Sanjay Hinduja
QUAKER CHEMICALAbout Sanjay Hinduja
Independent director at Quaker Houghton (KWR), age 60, serving since 2019 and currently a member of the Governance Committee. Career spans leadership of Gulf Oil International and multiple Hinduja Group affiliates; he chaired Houghton International Inc. prior to its 2019 combination with Quaker Chemical Corporation. KWR’s proxy lists him as independent and highlights expertise in governance, global organizational development, strategic planning, accounting/finance, financial reporting, risk assessment, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Oil International Limited | Chairman | Feb 2001–present | Led global strategy and expansion for Gulf Oil |
| Hinduja Group of Companies | Executive | Jan 1988–present | Senior leadership across group companies |
| Gulf Oil Corporation Limited | Non-Executive Chairman | Aug 2005–Sept 2014 | Oversight role |
| Houghton International Inc. | Chairman | Jan 2013–2019 | Chaired legacy Houghton until its combination with Quaker Chemical (2019) |
| Gulf Oil Philippines Inc. | Director | Jul 1999–Jun 2021 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gulf Oil International Middle East Ltd.; Gulf Oil Middle East Ltd.; Sangam Ltd.; Gulf Oil Marine Ltd. | Director | Not disclosed | Ongoing board roles across affiliates |
| Gulf Oil Lubricants India Limited | Chairman | Not disclosed | Leadership role at India-based lubricant company |
| Hinduja Foundation UK | Trustee | Not disclosed | Oversees philanthropic activities |
| Current public company boards | None | — | Proxy states “None” (past five years: “None”) |
Board Governance
- Committee assignments: Governance Committee member; not a chair. 2024 committee meeting cadence: Governance (3), Audit (6), Compensation & HR (5), Sustainability (4); Board held 5 regular and 2 special meetings in 2024 .
- Attendance: Each director attended at least 75% of required Board and committee meetings in 2024 except Mr. Seshasayee (temporary illness); Hinduja met the attendance expectation. All directors (except Mr. Seshasayee) attended the 2024 annual meeting of shareholders .
- Independence: Listed as “Independent.” Key skills include governance, organizational development/global organizations, strategy/M&A; no public company boards in past five years .
- Investor support: Re-elected at the 2025 annual meeting with 15,484,202 votes “For,” 729,942 “Against,” 10,535 “Abstain,” and 457,892 broker non-votes, indicating strong support .
- Hedging policy: Directors, officers, and employees are prohibited from hedging, short sales, and trading in options on company stock per Insider Trading Policy filed as Exhibit 19 to Form 10-K .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $85,000 | Regular director cash retainer (no chair premium) |
| Committee chair retainer (if applicable) | $0 | Governance Committee chair retainer is $12,500; Hinduja is not chair |
| All Other Compensation | $612 | Dividends on unvested time-based restricted stock awards |
| Total | $215,459 | Sum of components |
- Chair retainers (policy reference): Audit $20,000; Compensation & HR $15,000; Governance $12,500; Sustainability $12,500. Lead Director: $20,000; Non-executive Chair: $100,000 (consulting agreement for Mr. Douglas at $100,000 in 2025) .
Performance Compensation
| Component | Amount (USD) | Structure | Vesting/Metric Details |
|---|---|---|---|
| Stock Awards | $129,847 | RSUs under LTIP | Board shifted to granting RSUs for equity portion in 2024–2025; no director performance metrics disclosed |
- No director-specific performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director equity; RSUs are time-based under LTIP, with dividend treatment transitioning as RSUs replaced common shares for the equity retainer in 2024–2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Interlocks | Affiliation with Gulf Hungary/QH Hungary, which collectively own 21.0% of KWR shares; several tranches pledged as collateral (see Related Party & Ownership) |
Expertise & Qualifications
- Governance; organizational development/global organizations; strategic planning; accounting/finance; financial reporting; risk assessment; M&A; continuing education via private company boards .
- Board skills matrix confirms competencies in senior leadership, accounting/finance, risk assessment, governance, strategy/acquisitions, and global organizational development .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|
| Sanjay Hinduja | 3,252 | <1% | Sole voting/dispositive power; affiliated with Gulf Hungary, which (with QH Hungary) owns 21% |
| Gulf Hungary & QH Hungary (beneficial owners) | 3,715,129 | 21.0% | Pledged shares: 2,123,167 to Citigroup Global Markets, Inc.; 1,168,730 to Citibank N.A.; 418,215 to Royal Bank of Canada; 5,017 in escrow at Citibank N.A. |
- Director Stock Ownership Plan: Independent directors must own ≥500% of annual retainer divided by prior-year average closing price; if below Threshold Amount, 75% of annual cash retainer is paid in shares. Election up to 100% stock allowed. Compliance status for Hinduja not explicitly stated in the proxy .
Governance Assessment
- Strengths: Independent status; Governance Committee membership; ≥75% meeting attendance; strong shareholder re-election support (15.48M for vs. 0.73M against); anti-hedging policy; structured director ownership plan promoting alignment .
- Compensation mix: Balanced cash and time-based RSU equity ($85,000 cash; $129,847 equity; $612 other) indicating alignment without performance gaming; no option awards or short-term meeting fees disclosed .
- Shareholder sentiment: 2025 Say-on-Pay passed with 15,656,914 “For,” 559,078 “Against,” 8,687 “Abstain” (broker non-votes 457,892), signaling broad support for compensation practices .
- Related-party exposure: RED FLAG — Hinduja is affiliated with Gulf Hungary, a 21% holder with significant shares pledged to Citi/RBC; pledging at the controlling shareholder level can introduce refinancing or forced-sale risks that may affect governance dynamics and investor confidence .
- Legacy transactions: Hinduja and his family owned ~98.7% of Houghton pre-2019 combination; ongoing escrow to secure indemnification rights; no escrow releases in 2024. The Board has a policy requiring Governance Committee review of related-party transactions ≥$50,000, mitigating conflict risk .
- Engagement: Company conducted outreach with holders of >70% of free float, largest shareholder, and other stakeholders in 2024, with governance and executive compensation as key topics, suggesting active oversight context for directors including Hinduja .