CeCelia Morken
GenpactAbout CeCelia Morken
Independent director of Genpact Limited (ticker: G) since 2016; age 67. Serves on the Audit and Compensation Committees. Background includes President and CEO roles at Headspace Health/Headspace Inc. (2021), senior leadership at Intuit (2002–2020), and earlier roles at WebTone Technologies, Fortis Investments, and John H. Hartland Co. Current public company board: Wells Fargo & Company; prior: Alteryx, Inc.
Past Roles
| Organization | Role | Tenure (dates) | Notes |
|---|---|---|---|
| Headspace Health / Headspace Inc. | President and Former CEO | Jan–Dec 2021 | Previously President & COO (Apr–Dec 2020) |
| Intuit Inc. | EVP & GM, Strategic Partner Group | 2013–2020 | Earlier: GM, Intuit Financial Services (2002–2013) |
| WebTone Technologies | Senior Vice President | 1999–2002 | |
| Fortis Investments | Senior Vice President, retail lending | 1998–1999 | |
| John H. Hartland Co. | Senior Vice President; various positions | 1983–1998 |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Wells Fargo & Company | Director | Current | |
| Alteryx, Inc. | Director | Past | Listed as prior board in 2025 proxy |
Board Governance
- Committees: Audit (member), Compensation (member); both committees comprised entirely of independent directors per NYSE and SEC standards
- Audit Committee membership: Mark Verdi (Chair), Laura Conigliaro, Tamara Franklin, Nicholas Gangestad, CeCelia Morken, Brian Stevens; audit committee financial experts: Verdi and Gangestad
- Board/committee meeting cadence in 2024: Board met 8 times; Audit met 11; Compensation met 4; Nominating & Governance met 4
- Attendance: All directors standing for reelection attended at least 75% of meetings; average attendance 91%; all directors attended the 2024 annual meeting
- Leadership: Independent Chair (James Madden) presides over executive sessions of non-management directors
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $110,000 |
| Annual cash retainer (base) | $70,000 (part of $280,000 annual retainer split; RSU grant $210,000) |
| Audit Committee membership retainer | $22,500 (annual) |
| Compensation Committee membership retainer | $17,500 (annual) |
| Meeting fees | None disclosed (program uses retainers) |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Share Issuance |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 6,707 | $209,996 | Vested in full on Dec 31, 2024 | Issuable Dec 31, 2025 |
Non-employee directors do not receive performance-based cash bonuses, options, or PSUs; equity is time-based RSUs under the director program .
Year-over-Year Director Compensation (Morken)
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| 2022 | $110,000 | $199,969 | $309,969 |
| 2024 | $110,000 | $209,996 | $319,996 |
Structural changes: Annual RSU grant increased from $200,000 (2022) to $210,000 (2024); annual retainer total value moved from $270,000 (2022 structure) to $280,000 (2024 structure), emphasizing equity over cash .
Other Directorships & Interlocks
- Current public board: Wells Fargo & Company; prior: Alteryx, Inc.
- Compensation Committee Interlocks: None—no member (including Morken) had relationships requiring Item 404 disclosure in 2024; no cross-director/officer interlocks disclosed
- Related party transactions: No related person transactions involving directors in 2024; one employee family relationship disclosed (not related to Morken)
Expertise & Qualifications
- Skills matrix flags Morken for senior leadership, public company board experience, finance/accounting/risk management, innovation/technology, and investment expertise—aligned with Genpact’s strategic needs
- Biography emphasizes finance and accounting, sales/marketing, digital technologies, and employee health/welfare/engagement experience
Equity Ownership
| Holder | Total Beneficial Shares | % of Outstanding | Directly Held | Vested RSUs (issuable 12/31/2025) | Pledged/Hedged |
|---|---|---|---|---|---|
| CeCelia Morken | 52,935 | <1% | 46,228 | 6,707 | Hedging/pledging prohibited by policy; no pledges disclosed |
- Director ownership guideline: Minimum of 5× annual cash retainer; as of Dec 31, 2024, all non-employee directors except a new appointee met the requirement—Morken is in compliance
- Directors must retain 100% of vested RSU shares (net of taxes) until guideline met; trading limited to approved windows with pre-clearance
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation—key oversight areas; attendance and engagement consistent with board norms; strong equity-aligned pay mix and ownership compliance; hedging/pledging prohibited, reducing misalignment risk
- Committee quality: Audit committee includes designated financial experts; Compensation committee uses independent consultant (FW Cook) and disclosed no Item 404 conflicts; robust charters and risk oversight processes
- Signals: Director pay emphasizes long-term equity; RSUs vest annually and are delivered the following year—supports long-term orientation; ownership guideline increased to 5× retainer—tightens alignment
- RED FLAGS: None disclosed for Morken—no related-party transactions, no Section 16(a) delinquency, no hedging/pledging, no option repricing; note that multi-board commitments can raise time-allocation risk, but attendance metrics indicate adequate engagement in 2024