April 10, 2018

Dear Shareholders:

You are cordially invited to attend the annual meeting of shareholders of Conduent Incorporated on Friday, May 25, 2018 at 9:00 a.m., Eastern Time. The meeting will be held at The Madison Hotel, 1 Convent Road, Morristown, New Jersey.

The attached notice of the 2018 annual meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting.

At the Annual Meeting of Shareholders, you will be asked to vote upon:

The Board of Directors unanimously recommends that you vote in favor of these proposals.

It is important that your shares be represented and voted at the Annual Meeting of Shareholders, regardless of whether or not you plan to attend in person. Therefore, you are urged to vote your shares using one of the methods described on page 1 under “How do I vote?”.

Thank you for your continued support of, and ongoing interest in, Conduent Incorporated.

For the Board of Directors,

Notice of 2018 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 25, 2018.

The Proxy Statement and 2017 Annual Report are available at

www.envisionreports.com/CNDT or https://investor.conduent.com.

By order of the Board of Directors,

J. Michael Peffer

Executive Vice President, General Counsel and Secretary

April 10, 2018

TABLE OF CONTENTS

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (the “Company”) will be held on Friday, May 25, 2018, at 9:00 a.m. at The Madison Hotel, 1 Convent Road in Morristown, New Jersey.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Shareholders will also act on any other business that may properly come before the meeting. In addition, our management will report on the Company’s performance during fiscal 2017 and respond to questions from shareholders.

Who is entitled to vote?

Owners of our common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the record date, March 27, 2018 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned include shares you held on that date (1) directly in your name as the shareholder of record (registered shareholder) and/or (2) in the name of a broker, bank or other holder of record where the shares were held for you as the beneficial owner (beneficial owner). Each share of Common Stock is entitled to one vote on each matter to be voted on. As of the Record Date, there were 210,493,863 shares of our Common Stock outstanding and entitled to vote.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (the “Notice”) with voting instructions from the bank, broker or other holder of record where the shares are held that must be followed in order for their shares to be voted.

Registered shareholders can vote in any one of four ways:

If you use your proxy to vote by Internet, telephone or mail, you authorize each of the two directors, whose names are listed on the accompanying proxy, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

How can I attend the Annual Meeting?

All shareholders on the Record Date may attend. In order to be admitted to the meeting, please obtain an admission ticket in advance and bring a form of personal photo identification, such as a driver’s license. To obtain an admission ticket:

If you are a registered shareholder:

If you are a beneficial owner:

You can find directions to the meeting online at www.envisionreports.com/CNDT. If you have any further questions regarding admission or directions to the Annual Meeting, please call Shareholder Services at 973-526-7158.

How many shares are required to be present to hold the Annual Meeting?

A quorum is necessary to hold a valid meeting of shareholders. For each of the proposals to be presented at the meeting, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum. As of the Record Date, there were 210,493,863 shares of our Common Stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining a quorum.

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How many votes are required to approve each proposal?

Election of Directors. Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast “for” the nominee’s election must exceed the votes cast “against” the nominee’s election, with abstentions and broker non-votes not counting as votes “for” or “against.” Our by-laws require that any incumbent nominee for director who receives a greater number of votes cast “against” his or her election than “for” his or her election shall tender his or her resignation promptly after such election. The independent directors will then evaluate and determine, based on the relevant facts and circumstances, whether to accept or reject the resignation. The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the Securities and Exchange Commission (“SEC”).

Other Items

The affirmative vote of a majority of the votes cast at the meeting will be required for approval of the following proposals, meaning these proposals will be approved if the number of votes cast “for” the proposal exceed the number of votes cast “against” the resolution.

Abstentions and broker non-votes are not counted as votes “for” or “against” for the purpose of determining the outcome of the other above matters. For additional information regarding broker non-votes, see below under What is a broker non-vote and how will it affect the voting?

Although the advisory vote on the 2017 compensation of our named executive officers is non-binding, the Board values the opinions of shareholders and will consider the outcome of the vote on these proposals when making future decisions regarding executive compensation.

At present, the Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

What is a broker non-vote and how will it affect the voting?

Under NYSE rules, brokers are not permitted to vote the shares they hold on behalf of beneficial owners without the beneficial owner’s voting instruction for matters that are deemed to be “non-routine.” A broker non-vote occurs with respect to non-routine matters when the beneficial owner of the shares fails to furnish timely voting instructions to the broker, and the broker is not permitted under applicable NYSE rules to vote the shares in its discretion. Election of directors and the advisory vote on executive compensation are considered non-routine matters. Shares constituting broker non-votes, while counted towards the quorum, are not counted as votes “for” or “against” for the purpose of determining whether shareholders have approved a non-routine matter. As a result, broker non-votes will have no impact on the outcome of these matters.

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (sometimes referred to as our “independent auditors”) is a routine matter, and, therefore, brokers would have discretion to vote on this proposal without having received timely voting instructions. Accordingly, there will be no broker non-votes with respect to this proposal.

May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by submitting a later dated proxy card, by a later telephone or on-line vote, by notifying the Secretary of the Company in writing that you have revoked your proxy or by attending the Annual Meeting and either giving notice of revocation or voting in person.

Who will count the vote? Is my vote confidential?

Representatives of Computershare will act as Inspector of Election, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting

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proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

How are proxies solicited?

The solicitation of proxies is made by our Board and will be conducted primarily by mail. We also request brokerage firms, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such persons for the cost of forwarding the material. We have engaged Innisfree M&A Incorporated to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay Innisfree M&A Incorporated a fee of $17,500, plus reimbursement of out-of-pocket expenses for this service. Proxies may also be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We bear the cost of preparing all proxy materials and proxy solicitation.

Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 10, 2018, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 27, 2018. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy of the proxy materials, including a proxy card, as well as how shareholders may request to receive proxy materials in printed form by mail, or electronically by email, on a going forward basis.

How can I electronically access the proxy materials?

You can access the proxy materials online at www.envisionreports.com/CNDT or https://investor.conduent.com. Shareholders may receive Proxy Statements, Annual Reports and other shareholder materials via electronic delivery. Registered shareholders can sign up for electronic delivery at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://enroll.icsdelivery.com/cndt or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide the Company cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2019 Annual Meeting?

We expect to hold our 2019 Annual Meeting of Shareholders during the second half of May 2019 and to file and mail our Proxy Statement for that meeting during the first half of April 2019. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 2019 Annual Meeting of Shareholders, the proposal must be received by us no later than December 11, 2018.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 2019 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide the Company advance notice of such nominee or business which must be received by the Company no earlier than November 11, 2018 and no later than December 11, 2018. Any such notice must comply with requirements set forth in our by-laws. Nominations for director must be accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected. Proposals and other items of business should be directed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

How can I contact the Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact the non-management members of the Board by contacting the Chairman of the Corporate Governance Committee using the “Contact the Board” link posted on our Company’s website at www.conduent.com/corporate-governance.

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What if multiple shareholders have the same address?

To reduce the expenses of delivering duplicate proxy materials, we deliver a single Notice, or for shareholders who receive paper copies of our proxy materials, a single Proxy Statement and Annual Report to multiple shareholders who reside in the same household unless we have received instructions otherwise. If (i) you and another shareholder residing in the same household each receive a Notice or, as applicable, a set of printed proxy materials, and as a household wish to receive only one Notice or one set of printed proxy materials or (ii) you share a household with another shareholder and received a single Notice or, as applicable, set of printed proxy materials and would like to receive separate copies of the Notice or proxy materials, you may request a change in delivery preferences. For registered shareholders, you may contact our transfer agent at 866-574-5496 or write them at Computershare, P.O. Box 505000, Louisville, KY 40233. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name or call 800-542-1061.

How may I get additional copies of the Annual Report and Proxy Statement?

Additional paper copies of these documents are available upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The Annual Report and Proxy Statement are also available on the Company’s website at https://investor.conduent.com or www.envisionreports.com/CNDT. The Notice also provides you with instructions on how to request paper copies of the proxy materials. There is no charge to receive the materials by mail. You may request paper copies of the materials until one year after the date of the Annual Meeting.

Is there a list of shareholders entitled to vote at the Annual Meeting?

A list of registered shareholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting at our offices located at Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been elected and qualified. Based on the director nomination process described below, the nine persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director. All of our incumbent director nominees have demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value the significant experience of each of our nominees on other public company boards of directors and board committees.

