Kalpana Desai
JANUS HENDERSON GROUPAbout Kalpana Desai
Independent non‑executive director of Janus Henderson Group plc since 2017; age 57. Chair of the Governance & Nominations Committee and member of the Audit Committee; designated an “audit committee financial expert” under SEC rules. Education includes BS in Economics (LSE), Chartered Accountant (PwC London; Fellow of ICAEW), and Harvard Business School Corporate Director Certificate. Career highlights: Chief Executive, Macquarie Capital Asia (2009–2013); senior M&A leadership at Bank of America Merrill Lynch in Hong Kong (1998–2009); member, Hong Kong SFC Takeovers and Mergers Panel; prior roles at BZW and Schroder Wagg; Director, UK Government Investments (since Sept 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macquarie Capital Asia | Chief Executive | 2009–2013 | Led Asian investment banking and principal investment; oversight of risk mgmt, compliance, reporting across 13 countries |
| Bank of America Merrill Lynch (Hong Kong) | Head APAC M&A; Managing Director (since 2000) | 1998–2009 | Led complex, transnational M&A; equity/debt transactions |
| Hong Kong SFC Takeovers & Mergers Panel | Member | 2007–2014 | Public markets takeover oversight experience |
| Barclays de Zoete Wedd; J. Henry Schroder Wagg | Corporate Finance roles | London/Hong Kong (years not specified) | Investment banking/corporate finance experience |
| PricewaterhouseCoopers (London) | Financial Services Consulting; Chartered Accountant | Qualified 1991 | Accounting, audit and controls foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UK Government Investments | Director | Sept 2022–present | UK government’s corporate finance and governance center |
| Pacific Basin Shipping Limited (HKEX: 2342) | Non‑executive director | Current | Public company governance experience |
| Canaccord Genuity Group Inc. (TSX: CF) | Director | 2013–2019 | Capital markets governance |
Board Governance
- Committee assignments and attendance
- Governance & Nominations Committee: Chair; 4 meetings in 2024; 100% attendance; all members independent .
- Audit Committee: Member; 6 meetings in 2024; 100% attendance; board determined Desai is financially literate; Audit Committee financial expert .
- Board meetings and engagement
- Board held 6 meetings in 2024; overall director attendance at Board meetings was 100% . Each director attended at least 94% of combined Board and relevant committee meetings; all directors attended the 2024 AGM in person; independent directors met in executive session at each regular Board meeting .
- Independence: Board affirmatively determined all directors other than CEO are independent under NYSE standards; all standing committee members are independent .
- Chair structure: Independent Chair (John Cassaday); executive sessions at each regular meeting .
- Related party oversight: Audit Committee reviews and approves related party transactions under policy; oversees CSR/climate disclosures controls .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Basis/Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Board member cash fee per policy |
| Committee membership fees | $30,000 | $15,000 per committee; Desai serves on two committees (GNC, Audit) |
| Committee chair fee | $20,000 | “Other Committee Chair” fee; Desai is GNC Chair |
| Total cash fees | $150,000 | As reported in director compensation table |
| Annual stock award (RSUs) grant‑date fair value | $150,008 | Director equity award value for 2024/2025 |
Notes: Non‑exec director fee schedule (Chair: $250k cash/$285k stock; Board members: $100k cash/$150k stock; Audit Chair: $40k; Other Committee Chair: $20k; Per Committee: $15k); stock awards paid in fully vested shares or RSUs; fees prorated as applicable .
Performance Compensation
| Grant Date | Instrument | Number of RSUs Outstanding (12/31/24) | Fair Value per Share | Vesting Schedule | Award Value |
|---|---|---|---|---|---|
| May 3, 2024 | RSUs | 4,579 | $32.76 (FMV; avg high/low) | 1‑year vesting | $150,008 |
| Performance Metric | Applies to Director Equity Grants? | Notes |
|---|---|---|
| Financial/TSR/ESG metrics | None for non‑exec director RSUs | 2024 director RSUs are time‑based (1‑year); no performance conditions disclosed |
Other Directorships & Interlocks
| Company | Market | Role | Period |
|---|---|---|---|
| Pacific Basin Shipping Limited | HKEX: 2342 | Director | Current |
| Canaccord Genuity Group Inc. | TSX: CF | Director | 2013–2019 |
- Outside board limits: Directors generally limited to ≤3 other public company boards; Audit Committee members to ≤2 other public company audit committees; Board monitors compliance—directors are compliant .
Expertise & Qualifications
- Strategy & M&A: Extensive leadership of complex cross‑border transactions (Merrill Lynch APAC M&A; Macquarie Capital Asia) .
- International operating oversight: Risk, compliance, reporting, governance across 13 Asian countries .
- Financial & audit: Accounting standards, financial reporting; qualifies as SEC “audit committee financial expert” .
- Public sector governance: Director at UK Government Investments .
- Education & credentials: LSE Economics; Chartered Accountant; HBS Corporate Director Certificate .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 25,398 shares; less than 1% of outstanding (157,557,812 shares) |
| Unvested RSUs outstanding (12/31/24) | 4,579 RSUs |
| Director stock ownership guideline | $400,000 within 5 years; Desai has satisfied guideline (exceptions listed do not include Desai) |
| Hedging/pledging | Prohibited for directors under Share Trading Policy; no pledging disclosed |
Governance Assessment
- Board effectiveness and engagement: Chair of GNC and Audit Committee financial expert; perfect committee attendance; strong Board/committee evaluation process led by GNC with external facilitator in 2025; robust orientation and continuing education—signals disciplined oversight .
- Independence and conflicts: Board affirmed independence; no Desai‑specific related‑party transactions requiring disclosure; Audit Committee oversees related party transactions rigorously .
- Alignment and incentives: Meets stock ownership guideline; RSU grants are modest, time‑based with 1‑year vesting; Share Trading Policy bans hedging/pledging—favorable alignment signal .
- Shareholder sentiment: Strong say‑on‑pay support in 2024 (98.7% approval), indicative of confidence in compensation governance framework overseen by Board committees .
RED FLAGS
- None observed specific to Desai: no attendance shortfalls, no pledging, no related‑party transactions disclosed for her, no tax gross‑ups in director program .
