Tamara Franklin
GenpactAbout Tamara Franklin
Tamara Franklin is an independent director of Genpact (G) since 2021, age 58 in the 2025 proxy (57 in 2024). She brings senior leadership, finance/risk, innovation/technology, investment and public board experience, with prior executive roles in digital, data, and analytics across Marsh, IBM, and Scripps Networks. She serves on the Audit and Compensation Committees and is identified as independent under NYSE standards. Current public company directorship: Kenvue Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh LLC | Chief Digital, Data & Analytics Officer | 2020–2023 | Led digital/data/analytics initiatives |
| IBM (North America, Media & Entertainment) | Chief Digital Officer/Vice President | 2017–2020 | Digital transformation leadership |
| Scripps Networks Interactive | Executive Vice President, Digital | 2009–2016 | Scaled digital strategy and platforms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kenvue Inc. | Director | Current | Listed as current public company board |
Board Governance
- Independence: Board determined all non-employee director nominees (including Franklin) are independent under NYSE standards; committees comprised entirely of independent directors .
- Committee memberships: Audit (member), Compensation (member); Franklin shifted from Nominating & Governance to Compensation as of the 2024 proxy filing .
- Committee meetings (activity level):
- 2023: Audit (14), Compensation (6), Nominating & Governance (4) .
- 2024: Audit (11), Compensation (4), Nominating & Governance (4) .
- Attendance: Board met 15 times in 2023; directors standing for reelection attended at least 79% and averaged 92%. Board met 8 times in 2024; directors attended at least 75% and averaged 91% .
- Leadership structure: Independent Chair (James Madden); regular executive sessions each quarterly board meeting .
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2023 | $110,000 | Paid quarterly based on board/committee service; program includes base retainer plus committee retainers |
| 2024 | $110,000 | Paid quarterly based on service; director program set at $280,000 total value (cash + RSUs) |
Program reference (for context):
- Annual director program: $280,000 total value split between cash and equity; RSU grant value increased to $210,000 in 2024 (from $200,000 in 2023). Committee retainers: Audit member $22,500; Compensation member $17,500; Audit chair $47,500; Compensation chair $32,500; Board Chair receives $65,000 cash plus $120,000 RSUs .
Performance Compensation
| Year | RSU Grant Date | Shares Granted | Grant-Date Fair Value | Vest Date | Issuance Date | Performance Metrics |
|---|---|---|---|---|---|---|
| 2023 | May 4, 2023 | 4,916 | $199,983 | Dec 31, 2023 | Dec 31, 2024 | None; directors do not receive non-equity incentive plan compensation |
| 2024 | May 2, 2024 | 6,707 | $209,996 | Dec 31, 2024 | Dec 31, 2025 | None; directors do not receive non-equity incentive plan compensation |
Additional features:
- Governance guardrails: Total annual limit per director $750,000; hedging and pledging prohibited; trading only in approved windows with pre-clearance .
Other Directorships & Interlocks
| Company | Relationship to G | Potential Interlock/Conflict |
|---|---|---|
| Kenvue Inc. | External directorship (Franklin) | None disclosed; Company reports no related person transactions with directors in 2023 and none in 2024 (aside from an employee family relationship unrelated to Franklin) |
Expertise & Qualifications
- Skills matrix: Senior leadership, public board experience, finance/accounting/risk management, innovation/technology, investment expertise (Franklin has all five) .
- Board qualifications summary: “Extensive experience at large companies driving digital transformation initiatives across technology, data and analytics and service on another public company board.” .
Equity Ownership
| Date/Year | Direct Shares | RSUs Vested (Pending Issuance) | Total Beneficial Ownership | % of Outstanding Shares | Notes |
|---|---|---|---|---|---|
| Dec 31, 2023 | 13,454 | — | 13,454 | <1% | All directors in compliance with 3x cash retainer ownership guideline as of 12/31/2023 |
| Mar 25, 2025 | 13,454 | 6,707 (issuable 12/31/2025) | 20,161 | <1% | Ownership guidelines increased to 5x cash retainer; all directors except Gangestad met guideline as of 12/31/2024 (Franklin met) |
- No director options outstanding as compensation for board service as of 12/31/2024; and none unvested RSUs were outstanding for directors at year-end 2024 .
- Hedging and pledging of company securities prohibited by policy .
Insider Trades and Compliance
| Item | 2024 Status | Citation |
|---|---|---|
| Section 16(a) compliance | All required filings made for directors; one late Form 4 in 2024 was for Tyagarajan (not Franklin) | |
| Hedging/Pledging | Prohibited by insider trading policy for directors | |
| Trading windows & pre-clearance | Required for director transactions |
No specific Form 4 trade details for Franklin are disclosed in the proxy; compliance statements indicate no reported delinquencies for her in 2024 .
Compensation Committee Analysis and Shareholder Signals
- Director pay structure emphasizes equity over cash; 2024 RSU grant value increased to $210,000; FW Cook engaged to review director compensation and peer data; director ownership guideline increased from 3x to 5x cash retainer, improving alignment .
- Say-on-Pay approval remained strong: ~91% in favor at the 2024 annual meeting; prior years ~96% (2022) and ~93% (2023) .
Governance Assessment
- Committee effectiveness: Dual service on Audit and Compensation exposes Franklin to financial reporting, risk oversight, human capital/compensation governance—valuable given her data/technology background. Committees are fully independent; Audit has a designated financial expert; regular oversight of related-party transactions and compliance .
- Independence & engagement: Independent director; board and committees met frequently (2023 vs. 2024) with strong attendance metrics; board maintains independent chair and regular executive sessions—supporting robust oversight .
- Alignment: Franklin’s director equity grants are time-based RSUs with multi-year issuance cadence; updated 5x cash retainer ownership guideline and her compliance strengthen alignment with shareholders; hedging/pledging prohibition reduces misalignment risk .
- Conflicts: No related-party transactions involving Franklin disclosed in 2023 or 2024; policies mandate Audit Committee review/approval of related-party transactions and set thresholds/exclusions—mitigating conflict risk .
- Pay structure stability: Cash fees flat year-over-year ($110,000) while equity grant value increased modestly to maintain market alignment; director compensation cap of $750,000 provides a governance check against pay inflation .
- Shareholder confidence: Strong say-on-pay results and active shareholder engagement indicate constructive feedback loops; board’s governance features—proxy access, no poison pill—support investor rights .
RED FLAGS
- None observed for Franklin: no related-party issues, no hedging/pledging, no Section 16(a) delinquencies, attendance above minimum thresholds, and pay mix aligned with policy .