All nominees, other than Nicholas Graziano, are currently directors of the Company and were elected by our shareholders at the 2017 annual meeting of shareholders. Our current director, Vincent Intrieri, will not stand for reelection at the 2018 Annual Meeting.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company (“Xerox”), with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”) pursuant to which, among other things, Michael Nevin and Courtney Mather were appointed to the Board at the effective time of our separation from Xerox (“Icahn Agreement”). The Icahn Group has identified Nicholas Graziano as a director nominee for election at the Company’s 2018 Annual Meeting. Additionally, the Company is a third party beneficiary to a letter agreement, dated as of June 27, 2016, entered into by Xerox with the Icahn Group pursuant to which, among other things, the Icahn Group is required to vote in favor of the directors nominated by the Board at the Company’s 2018 Annual Meeting.

The Board has determined that each of the nominees (other than Ashok Vemuri, Chief Executive Officer of the Company) is independent under NYSE Corporate Governance Rules and the Company’s more stringent independence standards. Although not anticipated, if for any reason, a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

Biographies

The table below summarizes key qualifications, skills and attributes that each of our director nominees possesses which were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director nominee does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail.

Skills and Qualifications of our Board of Director Nominees

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In addition to the qualifications and skills referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company.

For purposes of the below biographies, Conduent securities owned means the Company’s Common Stock, including Deferred Stock Units (“DSUs”) issued under the Conduent Incorporated Equity Compensation Plan for Non-Employee Directors, as amended (the “Director Equity Plan”). For Mr. Vemuri, Rights refers to his outstanding restricted shares and performance shares at target. None of the independent director nominees owns any other Company securities.

Unless otherwise noted, all Conduent securities owned are beneficially owned by the nominee. Beneficial ownership means he or she has or shares voting power and/or investment power with respect to the securities, even though another name (that of a broker, for example) may appear in the Company’s records. All ownership figures are as of February 28, 2018.

		Ashok Vemuri Age: 49        Director since: 2017 Conduent securities owned: 239,161 Common Stock; Rights: 848,351 Common Stock Occupation: Chief Executive Officer, Conduent Incorporated Other Directorships: Infosys (2011-2013); IGATE (2013-2015)

Other Background: Mr. Vemuri has served as our Chief Executive Officer since January 2017. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation since July 2016. Mr. Vemuri previously was President, Chief Executive Officer and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of global technology and outsourcing company Capgemini, from 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and IT services company, in a variety of leadership and business development roles, including Member of the Executive Council, Head of Americas, Global Head of Financial Services from 2003 to 2012 and Global Head of Manufacturing and Engineering Services from 2012 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America.

Mr. Vemuri brings to the Board unique operational, financial and client experience and a proven track record of leading growth and corporate transformations through his leadership positions with IGATE and Infosys.

		Paul S. Galant Age: 50        Director since: 2017 Conduent securities owned: 20,984 DSUs Occupation: Chief Executive Officer, VeriFone Systems Inc. Other Directorships: VeriFone Systems Inc. (since October 2013); Vivint Inc. (since October 2015)

Other Background: Mr. Galant has served as the Chief Executive Officer of VeriFone since October 2013. From 2010 until joining VeriFone, Mr. Galant served as CEO of the Citi Enterprise Payments business which serves institutional clients and leverages the bank’s industry-leading wholesale and retail payment capabilities across regions and organizations globally. In this role, he oversaw the design, marketing, and implementation of global business-to-consumer and consumer-to-business digital payments solutions for the world’s largest corporations, financial institutions and governments. Prior to this, from 2009, Mr. Galant also served as the CEO of Citi Cards, leading Citi’s North American and International Credit Cards business through a time of dramatic change in the industry; and prior to that, from 2007, as CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group. Mr. Galant is also an Executive Member on the NY Weill Cornell Medical Center Council.

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Mr. Galant brings extensive global business experience, strong management skills and broad knowledge of complex financial and operational issues from his time as CEO of VeriFone Systems, as well as various CEO and leadership roles at Citigroup, Donaldson, Lufkin & Jenrette, Smith Barney and Credit Suisse First Boston. He also brings broad financial industry experience from his time as chairman of the NY Federal Reserve Payments Risk Committee and Chairman of The Clearing House Secure Digital Payments LLC.

Other Background: Mr. Graziano has served as Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since February 2018, and was previously the Founding Partner and Chief Investment Officer of the hedge fund Venetus Partners LP, where he was responsible for portfolio and risk management, along with day-to-day firm management, from June 2015 to August 2017. Prior to founding Venetus, Mr. Graziano was a Partner and Senior Managing Director at the hedge fund Corvex Management LP from December 2010 to March 2015. At Corvex, Mr. Graziano played a key role in investment management and analysis, hiring and training of analysts and risk management. Prior to Corvex, Mr. Graziano was a Portfolio Manager at the hedge fund Omega Advisors, Inc., where he managed a proprietary equity portfolio and made investment recommendations, from September 2009 until December 2010. Before Omega, Mr. Graziano served as a Managing Director and Head of Special Situations Equity at the hedge fund Sandell Asset Management, where he helped build and lead the special situations team responsible for managing a portfolio of concentrated equity and activist investments, from July 2006 to July 2009.

Mr. Graziano is a director nominee selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board financial expertise and extensive experience offering strategic advice and guidance to companies from his management experience and his service as a director on various company boards.

		Joie Gregor Age: 68        Director since: 2017 Conduent securities owned: 20,984 DSUs Occupation: Former Managing Director for Leadership Development, Warburg Pincus LLC Other Directorships: ConAgra Brands, Inc. (since February 2009)

Other Background: Ms. Gregor served as the first Managing Director for Leadership Development at Warburg Pincus LLC beginning in 2014 until her retirement in 2016. In this role, she provided organizational guidance and strategic direction across all firm investing areas and assisted with both pre- and post-investment opportunities, focusing on strategy, organizational structure, operating initiatives, and talent identification and development. She also worked within the firm on professional development and effective organizational alignment.

Previously, Ms. Gregor served as the Assistant to the President of the United States for Presidential Personnel, a role she assumed in October 2007. Before joining the President’s senior staff, Ms. Gregor served as Vice Chairman of the executive search firm Heidrick & Struggles, Inc. beginning in 2002. After joining as a Partner in 1993, she served in a number of senior leadership roles, including President, North America, the firm’s largest business unit. She also served as Managing Partner of the New York office, and as a member of the firm’s Management Committee. Prior to her work in executive search, Ms. Gregor was with the IBM Corporation, where she held a variety of leadership positions of increasing responsibility over a 13-year period.

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Ms. Gregor brings the Board significant experience in human capital development, market development, finance and planning, product strategy, sales and service, and global account management from roles at Warburg Pincus, Heidrick & Struggles, IBM and other advisory positions for major organizations. She also delivers experience from working closely with major public company boards to implement best practices in corporate governance, director selection and succession planning.

		Courtney Mather Age: 41        Director since: 2017 Conduent securities owned: 23,362 DSUs Occupation: Portfolio Manager, Icahn Capital LP Other Directorships: Newell Brands Inc. (since March 2018); Herc Holdings Inc. (since June 2016); Trump Entertainment Resorts, Inc. (since 2016); Freeport-McMoRan Inc. (since 2015); Ferrous Resources Limited (since 2015); Federal-Mogul Holdings Corporation (2015-2017); Viskase Companies Inc. (2015-2016); American Railcar Industries, Inc. (2014-2016); CVR Refining, LP (2014-2016); CVR Energy, Inc. (2014-2016). Trump Entertainment Resorts, Ferrous Resources Limited, Federal-Mogul, American Railcar Industries, CVR Refining, CVR Energy and Viskase are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has a non-controlling interest in each of Newell Brands Inc., Herc Holdings and Freeport-McMoRan through the ownership of securities.

Other Background: Mr. Mather has served as Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since December 2016, and was previously Managing Director from 2014 to 2016. Prior to joining Icahn Capital, Mr. Mather was at Goldman Sachs & Co from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather holds the Chartered Alternative Investment Analyst (CAIC) and Chartered Financial Analyst (CFA) professional designations.

Mr. Mather is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board significant experience in finance and experience providing strategic advice and guidance to companies through his service as a director on various public company boards.

		Michael Nevin Age: 34        Director since: 2017 Conduent securities owned: 20,984 DSUs Occupation: Financial Analyst, Icahn Enterprises L.P. Other Directorships: American Railcar Industries, Inc. (since 2017); Ferrous Resources Limited (since 2016); Viskase Companies Inc. (since 2017); Federal-Mogul Holdings Corporation (2016-2017). American Railcar, Federal-Mogul and Viskase are each indirectly controlled by Carl C. Icahn.

