Praniti Lakhwara
About Praniti Lakhwara
Praniti Lakhwara, age 49, is an independent director of Bread Financial Holdings (BFH) since 2024 and serves on the Board’s Risk & Technology Committee. She is the Chief Information Officer (CIO) of Zscaler, Inc., with prior senior IT leadership roles at Conga, Nimble Storage, Guidewire Software, and Align Technology, and holds a bachelor’s degree in aeronautical engineering from Arizona State University . She was appointed to BFH’s Board effective June 10, 2024; the Board determined she is independent under NYSE and BFH guidelines and disclosed no related-party transactions requiring Item 404(a) reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zscaler, Inc. | Chief Information Officer | 2022–present | Leads global IT strategy; governance of emerging tech, AI, automation |
| Zscaler, Inc. | SVP, Information Technology & Applications | May 2021–Mar 2022 | Built enterprise applications capability |
| Conga Inc. | Chief Information Officer & Data Privacy Officer | May 2017–May 2021 | Oversaw infrastructure, apps, security, data platforms |
| Nimble Storage, Inc. | VP, Information Technology | 2015–2017 | IT leadership for storage technology firm |
| Guidewire Software, Inc. | Senior Director, Applications & Integration | 2013–2015 | Enterprise applications/integration roles |
| Align Technology, Inc. | Technology roles → Sr. Director, IT Applications | 2001–2013 | Progressed from analyst/engineer to senior IT leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zscaler, Inc. | Chief Information Officer | 2022–present | Current external operating role; global cloud security provider |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board affirmation under NYSE standards) |
| Board Tenure | Director since 2024; appointed June 10, 2024 |
| Committee Assignments (2025 slate) | Risk & Technology Committee member; no chair roles |
| Committee Chairs | Risk & Technology chaired by Timothy J. Theriault (Lakhwara member) |
| Attendance | In 2024, Board met 7 times; each director attended at least 75% of Board and committee meetings during their tenure; all nominees attended the 2024 annual meeting |
| Committee Meeting Volume (FY 2024) | Audit 20; Compensation & HC 7; Nominating & Corporate Governance 4; Risk & Technology 4 |
| Indemnification | Company has entered into standard indemnification agreement with Lakhwara (form previously filed) |
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 95,000 | Paid quarterly in advance for 2024–2025 service term |
| Board Chair supplemental retainer | 150,000 | Not applicable to Lakhwara (not chair) |
| Audit Committee – Chair | 40,000 | Committee chair supplemental |
| Audit Committee – Member | 20,000 | Committee member retainer |
| Compensation & HC – Chair | 30,000 | Committee chair supplemental |
| Compensation & HC – Member | 10,000 | Committee member retainer |
| Nominating & Corporate Gov – Chair | 30,000 | Committee chair supplemental |
| Nominating & Corporate Gov – Member | 10,000 | Committee member retainer |
| Risk & Technology – Chair | 30,000 | Committee chair supplemental |
| Risk & Technology – Member | 10,000 | Committee member retainer |
| Special meeting fees – Board | 1,500 | Paid only if activity beyond thresholds |
| Special meeting fees – Committee chair | 1,500 | Paid only if activity beyond thresholds |
| Special meeting fees – Committee member | 1,000 | Paid only if activity beyond thresholds |
| FY2024 Actual Director Compensation (Lakhwara) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 44,733 (prorated for 2024–2025 term) |
| Stock awards (ASC 718 grant-date fair value) | 138,575 (prorated TBRSUs; grant on 7/15/2024) |
| Total | 183,308 |
| RSUs held at 12/31/2024 | 2,820 RSUs |
Additional program features:
- Non-Employee Director Deferred Compensation Plan allows deferral up to 50% of cash compensation; above-market interest credited at 11.0% for 2024, reduced to 10.0% for 2025 (no election disclosed for Lakhwara) .
Performance Compensation
| Compensation Element | Performance Metrics | Vesting | Deferral/Terms |
|---|---|---|---|
| Annual equity award to non-employee directors | None (time-based TBRSUs) | One-year from grant date | Option to defer delivery up to 5 years under Section 409A |
| Lakhwara 2024 grant (TBRSUs) | None (time-based) | One-year from 7/15/2024 grant | Prorated award; deferral optional |
Director stock ownership and holding requirements:
- Directors must maintain an investment position equal to 5x annual retainer (unvested RSUs count) .
- Directors must hold at least 50% of net shares from each RSU vest; selling restricted below threshold thereafter .
Other Directorships & Interlocks
| Public Company Board | Role | Committees | Notes |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | 2025 proxy biography does not list other public company board service for Lakhwara |
No related-party transactions requiring disclosure under Item 404(a) were identified for Lakhwara at appointment .
Expertise & Qualifications
- Significant executive-level technology experience building, scaling, and maturing global IT operations; experience in deployment and governance of emerging technology, AI, automation .
- Expertise in information technology, cybersecurity, privacy, and international operations—themes aligned to BFH’s digital, data, and risk posture .
- Background spans enterprise applications, infrastructure, security, and data platforms across multiple technology companies .
Equity Ownership
| Item | Detail |
|---|---|
| Unvested RSUs held as of 12/31/2024 | 2,820 RSUs |
| Stock ownership guideline | 5x annual retainer; unvested RSUs count toward guideline |
| Holding requirement | Must hold at least 50% of net shares from each RSU vest; ongoing sell restriction below threshold |
| Compliance status (as of 3/31/2025) | All current directors in compliance with holding requirements; stock ownership guideline compliance outstanding for Fawcett, Lakhwara, St. Clair (joined within last two years) |
Governance Assessment
-
Positive signals:
- Independence affirmed; no related-party transactions under Item 404(a) at appointment .
- Committee placement on Risk & Technology aligns with deep IT/cybersecurity/privacy expertise; complements Board’s risk oversight architecture .
- Attendance: Board met 7 times in 2024; each director met at least 75% attendance on Board/committee meetings; all nominees attended the 2024 annual meeting—indicating engagement .
- Director equity awards moved to one-year vest with mandatory post-vest holding—strengthens alignment versus legacy 10-year vest practice .
-
Watch items / potential red flags:
- Stock ownership guideline not yet met (expected given less than two years of tenure), though holding requirement compliance is met—monitor progression to 5x retainer .
- BFH’s Non-Employee Director Deferred Compensation Plan credits above-market interest (11% in 2024; 10% in 2025). While no deferral is disclosed for Lakhwara, the plan design can be perceived as shareholder-unfriendly if widely used—monitor director elections into this plan .
- No public company board experience disclosed in biography—less tested boardroom experience across public issuers; offset by strong operating CIO background .
-
Compensation committee governance:
- CHCC members are independent; no interlocks; committee oversees director pay and uses Meridian for market benchmarking—supports disciplined pay practices .