James Madden
GenpactAbout James Madden
Independent Chair of Genpact Limited’s Board since 2005; age 63. Background includes founding operator and investor roles in technology-enabled services, with prior CEO experience. The Board affirms his independence under NYSE standards; all nominees other than the CEO are independent. Tenure spans 20 years, providing deep institutional knowledge balanced by the Board’s structured refreshment and evaluation processes.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrick Capital Partners, LLC | Co-founder and Co-CEO | 2012–present | Growth-stage investing; operator-led value creation in tech-enabled services |
| Madden Capital Partners | Founder, Managing Partner | 2005–2012 | Advisory and investment leadership |
| Accretive LLC | Partner | 2007–2011 | Company-building in services software |
| General Atlantic LLC | Special Advisor | 2005–2007 | Strategic advisory to growth equity platforms |
| Exult, Inc. | Chair and CEO | 1998–2005 | Built HR BPO category; public company leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ServiceSource International, Inc. | Director (Past) | Not disclosed | Past public company board |
| Accolade, Inc. | Director (Past) | Not disclosed | Past public company board |
Board Governance
- Roles: Independent Chair; member—Compensation Committee; member—Nominating & Governance (N&G) Committee. Chairs are Carol Lindstrom (Compensation) and Laura Conigliaro (N&G). Audit chaired by Mark Verdi.
- Independence: Separate CEO and Chair structure; regular executive sessions presided by the independent Chair.
- Attendance and engagement: Board met 8 times in 2024; all directors attended ≥75%, avg. 91%. Directors attended 2024 AGM.
- Evaluations: Annual board/committee/individual evaluation overseen by N&G; 2024 results indicate effective operation.
- ESG and risk oversight: N&G oversees ESG; Audit oversees cybersecurity/data privacy risk with quarterly reporting.
- Shareholder alignment: No poison pill, proxy access, one-share-one-vote, active shareholder engagement.
Fixed Compensation
Director compensation emphasizes equity over cash, with additional retainers for Board Chair and committee service.
| Component | 2023 | 2024 |
|---|---|---|
| Annual Director Retainer (cash + RSUs) | $270,000 total; RSUs $200,000 value; remaining in cash | $280,000 total; RSUs $210,000 value; remaining in cash |
| Board Chair Retainer (cash) | $65,000 | $65,000 |
| Board Chair RSU Grant (value) | $120,000 RSUs | $120,000 RSUs |
| Committee Membership Retainers (annual) | Audit $22,500; Comp $17,500; N&G $17,500 | Audit $22,500; Comp $17,500; N&G $17,500 |
| Committee Chair Retainers (annual) | Audit $47,500; Comp $32,500; N&G $32,500 | Audit $47,500; Comp $32,500; N&G $32,500 |
James Madden – actual 2023 vs 2024 compensation and grant details:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned (cash) | $170,000 | $170,000 |
| Stock awards (grant-date fair value) | $319,948 | $329,976 |
| Total | $489,948 | $499,976 |
| RSU grant date | May 4, 2023 | May 2, 2024 |
| RSUs granted (shares) | 7,865 | 10,539 |
| RSU vest date | Dec 31, 2023 | Dec 31, 2024 |
| Share issuance date (for vested RSUs) | Dec 31, 2024 | Dec 31, 2025 |
Governance features: annual comp cap $750,000; trading windows; prohibition on hedging/pledging; director ownership guidelines—raised from 3x to 5x annual cash retainer in 2024; five-year phase-in; as of 12/31/2024, all non-employee directors met guidelines except new appointee.
Performance Compensation
Non-employee directors do not receive performance-based cash bonuses or PSUs; RSUs are time-based. No meeting fees or non-equity incentive compensation; no pension or deferred comp for directors.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Madden.
- Past public boards: ServiceSource International, Accolade, Inc.
- Related party transactions: None involving directors in 2023; 2024 disclosed only a non-executive family employment; Audit Committee reviews and approves any related person transactions.
- Interlocks with competitors/suppliers/customers: None disclosed.
Expertise & Qualifications
- Senior leadership experience; public company board experience; finance/accounting/risk management; innovation/technology; investment expertise (skills matrix).
Equity Ownership
| Metric | As of Mar 8, 2024 | As of Mar 25, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 44,947 direct + 7,865 vested RSUs deliverable 12/31/2024 = 52,812 total | 44,947 direct + 10,539 vested RSUs deliverable 12/31/2025 = 55,486 total |
| Shares outstanding (reference) | 180,333,144 | 174,870,928 |
| Ownership % of outstanding | ~0.0293% (52,812 / 180,333,144) | ~0.0317% (55,486 / 174,870,928) |
| Vested vs. unvested | RSUs vested at year-end; no unvested RSUs/options for non-employee directors as of 12/31/2024 | |
| Hedging/pledging | Prohibited by insider trading policy | |
| Ownership guidelines compliance | Directors required to hold ≥5x annual cash retainer; all non-employee directors (except new appointee) met requirement as of 12/31/2024 |
Governance Assessment
- Strengths: Independent Chair; separate CEO/Chair; robust committee structure with independent membership; regular executive sessions; strong attendance; annual evaluations; stringent director ownership guidelines; prohibition on hedging/pledging; no poison pill; active shareholder engagement. These features support board effectiveness and investor alignment.
- Compensation alignment: Director pay is equity-heavy (annual RSUs plus Chair RSUs), reinforcing long-term value creation. Year-over-year updates increased RSU value and ownership multiple—favorable alignment signals.
- Risks/RED FLAGS to monitor: Long tenure (20 years) can pose entrenchment risk; mitigated by active refreshment, median tenure 7.5 years, and annual evaluations. No related party transactions involving directors and no Section 16 delinquency noted for Madden.
- Shareholder mood: Say-on-pay approval ~91% in 2024 indicates broad investor support for compensation practices, reflecting overall governance credibility.