Other Background: Mr. Nevin has served as a Financial Analyst at Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion, since July 2015. Prior to that time, Mr. Nevin was employed by Jefferies LLC as a Research Analyst from 2014 to 2015 covering the Utilities sector. Mr. Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2015.

Mr. Nevin is a director selected by the Icahn Group pursuant to the Icahn Agreement. Mr. Nevin brings to the Board financial expertise.

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		Michael A. Nutter Age: 60        Director since: 2017 Conduent securities owned: 20,984 DSUs Occupation: Former Mayor, Philadelphia, Pennsylvania Other Directorships: None

Other Background: Mr. Nutter was elected Mayor of Philadelphia, Pennsylvania in 2007, serving from 2008 until the conclusion of his second term in 2016. During his tenure as Mayor of Philadelphia, Mr. Nutter served as President of the United States Conference of Mayors from 2012 until 2013. Since the conclusion of his second mayoral term, he has served as a member of the Homeland Security Advisory Council, as chairman of the Airbnb Mayor’s Advisory Council, as the inaugural David N. Dinkins Professor of Professional Practice in Urban and Public Policy at Columbia University and in various other advisory, academic and media commentary positions consistent with his longstanding commitment to public policy, government and civic life. Prior to entering politics, Mr. Nutter held various roles of increasing responsibility for the financial services firm Pryor, Counts & Co.

Mr. Nutter brings to the Board nearly 25 years of financial stewardship and leadership experience as an elected official and public manager.

		William G. Parrett Age: 72        Director since: 2017 Conduent securities owned: 23,362 DSUs Occupation: Chairman of the Board, Conduent Incorporated; Retired Chief Executive Officer, Deloitte Touche Tohmatsu Other Directorships: Blackstone Group LP (since 2007); Eastman Kodak Company (since 2007); UBS AG (2008 to May 2018); Thermo Fisher Scientific Inc. (2008 to May 2018); IGATE Corporation (2013-2015); United States Council for International Business (2005-2010); International Chamber of Commerce (2006-2008)

Other Background: Mr. Parrett served as the Chief Executive Officer of Deloitte Touche Tohmatsu. He joined Deloitte in 1967 and served in a series of roles of increasing responsibility, including Managing Partner of Deloitte & Touche USA LLP. Mr. Parrett is a member of the Board of Directors of Thermo Fisher Scientific Inc., where he chairs the audit committee and is a member of the compensation committee, and Eastman Kodak Company, where he chairs the audit committee. Mr. Parrett is also a member of the Board of Directors of UBS AG, where he chairs the audit committee and is a member of the corporate culture and responsibility and compensation committees, and Chairman of the Board of Directors of UBS Americas Holding LLC. In addition, Mr. Parrett is Chairman of the Board of Conduent Incorporated and serves on the governance and finance committees. Mr. Parrett is a member of the Board of Trustees of Carnegie Hall, a Senior Trustee of the United States Council for International Business and a past Chairman of the Board of Trustees of United Way Worldwide. Mr. Parrett is a Certified Public Accountant with an active license.

Mr. Parrett brings to the Board extensive global business experience, strong management skills and extensive knowledge of complex financial and operational issues, demonstrated by his experience as Chief Executive Officer of Deloitte Touche Tohmatsu. He also brings to the Board public company governance experience through his membership on boards of other public companies.

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		Virginia M. Wilson Age: 63        Director since: 2017 Conduent securities owned: 20,984 DSUs Occupation: Senior Executive Vice President and Chief Financial Officer, Teachers Insurance and Annuity Association (TIAA) Other Directorships: None

Other Background: Ms. Wilson has been the Senior Executive Vice President and Chief Financial Officer of Teachers Insurance and Annuity Association (TIAA), a financial services organization that is a leading retirement provider for people who work in the academic, research, medical and cultural field, since 2010. Prior to joining TIAA, she was Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, the holding company for Wyndham Hotels & Resorts, RCI and other hospitality brands, from 2006 to 2009. She has also served as a financial officer at Cendant, MetLife and Transamerica Life Insurance, and was an audit partner at Deloitte earlier in her career.

Ms. Wilson brings to the Board extensive financial experience, demonstrated by her role in overseeing financial management and planning, actuarial, tax, accounting, corporate services, sourcing and financial reporting functions for TIAA.

The Board recommends a vote

FOR

the election of the nine (9) Directors nominated by the Board

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CORPORATE GOVERNANCE

The Company is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct, as well as our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website at www.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable SEC and NYSE rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance, Corporate Governance Guidelines and committee charters.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management, shareholders and others (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to senior Company management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences and perspectives to the Board. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee may do so by submitting a written recommendation to the Secretary of the Company at Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. All submissions are reviewed by the Corporate Governance Committee. Recommendations received no earlier than November 11, 2018 and no later than December 11, 2018 will be considered for nomination at the 2019 Annual Meeting of Shareholders.

Board Leadership Structure

We believe that the most effective board structure is one that emphasizes Board independence and ensures that the Board’s deliberations are not dominated by management while also ensuring that the Board and senior management act with a common purpose and in the best interest of the Company. We believe this balance is achieved through the appointment of an independent Chairman of the Board. Accordingly, William G. Parrett serves as Chairman of the Board. Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors. Our Board is 89 percent comprised of directors who qualify

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as independent directors and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of policy at the Board level. You can find more information on board leadership structure in the Corporate Governance Guidelines posted on the Company’s website at www.conduent.com/corporate-governance.

Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (“ERM”) program. The Board oversees our ERM program primarily through the Audit Committee of the Board, which previews the ERM assessment and process for subsequent review by the Board. Our ERM program is designed to strengthen our risk-management capability by developing and implementing a governance structure, policy and standards necessary to identify, assess, monitor, and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The Company’s General Counsel is responsible for the Company’s ERM function through an ERM director who chairs an Enterprise Risk Management Committee (“ERMC”) that is comprised of the Chief Financial Officer, General Counsel, Chief People Officer, Chief Information Officer, Chief Accounting Officer, Chief Compliance Officer, Chief Ethics Officer, Chief Privacy Officer, Sector Presidents and Corporate Auditor. The ERMC inspects risk mitigation plans and progress, identifies and addresses emerging risks, and shares mitigation best practices across the Company. Additionally, to ensure that ERM is integrated with our business management, the Company’s Management Committee monitors risk exposure and the effectiveness of how we manage these risks.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

Our Board has determined that all of the nominees for election as directors are independent under the NYSE Corporate Governance Rules and our Corporate Governance Guidelines, with the exception of Ashok Vemuri, our Chief Executive Officer.

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point of view of both the director and the persons or organizations with which the director has relationships. See “Certain Relationships and Related Person Transactions”.

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As a result of the aforementioned review, 89% of our nominees for election as directors are deemed to be independent.

Certain Relationships and Related Person Transactions

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. The policy provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of Regulation S-K) has or will have a direct or indirect material interest, and which exceeds $120,000 in the aggregate, is subject to review (each such transaction, a “Related Person Transaction”). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company.

No member of the Corporate Governance Committee may participate in the review, approval or ratification of a transaction with respect to which he or she is a “related person.”

Icahn Agreements

See above under “Proposal 1 – Election of Directors” for information regarding our interest in agreements between Xerox and the Icahn Group.

Certain Employment Arrangements

We actively recruit qualified candidates for our employment needs. Relatives of our executive officers and other employees are eligible for hire. In 2017, we did not have any employees who were employed by the Company or one of its subsidiaries who received more than $120,000 in annual compensation (salary, incentive cash awards, equity awards and commissions) and are immediate family members of our current executive officers or directors.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Finance. Set forth below is a list of the committees of our Board, a summary of the responsibilities of each committee, the number of committee meetings held during 2017 for each committee and a list of the members of each committee.

Audit Committee (12 meetings)

A copy of the charter of the Audit Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Audit Committee include:

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The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included in this Proxy Statement beginning on page 54.

Members: Joie A. Gregor; Michael Nevin; and Virginia M. Wilson

Chair: Ms. Wilson

The Board has determined that (1) all of the members of the Audit Committee are independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and NYSE Corporate Governance Rules and are financially literate and (2) Ms. Wilson and Mr. Nevin are “audit committee financial experts,” as defined in the applicable SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (10 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Compensation Committee include:

The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (“CD&A”) with management, and has recommended to the Board that the CD&A be included in this Proxy Statement (beginning on page 21) and incorporated by reference in the Company’s 2017 Annual Report on Form 10-K. The CD&A discusses the material aspects of the Company’s compensation objectives, policies and practices. The Compensation Committee’s report appears on page 37 of this Proxy Statement.

