Mark Verdi
GenpactAbout Mark Verdi
Independent director since 2012; age 58. Audit Committee Chair and designated “audit committee financial expert,” with prior roles as Partner at AVALT Holdings (2015–present), President of C&S Wholesale Grocers (2014–2015), Managing Director at Bain Capital (2004–2014), and leadership at IBM Global Services; past public-company directorships include Burlington Stores, Inc. and Trinseo S.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVALT Holdings | Partner | 2015–Present | Private investment leadership; finance/accounting expertise cited for board qualification |
| C&S Wholesale Grocers, Inc. | President | 2014–2015 | Senior leadership experience applicable to risk oversight |
| Bain Capital | Managing Director | 2004–2014 | Investment expertise; finance and accounting credentials |
| IBM Global Services | Head, Financial Services Business Transformation Outsourcing Group | Prior to 2004 | Technology/operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burlington Stores, Inc. | Director (Past) | Not disclosed | Past public company board service |
| Trinseo S.A. | Director (Past) | Not disclosed | Past public company board service |
Board Governance
- Independence and leadership: Verdi is an independent director and Audit Committee Chair; the board and all committees (other than the CEO) are composed entirely of independent directors .
- Audit Committee financial expert: The board determined Verdi meets SEC/NYSE financial expert requirements; he signs the Audit Committee report .
- Meetings and attendance:
- Board meetings: 10 (2022), 15 (2023), 8 (2024). Attendance thresholds: ≥84% (avg 89%) in 2022; ≥79% (avg 92%) in 2023; directors standing for reelection attended ≥75% (avg 91%) in 2024; all directors attended the 2024 annual meeting .
- Committee composition and activity (2024):
- Audit (Chair: Verdi): 11 meetings; membership includes Conigliaro, Franklin, Gangestad, Morken, Stevens; primary responsibilities include auditor oversight, financial reporting integrity, major risk review (including data privacy/cybersecurity), related party transaction approval, compliance oversight, and whistleblower procedures .
- Compensation: 4 meetings; chaired by Lindstrom; responsibilities include executive/director pay, succession, human capital oversight, clawback policy review .
- Nominating & Governance: 4 meetings; chaired by Conigliaro; responsibilities include board composition, governance principles, ESG oversight, evaluations .
Fixed Compensation
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash (USD) | $117,500 | $117,500 |
| Equity (RSU) grant date fair value (USD) | $199,969 | $209,996 |
| Total director compensation (USD) | $317,469 | $327,496 |
| 2024 Program Elements | Amount |
|---|---|
| Annual RSU grant to non-employee directors | $210,000 (vested Dec 31, 2024; shares issued Dec 31, 2025) |
| Annual cash retainer + RSU value (total) | $280,000 (split between cash and RSUs) |
| Audit Committee Chair retainer (cash) | $47,500 |
| Audit Committee member retainer (cash) | $22,500 |
| Director compensation annual cap | $750,000 |
| No meeting fees; no pensions; no non-equity incentive; reimbursement of reasonable expenses; D&O insurance provided |
Performance Compensation
| RSU Award Details | FY 2022 | FY 2024 |
|---|---|---|
| Grant date | May 19, 2022 | May 2, 2024 |
| Shares granted | 4,829 | 6,707 |
| Grant date fair value (USD) | $199,969 | $209,996 |
| Vesting | Vested Dec 31, 2022; shares issued Dec 31, 2023 | Vested Dec 31, 2024; shares issued Dec 31, 2025 |
- Directors receive time-based RSUs only; the company currently does not grant stock options or similar instruments; director program has no performance-based metrics (PSUs) and excludes non-equity incentive pay .
Other Directorships & Interlocks
- Past public company boards: Burlington Stores, Inc.; Trinseo S.A. .
- No disclosed related party transactions involving directors other than a single family employment relationship unrelated to Verdi in 2024; audit committee oversees related party transaction policy and approvals .
Expertise & Qualifications
- Skills: Senior leadership, public company board experience, finance/accounting/risk management, investment expertise (skills matrix ticked for Verdi) .
- Board qualification: Extensive finance/accounting experience and industry expertise; prior public board service .
Equity Ownership
| Ownership Metric (as of Mar 25, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 60,180 (less than 1%) |
| Direct shares | 53,473 |
| Vested RSUs pending issuance | 6,707 (issuable Dec 31, 2025) |
| Shares outstanding (denominator) | 174,870,928 |
| Hedging/pledging status | Prohibited by policy |
| Director ownership guideline | 5x annual cash retainer; 5-year phase-in; retain 100% of vested RSU shares until met |
| Compliance status (Dec 31, 2024) | All non-employee directors met requirement except Gangestad; implies Verdi is compliant |
Governance Assessment
- Strengths
- Long-tenured independent Audit Chair with SEC-designated financial expert status; leads robust audit oversight, including auditor independence and related party transaction approvals—positive for investor confidence .
- High alignment from equity-heavy director pay; RSU value increased to $210k and ownership guidelines tightened to 5x cash retainer with hedging/pledging prohibition—reduces agency risk .
- Attendance discipline: board activity and attendance were high across recent years; all directors attended the 2024 annual meeting .
- Pay structure signals
- Stable cash fees with modest increase in RSU value from $200k (2022–2023) to $210k (2024), reinforcing long-term equity alignment over cash .
- Conflicts/Red Flags
- No related person transactions disclosed with directors in 2024; no family relationships among directors; trading restricted to windows with pre-clearance; no hedging/pledging—low conflict profile .
- No delinquent Section 16 filings noted for Verdi; one late filing pertained to another director (Tyagarajan) .