred stock unit ("DSU") represents a right to receive one share"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalents financial
"defer payment of such RSUs (and corresponding dividend equivalents, if any) until the first to occur"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
change in control financial
"until the first to occur of (1) a change in control, (2) the death"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Non-Employee Director Compensation Guidelines financial
"pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines")"
FAQ
What did Cognizant (CTSH) director Stephen J. Rohleder report on this Form 4?
Stephen J. Rohleder reported awards of 5,032 Deferred Stock Units and 5,077 Restricted Stock Units as board compensation. Each unit represents one share of Cognizant Class A Common Stock, reflecting equity-based pay rather than any open-market stock purchases or sales.
How many Deferred Stock Units did Stephen Rohleder receive from Cognizant (CTSH)?
Stephen Rohleder received 5,032 Deferred Stock Units (DSUs) from Cognizant. Each DSU represents a right to receive one share of Class A Common Stock, tied to his annual cash retainers for board and committee service, which he chose to take in stock form.
How many Restricted Stock Units did Cognizant (CTSH) grant Stephen Rohleder and when do they vest?
Cognizant granted Stephen Rohleder 5,077 Restricted Stock Units. Each RSU represents one share of Class A Common Stock. These RSUs will vest fully on June 2, 2027, subject to the company’s standard terms described in its Non-Employee Director Compensation Guidelines.
Are Stephen Rohleder’s Deferred Stock Units from Cognizant (CTSH) already vested?
Yes. The Deferred Stock Units are fully vested according to the disclosure. Although vested, Rohleder elected to defer actual share delivery and related dividend equivalents under Cognizant’s Non-Employee Director Compensation Guidelines until specified future triggering events occur.