Nandita Bakhshi
QUAKER CHEMICALAbout Nandita Bakhshi
Independent director of Quaker Houghton (Quaker Chemical Corporation, KWR), age 66, appointed July 31, 2024, with current term expiring in 2026. She serves on the Audit and Sustainability Committees and has a diversified financial services background (former CEO of Bank of the West; Co-CEO, BNP Paribas USA) with expertise spanning finance, risk, cybersecurity/digital transformation, M&A, and sustainability; she is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Financial Group | Special Advisor | Feb 2023–Dec 2023 | Advisory capacity supporting banking operations |
| Bank of the West | President & Chief Executive Officer | Mar 2016–Feb 2023 | Led retail/commercial banking; M&A integration and digital initiatives |
| BNP Paribas USA, Inc. | Co-Chief Executive Officer | Mar 2016–Feb 2023 | Oversight of US operations; governance and risk |
| TD Bank | Head of US Consumer Bank; Group Head of Direct Channels | Mar 2009–Feb 2016 | Consumer growth and direct banking channels |
| Washington Mutual | Head of Products and Payments | Mar 2006–Sep 2008 | Product strategy and payments |
| First Data | Head of Mobile Commerce | Mar 2004–Mar 2005 | Mobile commerce initiatives |
External Roles
| Organization | Role | Tenure | Committees (if disclosed) |
|---|---|---|---|
| Beyond Meat, Inc. (NYSE: BYND) | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member and Sustainability Committee member as of July 31, 2024 .
- Chair roles: None for Ms. Bakhshi; current chairs include Fay West (Audit), William H. Osborne (Comp & HR), Mark A. Douglas (Governance), Jeffry D. Frisby (Sustainability) .
- Independence: Board determined she is independent; no material relationship with the Company .
- Attendance: In 2024, each director met the ≥75% attendance threshold for Board and committee meetings held during their service period, except one director (Seshasayee) due to a temporary illness; Ms. Bakhshi was appointed July 31, 2024 and met attendance expectations .
- Board structure: Lead Independent Director is Jeffry D. Frisby; non-employee directors meet in executive session regularly; independent-only sessions held at least annually .
- Overboarding: Company policy limits to four other public boards (non-CEO); Ms. Bakhshi serves on one other public board (BYND), within guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-management directors; prorated for mid-year appointments |
| Equity (RSUs) annual grant | $130,000 | Time-based RSUs; vests in single installment one year from issuance |
| Committee membership fees | Audit: $10,000; Sustainability: $5,000 | Based on committee service; Ms. Bakhshi serves on both |
| Committee chair retainers | Audit: $20,000; Comp & HR: $15,000; Governance: $12,500; Sustainability: $12,500 | Not applicable to Ms. Bakhshi (not a chair) |
| FY2024 actual director pay (cash) | $79,167 | Prorated due to 7/31/2024 start; partial retainer delivered as shares per plan |
| FY2024 actual director pay (stock awards, grant-date fair value) | $108,216 | RSUs under LTIP |
| FY2024 total | $187,383 | Sum of cash and stock |
Performance Compensation
- Directors receive time-based RSUs (no performance metrics); annual RSU grant vests in a single installment one year from issuance, contingent on continued Board service .
- No director meeting fees or performance-conditioned equity are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to KWR | Potential Interlocks/Conflicts |
|---|---|---|
| Beyond Meat, Inc. | No related-party transactions disclosed; Ms. Bakhshi is independent | No interlocks or conflicted transactions disclosed involving Ms. Bakhshi |
Expertise & Qualifications
- Senior leadership (former public-company bank CEO); global organizations; strategy/M&A; accounting/finance and financial reporting; cybersecurity/digital transformation; environmental/sustainability initiatives .
- Board skills matrix shows her capabilities in senior leadership, governance, strategy/acquisitions, technology/science, and environmental matters .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|
| Nandita Bakhshi | 277 | <1% | Received 277 shares in lieu of cash retainer upon appointment (valued at $180.225/share for $49,922) per Director Stock Ownership Plan mechanics |
| Director stock ownership guidelines | Threshold = 500% of annual retainer ÷ prior-year average closing price | N/A | If below threshold, 75% of cash retainer delivered in stock; directors may elect higher stock percentages |
| Hedging/pledging | Prohibited for directors; insider trading policy applies | N/A | Aligns director interests with shareholders |
| RSU vesting | Annual RSUs vest after one year in a single installment | N/A | Equity aligns with long-term service |
Governance Assessment
- Board effectiveness: Appointment to Audit and Sustainability aligns with her financial reporting, risk, cyber, and ESG experience; independence confirmed—positive for investor confidence .
- Compensation/ownership alignment: Standard KWR mix of cash plus time-based RSUs with prorated onboarding; RSUs and stock retainer mechanics promote ownership build for newer directors .
- Attendance/engagement: Met ≥75% threshold in 2024 while in office, consistent with Board expectations; Audit Committee report includes her as an active member—engagement signal .
- Conflicts/related parties: No related-party transactions disclosed involving Ms. Bakhshi; independence reaffirmed—no evident conflicts .
- RED FLAGS: None disclosed for Ms. Bakhshi (no low attendance, no conflicts, no pay anomalies); note overall Board review and related-party oversight via Governance and Audit Committees .
- Shareholder sentiment: Say-on-pay approved ~97% in 2024, indicating constructive governance environment supporting Board credibility .