Inderpal Bhandari
AESAbout Inderpal S. Bhandari
Inderpal S. Bhandari (age 65) is an independent director at AES, serving since 2024. He is a former Global Chief Data Officer at IBM with over 25 years of leadership in data, AI, and cybersecurity; education includes BTECH (BITS Pilani), MS in Computer Engineering (UMass Amherst), and PhD in Computer Engineering (Carnegie Mellon). He contributes technology, AI, and data governance expertise to AES’s Board and sits on the Financial Audit Committee and the Innovation & Technology Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Global Chief Data Officer | 2015–2023 | Led data strategy and governance supporting AI and hybrid cloud; drove enterprise data transformation |
| Cambia Health Solutions | SVP & Chief Data Officer | 2014–2015 | Advanced health data strategy and analytics programs |
| Express Scripts | Chief Data Officer & VP, Health Data & Analytics | 2012–2014 | Built analytics capabilities for PBM operations |
| Medco Health Solutions | Chief Data Officer & VP, Health Data & Analytics | 2006–2012 | Established enterprise data governance and analytics; Medco later acquired by Express Scripts |
| Carnegie Mellon University | Distinguished Executive in Residence | 2023–present | External advisory on data/AI programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walgreens Boots Alliance | Director | 2022–present | Public company board experience in retail healthcare |
| Carnegie Mellon University | Distinguished Executive in Residence | 2023–present | Academic leadership engagement |
Board Governance
- Independence: The Board determined Bhandari is independent under NYSE rules; Audit Committee independence also affirmed.
- Committee memberships: Financial Audit Committee member; Innovation & Technology Committee member; designated “financially literate.”
- Committee meeting cadence (2024): Audit (8); Innovation & Technology (5).
- Attendance: Directors averaged 96% attendance in 2024; no director was below 75%. Executive sessions held after seven Board meetings.
- Board structure: AES has an independent Chair and Lead Independent Director (John B. Morse, Jr.); separated Chair/CEO roles.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash or DSUs) | $100,000 | Non-employee director standard retainer; Bhandari elected to defer $100,000 of retainer into DSUs. |
| Committee membership fees | $0 | No additional fees for non-chair members. Chair fees apply only to chairs. |
| Meeting fees | $0 | Not disclosed/paid. |
| Total fees earned | $100,000 | Fees earned or paid in cash column in Director Compensation (2024). |
Performance Compensation
| Equity Instrument | Grant Value | Terms | Performance Metrics |
|---|---|---|---|
| Deferred Stock Units (DSUs) – Annual Director Grant (2024) | $175,000 | Fully vested at grant; paid after termination from Board service; valued using $17.13/share grant-date closing price. | None (director equity grants are not performance-based). |
2024 Director Total Compensation: $275,000 (fees $100,000 + stock awards $175,000).
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Walgreens Boots Alliance | Retail/Healthcare | Director | No related-party transactions at AES in 2024; no disclosed transactional ties between AES and WBA. |
- Overboarding policy: Non-employee directors may serve on ≤4 public boards; all current Board members comply (Bhandari on 2: AES, WBA).
Expertise & Qualifications
- Technology, AI & Cybersecurity: Led IBM’s global data strategy and governance for AI/hybrid cloud; deep experience in data analytics in healthcare and technology sectors.
- Financial literacy: Designated “financially literate” for NYSE Audit Committee requirements.
- Education: BTECH (BITS Pilani); MS (UMass Amherst); PhD (Carnegie Mellon).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 22,592 units/shares | Includes DSUs credited under AES plans; counted in beneficial ownership per SEC Rule 13d-3. |
| Shares outstanding (record date) | 711,900,547 | Used to compute % ownership. |
| Ownership as % of outstanding | ~0.003% (22,592 / 711,900,547) | Below 1% threshold. |
| Options held | 0 | Only one director (Monié) held options as of 12/31/2024; Bhandari had none. |
| DSUs credited (as of 12/31/2024) | 22,592 | Aggregate DSUs per director account disclosure. |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, margin accounts, or pledging). | |
| Director stock ownership guideline | 5× annual retainer within 5 years; all directors have attained or are on-track. |
Insider Filings & Trades
- Section 16(a) compliance: AES disclosed late filings for certain executives in 2024; Bhandari is not listed among late filers.
- Options exercises: Not applicable to Bhandari (no options outstanding).
Governance Assessment
- Board effectiveness: Independent Chair structure; majority independent board (10 of 11); rigorous stock ownership and proxy access; strong committee oversight and evaluation processes.
- Audit oversight and controls: Audit Committee (including Bhandari) oversees financial reporting, internal audit, ethics/compliance, and EY independence; AES disclosed a material weakness in internal control in Form 10-K and executed a restatement of certain 2024 quarters, with clawback analysis concluding no recovery required.
- Attendance & engagement: 2024 average director attendance 96%; executive sessions after seven board meetings; strong engagement expectations.
- Director pay and alignment: No increase to director pay in 2024/2025; mix is cash retainer plus DSUs fully vested at grant; ownership guideline at 5× retainer within five years.
- Shareholder signals: 2024 Say-on-Pay support >96%; long-term equity plan features clawbacks, minimum vesting periods, and no repricing without shareholder approval.
- Conflicts and related parties: No related person transactions in 2024; robust related-party review procedures under Audit Committee policy.
RED FLAGS and Watch Items
- Internal control weakness and restatement: AES flagged a material weakness (Item 9A in Form 10-K) and restated interim 2024 impairment calculations; while compensation clawback was deemed not applicable, ongoing remediation is a governance priority for Audit Committee members including Bhandari.
- Pay risk mitigants: Hedging/pledging prohibited; double-trigger CIC benefits; executive clawback policy compliant with NYSE/SEC; director equity fully vested at grant (no performance link).
Director Compensation Summary (2024)
| Item | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Annual retainer; Bhandari elected to defer $100,000 to DSUs. |
| Stock Awards (DSUs) | $175,000 | Annual DSU grant; grant-date fair value at $17.13 per share. |
| Option Awards | $0 | No options granted to directors in 2024. |
| Total | $275,000 | Sum of fees and DSU grant. |
Board Committees – Bhandari Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Financial Audit Committee | Member | 8 |
| Innovation & Technology Committee | Member | 5 |
Say-on-Pay & Clawback Context
- 2024 Say-on-Pay approval: >96% in favor.
- Clawback policy: Applies to executive officers for accounting restatements; AES disclosed no recovery required for 2024 restatement; award forfeitures for “cause” under long-term plan (employees).
Stock Ownership Guidelines (Directors)
- Requirement: 5× annual retainer within five years; directors have attained or are on track.
Conclusion
Bhandari strengthens AES’s board oversight in technology, data governance, and audit matters through independent committee service and strong engagement standards; compensation is modest, cash/equity-mixed, and aligned via ownership guidelines. Key governance watch items include ongoing remediation of the disclosed material weakness and monitoring Audit Committee oversight of financial reporting and controls.