The Compensation Committee has not delegated its authority with respect to executive compensation decisions. The Compensation Committee has, however, delegated authority under the Company’s equity plan to the CEO to grant equity awards to employees who are not executive officers. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief People Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the Executive Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

The Compensation Committee has retained Frederic W. Cook & Co. (“F.W. Cook”), as an independent consultant to the Compensation Committee. F.W. Cook provides no services to management and provides an

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annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2017, the Compensation Committee determined that F.W. Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed on page 25 of this Proxy Statement.

Members: Paul Galant; Joie A. Gregor; and Courtney Mather

Chair: Ms. Gregor

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and NYSE Corporate Governance Rules. In addition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (“Exchange Act”), and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code, as in effect for tax years prior to December 31, 2017.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (6 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Corporate Governance Committee include:

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Vincent J. Intrieri*; Michael A. Nutter; and William G. Parrett

Chair: Mr. Nutter

The Board has determined that all of the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE Corporate Governance Rules.

Finance Committee (6 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Finance Committee include:

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Members: Vincent J. Intrieri*; Michael A. Nutter; William G. Parrett; and Virginia M. Wilson

Chair: Mr. Intrieri*

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE Corporate Governance Rules.

Board and Committee Meetings; Annual Meeting Attendance

Board and Committee Meeting Attendance: 8 meetings of the Board of Directors were held in 2017. The number of meetings held by each of our Board committees is noted above under “Committee Functions, Membership and Meetings.” All incumbent directors attended at least 95% of the total number of meetings of the Board and Board committees on which they served.

Annual Meeting Attendance Policy: The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All nominees who served as directors last year attended the 2017 Annual Meeting of Shareholders, except one. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

Summary of Annual Director Compensation

Our Board previously adopted a compensation program for our non-employee directors effective January 1, 2017. The following table shows the compensation paid by Conduent for the fiscal year ended December 31, 2017 to its non-employee directors. Ashok Vemuri, Chief Executive Officer, is not included in this table because he is an employee of the Company and receives no additional compensation for his service as a director. The compensation received by Mr. Vemuri as an employee is shown in the 2017 Summary Compensation Table.

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The total number of all DSUs held by each director as of December 31, 2017 is as follows: Mr. Galant, 9,687; Ms. Gregor, 9,687; Mr. Intrieri, 9,687; Mr. Mather, 9,687; Mr. Nevin, 9,687; Mr. Nutter, 9,687; Mr. Parrett, 9,687; and Ms. Wilson, 9,687.

Cash Compensation

Under the 2017 program, non-employee directors received $80,000 per year as an annual cash retainer for their service on the Board. In addition, non-employee directors received additional retainers for the following roles:

All directors are also reimbursed for reasonable expenses incurred in connection with service on the Board or any of its Committees.

Equity Compensation

Under the program, each non-employee director is automatically eligible for annual equity award grants in the form of DSUs under the Director Equity Plan. DSUs are a bookkeeping entry that represents the right to receive one share of our Common Stock at a future date. DSUs are vested on the date of grant and include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of our Common Stock would be entitled to receive in dividends. For 2017, our non-employee directors received a grant of DSUs with a grant date fair value of $145,000.

Changes to Director Compensation Program for 2018

On December 8, 2017, our Board adopted changes to the compensation program for our non-employee directors effective January 1, 2018. The program was modified as follows:

Director Stock Ownership Guidelines

In 2017, our Board established stock ownership guidelines that require directors to own Common Stock in a minimum amount equal to 6 times the annual cash retainer ($80,000 x 6 = $480,000) within 3 years of adoption of the guidelines (or within 3 years of appointment to the Board for directors elected after 2017). Directors are required to hold all net after-tax shares of Common Stock granted to the director until compliance with the guidelines are met.

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SECURITIES OWNERSHIP

Ownership of Company Securities (1)

We are not aware of any person who, or group which, owns beneficially more than 5% of any class of the Company’s equity securities as of December 31, 2017, except as set forth below.

Represents shares of Common Stock held by the following group of entities associated with Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”)(collectively, the “Reporting Persons”). The principal business address of (i) each of High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

High River has sole voting power and sole dispositive power with regard to 3,961,200 shares of Common Stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Common Stock. Icahn Master has sole voting power and sole dispositive power with regard to 6,563,018 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Common Stock. Icahn Partners has sole voting power and

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sole dispositive power with regard to 9,281,782 shares of Common Stock. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Common Stock.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares of Common Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of Common Stock which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock for all other purposes.

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the current executive officers named in the Summary Compensation Table and all directors and current executive officers as a group, as of February 28, 2018, were as follows. These individuals have sole voting and dispositive power with respect to the reported shares.

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Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owned less than 1% of the aggregate number of shares of Common Stock outstanding as of February 28, 2018. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned: The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers in accordance with SEC rules and includes shares held indirectly, such as shares held in a grantor retained annuity trust or by family members.

Shares of Common Stock which executive officers, directors and nominees have a right, within 60 days of February 28, 2018, to acquire upon the exercise of options or rights or upon vesting of performance shares, DSUs or restricted stock units are also required to be included for purposes of determining beneficial ownership. None of our executive officers, directors or nominees hold any Company securities which are exercisable or scheduled to vest within 60 days of February 28, 2018 with the exception of DSUs.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act (“Section 16”) requires the Company’s directors, executive officers and persons who own more than ten percent of the Common Stock of the Company, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Based solely on review of these reports, or written representations from these persons that no other reports were required to be filed with the SEC, the Company believes that all reports for the Company’s directors and executive officers that were required to be filed under Section 16 during the fiscal year ended December 31, 2017 were timely filed.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

2017 Business Highlights

2017 Financial Achievements

2017 Operational Achievements

Summary of 2017 Actions

Linking Pay with Performance

2017 marked our first year of operations as Conduent. As a new Company, the Compensation Committee made several decisions regarding the compensation of named executive officers in 2017.

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Compensation Philosophy

Our Executive Compensation Programs are designed to attract, motivate, reward and retain the world class talent necessary to drive our business strategy, creating shareholder value. Our programs are designed to follow these principles:

Checklist of Compensation Practices

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2017 Total Direct Compensation Targets for Named Executive Officers

The Compensation Committee approved the annual target compensation levels for all Executive Officers, focusing on the key elements of compensation—annual base salary, annual performance bonus and long-term equity incentives. To re-inforce the Company’s pay for performance philosophy, 53% of targeted total direct compensation for our Chief Executive Officer and on average, 46% for our other named executive officers is performance-based.

This table does not reflect the Strategic Initiative Grants described below that were awarded to each of the named executive officers. Additional information can be found under “Strategic Initiative Grants” on page 31.

The charts below reflect the 2017 pay mix for our named executive officers and the portion of their targeted total direct compensation that is variable pay. Basing this compensation upon financial results and share price directly aligns our executives with shareholder value creation.

CEO - Pay Mix		All Other Named Executive Officers – Pay Mix

Performance-based Incentives

Short-Term Incentives

All of our named executive officers participated in the Annual Performance Incentive Program (“APIP”) which focused on the business priorities for 2017. The 2017 performance measures and weightings for APIP were: Adjusted EBITDA (60%), Revenue Growth (at constant currency) (30%) and Revenue Productivity (per employee) (10%). Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and amortization adjusted for Restructuring and related costs, Separation costs, Other (income) expenses, net, the NY Medicaid Management Information System (NY MMIS), Health Enterprise charge (HE charge) and (Gain) loss on sale of asset and business. Revenue Growth is measured at constant currency and excludes the impact of changes in the translation of foreign currencies into U.S. Dollars. Revenue Productivity measures how efficiently the Company utilized its employees, supported by the cost reduction initiatives and the move towards automation. Results for the measure were evaluated based on the revenue from all business units, divided by total headcount (excluding corporate and contingent workers), and averaged each quarter.

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Additional information regarding short-term incentives can be found under “2017 Compensation for the Named Executive Officers—Short-Term Incentives.”

Long-Term Incentives

In early 2017, the Compensation Committee reviewed peer group data and approved an Executive Long-Term Incentive Program (“ELTIP”) that aligned with the interests of shareholders and the Company. The 2017 ELTIP includes a mix of 50% performance based awards (performance shares) and 50% time based awards (restricted shares). This approach balances the need to motivate and drive future behavior while being retentive and fostering stock ownership. Performance shares are measured over three years. Performance for each year is measured against pre-established annual goals and the subsequent payout is averaged over the three year performance period (2017 through 2019). Vesting occurs at the end of the three-year performance period. Restricted shares are subject to three-year ratable vesting (one-third on 12/31/17, 12/31/18 and 12/31/19 respectively).

