Ajay Agrawal
GenpactAbout Ajay Agrawal
Ajay Agrawal, age 55, has served as an independent director of Genpact Limited since 2019. He is a Professor of Strategic Management at the Rotman School of Management, University of Toronto, and founder/leader of multiple technology and venture programs, bringing deep AI and innovation expertise to Genpact’s board. Education was not disclosed in the proxy. His core credentials emphasize innovation/technology and investment expertise aligned with Genpact’s Data-Tech-AI strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rotman School of Management, University of Toronto | Professor of Strategic Management | 2003–present | Academic leadership in strategy and innovation |
| Creative Destruction Lab (CDL), Rotman | Founder and Academic Director | 2012–present | Scales science-based startups; deep AI ecosystem ties |
| Queens University | Assistant Professor | Prior to 2003 | Early academic career in management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intrepid Growth Partners | Co-Founder | Jan 2023–present | Venture/investment activities |
| Metaverse Mind Labs | Founder | May 2022–present | Emerging tech focus |
| Brainmaven Corp. | Founder | Oct 2018–present | Technology/education platform |
Board Governance
- Independence: The board determined all nominees other than the CEO are independent; Ajay Agrawal is independent under NYSE standards .
- Committee assignments: Member, Nominating & Governance Committee; not a chair .
- Board leadership: Independent Chair (James Madden); CEO and Chair roles separated .
- Attendance: Board met 8 times in 2024; all directors standing for re-election attended at least 75%, average 91%; all directors attended the 2024 annual meeting .
- Executive sessions: Independent Chair leads executive sessions at each regularly scheduled quarterly board meeting .
- ESG oversight: Nominating & Governance Committee oversees ESG; Audit Committee oversees cybersecurity/data privacy; regular reporting cadence .
- Shareholder rights and policies: Proxy access, ability to call special meetings (>10% holders), no poison pill, one-share-one-vote .
Fixed Compensation
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual director retainer (cash + equity) | $280,000 total; RSUs valued at $210,000; remaining in cash | Standard program for non-employee directors |
| RSU grant (annual) | 6,707 RSUs granted May 2, 2024; grant-date fair value $209,996 | Vested Dec 31, 2024; shares issued Dec 31, 2025 |
| Committee membership retainer | Nominating & Governance Committee: $17,500 annually | Membership fees by committee |
| Chair fees (reference) | Audit Chair $47,500; Compensation Chair $32,500; N&G Chair $32,500 | Ajay is not a chair |
| Governance features | Hedging/pledging prohibited; trading windows with pre-clearance; total annual director pay capped at $750,000 | Program-level safeguards |
| 2024 actual compensation (Ajay) | Cash: $87,500; Stock awards: $209,996; Total: $297,496 | Reported for FY2024 |
Performance Compensation
| Item | Status | Details |
|---|---|---|
| Non-equity incentive awards | None | Non-employee directors do not receive performance-based cash incentives |
| Performance-based equity | None | Director equity is time-based RSUs; no PSU metrics for directors |
| Clawback applicability | Policy applies to Section 16 officers | Board maintains clawback for officers; directors subject to trading/ownership rules |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Public company boards | — | None disclosed in the proxy biography for Ajay Agrawal |
| Interlocks | — | No compensation committee interlocks disclosed involving Ajay; section exists, but none noted for him |
Expertise & Qualifications
- Skills matrix: Innovation & technology and investment expertise attributed to Ajay Agrawal; supports Genpact’s AI-led strategy and capital allocation oversight .
- Board refreshment: Mix of tenures; median 7.5 years; ongoing evaluation and refresh processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Ajay Agrawal | 34,147 | <1% | 27,440 shares held directly; 6,707 vested RSUs with shares issuable Dec 31, 2025 |
| Director ownership guidelines | 5x annual cash retainer for non-employee directors | Compliance | As of Dec 31, 2024, all non-employee directors except Gangestad met their guideline; Ajay meets requirement |
| Hedging/Pledging | Prohibited | Alignment | Insider trading policy bans hedging/pledging for directors |
Governance Assessment
- Strengths
- Independence, robust governance practices (proxy access, no poison pill), and regular executive sessions enhance board effectiveness and investor confidence .
- Ajay’s AI/innovation and investment expertise aligns with Genpact’s strategic priorities (Data-Tech-AI), improving board oversight of technology risk/opportunity .
- Strong director ownership alignment via 5x cash retainer guideline; Ajay in compliance; hedging/pledging prohibitions reinforce alignment .
- No related-party transactions involving directors reported for 2024; structured review/approval policy in place via Audit Committee .
- Watch items
- Ajay’s involvement in venture and tech lab ecosystems (Intrepid Growth Partners, CDL, private tech ventures) increases potential for ecosystem overlaps; continued monitoring through related-party review policy is prudent. No conflicts disclosed for 2024 .
- Individual director attendance rates are not separately disclosed; board-level attendance is strong (avg 91%) .
- Shareholder signals
- 2024 Say-on-Pay received ~91% support, indicating broad shareholder endorsement of compensation governance and responsiveness to feedback (PSU design changes, RSU shift) .
RED FLAGS: None disclosed for Ajay Agrawal in 2024—no related-party transactions, hedging/pledging prohibited, and ownership guideline compliance noted .