Carol Lindstrom
GenpactAbout Carol Lindstrom
Carol Lindstrom (age 71) has served on Genpact’s board since 2016 and is an independent director under NYSE standards. She chairs the Compensation Committee and sits on the Nominating & Governance Committee, bringing deep technology and consulting experience from senior roles at Deloitte and Andersen Consulting, plus current public company board service at ASGN and Exponent. Her governance profile emphasizes compensation oversight, board refreshment, and ESG involvement via committee work .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Vice Chairman | 1995–2016 | Senior leadership and compensation/governance expertise applied at Genpact |
| Deloitte Foundation | President | 1995–2016 | Philanthropy and stakeholder engagement experience |
| Deloitte & Touche LLP Board | Director | 1995–2016 | Board governance experience |
| Andersen Consulting | Partner | Not disclosed | Technology and consulting credentials |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| ASGN Incorporated | Director | Current | Public company board experience |
| Exponent, Inc. | Director | Current | Public company board experience |
| Energous Corporation | Director | Past | Public company board experience |
Board Governance
- Independence: The board determined all nominees other than the CEO are independent; Lindstrom is independent .
- Committee assignments and meetings:
- Compensation Committee (Chair) – 4 meetings in 2024
- Nominating & Governance Committee (Member) – 4 meetings in 2024
- Attendance: The board met 8 times in 2024; all directors standing for reelection attended at least 75% of board and applicable committee meetings (average 91%); all directors attended the 2024 annual meeting .
- ESG and governance oversight: Nominating & Governance oversees ESG; board holds executive sessions each quarterly meeting and maintains an independent Chair (James Madden) .
Committee Composition Snapshot (2024)
| Committee | Role | Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Nominating & Governance | Member | 4 |
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $70,000 | Total non-employee director annual retainer is $280,000 divided between cash and equity; RSU grant is $210,000 (implying $70,000 cash) . |
| Committee Chair fee | $32,500 | Compensation Committee Chair . |
| Committee membership fee | $17,500 | Nominating & Governance Committee member . |
| 2024 cash fees earned (actual) | $120,000 | Per director compensation table . |
Note: All cash retainers are paid quarterly based on service; no separate meeting fees disclosed .
Performance Compensation (Director)
| Item | Status | Detail |
|---|---|---|
| Annual equity grant (RSUs) | $210,000 | Granted May 2, 2024; 6,707 RSUs; vested Dec 31, 2024; shares issuable Dec 31, 2025 . |
| Performance-based pay (bonus, PSUs) | None | Non-employee directors do not receive non-equity incentive compensation or PSUs; program emphasizes equity over cash . |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; members (Franklin, Lindstrom, Madden, Morken) were independent and had no Item 404 relationships in 2024; no executive officer reciprocal directorships/comp committee memberships at other companies (no interlocks) .
- Director compensation market review: FW Cook advised on director compensation (equity-over-cash emphasis); RSU grant increased to $210,000 effective 2024; ownership guideline increased from 3x to 5x cash retainer .
Expertise & Qualifications
| Skill | Evidence |
|---|---|
| Senior leadership | Skills matrix indicates skill present . |
| Public company board experience | Skills matrix indicates skill present; current boards ASGN, Exponent . |
| Finance, accounting, risk | Skills matrix indicates skill present . |
| Innovation & technology | Skills matrix indicates skill present . |
| Investment expertise | Skills matrix indicates skill present . |
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 18,686 | Less than 1% of outstanding shares . |
| Directly owned | 11,979 | As of March 25, 2025 . |
| Vested RSUs (issuable) | 6,707 | Vested Dec 31, 2024; shares issuable Dec 31, 2025 . |
| Ownership % of outstanding | <1% | Based on 174,870,928 shares outstanding . |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging and pledging by directors . |
| Director ownership guideline | 5x annual cash retainer | Five-year phase-in; as of Dec 31, 2024, all non-employee directors other than Mr. Gangestad met guideline . |
Insider Trades (Section 16)
| Period | Activity | Notes |
|---|---|---|
| 2024 (proxy disclosure) | None disclosed for Carol Lindstrom | Company states required Section 16 filings were timely for directors/executives, except one late Form 4 for a different director; no Carol-specific transactions listed . |
Governance Assessment
- Strengths: Independent director with broad committee influence (Compensation Chair; N&G member); strong attendance; robust director ownership guideline increased to 5x cash retainer; hedging/pledging prohibited; no related party transactions involving directors in 2024; compensation committee uses independent advisor (FW Cook) and demonstrated responsiveness (shift from options to RSUs; 3-year PSU period for executives; rTSR modifier) .
- Compensation oversight signal: 2024 say‑on‑pay support ~91% suggests investor confidence in pay practices overseen by the Compensation Committee chaired by Lindstrom .
- Conflicts/RED FLAGS: None identified in the proxy for Lindstrom—no Item 404 related-party relationships; no compensation committee interlocks; pledging/hedging prohibited by policy; directors met attendance expectations .
- Alignment: Director pay structure emphasizes equity (RSUs) over cash; Lindstrom holds vested RSUs and direct shares; director ownership guideline compliance supports skin‑in‑the‑game .
Director Compensation (2024) – Detail
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $120,000 | 2024 actual . |
| Stock awards (grant date fair value) | $209,996 | RSUs granted May 2, 2024; 6,707 units . |
| Total | $329,996 | Sum of cash + equity . |
| RSU grant date | May 2, 2024 | Annual director grant . |
| RSU vest/issuance | Vested Dec 31, 2024; issuable Dec 31, 2025 | Director program feature . |
Related Party Transactions
- Policy requires audit committee review/approval of related-person transactions >$120,000; 2024 disclosure notes one employment relationship involving a relative of an executive; no other related person transactions with directors in 2024 .
Signals for Investors
- Committee leadership: As Compensation Committee Chair, Lindstrom oversees CEO/NEO pay, human capital strategy, clawback policy administration, and director compensation—areas closely watched by investors .
- Shareholder engagement and responsiveness: Company engaged holders of >70% of shares; program changes enacted in 2023 maintained in 2024, aligning with feedback (3-year PSUs, RSUs instead of options, rTSR modifier) .
- Board quality: Independent Chair; annual elections; executive sessions; proxy access; prohibition on hedging/pledging; strong governance practices bolster confidence .