The Compensation Committee approved ELTIP awards with a grant date of April 1, 2017. Officers participated at their individual ELTIP target level. The 2017 performance measures and weightings are as follows: Adjusted Profit Before Tax (PBT) (50%) and Free Cash Flow (50%). Adjusted Profit Before Tax is defined as income or loss before Income Taxes as reported on the Consolidated statement of Income (Loss), less amortization of intangible assets; restructuring and related costs; Separation costs; other expenses net, including losses (gains) on sales of businesses and assets, currency (gains) losses, net, litigation matters and all other expenses, net. Free Cash Flow is defined as cash flow from operating activities as reported on the Consolidated statement of cash flows, less cost of additions to land, buildings and equipment and cost of additions to internal use software plus proceeds from sales of land, building and equipment. Additional information regarding long-term incentives can be found under “2017 Compensation for the Named Executive Officers—Long-Term Incentives.”

Strategic Initiative Grants

In 2017, in light of the significant challenges facing Conduent following its separation from Xerox Corporation (“Separation”), the Compensation Committee approved a special stock award (“Strategic Initiative Grant” or “SIG”) for each of the named executive officers. The key program objectives are to strengthen the alignment of management with shareholders, accelerate the growth of stock ownership levels among the new executive officer team, motivate and promote the successful and expedited business turn around, facilitate cultural change and talent upgrade and retain key executives. The SIG was granted in 50% performance based awards (performance shares) and 50% time based awards (restricted shares). As noted above under “Long-Term Incentives”, this approach balances the need to motivate and drive future behavior while being retentive and fostering stock ownership. The performance shares include two cost transformation and two client outcome metrics, all equally weighted. These measures are: Cost Transformation – Information Technology (25%), Cost Transformation – Real Estate, General & Administrative (25%), Service Line Penetration (25%), and New Business Signing growth (25%). Many of the terms and conditions of the SIG are the same as our ELTIP. For additional information regarding these awards, see the “Long-Term Incentives - Strategic Initiative Grants” section of the CD&A.

PROCESS FOR DETERMINING COMPENSATION

Role of the Compensation Committee

The Compensation Committee administers the executive compensation program for our named executive officers on behalf of our Board of Directors and shareholders. The members of the Compensation Committee are Paul Galant, Joie A. Gregor and Courtney Mather. All members of the Compensation Committee are independent directors in accordance with applicable NYSE standards, including heightened independence requirements for Compensation Committee members. The biographies of the Compensation Committee members appear beginning on page 7 of this Proxy Statement.

The Compensation Committee has the authority to retain, and did retain for 2017, an independent advisor for the purpose of reviewing and providing guidance related to executive compensation programs. The Compensation Committee’s responsibilities are discussed beginning on page 15 of this Proxy Statement. A complete description of the Compensation Committee’s responsibilities and functions appears in its charter, which can be found on our website at www.conduent.com/corporate-governance.

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The Compensation Committee evaluates many factors when designing and establishing the executive compensation plans and targets. In determining the appropriate compensation levels, the Compensation Committee considers the scope and impact of the executive’s role within the organization, experience, sustained performance and future potential. The Committee also reviews the compensation levels of similarly positioned executives at peer companies, general industry compensation data, and internal pay considerations.

Role of the CEO

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting compensation of our named executive officers, the CEO participates in the process by:

After receiving input from the CEO, the Compensation Committee makes its own assessments and formulates compensation amounts for each of our named executive officers, ensuring that the total compensation for each is appropriate and competitive.

Role of the Independent Consultant

The Compensation Committee has retained the services of an independent compensation consulting firm, Frederic W. Cook & Co., Inc. (the “Consultant”), to assist with its responsibilities. The Consultant reports only to the Compensation Committee and has not performed any other work for Conduent since being retained as an independent consultant to the Compensation Committee, except in its capacity as an independent advisor to the Corporate Governance Committee on non-employee director compensation matters. As provided in its charter, the Compensation Committee has the authority to determine the scope of the Consultant’s services and may terminate the Consultant’s engagement at any time.

During 2017, the Consultant provided the following services:

Peer Group

In 2017, the Compensation Committee approved a peer group of companies with whom Conduent competes for business, investor capital and executive talent. The Committee determined that the identified peer group companies are reasonably similar to Conduent in terms of industry profile, size, and market capitalization.

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The 2017 peer group consisted of the following companies:

The peer group is reviewed annually and is used to benchmark compensation for our named executive officers as well as for general pay practices and trends.

Competitive Market Information

In 2017, the Compensation Committee received a report comparing the compensation of its named executive officers with the compensation of comparable peer group named executive officers based on the most recent proxy filings (primarily used for the CEO, CFO and General Counsel) as well as general industry survey data to recognize the limitations of proxy data (Willis Tower’s Watson CDB General Industry Executive Compensation survey). This comparison included compensation data for these elements of pay:

The competitive market data is prepared, analyzed and presented to the Compensation Committee by the Committee’s Consultant. The market pay range is viewed as a competitive reference point, but that data is not used to match a specific percentile of the market. Emphasis is placed on total target pay. In 2017, the Compensation Committee reviewed target total compensation (excluding the Strategic Initiative Grants) against the market data using the 50^th percentile as a reference point. The Compensation Committee exercises discretion in setting individual compensation levels to reflect an assessment of the executive’s impact and expected contributions to Conduent, as well as potential for advancement.

2017 COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS

2017 Total Target Compensation

Total target compensation includes base salary, target annual short-term cash incentive and target annual long-term equity incentive awards, which includes the April 1, 2017 ELTIP grants and excludes the special Strategic Initiative Grant. The majority of our named executive officer pay is provided under our variable incentive compensation programs. Variable pay increases with responsibility while long-term compensation represents the greatest component of pay. The 2017 total target compensation which includes annual base salary, target short-term incentive compensation as a percentage of base salary and target long-term incentive compensation can be found under the heading “Executive Summary—2017 Total Direct Compensation Targets for Named Executive Officers.” For further information regarding the process the Compensation Committee used to determine compensation for our named executive officers, please see “Process for Determining Compensation”.

More complete compensation information appears in the “Summary Compensation Table” on page 37.

Base Salary

Base salary is the fixed pay element of our compensation program that reflects the level and scope of responsibility within the Company. The Compensation Committee reviews each named executive officer’s base salary annually as well as in connection with a promotion or other change in responsibility. In connection with the promotion of Jeffrey Friedel to Chief People Officer, his base salary was increased from $285,000 to $425,000, effective February 1, 2017. The base salaries for our other named executive officers were unchanged from 2016.

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Short-Term Incentives

The Annual Performance Incentive Plan (“APIP”) provides for short-term incentive awards that reward performance against our annual operating plan, paid in the form of cash to our named executive officers and other eligible employees. Each year, the Compensation Committee determines the target short-term incentive award opportunity, scaled to the executive’s level of responsibility and stated as a percentage of base salary, and the maximum payout opportunity.

The following chart reflects Conduent’s process for setting short-term incentive awards. This process typically takes place in the first quarter of the year.

Short-Term Incentive Target Award Opportunity for the Individual Named Executive Officers

The annual short-term incentive target award opportunity for each of our named executive officers takes into account many factors, including scope of responsibility, past contributions, expected future contributions, internal pay equity and competitive executive compensation practices. If an executive’s responsibilities change after the terms of the award are approved, the Compensation Committee is permitted to adjust the short-term incentive target award opportunity at that time.

The 2017 APIP target award opportunity was approved by the Compensation Committee at 150% of base salary for Mr. Vemuri and 75% of base salary for the other named executive officers. Mr. Friedel’s APIP target opportunity was increased to 75% from 50%, effective February 1, 2017, to reflect his promotion to Chief People Officer.

Short-Term Incentive Performance Measures

Short-term incentive awards (APIP) for our named executive officers were intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. The Compensation Committee established maximum payout opportunities under the Short-Term Incentive Pool (“STI Pool”). Each named executive officer is covered under the STI Pool, assuming Conduent attains certain pre-established performance goals. In 2017, while the performance goal for the STI Pool was based on achievement of positive Adjusted EBITDA, with achievement of the performance threshold resulting in funding of the STI Pool at maximum, subject to the Compensation Committee’s negative discretion, the amount of each named executive officer’s actual bonus was determined based on the achievement of the applicable performance metrics, which may result in actual payouts less than the named executive officer’s allocation under the STI Pool. For this purpose, Adjusted EBITDA represents income (loss) before interest, income taxes, depreciation and

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amortization adjusted for Restructuring and related costs, Separation costs, Other (income) expenses, net, NY MMIS, Health Enterprise charge (HE charge) and (Gain) loss on sale of asset and business. After certifying that Conduent had achieved positive Adjusted EBITDA and that the STI Pool was fully funded, the Compensation Committee exercised its discretion and reduced the short-term incentive award amounts payable and approved the payouts as described on page 29.

