Nicholas Gangestad
GenpactAbout Nicholas Gangestad
Independent director of Genpact Limited since 2024; age 60. Appointed effective August 12, 2024 and serves on the Audit Committee; designated an “audit committee financial expert” under SEC rules. The board determined he is independent under NYSE standards; board meetings were held 8 times in 2024, with directors averaging 91% attendance and all meeting a minimum 75% attendance threshold. Non‑employee director ownership guidelines require 5x annual cash retainer; as of 12/31/2024, all directors met the requirement except Gangestad (given August 2024 appointment), with a phase‑in deadline of August 2029 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation | Chief Financial Officer | 2020–2024 | Senior finance leadership; enterprise risk and financial reporting oversight |
| 3M Company | Chief Financial Officer | 2014–2020 | Senior finance leadership; large‑cap public company governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nucor Corporation | Director | Current | Committee roles not disclosed in Genpact proxy |
Board Governance
- Committee assignments: Audit Committee member; identified by the board as an “audit committee financial expert.” Audit Committee met 11 times in 2024; all members are independent and financially literate per NYSE/SEC rules .
- Independence and leadership: All director nominees other than the CEO are independent; Genpact separates Chair and CEO roles and conducts regular executive sessions led by the independent Chair .
- Attendance: Board met 8 times in 2024; all directors standing for reelection attended at least 75% of combined board/committee meetings, with average attendance of 91%; all directors attended the 2024 annual meeting .
- Governance safeguards: Prohibition on hedging/pledging; proxy access; no poison pill; shareholders with >10% can call special meetings; robust evaluation process across board/committees; ESG oversight via Nominating & Governance Committee; cybersecurity oversight via Audit Committee .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Director Retainer (Cash portion) | Part of $280,000 total retainer (cash + equity) | Program structure unchanged from 2023 except RSU increase; cash portion paid quarterly based on service . |
| Committee Membership Retainers (annual) | Audit: $22,500; Compensation: $17,500; Nominating & Governance: $17,500 | Paid in cash, quarterly, based on committee service . |
| Committee Chair Retainers (annual) | Audit Chair: $47,500; Compensation Chair: $32,500; Nominating & Governance Chair: $32,500 | Paid in cash; quarterly . |
| Board Chair | $65,000 cash + $120,000 RSUs (additional to standard director grant) | RSUs vest year‑end; shares issued end of subsequent year . |
| Nicholas Gangestad – FY2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash (prorated) | $35,693 |
| Stock awards (RSUs) | None (appointed after 2024 grant date) |
| Total | $35,693 |
Governance features: $750,000 annual cap per non‑employee director; directors transact only in approved trading windows; hedging/pledging prohibited; five‑year phase‑in to meet 5x cash retainer ownership guideline .
Performance Compensation
| Equity Vehicle | 2024 Grant to Gangestad | Vesting / Issuance Terms | Notes |
|---|---|---|---|
| Annual Director RSUs | None (joined Aug 2024; did not receive 2024 grant) | Standard program RSUs for other directors vested Dec 31, 2024; shares issued Dec 31, 2025 | Annual director RSU grant value set at $210,000; example 2024 grants were 6,707 RSUs for most non‑employee directors; Board Chair received 10,539 RSUs . |
Other Directorships & Interlocks
| Company | Relationship to Genpact | Interlock/Conflict Signal |
|---|---|---|
| Nucor Corporation | External board service by Gangestad | No related‑party transactions involving directors or executive officers disclosed for 2024 (one HR family relationship unrelated to board); low interlock/conflict signal based on proxy disclosures . |
Expertise & Qualifications
- Designated Audit Committee financial expert; deep finance, accounting, and risk management expertise from CFO roles at Rockwell and 3M .
- Skills matrix: credited with senior leadership, public company board experience, finance/accounting/risk management, innovation/technology, and investment expertise .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 3/25/2025) | % of Shares Outstanding (174,870,928) | Notes |
|---|---|---|---|
| Nicholas Gangestad | 0 | 0.00% | Appointed Aug 12, 2024; did not receive 2024 director RSUs . |
| Director Ownership Guidelines | 5x annual cash retainer | Phase‑in deadline: Aug 2029 (for Gangestad) | Hedging and pledging prohibited . |
Governance Assessment
- Positives
- Independence and strong financial oversight credentials (audit committee financial expert) bolster board effectiveness in financial reporting, internal controls, and cybersecurity/data privacy risk oversight .
- Compensation and ownership alignment: equity‑heavy director program (annual RSUs), strict ownership guidelines (5x cash retainer), clawback framework for executives, and prohibition on hedging/pledging support investor alignment and risk discipline .
- Shareholder sentiment: 91% say‑on‑pay approval in 2024; broad shareholder engagement (outreach to investors representing >70% of shares), signaling constructive governance dialogue .
- Watch items
- Low current ownership (0 shares as of March 25, 2025) reflects recent appointment; guideline phase‑in runs to August 2029. Monitor near‑term accumulation to strengthen “skin‑in‑the‑game” optics .
- No RSU grant in 2024 due to timing; ensure subsequent annual grant participation is consistent with program to reinforce alignment .
- Red flags
- None disclosed specific to Gangestad; the proxy reports no related‑party transactions involving directors/executive officers in 2024, and strict hedging/pledging prohibitions are in place .