Laura Conigliaro
GenpactAbout Laura Conigliaro
Independent director of Genpact Limited (ticker: G) since 2013; age 79. Former senior sell-side research leader at Goldman Sachs and Prudential Securities with deep technology and financial services coverage. Currently Chair of the Nominating & Governance Committee and a member of the Audit Committee; classified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner; Co-director, Americas Equity Research; Technology equity research business unit leader; Hardware systems analyst | 1996–2011 | Led technology equity research; senior leadership in research operations |
| Prudential Securities | Equity Research Analyst | 1979–1996 | Hardware/technology coverage |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arista Networks | Director (past) | Not disclosed | Not disclosed |
| Infoblox Inc. | Director (past) | Not disclosed | Not disclosed |
| Dell Inc. | Director (past) | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit. Audit met 11 times in 2024; Nominating & Governance met 4 times.
- Independence: Board determined all nominees other than the CEO are independent; she is listed as independent.
- Attendance: Board met 8 times in 2024; all directors standing for re‑election attended at least 75% of board/committee meetings, with an average of 91%.
- Executive sessions: Regular executive sessions led by the independent Chair at each quarterly meeting.
- ESG oversight: As Nominating & Governance Chair, she oversees ESG strategy/reporting and board evaluation processes.
- Board leadership: Separate Chair and CEO structure maintained.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $125,000 | Actual cash compensation received in 2024 |
| Stock awards (RSUs) | $209,996 | Grant-date fair value under ASC 718 |
| Total | $334,996 | Sum of cash + equity |
Director compensation program structure (2024):
- Annual director retainer total value $280,000 split between cash and equity; RSU grant valued at $210,000 on AGM grant date, vesting Dec 31, 2024 with shares issued Dec 31, 2025.
- Committee fee schedule:
- Audit Chair $47,500; Compensation Chair $32,500; Nominating & Governance Chair $32,500.
- Committee membership retainers: Audit $22,500; Compensation $17,500; Nominating & Governance $17,500.
- Program governance features: $750,000 annual cap; hedging/pledging prohibited; ownership requirement 5× cash retainer (increased from 3×).
Equity Grant Details (FY2024)
| Grant Date | Instrument | Shares/Units | Grant-Date FV | Vesting | Issuance |
|---|---|---|---|---|---|
| May 2, 2024 | RSUs | 6,707 | $209,996 | Vested Dec 31, 2024 | Shares issuable Dec 31, 2025 |
Performance Compensation
| Item | Detail |
|---|---|
| Non‑equity incentive plan compensation | None for non‑employee directors |
| Pension/SERP/Deferred compensation | Not provided for non‑employee directors |
| Options | No option grants to directors under the 2024 program |
Other Directorships & Interlocks
| Company | Relationship to G | Interlock/Transaction |
|---|---|---|
| Arista Networks; Infoblox Inc.; Dell Inc. | Past directorships | No related‑party transactions disclosed for directors in 2024 |
- Related‑party transactions: Policy requires Audit Committee review/approval; only disclosed RPT in 2024 involved an executive’s family member employment; no director RPTs reported.
Expertise & Qualifications
- Senior leadership experience; public company board experience; finance/accounting/risk management; investment expertise per board skills matrix.
- Audit Committee: Board determined all audit members meet SEC/NYSE financial literacy requirements.
- Technology/financial services domain knowledge from decades of TMT coverage.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 67,991 shares (less than 1% of outstanding) |
| Directly held | 61,284 shares |
| Vested RSUs (issuance scheduled) | 6,707 RSUs vested; shares to be issued Dec 31, 2025 |
| Shares outstanding (basis for %) | 174,870,928 (as of Mar 25, 2025) |
| Hedging/pledging | Prohibited by policy |
| Director ownership guideline | 5× annual cash retainer; five‑year phase‑in |
| Guideline compliance | All non‑employee directors met requirement as of Dec 31, 2024 (except a new 2024 appointee); implies compliant |
Governance Assessment
- Strengths: Independent status; chairs the Nominating & Governance Committee (board refreshment, ESG, evaluations); serves on Audit (risk, controls, RPT oversight).
- Engagement: Board/committee activity levels robust; directors averaged 91% attendance; regular executive sessions support independent oversight.
- Alignment: Material equity component in director pay; RSUs with deferred issuance; stringent ownership guidelines and hedging/pledging ban; beneficial ownership disclosed.
- Shareholder signals: Say‑on‑pay approval ~91% in 2024 indicates broad support for compensation governance.
- Changes/Trends: RSU grant size increased from $200,000 to $210,000 in 2024; director ownership guideline raised from 3× to 5× cash retainer (late 2023 review using FW Cook).
- Potential watch items (noted, not necessarily red flags): Advanced age (79) and long tenure (since 2013) warrant continued focus on board refreshment/succession; she is not designated an “audit committee financial expert” (the committee’s experts are Gangestad and Verdi), though audit members meet financial literacy requirements.
- Red flags: None indicated—no director-related party transactions, no hedging/pledging, and no delinquent Section 16 filings reported for her.