Kalpana Raina
Information Services GroupAbout Kalpana Raina
Kalpana Raina (age 69) is an independent director of Information Services Group (III), serving since August 2009. She is Managing Partner of 252 Solutions, LLC and previously was a senior executive at The Bank of New York; the Board has determined she qualifies as an audit committee financial expert. Her tenure on III’s board is 16+ years with full independence under Nasdaq rules and 100% meeting attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of New York | Executive Vice President; Head of European Country Management & Corporate Banking; previously EVP, International (Mumbai) | 18 years (joined 1989) | Led client coverage across media, telecom, healthcare, retail, hotels & leisure, financial services in Asia, Europe, and U.S. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 252 Solutions, LLC | Managing Partner | Current | Strategic development and implementation advisory |
| Yellow Pages Limited (TSX:YLO) | Director | Until 2021 | Served on Nominating & Corporate Governance and Audit Committees |
| John Wiley & Sons (NYSE: JW.A/JW.B) | Director | Until Dec 2017 | Board service; committee roles not specified |
| Professional Networks | Member | Ongoing | Women Corporate Directors; National Association of Corporate Directors; past member, U.S.-India Business Council |
Board Governance
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 4 | 100% attendance |
| Compensation | Member | 4 | 100% attendance |
| Nominating & Corporate Governance | Member | 2 | 100% attendance |
- Independence: Board affirmatively determined Raina (and all committee members) are independent under Nasdaq and SEC rules .
- Financial expertise: Raina qualifies as an “audit committee financial expert” under SEC rules .
- Board meeting cadence: Board held six meetings in 2024; independent directors hold regular executive sessions .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual cash retainer | $60,000 (non-employee director) |
| Committee chair fee | $0 (not a chair; Audit Chair and Lead Independent Director receive $75,000) |
| Equity grant (RSUs) | $125,000 grant-date fair value (fixed value program for all non-employee directors) |
| Grant date / units | December 10, 2024; 33,602 RSUs granted; vest over three years (equal installments) |
Program notes (applies to all non-employee directors):
- Cash retainers as above; RSUs with fixed $125,000 value each year; vest over three years; accelerated vesting on change in control or death/disability .
- No meeting fees disclosed .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based awards | None disclosed for non-employee directors; RSUs are time-based (no performance metrics) |
Other Directorships & Interlocks
| Company | Relationship to III | Potential Interlocks/Conflicts |
|---|---|---|
| Yellow Pages Limited | Former directorship | None disclosed with III customers/suppliers; served on Audit and Nominating & Governance |
| John Wiley & Sons | Former directorship | None disclosed with III customers/suppliers |
| 252 Solutions, LLC | Private advisory firm | No related-party transactions requiring approval in 2024–2023 |
Expertise & Qualifications
- Global banking and corporate banking leadership (Asia/Europe/U.S.) with sector breadth (media, telecom, healthcare, retail, leisure, financial services) .
- Audit committee financial expert under SEC rules .
- Governance experience on public company boards and key committees (Audit; Nominating & Governance) .
- Active in governance networks (WCD, NACD) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 318,404 shares; less than 1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 61,085 RSUs |
| Shares outstanding (reference) | 48,255,149 shares (as of 2/25/2025) |
| Ownership guidelines | Non-employee directors must hold ≥5x annual cash retainer; all directors in compliance or on pace as of 2/25/2025 |
| Hedging/Pledging policy | Anti-hedging policy prohibits hedging and similar derivatives; insider trading policy governs trading windows |
Governance Assessment
- Strengths: Independence; audit committee financial expertise; 100% attendance; equity-aligned compensation with ownership guidelines; robust anti-hedging and clawback policies; no related-party transactions disclosed in 2024–2023 .
- Compensation mix: Majority equity via annual RSU grant ($125,000) versus $60,000 cash, aligning interests with shareholders .
- Shareholder signals: Say-on-pay (executive) received 96% approval in 2024; indicates supportive governance environment .
- Watch items / red flags: None disclosed specific to Raina (no pledging/hedging, no related-party transactions, no attendance issues) .