Conduent General Counsel Resigns Mid-Divestiture, Fifth C-Suite Exit in Nine Months
Management crisis
Company Background
Conduent is a Florham Park, N.J.-based business process services company serving commercial, government, and transportation clients, with a workforce of approximately 48,000 employees. The company posted a GAAP net loss of $170 million on revenue of $3,042 million for full-year 2025, continuing a multiyear trend of declining top-line results. First-quarter 2026 revenue came in at $723 million, down 3.7% year-over-year, with an additional GAAP net loss of $33 million.
The financial position remains under pressure. As of March 31, 2026, Conduent carried $698 million in long-term debt against a cash balance of $228 million and a market capitalization of approximately $234 million. The revolving credit facility, currently sized at $357 million, steps down to $187 million in October 2026, compressing available liquidity at a time when the company continues to generate negative free cash flow.
In January 2026, long-serving CEO Clifford Skelton stepped down and was replaced by Harsha Agadi, then the board's chairman, who has since been executing a portfolio restructuring program: selling non-core assets, cutting costs, and reorganizing the commercial leadership structure. Management has targeted more than $200 million in divestiture proceeds in 2026 and $100 million in cost efficiencies over the following 18 months, with a stated goal of positive free cash flow in 2027.
What Was Disclosed
Michael Krawitz, Executive Vice President, General Counsel and Corporate Secretary, notified Conduent on July 2, 2026 that he will resign effective July 31, 2026 to pursue other professional endeavors. No successor has been named. Krawitz will remain through his final day to assist with the transition, and the company states his resignation is not the result of any disagreement over financial reporting, operations, policies, or practices.
The departure arrives as Conduent is simultaneously managing two separate divestiture transactions. On May 21, 2026, the company agreed to sell its Public Transit business — comprising Transit Fare Management and Fleet Management Solutions — to Modaxo for $164 million, subject to customary conditions and regulatory approvals, with a targeted close before year-end. Six weeks later, on June 30, 2026, Conduent agreed to sell its Tolling business to Quarterhill Inc. for $70 million in cash plus a 7% equity interest in Quarterhill; Quarterhill will also assume most Tolling liabilities, including all surety bond obligations. That deal is similarly targeted to close before year-end. Krawitz notified the company of his departure two days after the Tolling agreement was announced.
Both transactions remain open and in process. Together they represent the legal close of two distinct regulatory and contractual processes — buyer negotiations, regulatory filings, representations and warranties, and employee transition agreements — with no permanent general counsel in place to oversee them.
Why It Matters
Krawitz is the fifth named C-suite or senior executive to leave Conduent since October 2025. Michael McDaniel, EVP of Commercial Solutions, was terminated without cause in October 2025. CEO Clifford Skelton stepped down in January 2026. Mark Prout, EVP and Chief Information and Technology Officer, was terminated in March 2026. Adam Appleby, EVP of Public Sector Solutions, resigned in May 2026. The sequence has stripped commercial leadership, technology leadership, operational leadership, and now legal leadership from a company whose entire market capitalization is roughly $234 million.
For a business executing two simultaneous asset sales, the absence of a permanent general counsel is a genuine operational gap. Divestitures require continuous legal oversight through close — regulatory filings, buyer conditions, indemnification negotiations, and post-closing obligations. Conduent has committed to keeping Krawitz through July 31, and the no-disagreement disclosure, if accurate, suggests the departure is personal rather than a sign of legal risk inside either transaction. That is a meaningful counterweight. Still, both deals are expected to close in the second half of 2026, meaning the legal work is far from finished.
The revolving credit facility stepdown in October 2026 — from $357 million to $187 million in available capacity — adds time pressure to the divestiture closings. The $234 million in combined proceeds from the two transactions, if received on schedule, would meaningfully improve the balance sheet. A delay in either closing, for any reason, would be felt directly in Conduent's liquidity position heading into year-end.