Nalin Jain
About Nalin Jain
Nalin Jain (age 55) is a Class I independent director at Astec Industries (ASTE), serving since 2022; his current term expires at the 2026 annual meeting. He is President, Digital Intelligence at Wabtec Corporation (since 2020) and previously led Wabtec’s Global Equipment business and GE Transportation/GE Aviation businesses in South Asia. He holds a B.Eng. from the National Institute of Technology, Surat, and an MBA from the Indian School of Business, Hyderabad, with a 30-year global leadership track record across industrial manufacturing, aerospace, and infrastructure sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabtec Corporation | President, Digital Intelligence | 2020–present | Leads digital solutions; previously Group President, Global Equipment (locomotive, mining, marine, stationary/drill portfolios) |
| GE Transportation | CEO, South Asia; International leadership (APAC, China, Australia, Europe, Africa) | Prior to Wabtec | Expanded business footprint and capabilities across regions |
| GE Aviation | CEO, South Asia | Prior to Wabtec | Regional leadership in aviation |
| Bombardier Inc. | Director of Global Partnerships | Prior to GE | Led global partnerships |
| Saint-Gobain | Early career roles | Career start | Progressive responsibilities in engineered materials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabtec Corporation | President, Digital Intelligence | 2020–present | Senior executive (not disclosed as board director) |
| Other public company boards | None disclosed | — | — |
Board Governance
| Governance Element | Status/Detail |
|---|---|
| Board class/term | Class I; director since 2022; term runs to 2026 |
| Independence | Board affirmatively determined Jain is independent under Nasdaq rules |
| Committee memberships | Audit Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None (not a chair) |
| Board meetings | 6 meetings in 2024; independent directors hold executive sessions at least four times per year |
| Committee meeting cadence | Audit: 9 meetings in 2024; Nominating & Corporate Governance: 3 meetings in 2024 |
| Attendance | Each incumbent director attended at least 75% of aggregate Board/committee meetings in 2024 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board retainer (cash/stock/deferred election) | $75,000 |
| Audit Committee member retainer | $10,000 |
| Nominating & Corporate Governance Committee member retainer | $7,500 |
| Total fees earned, paid in cash (Jain) | $92,500 |
Notes:
- Non-Executive Chairman supplement: $90,000 (not applicable to Jain) .
- No meeting fees; program is retainer-based .
Performance Compensation
| Equity Grant Type | Grant Value | Shares/Units | Vesting |
|---|---|---|---|
| Annual RSU grant to non-employee directors | $125,000 | 2,976 RSUs (unvested at 12/31/2024) | Vests/converts to shares on the day prior to the next Annual Meeting (unless deferred) |
Director equity is time-based RSUs; no performance-vesting metrics apply to director awards .
Performance metrics (company executive incentive program – context for governance alignment, not tied to director pay):
| Metric (CY2024) | Weight | Threshold | Target | Maximum | Actual | Unweighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $110.4M | $138.0M | $165.6M | $111.8M | 52% |
| Working Capital Turnover | 25% | 3.2x | 4.0x | 4.8x | 3.6x | 77% |
| Strategy Execution (ERP milestones) | 25% | 50% | 100% | 200% | 50% | 50% |
| Weighted overall payout % of target | — | — | — | — | — | 58.1% |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Wabtec Corporation | Senior executive role | No Astec-related party transactions disclosed involving Jain; only disclosed related-party sales in 2024 were to Prairie Contractors (Director Winford) ~$499,746 (<0.1% of net sales), ratified by Audit Committee |
Expertise & Qualifications
- Global public-company executive experience with deep operational and product management expertise in industrials (manufacturing/operational excellence; strategy; technology) .
- Skills matrix flags: Finance, Government/Regulatory, HR/Compensation, Industry Experience, International, Manufacturing/Operational Excellence, M&A, Public Company Executive Experience, Strategy, Technology .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 6,963 shares (includes RSUs convertible within 60 days) |
| RSUs (convertible within 60 days of 2/27/2025) | 2,976 |
| Ownership as % of outstanding shares | <1% |
| Pledging/Hedging | Company prohibits hedging transactions for directors; no pledging disclosed for Jain |
Stock ownership guidelines for directors:
- Requirement: ≥5× annual retainer; until met, must retain 75% of “net shares” from director compensation .
- Status: As of 1/1/2025, Gehl/Cook/Howell met target; all other directors appointed 2022+ (including Jain) were compliant via 75% net share retention .
Governance Assessment
- Independence and committee roles: Jain strengthens audit oversight and board governance through service on Audit and Nominating & Corporate Governance Committees; Audit met 9x in 2024, indicating active financial oversight .
- Attendance/engagement: Met at least 75% attendance threshold across Board/committee meetings; Board held 6 meetings, with regular independent executive sessions .
- Compensation alignment: Director pay mix is balanced with fixed cash retainers plus annually vesting RSUs; no performance metrics, meeting fees, or tax gross-ups for directors; anti-hedging policy in place .
- Ownership alignment: Beneficial ownership is modest (<1%); however, Jain is in compliance with retention requirements pending achievement of the 5× retainer guideline; annual RSU grants vest each year, supporting ongoing alignment .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Jain; the only 2024 related-party transaction involved a different director and was ratified by the Audit Committee .
- Shareholder sentiment: 2024 say‑on‑pay approval exceeded 98%, signaling strong investor support for compensation governance practices overseen by the Board .
Key signals: Independent status, audit committee service, robust meeting cadence, anti‑hedging, and high say‑on‑pay support bolster investor confidence; modest personal stake with guideline retention compliance is adequate but leaves room to enhance “skin‑in‑the‑game” alignment over time .