Results of financial performance may be adjusted plus or minus 20% on a discretionary basis to recognize individual performance, but in no event would an APIP payout exceed the maximum payout target (200%). Payout for achieving threshold performance is 50%, payout for achieving target performance is 100% and payout for achieving maximum performance is 200%. Performance results and payouts are interpolated between these points. There is no required payout for business performance below threshold levels.

The measures, weightings, goals and target and maximum payout ranges set by the Compensation Committee for 2017 were as follows:

These goals were aligned with Conduent’s 2017 operating plan at the time they were established and designed to be challenging yet achievable.

Determining Short-Term Incentive Award Payouts

After the end of the fiscal year the CFO confirms the financial results and communicates the results to the Compensation Committee. Subject to the Compensation Committee’s review and approval, any extraordinary items or material unusual charges or gains are reviewed with the Compensation Committee for possible impact on APIP plan calculations.

Each performance measure is assessed and calculated independently. The weighted results of each measure are added together to determine overall performance results. Payouts are made proportionately for achievement at levels between the goals. Even if pre-established performance measures are achieved, the Compensation Committee retains discretion to determine a lesser short-term incentive than the calculated incentive payout, or no short-term incentive at all, as it deems appropriate. The Compensation Committee also retains its discretion to increase or decrease an APIP award (plus or minus 20% as described above) based on individual performance, provided that the named executive officer’s award may never exceed their maximum payout target.

2017 Performance for Short-Term Incentive Award Payouts

Performance results for 2017 against the APIP performance measures (in millions) were:

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Revenue Productivity (per employee): The Company did not achieve its targets on Revenue Productivity due to decisions impacting labor such as insourcing of IT roles, conversion of subcontractors, and shifting headcount to lower cost locations.

Following the CFO certification of performance results for 2017, the Compensation Committee reviewed the calculated payout on the APIP. The Committee supported management’s recommendation to apply negative discretion based on the mixed performance results, as well as the impact of adjustments on the calculated payout and approved an 80% payout factor. Mr. Peffer’s award was increased to 90%, reflecting his achievements in standing up Conduent as a new public company. Mr. Amoriell’s award was increased to 90% reflecting his strong performance leading the Public Sector business. Mr. Walsh’s award was increased to 96% reflecting his outstanding performance in the finance transformation, as well as the completion of five divestitures.

In view of 2017 results, the Compensation Committee and our CEO believe that the annual short-term incentive payments resulted in reasonable and appropriate performance-related incentive payments to our named executive officers. The annual incentives paid to our named executive officers in March 2018 for 2017 performance are shown in the “Summary Compensation Table.” Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards in 2017” table. Information regarding short-term incentive payouts under certain termination events and the amount of the estimated payouts and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

Long-Term Incentives

We provide long-term incentives to reward our named executive officers for sustained performance, as a retention incentive, and to align executive’s interests with shareholders to drive long-term value creation. Awards are intended to encourage a strong ownership stake in the Company to drive superior performance on long-term Company objectives. The Committee considers peer data, relative impact of the role to Conduent and each named executive officer’s performance when determining long-term incentive awards.

Executive Long-Term Incentive Program

Long-term incentive awards are made pursuant to the Conduent Incorporated Performance Incentive Plan. Performance shares are measured over a three-year performance period. Performance for each year is measured against pre-established annual goals and the subsequent payout is averaged over the three-year period. The entire award vests at the end of the three-year performance period, subject to Compensation Committee certification of performance results. Restricted shares are not tied to performance measures and vest ratably over a three-year period. Once vested, performance shares and restricted shares are paid out in the form of shares of Conduent Common Stock. Any dividends during the vesting period will be accrued and paid on vesting in an amount equal to the dividends the executive would have earned from owning the same amount of Conduent Common Stock throughout the vesting period.

Although equity awards generally are granted on a regular annual cycle, the Compensation Committee may grant off-cycle equity awards for special purposes, such as new hire, promotion, retention, and recognition.

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Compensation Committee Actions Relating to ELTIP Awards

The following chart reflects Conduent’s process for setting long-term incentive awards. This process typically takes place in the first quarter of the year.

During the first fiscal quarter of 2017, the Compensation Committee approved ELTIP grants for our named executive officers, established performance goals and award values, a payout range of 50% to 200% of target, and an April 1, 2017 grant date. Mr. Vemuri’s 2017 ELTIP award was approved as part of his letter agreement as described under “Named Executive Officers with Unique Compensation Arrangements.” The 2017 ELTIP awards approved by the Compensation Committee for the other named executive officers are commensurate with their new roles leading Conduent as a standalone public company. Additional information regarding the 2017 ELTIP awards can be found in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in 2017” table.

The 2017 ELTIP award was granted in 50% performance shares and 50% restricted shares. The target number of performance shares and restricted shares granted to our named executive officers in April 2017 was determined by dividing the approved target award value by the closing price of Conduent Common Stock on the grant effective date.

For 2017 restricted shares, one-third vested on 12/31/17, one-third will vest on 12/31/18 and one-third will vest on 12/31/19. The performance period for the 2017 performance shares is 2017 through 2019. Performance for each year (2017, 2018 and 2019) is measured against pre-established annual goals and the subsequent payout is averaged over the three-year period. The entire award does not vest until the end of the three-year performance period on December 31, 2019 with payout in the first quarter of 2020, following Compensation Committee certification of the performance results.

The payout for achieving threshold performance is 50%, the payout for achieving target performance is 100%, and the payout for achieving maximum performance is 200%. Payouts are made proportionately for achievement at levels between these goals. There is no payout if performance falls below each of the threshold goals established by the Compensation Committee.

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The performance goals were aligned with Conduent’s 2017 three-year financial model at the time the goals were established. Target performance levels are challenging but achievable with a level of performance that is in line with the Board-approved operating plan, whereas maximum performance levels represent stretch goals which can only be achieved with exceptional performance.

The performance goals and results for the first year (2017) of the 2017-2019 ELTIP Plan (in millions) were:

Information regarding ELTIP payouts under certain termination events and the amount of the estimated payouts and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

Strategic Initiative Grants

In light of the challenges facing Conduent in organizing itself as an independent company and improving operational and financial performance and consistent with the actions of similar companies following a spin, the Compensation Committee elected to provide a special award program to the named executives to better align the economic interest of our officers with those of our shareholders. The key program objectives are to build team cohesion, motivate and promote the successful and expedited business turn around, facilitate cultural change, upgrade talent and foster retention.

The SIG award was granted in 50% performance based shares and 50% time based (restricted) shares. The performance shares fully vest over three-years and are subject to pre-established performance criteria, detailed below, that are critical to Conduent’s strategic plan to drive profitable growth and build a business for the long-term as communicated to our investors. Although the goals reflect three-year cumulative performance (2017 – 2019), there is an opportunity for up to 50% of the award to be earned and paid at the end of the second year (2018). While the performance targets reflect challenging three-year goals aligned with the Company’s multi-year transformation plan, the Compensation Committee believed it would benefit Conduent and shareholders to further incentivize management to expedite the achievement of these critical milestones. Performance against goals will be measured again at the end of 2019 and the payout earned will be reduced by any awards that vested at the end of 2018. Payout is subject to Compensation Committee certification of performance results. Restricted shares will vest ratably over a three-year period (one-third of the award vested on December 31, 2017, one-third will vest on December 31, 2018 and one-third on December 1, 2019). The Compensation Committee approved SIG awards for each of the named executive officers with a grant date of April 1, 2017 and target grant date award values as follows: Mr. Vemuri - $4,614,500; Mr. Webb-Walsh - $2,936,500; Mr. Peffer - $2,936,500; Mr. Amoriell - $2,936,500 and Mr. Friedel - $2,936,500.

The performance shares include two cost transformation and two client outcome metrics, all equally weighted. These measures are: Cost Transformation – Information Technology (25%), Cost Transformation – Real Estate, General & Administrative (25%), Service Line Penetration (25%), New Business Signings growth (25%). New Business Signings growth measures the Total Contract Value new business signings based on Compound Annual Growth Rate (CAGR) over the 2016 baseline. Service Line Penetration measures the ability to cross-sell additional service lines to the top commercial clients. Information Technology, Real Estate and General & Administrative represent substantial optimization and savings opportunities.

