Brian Stevens
GenpactAbout Brian Stevens
Brian Stevens is an independent director of Genpact Limited (ticker: G), serving since 2020 and currently age 61. He is a member of the Audit Committee and brings deep technology leadership experience, including CTO roles across Red Hat and Google Cloud, and executive leadership at Neural Magic, with domain expertise in software engineering, cloud, open source, virtualization, and machine learning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Hat, Inc. | Senior Vice President and Chief Technology Officer, AI | 2024–Present | Technology leadership in AI |
| Neural Magic | Executive Chairman | 2019–2024 | Oversight of scaling and AI/ML execution |
| Google Cloud | Vice President and Chief Technology Officer | 2014–2019 | Cloud strategy and engineering leadership |
| Red Hat, Inc. | Chief Technology Officer and EVP, Worldwide Engineering | 2001–2014 | Open source platform innovation and engineering management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Nutanix, Inc. | Director | Current | Public company board experience |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director; all committees composed entirely of independent directors |
| Committee Membership | Audit Committee member (not Chair) |
| Committee Meeting Cadence (2024) | Audit: 11; Compensation: 4; Nominating & Governance: 4 |
| Board Meeting Cadence (2024) | 8 meetings; directors standing for re-election attended ≥75%, with average attendance of 91%; all directors attended 2024 annual meeting |
| Leadership Structure | Independent Chair (James Madden) and separate CEO and Chair roles |
| Executive Sessions | Board meets in executive session at each regularly scheduled quarterly meeting |
| Share Ownership Guidelines (Directors) | Minimum 5x annual cash retainer; five-year phase-in; as of 12/31/2024 all non-employee directors (except Gangestad due to August 2024 appointment) met the guideline |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash (2024) | $92,500 | Includes base director cash retainer plus Audit Committee membership retainer |
| Audit Committee membership retainer (annual) | $22,500 | Annual fee for Audit Committee membership |
| Annual director RSU grant (2024) | $209,996 | Grant-date fair value; RSUs valued at $210,000 program level |
| RSU grant date | May 2, 2024 | Annual director grant timing |
| RSU shares granted | 6,707 | Shares subject to the 2024 RSU award |
| RSU vest date | December 31, 2024 | Vested fully on 12/31/2024 |
| RSU share issuance date | December 31, 2025 | Shares underlying vested RSUs issuable end of 2025 |
| Total 2024 director compensation | $302,496 | Cash $92,500 + Stock $209,996 |
Program terms applicable to all non-employee directors:
- Annual retainer total value $280,000 split between cash and equity via RSUs; 2024 RSU grant increased from $200,000 to $210,000; governance features include $750,000 annual cap per director, trading windows, hedging/pledging prohibition, and share ownership requirements .
Performance Compensation
| Item | Status |
|---|---|
| Non-equity incentive compensation (directors) | Not provided to non-employee directors |
| Option awards | Not granted to directors under current program (Company grants RSUs and PSUs; no options) |
| Performance metrics tied to director pay | None disclosed; annual director RSUs are time-based |
The Compensation Committee retains FW Cook as an independent consultant for director pay reviews and aligns director compensation with long-term shareholder value creation through equity-heavy mix .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Nutanix, Inc. | Director | No related-party transactions or conflicts disclosed involving directors; no family relationships among directors and executive officers |
Expertise & Qualifications
- Senior leadership, public board, finance/accounting/risk, innovation & technology, and investment expertise per skills matrix .
- Qualifications emphasize CTO experience and expertise in software engineering, cloud, open source, virtualization, and machine learning .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 25,273 | Less than 1% of outstanding shares (based on 174,870,928 shares) |
| Shares held directly | 18,566 | Direct ownership |
| Vested RSUs (shares issuable 12/31/2025) | 6,707 | 2024 RSUs vested on 12/31/2024; issuance end of 2025 |
| Unvested RSUs/options (as of 12/31/2024) | None | No unvested RSUs or options held by non-employee directors for board service |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging and pledging; trading only in approved windows |
| Director ownership guideline status | In compliance | All non-employee directors (except Gangestad due to timing) met guideline as of 12/31/2024 |
| Director ownership guideline | 5x annual cash retainer | Five-year phase-in; retain 100% of vested RSU shares until target reached |
Governance Assessment
- Board effectiveness: Independent director with Audit Committee service; board run by an independent Chair; regular executive sessions and high attendance (≥75% for all, avg. 91%) support robust oversight .
- Alignment and incentives: Equity-heavy director compensation (annual RSUs) and stringent ownership requirements (5x cash retainer) enhance long-term alignment; hedging/pledging prohibited .
- Independence and conflicts: No family relationships or selection arrangements among directors/executives; no related-party transactions disclosed involving directors; all committee members are independent .
- Compensation governance: Use of independent consultant (FW Cook), formal cap on director pay, and no non-equity incentive pay for directors reduce pay-related risk .
- Section 16 compliance: Company reports all required filings for directors/executives were made in 2024, with the only late filing attributed to a different director (Tyagarajan); no issues noted for Brian Stevens .
RED FLAGS
- None disclosed for Brian Stevens: no hedging/pledging permitted; no related-party transactions disclosed; attendance thresholds met by all directors standing for re-election; compensation mix emphasizes equity with independent oversight .