Vijaya Kaza
About Vijaya Kaza
Vijaya V. Kaza (age 53) is an independent director of Heidrick & Struggles (HSII), appointed September 19, 2024, and serves on the Audit & Finance Committee. She is Chief Security Officer & VP Engineering – Trust & Safety at Airbnb (Nasdaq: ABNB) since 2019, with prior senior roles at Lookout, FireEye, and Cisco; her expertise spans AI/ML, cybersecurity, SaaS/cloud security, and product development, aligning with HSII’s technology-focused board skills matrix . The Board determined Kaza is independent under HSII’s Director Independence Standards and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. (Nasdaq: ABNB) | Chief Security Officer & VP Engineering – Trust and Safety | 2019–Present | Leads trust/safety engineering; deep AI/ML and cybersecurity expertise cited in HSII qualifications |
| Lookout Inc. | Chief Development Officer | 2017–2019 | Drove product development at mobile security firm |
| FireEye Inc. | SVP, Cloud Products & Engineering | 2015–2017 | Led cloud product/engineering in cybersecurity |
| Cisco Systems Inc. (Nasdaq: CSCO) | Engineering Executive, Security Business Group | 1998–2015 | Long-tenured security leadership within major tech platform |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Airbnb, Inc. (Nasdaq: ABNB) | Chief Security Officer & VP Engineering – Trust and Safety | 2019–Present | Current operating role; no HSII-related transactions disclosed in proxy |
Board Governance
- Committees: Audit & Finance Committee (member)
- Audit & Finance Committee chair succession: Timothy Carter to assume AFC Chair effective April 14, 2025; 2024 AFC Chair was Willem Mesdag .
- Attendance: Board held six meetings in 2024; all directors met at least 75% attendance of Board and committee meetings during their tenure; all directors attended the 2024 annual meeting . Proxy summary notes directors attended 99% of meetings in 2024 .
- Independence: Board determined Kaza (and all non-employee directors serving in 2024) are independent .
- Executive sessions: Regular executive sessions for independent directors; CEO may attend committee meetings only by invitation and is excluded from executive sessions .
- AFC qualifications: All AFC members meet heightened SEC/Nasdaq independence and financial sophistication standards; Berisford, Carter, Mesdag are designated “audit committee financial experts” (Kaza not designated as such) .
| Committee | Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit & Finance Committee (AFC) | Member | Willem Mesdag (2024); Timothy Carter effective Apr 14, 2025 | 6 |
| Human Resources & Compensation Committee (HRCC) | Not listed | Elizabeth L. Axelrod (Chair) | 8 |
| Nominating & Board Governance Committee (NGC) | Not listed | Stacey Rauch (Chair) | 5 |
Fixed Compensation (Non-Employee Director – 2024)
| Item | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $25,435 | Pro rata from appointment on Sep 19, 2024 |
| Equity grant (grant date fair value) | $101,085 | Pro rata RSUs; grant on Sep 27, 2024 |
| Total | $126,520 | All other compensation $0 |
| Standard Board retainer policy | $90,000 annual retainer (effective May 23, 2024) | NGC review; consultant Semler Brossy |
| Chair retainers (policy) | AFC Chair $30,000; HRCC Chair $30,000; NGC Chair $20,000; Board Chair $125,000 (increased May 2024) | Kaza not a chair |
Performance Compensation (Director Equity Structure)
| Element | Details | Metrics/Vesting |
|---|---|---|
| 2024 Annual equity (pro rata) | 2,687 RSUs granted Sep 27, 2024; value pro-rated at closing price $37.62 | RSUs remain unvested until director retires from Board; time-based, not performance-based |
| 2025 Annual equity | 3,465 shares of Common Stock awarded May 22, 2025 (Form 4) | Common stock award; no performance metrics disclosed for director equity |
HSII’s non-employee director equity program allows directors to elect RSUs or common stock; RSUs vest upon retirement, signaling tenure alignment rather than performance-tied pay . No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Kaza in HSII’s 2025 proxy director biography |
| Potential interlocks/conflicts | Board independence affirmed; NGC/AFC oversee related-party transactions and disclosure |
Expertise & Qualifications
- Over two decades in technology with leadership in AI/ML, cybersecurity, SaaS/cloud security, and product strategy; brings digital transformation and product development experience suited to HSII’s strategy .
- Board skills matrix emphasizes technology/digital, product strategy, information security/cybersecurity, financial literacy, and risk management across directors; Kaza’s profile fits these domains .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent Outstanding | Vested vs Unvested Detail |
|---|---|---|---|
| March 27, 2025 | 2,687 | <1% | Includes 2,687 RSUs that vest upon termination of Board service |
| May 27, 2025 (post 2025 grant) | 6,152 (post-transaction position per Form 4) | <1% (implied) | Position after 3,465-share award on May 22, 2025; direct ownership “D” |
- Director Stock Ownership Guidelines: Non-employee directors must own 5× annual cash retainer within three years; as of March 27, 2025, all non-employee directors have satisfied or are on track to comply .
- Hedging/Pledging: Prohibited for officers, directors, and employees under HSII policy (no margin accounts, pledging, or hedging transactions) .
Insider Trades (Forms 3/4)
| Filing Date | Transaction Date | Form | Type | Quantity | Price | Post-Transaction Owned | Link |
|---|---|---|---|---|---|---|---|
| Sep 30, 2024 | Sep 19, 2024 | 3 | Initial statement of beneficial ownership | — | — | — | |
| Oct 1, 2024 | Sep 27, 2024 | 4 | Award (A) – Common Stock/RSUs | 2,687 | $0 | 2,687 | |
| May 27, 2025 | May 22, 2025 | 4 | Award (A) – Common Stock | 3,465 | $0 | 6,152 |
Governance Assessment
- Board effectiveness: Kaza strengthens HSII’s AFC with cybersecurity and AI/ML expertise, relevant to oversight of financial reporting, compliance, and cyber risk; AFC explicitly oversees cybersecurity and related-party disclosure . Attendance across the Board was strong in 2024 (99% overall; six Board meetings), supporting engagement .
- Independence and conflicts: Independence affirmed; related-party transactions are reviewed and routed through NGC/AFC; no Kaza-specific related-party exposure disclosed in the proxy .
- Incentive alignment: Director pay mixes cash retainer and annual equity; RSUs vest upon retirement, encouraging tenure alignment but not tied to performance metrics (no TSR/financial KPIs for directors), a typical market practice but offers limited pay-for-performance linkage for non-employee directors .
- Ownership signals: Pro rata 2024 grant and full-cycle 2025 award increased her ownership; HSII’s strict anti-hedging/pledging policy and 5× retainer ownership guideline underpin alignment; directors are on track to comply .
- Red flags: No director-specific legal proceedings, hedging/pledging, option repricing, or related-party transactions disclosed; AFC maintains robust oversight with independent auditor (RSM) reappointed and internal controls reviewed under SOX frameworks .