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The measures, weightings and threshold to maximum payout ranges set by the Compensation Committee for the SIG are as follows:

The terms and conditions of the SIG are the same as ELTIP noted above.

Additional information regarding the SIG awards can be found in the “Summary Compensation Table” and the “Grant of Plan-Based Awards in 2017” table.’’

SHAREHOLDER SAY ON PAY

Our executive compensation is subject to an advisory vote of shareholders at our Annual Meeting. The Compensation Committee considers the outcome of say on pay votes when making compensation decisions for our named executive officers. At the 2017 Annual Meeting of Shareholders, 98.8% of shares voted were in favor of our executive compensation. In addition, 94.0% of shares voted were in favor of holding an annual say on pay vote. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our shareholders and understanding their views. The executive management team of Conduent established and participated in various shareholder engagement activities in 2017. Conduent’s investor relations function proactively engages with our shareholders to provide updates on the performance of the Company and solicit feedback on various topics.

NAMED EXECUTIVE OFFICERS WITH UNIQUE COMPENSATION ARRANGEMENTS

Ashok Vemuri

In June 2016, Mr. Vemuri entered into a letter agreement which provided he would become CEO of Conduent following Separation. The terms of his new hire offer letter included a 2017 ELTIP award target value of $5,000,000.

In addition, if, prior to the first anniversary of Mr. Vemuri’s July 1, 2016 start date, he voluntarily terminated employment for “Good Reason” (as defined in the offer letter) or was terminated by Xerox or Conduent other than for “Cause” (as defined in his equity award agreement), then he would have been entitled to salary continuation paid over 12 months equal to his annual base salary. If Mr. Vemuri incurs such a termination after the first anniversary of his start date, he will be entitled to severance equal to six months’ salary or, if greater, the amount he is entitled to under the applicable Conduent severance policy at such time.

In connection with the offer letter, Mr. Vemuri agreed to be bound by non-competition and non-solicitation restrictive covenants during the period of his employment and for 12 months following termination of employment. All compensation under the offer letter is subject to Conduent’s standard clawback provisions (including detrimental activity). The offer letter also provided that Mr. Vemuri would be party to Xerox’s customary form of change in control severance agreement. On December 12, 2016, Mr. Vemuri’s change in control severance agreement was amended to increase the change in control trigger from 20% to 50% of the combined voting power of the Company’s then outstanding shares, to be consistent with the provisions of the change in control severance agreements of his Conduent senior leadership team. In August 2017, Conduent adopted the Conduent Incorporated Executive Change in Control Severance Plan (“CIC Plan”) effective October 1, 2017, as described in the Change-in-Control Benefits section below. The terms of Mr. Vemuri’s change in control severance agreement remained in effect until December 31, 2017, after which he was covered under the CIC Plan.

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Jeffrey Friedel

Mr. Friedel was initially hired in September 2016 as Chief of Staff for Mr. Vemuri. In order to replace certain equity and annual incentive compensation Mr. Friedel would have received from his prior employer, his new hire package included a cash sign-on award of $150,000 payable in two installments, the first payment of $75,000 after three months following his date of hire and the second installment of $75,000 after his one-year anniversary. The first payment was made in January 2017 and the second was made in October 2017. If Mr. Friedel voluntarily terminates or is terminated for cause by the Company within 12 months following receipt of these payments, he is required to pay back the entire amount upon separation.

SAVINGS PLANS

Conduent Savings Plan (401(k))

All of our named executive officers are eligible to participate in the Conduent Savings Plan in the same manner as all U.S. employees. After one year of service, participants are eligible for a 100% match on 3% of eligible pay saved, subject to IRS-qualified plan compensation limits and highly compensated threshold limits, and may not receive 401(k) benefits in excess of these limits. Mr. Vemuri, Mr. Webb-Walsh, Mr. Amoriell, Mr. Peffer and Mr. Friedel elected to save in the Conduent Savings Plan in 2017. All received a Company matching contribution except for Mr. Friedel who was not eligible to receive a Company matching contribution in 2017 since he had not completed one year of service.

Supplemental Savings Plan

In 2017, under the Supplemental Savings Plan, “highly compensated employees” (as defined under ERISA) including our named executive officers, were eligible to defer up to 85% of their base salary, bonus and commissions. Conduent may make discretionary employer contributions for plan participants, but no discretionary contributions were made. In 2017, Mr. Amoriell and Mr. Peffer elected to save in the Supplemental Savings Plan.

In September 2017, Conduent terminated the Supplemental Savings Plan. No additional elective deferrals were made after September.

PERQUISITES AND OTHER BENEFITS

General Benefits

We generally maintain medical and dental coverage, life insurance, accidental death insurance and disability benefits programs or plans for all of our employees, as well as customary vacation, leave of absence and other similar policies. Our named executive officers are eligible to participate in these programs and plans on the same basis as all other salaried employees, except as otherwise disclosed.

Perquisites

Following Separation, the Compensation Committee reviewed and approved limited perquisites to support the health, safety and productivity of our named executive officers. Conduent does not provide tax gross-ups in connection with perquisites (except in relation to relocation per the U.S. relocation policy).

In 2017, all named executive officers were eligible to receive Company-paid financial and tax planning assistance of up to $15,000 per year. Solid financial planning by experts reduces the amount of time and attention that named executive officers devote to their finances and maximizes the value of their compensation. To safeguard their health, all named executive officers were also eligible to receive an annual physical examination through our preferred provider or reimbursement of up to $5000 for the cost of a physical should the named executive officer chose to use their own physician. The total costs to Conduent for providing perquisites and personal benefits to the named executive officers during 2017 are shown in the “Summary Compensation Table.”

CHANGE-IN-CONTROL BENEFITS

The Compensation Committee approved the Executive Change in Control Severance Plan (“CIC Plan”), effective October 1, 2017. All named executive officers were covered under the CIC Plan as of January 1, 2018. The CIC Plan is intended to replace prior individual change in control agreements entered into with

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Xerox prior to January 1, 2017 (“Prior CIC Agreements”) with a consistent and standardized design. The CIC Plan provides certain enhanced benefits to key management employees who the Company determines are most likely to be impacted by a change in control (primarily the Company’s executive officers), so that they can continue to exercise their judgment and legal responsibilities without the potential for distraction and bias that can arise from concerns regarding their personal circumstances. Eligible employees are selected by the Compensation Committee to participate in the CIC Plan. The CIC Plan provides eligible employees with severance payments and benefits in the event that an eligible employee’s employment with the Company is terminated within 90 days prior to, or within 24-months for the CEO and 12-months for any other participant immediately following, a “change in control” of the Company either (a) by the employer company for any reason other than “cause”, “disability” or death or (b) by the eligible employee for “good reason”. The severance payments and benefits to be provided, subject to the employee’s execution of a release of claims, are as follows:

Conduent does not provide excise tax reimbursement on severance payments.

The CIC Plan had a three-month term in 2017 and will automatically renew for successive one-year periods beginning in 2018 unless the Company gives notice that it does not wish to extend the CIC Plan. In addition, the CIC Plan promises each participant payment of his or her legal fees in the event the participant brings suit in good faith to enforce his or her rights under the CIC Plan.

Additional information and the amount of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

EMPLOYMENT AND SEPARATION

Named executive officers serve at the will of the Board. This enables the Board to remove a named executive officer whenever it is in the best interests of Conduent, with full discretion of the Compensation Committee to decide on an appropriate severance package (except in the case of the CEO, for benefits that have vested or in the case of a change in control). When a named executive officer is removed from his or her position, the Compensation Committee exercises its business judgment in considering whether to approve a severance arrangement in light of all relevant circumstances, including how long the officer was with the Company, past accomplishments and the reasons for separation. If the Compensation Committee does not approve a special

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severance arrangement for a named executive officer whose position has been eliminated, that officer will be covered under the Company’s U.S. Executive Severance and Salary Continuance Policy, as applicable.

For separations due to the elimination of the executive’s position, the U.S. Executive Severance and Salary Continuance Policy entitles executives, including our named executive officers, to 26 weeks of base pay, paid out over the severance period, with continued full benefits (excluding disability and 401(k) contributions). This payment is contingent upon signing a release of claims against Conduent as may be required. As described in the section entitled “Named Executive Officers with Unique Compensation Arrangements,” Mr. Vemuri was eligible to receive enhanced severance under a special severance arrangement pursuant to his offer letter through the first anniversary of his July 2016 start date. For further information, see the “Potential Payments Upon Termination or Change in Control” table.

