Harsha Agadi
CONDUENTAbout Harsha V. Agadi
Independent director nominee (age 62) with over 35 years of leadership across global operations and finance. Background includes Chairman & CEO of GHS Holdings (since 2000), prior CEO roles at Crawford & Company (2015–2020), Friendly’s Ice Cream (2010–2012), and Church’s Chicken (2004–2009), and Executive Chairman at Quiznos (2012–2014). Education: Bachelor of Commerce, University of Mumbai; MBA, Duke University’s Fuqua School of Business . The Board has determined he is independent under Nasdaq rules; he is not the CEO, and thus qualifies as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GHS Holdings, LLC | Chairman & CEO | 2000–present | Investment office leadership, global business/financial expertise |
| Crawford & Company | President & CEO | 2015–2020 | Led a public independent claims management company |
| Quiznos, LLC | Executive Chairman | Feb 2012–Aug 2014 | Oversight of restructuring/operations |
| Friendly’s Ice Cream LLC | Chairman & CEO | Aug 2010–Feb 2012 | Turnaround leadership in hospitality/retail |
| Church’s Chicken | President & CEO | Dec 2004–Dec 2009 | Brand leadership, operations scale-up |
| Transcend Cruises (private) | Chairman of the Board | Since 2022 | Private company governance |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Flotek Industries, Inc. (NYSE) | Non‑Executive Chairman | Since 2020 | Current public company board chair |
| Crawford & Company | Director | 2010–2021 | Compensation Committee Chair |
| Belmond Ltd. | Director | 2011–2019 | Compensation Committee Chair |
| SKSVMA College of Engineering | Chairman | Not disclosed | Non‑profit/education leadership |
| Agadi Sunrise Hospital Pvt. Ltd. | Chairman | Not disclosed | Healthcare governance |
| Babson College | Board of Trustees | Current | Higher-ed trustee |
| International Tennis Hall of Fame | Board of Governors | Current | Non‑profit governance |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; Agadi qualifies as independent .
- Committee assignments at CNDT: Not listed among 2024 committee members; as a 2025 nominee, committee assignments are not disclosed yet .
- Board leadership and executive sessions: Independent Chairman (Scott Letier); every regular Board meeting includes executive sessions of all directors and separate sessions for independent directors .
- Risk oversight: Dedicated Risk Oversight Committee (5 meetings in 2024) with quarterly engagement on cybersecurity, compliance, and technology risks; committee chaired by Margarita Paláu‑Hernández .
- Attendance: 11 Board meetings in 2024; incumbent directors attended at least 98.5% of Board/committee meetings; Agadi was not a 2024 incumbent .
Fixed Compensation (CNDT Non‑Employee Directors)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid pro rata semi‑annually |
| Non‑Executive Chairman fee | $125,000 | Additional to retainer |
| Audit Committee Chair | $35,000 | Members: $15,000 |
| Compensation Committee Chair | $27,000 | Members: $12,000 |
| Corporate Governance Committee Chair | $20,000 | Members: $10,000 |
| Risk Oversight Committee Chair | $20,000 | Members: $10,000 |
| CSR & Public Policy Committee (until June 13, 2024) | Chair: $20,000 (pro rata) | Members: $10,000 (pro rata) |
| Expense reimbursement | Reasonable expenses | Incurred in Board service |
Performance Compensation (CNDT Non‑Employee Directors)
| Equity/Policy | Detail | Vesting/Terms |
|---|---|---|
| DSU annual grant | $190,000 grant date fair value | DSUs vest on grant; dividend equivalents credited as DSUs; clawback on pro‑rata basis if separation during year |
| Deferral election | Up to 100% of retainer/fees can be deferred into DSUs | Payout deferred per director’s election or until separation |
| Ownership guidelines | 6x cash retainer ($480,000) | Hold 50% of net shares from equity until threshold achieved |
Other Directorships & Interlocks
| Company | Overlap Potential | CNDT Relationship/Exposure |
|---|---|---|
| Flotek Industries (oilfield services) | Unrelated sector to CNDT’s BPO/technology services | No related‑party transactions disclosed involving Agadi |
| Crawford & Company | Prior CEO/director | No CNDT related‑party exposure disclosed |
| Belmond Ltd. | Hospitality | No CNDT related‑party exposure disclosed |
No related‑person transactions involving Agadi are disclosed in CNDT’s proxy; the Corporate Governance Committee administers a formal Related Person Transactions policy under Item 404(a) of Regulation S‑K .
Expertise & Qualifications
- Leadership/operations: 35+ years leading multi‑brand, global enterprises; operational and financial expertise .
- Governance/compensation: Chaired compensation committees at Belmond and Crawford; deep pay‑for‑performance oversight experience .
- Education: Bachelor of Commerce (University of Mumbai); MBA (Duke Fuqua) .
- Sector breadth: Restaurants, hospitality, claims management, private investments; current chair at Flotek (energy services) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Harsha V. Agadi | 33,000 | 0.020% (computed: 33,000 ÷ 161,830,138) | Less than 1%; includes indirect holdings per SEC rules |
| Securities vesting within 60 days | None for any directors/nominees | N/A | No CNDT securities exercisable or scheduled to vest within 60 days |
| Hedging/pledging | Prohibited by policy | N/A | Directors/officers barred from hedging or pledging CNDT stock |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 filings (2024) | Company believes all required reports for directors/executives/10% holders were timely filed |
| Form 4 activity for Agadi | Not disclosed in DEF 14A (Agadi was a 2025 nominee) |
Governance Assessment
- Independence and skills: Agadi is independent and brings compensation chair experience and global operating acumen—valuable for pay oversight and operational discipline .
- Ownership alignment: Owns 33,000 CNDT shares; directors are subject to stringent ownership guidelines (6x retainer, $480,000) and anti‑hedging/pledging policies, improving alignment; his guideline compliance status is not disclosed .
- Committee engagement: Not assigned to CNDT committees in 2024; prior compensation committee chair roles suggest suitability for CNDT’s Compensation or Corporate Governance committees .
- Conflicts/related parties: No related‑party transactions involving Agadi disclosed; CNDT enforces a formal review process for related‑person transactions (threshold $120,000) .
- Board effectiveness signals: Independent chair; mandated executive sessions; risk oversight rigor; strong say‑on‑pay support in 2024 (96.41%), indicating investor confidence in compensation governance .
- Director pay mix: Cash retainers plus DSUs ($190k) with optional deferrals and clawbacks; stock ownership guidelines require sustained holding—favorable for long‑term alignment .
RED FLAGS: None disclosed specific to Agadi—no attendance issues (not incumbent in 2024), no related‑party exposure, no hedging/pledging, no insider reporting issues noted .