Nirupam Sinha
About Nirupam Sinha
Nirupam Sinha, 41, was appointed Chief Financial Officer (CFO) of Heidrick & Struggles (HSII) effective January 6, 2025; he serves as the company’s principal financial officer and principal accounting officer . He holds a B.A. in Political Science from Yale University and an MBA from The Wharton School, and previously led large finance organizations across professional services, financial services, and technology, including a >200-person team at Checkout.com . HSII delivered 2024 consolidated net revenue of $1,098.6 million, Adjusted EBITDA of $111.2 million, and Adjusted EBITDA margin of 10.1% ; for the 2022–2024 PSU cycle (pre‑Sinha), HSII achieved a 3‑year Adjusted Operating Margin of 11.4% and a 95th percentile relative TSR outcome versus HR & Employment Services peers, resulting in 192.3% vesting for eligible executives . Sinha’s one‑time PSU grant vests only upon meeting multi‑year stock price hurdles, directly linking his realized pay to sustained shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Checkout.com | CFO | Feb 2023–Jan 2025 | Oversaw Accounting, Treasury, Tax, FP&A, IR, Strategy; led >200 team |
| Checkout.com | SVP, Corporate Finance & Strategy | Nov 2021–Feb 2023 | Senior finance/strategy leadership at global regulated payments firm |
| T. Rowe Price | Global Head of Product | May 2021–Nov 2021 | Led product; senior finance and strategy roles |
| T. Rowe Price | VP in CFO Group | Sep 2018–May 2021 | Senior finance roles; corporate finance leadership |
| McKinsey & Company | Consultant/Leader, Financial Services Practice (multiple stints) | 2005–2018 | Financial Services and Corporate Business Functions Practices |
| Serent Capital | Investor | Not disclosed | Private equity investing experience |
External Roles
- None disclosed in HSII filings for public company directorships or committee roles .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base salary | $600,000 | Per Executive Offer Letter Agreement, effective Jan 6, 2025 |
| Target annual bonus | 100% of base salary | Under MIP; HRCC‑set goals each year |
| Annual LTI target (2025) | $900,000 | Performance‑based awards set annually by HRCC |
| Sign‑on cash | $250,000 | Subject to repayment if Sinha resigns or is terminated for cause within two years |
Performance Compensation
One-Time PSU Award (Grant date: Jan 6, 2025)
| Item | Detail |
|---|---|
| Award type | Performance Stock Units (PSUs) |
| Number of PSUs | 13,250 |
| Grant date fair value | $600,000 |
| Share price basis | $45.28 per share (30‑day average pre‑grant) |
| Vesting cadence | Three equal increments, contingent on hurdle attainment and continuous employment; vesting dates aligned to Mar 8 in 2026–2028 |
| Special term | If closing stock price at grant ≥ $46.32, the first hurdle tranche vests time‑based on Mar 8, 2026 (employment condition) |
| Hurdle mechanism | Closing price must meet/exceed hurdle for ≥30 consecutive trading days during the performance period |
| Performance Period | Stock Price Hurdle | Target Stock Price | Vesting Date |
|---|---|---|---|
| Mar 9, 2025–Mar 8, 2026 | 150% | $46.32 | Mar 8, 2026 |
| Mar 9, 2026–Mar 8, 2027 | 175% | $54.04 | Mar 8, 2027 |
| Mar 9, 2027–Mar 8, 2028 | 200% | $61.76 | Mar 8, 2028 |
Annual incentive (MIP) metrics for Sinha’s 2025 plan are set annually by the HRCC; specific metric weights/targets for 2025 were not disclosed in filings .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 27, 2025) | 0 shares | “—” listed in proxy beneficial ownership table |
| Ownership % of outstanding | <1% | Company had 20,625,184 shares outstanding as of the record date; individual % shown as “* <1%” in table |
| Unvested equity | 13,250 PSUs | One‑time price‑hurdled PSU grant unvested; three equal tranches 2026–2028 |
| Stock ownership guidelines | 2× base salary for NEOs | Must retain 50% of net after‑tax shares from RSU/PSU vesting until guideline met; options/PSUs do not count |
| Hedging/pledging | Prohibited | No margin accounts, no pledging, no hedging of HSII securities |
Employment Terms
| Provision | Terms |
|---|---|
| Offer Letter Agreement | Effective Jan 6, 2025; base $600k, target bonus 100% of base, 2025 LTI target $900k, one‑time $600k PSU grant, $250k sign‑on cash with repayment terms |
| Plans participation | MIP; Change in Control (CIC) Severance Plan; vacation/benefits at senior executive level |
| Severance (non‑CIC) | Eligible for Tier I under the Management Severance Pay Plan if terminated without cause; non‑compete/non‑solicit provisions increased to 12 months for NEOs in Apr 2022 |
| CIC Plan economics | Lump sum = (base salary + target bonus) × 2.0 for NEOs; prorated target bonus; double‑trigger equity vesting (PSUs vest based on performance as of CoC date); up to 1 year health benefits; legal fee reimbursement; no excise tax gross‑ups (cut‑back or pay‑full election) |
| Restrictive covenants | Customary restrictive covenants; CIC Plan includes non‑compete/non‑solicit and client restrictions for a period post‑termination |
| Clawbacks | Standalone Dodd‑Frank policy (no‑fault restatement recovery, 3‑year lookback, executive officers) and Misconduct policy (fraud/bribery/illegal misconduct, broader coverage) |
| Insider trading | Policy prohibits hedging/pledging; blackout conduct described; full text available on investor website |
Performance & Track Record
- CFO Checkout.com: Oversaw Accounting, Treasury, Tax, FP&A, IR, Strategy with >200 team; brings tested leadership in transforming finance functions and scaling growth across sectors .
- Senior roles at T. Rowe Price: Global Head of Product (May–Nov 2021) and VP in the CFO Group (Sep 2018–May 2021) .
- McKinsey & Company: Multiple stints from 2005–2018 in Financial Services Practice and Corporate Business Functions .
- Education: Yale (B.A.), Wharton (MBA) .
Compensation Structure Notes (alignment signals)
- Emphasis on variable pay and long‑term vesting; annual payout caps at 200% of target; double‑trigger equity vesting under CIC; no excise tax gross‑ups .
- One‑time PSUs link payout to sustained stock price performance over 2026–2028, requiring 30 consecutive trading days above hurdles .
- Robust clawbacks cover Dodd‑Frank restatement recovery and misconduct, and strict prohibitions on hedging/pledging .
Investment Implications
- Alignment: Sinha’s one‑time PSUs hinge on multi‑year stock price hurdles ($46.32/$54.04/$61.76) and three‑year vesting cadence, tightly coupling realized pay with shareholder returns . Stock ownership guidelines (2× salary) and 50% net‑share retention further reinforce alignment, while hedging/pledging prohibitions mitigate misalignment risk .
- Retention: Sign‑on cash carries repayment risk if early departure; PSUs vest 2026–2028 and require continued employment, indicating strong retention incentives .
- Change-of-control economics: Tier I severance and CIC protections (2.0× base+target bonus; double‑trigger equity vesting; health benefits; no gross‑ups) are standard‑market and reduce executive flight risk during strategic events without adding shareholder‑unfriendly tax gross‑ups .
- Execution risk: As a new CFO (effective Jan 2025), Sinha’s impact will be measured against HSII’s stated pay‑for‑performance framework and 2025 MIP goals set by HRCC; specific metric weights/targets for his 2025 MIP were not disclosed . The price‑hurdled PSU design creates clear trading signals around hurdle attainment windows and vesting dates (Mar 8, 2026/27/28) .