GOVERNANCE OF THE EXECUTIVE COMPENSATION PROGRAMS

Risk Assessment

The Compensation Committee believes that its programs encourage positive behavior while balancing risk and reward, consistent with the interests of its shareholders. Conduent management conducts risk assessments each year and presents the findings to the Compensation Committee. Based on the assessment of programs covering its employees and executives for 2017, the Compensation Committee determined that its compensation plans, programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on Conduent, based on the following factors:

Key Program Features:

Risk Mitigators:

Ownership Requirements

The Board approved a new stock ownership policy for our named executive officers, in order to ensure they build and maintain a meaningful level of stock ownership. The stock ownership guidelines are as follows:

The following types of awards will count toward the guidelines described above: Common Stock held outright and unvested Restricted Stock and Restricted Stock Units. The following types of unvested equity awards will not count toward the stock ownership guidelines: unexercised stock options, unearned performance awards and cash settled units. Once stock ownership levels are achieved, named executive officers are required to continue to hold that amount of stock as long as they remain with Conduent.

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Trading, Hedging and Pledging

Our named executive officers are prohibited from engaging in short-swing trading and trading in puts and calls with respect to our Common Stock. In addition, our named executive officers are prohibited from using any strategies or products to hedge against potential changes in the value of our Common Stock.

Under our insider trading policy, our named executive officers may purchase or sell Conduent securities only during “window” periods, which are generally 10 business day periods that begin on the second business day following the date of each quarterly earnings announcement. The only exception to this restriction is for our named executive officers who have entered into trading plans pursuant to SEC Rule 10b5-1.

As a result, our named executive officers are effectively precluded from pledging our Common Stock as collateral, including holding our Common Stock in a margin account, since their stock can only be sold during “window” periods and trading plans pursuant to SEC Rule 10b5-1, and therefore is not available to be sold at any time.

Compensation Recovery Policy (Clawbacks)

Under the Conduent Performance Incentive Plan, if the Compensation Committee deems a named executive officer to have engaged in activity that is detrimental to Conduent, it may cancel any awards granted to that individual. In addition, if such a determination is made before any change in control of Conduent, the Compensation Committee may rescind any payment or delivery of any equity and annual cash incentive award that occurred from six months before the detrimental activity. For this purpose, detrimental activity may include a violation of a non-compete agreement with Conduent, disclosing confidential information (except for reporting and other communications protected by “whistleblower” provisions of the Dodd- Frank Wall Street Reform and Consumer Protection Act), soliciting an employee to terminate employment with Conduent, or soliciting a customer to reduce its level of business with Conduent. If a payment or award is rescinded, the named executive officer will be expected to pay Conduent the amount of any gain realized or payment received in a manner the Compensation Committee or its delegate requires.

Conduent’s stock award agreements include a clawback provision that applies if an accounting restatement is required to correct any material non-compliance with financial reporting requirements. Under this provision, Conduent can recover, for the three prior years, any excess incentive-based compensation (the excess over what would have been paid under the accounting restatement) from executive officers or former executive officers.

In addition, the Compensation Committee implemented a compensation recovery policy that is applicable to our named executive officers. If an accounting restatement is required to correct any material non-compliance with financial reporting requirements under relevant securities laws, Conduent may recover any excess incentive-based compensation from executive officers or former executive officers (in excess of what would have been paid under the accounting restatement), including entitlement to shares of Common Stock, that was based on such erroneous data and paid during the three-year period preceding the date on which Conduent is required to prepare the accounting restatement. Conduent may implement any policy or take any action with respect to the recovery of excess incentive-based compensation, including entitlement to shares of Common Stock that Conduent determines to be necessary or advisable in order to comply with the requirements of the Dodd-Frank Act.

Compensation recovery arrangements may be included in letter agreements with executives, as disclosed for Mr. Vemuri in the “Named Executive Officers with Unique Compensation Arrangements” section of the CD&A.

CERTAIN TAX IMPLICATIONS OF EXECUTIVE COMPENSATION

With certain material exceptions, Section 162(m) of the Internal Revenue Code limits to $1 million per year the federal income tax deduction available to public corporations for compensation paid for any fiscal year to the corporation’s CEO and certain other named executive officers at year end (but not the CFO) included in the “Summary Compensation Table” in the corporation’s proxy statement.

Pursuant to Section 162(m), as in effect for 2017, compensation in excess of $1 million per year paid to Conduent’s CEO and three other highest paid executive officers (other than the CFO) was not deductible unless it qualified as “performance-based” compensation. In connection with granting incentive compensation to the named executive officers, the Compensation Committee has considered the implications under Section 162(m) while retaining flexibility to design programs that it believed were in the best interests of

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Conduent and its stockholders and consistent with the objectives of our executive compensation programs, including the flexibility to authorize payments that might not be deductible. The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, eliminated the exception for “performance-based” compensation with respect to 2018 and future years. As a result, Conduent expects that, except to the extent that compensation is eligible for limited transition relief applicable to binding contracts in effect on November 2, 2017 that are not modified in any material respect after that date, compensation over $1 million per year paid to any named executive officer (and any person who was a named executive for any year beginning with 2017) will be nondeductible under Section 162(m).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Conduent management. Based upon its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and be included in the Proxy Statement for the 2018 Annual Meeting of Shareholders.

Joie A. Gregor, Chair

Paul Galant

Courtney Mather

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below provides compensation information for our principal executive officer, our principal financial officer and the next three most highly compensated executive officers who served during the fiscal year ended December 31, 2017 (collectively referred to as named executive officers). The table includes the dollar value of base salary earned, bonus, stock awards, non-equity incentive plan compensation earned and all other compensation, whether paid or deferred. Unless otherwise stated, the compensation tables included in this section reflect amounts paid or payable or awards granted to our named executive officers by Conduent under Conduent’s compensation plans and programs during 2017.

For a summary of the Conduent Compensation Committee’s decisions on the compensation awarded to our named executive officers for 2017, please refer to the “Compensation Discussion and Analysis.”

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Compensation reported in this table is in U.S. dollars and rounded to the nearest dollar.

Three-year performance share awards under the 2017 ELTIP were granted on April 1, 2017 as follows: Mr. Vemuri - $2,499,985; Mr. Webb-Walsh - $487,493; Mr. Amoriell - $399,985; Mr. Peffer - $399,985; and Mr. Friedel - $249,988. The grant date fair value of these awards if paid at maximum performance is as follows: Mr. Vemuri - $4,999,970; Mr. Webb-Walsh - $974,985; Mr. Amoriell - $799,970; Mr. Peffer - $799,970; and Mr.Friedel - $499,977. Restricted share awards under the 2017 ELTIP were granted on April 1, 2017 as follows: Mr. Vemuri - $2,499,985; Mr. Webb-Walsh - $487,493; Mr. Amoriell - $399,985; Mr. Peffer - $399,985 and Mr. Friedel $249,988. Also included in this column is the grant date fair value of the SIG. The performance share awards under the SIG were granted on April 1, 2017 as follows: Mr. Vemuri - $2,307,250; Mr. Webb-Walsh - $1,468,250; Mr. Amoriell - $1,468,250; Mr. Peffer - $1,468,250; and Mr. Friedel - $1,468,250. The grant date fair value of these awards if paid at maximum performance is as follows: Mr. Vemuri - $4,614,500; Mr. Webb-Walsh - $2,936,500; Mr. Amoriell - $2,936,500; Mr. Peffer - $2,936,500; and Mr.Friedel - $2,936,500. Restricted share awards under the SIG were granted on April 1, 2017 as follows: Mr. Vemuri - $2,307,250; Mr. Webb-Walsh - $1,468,250; Mr. Amoriell - $1,468,250; Mr. Peffer - $1,468,250; and Mr. Friedel - $1,468,250. For more information about these awards, see the “Long-Term Incentives” section of the CD&A.

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For further information on the material features of the compensation disclosed in the Summary Compensation Table, see the sections entitled “2017 Compensation for the Named Executive Officers”, “Named Executive Officers with Unique Compensation Arrangements”, “Savings Plans” and “Perquisites and Other Benefits” in the CD&A.

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GRANTS OF PLAN-BASED AWARDS IN 2017

The following table provides additional detail for each of the named executive officers on potential amounts payable under APIP, ELTIP and SIG, as presented in the “Summary Compensation Table.” Threshold, target and maximum award opportunities are provided.