Smita Conjeevaram
Director at MGRC
Board
About Smita Conjeevaram
Independent director since 2021; age 63 as of April 17, 2025. CPA with >25 years in finance and prior CFO roles across investment firms; degrees in Accounting & Business Administration (Butler University, magna cum laude) and Economics (Ethiraj College). Chairs the Corporate Governance & Nominating Committee and serves on the Audit Committee at MGRC; designated an Audit Committee financial expert under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group LLC | CFO – Credit Hedge Funds; Deputy CFO – Credit Funds | 2010–2013 | Senior finance leadership in credit funds; governance exposure |
| Everquest Financial LLC | Chief Financial Officer | 2006–2009 | Strategic finance in specialty finance |
| Strategic Value Partners LLC | Chief Financial Officer | 2004–2005 | Investment firm finance leadership |
| ESL Investments, Inc. | Chief Financial Officer | Not disclosed | Hedge fund finance leadership |
| Sentinel Advisors, LLC | Chief Financial Officer | Not disclosed | Investment advisory finance leadership |
| Price Waterhouse | Manager, International Tax—Financial Services | Early career | Big 4 tax; global FS focus |
| Ernst & Young | Senior, General Tax | Early career | Big 4 tax foundation |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| SS&C Technologies Holdings, Inc. (NASDAQ: SSNC) | Director (since 2015) | Audit Committee Chair (since Nov 2022) | Board bio confirms Audit Chair |
| SkyWest, Inc. (NASDAQ: SKYW) | Director (since 2021) | Audit; Compensation; Safety & Compliance | Committee memberships and audit meetings (8 in 2024) |
| WisdomTree, Inc. (NYSE: WT) | Independent Chair of the Board (effective Jan 23, 2025) | Compensation Committee member | Appointment press release; committee page |
Board Governance
- MGRC committee assignments: Chair, Corporate Governance & Nominating Committee; member, Audit Committee; designated Audit Committee financial expert .
- Independence: Board determined all five non-employee directors, including Conjeevaram, are independent under NASDAQ and SEC rules .
- Attendance and meetings: Board met 8 times in 2024; no director under 75% threshold for Board/committee meetings; Audit Committee met 5 times; Compensation Committee met 5 times; Corporate Governance & Nominating met 2 times in 2024 .
- Executive sessions, risk oversight, and governance policies: Robust governance framework including executive sessions, recoupment policy, prohibition on hedging/pledging, and annual board self-assessment led by Corporate Governance & Nominating Chair .
Fixed Compensation
| Component | 2024 Amount | Basis/Notes |
|---|---|---|
| Annual Director Retainer (cash) | $85,000 | Standard non-employee director retainer |
| Audit Committee Member Retainer | $10,000 | Committee member fee |
| Corporate Governance & Nominating Committee Chair Retainer | $10,000 | Chair fee (raised to $15,000 in 2025/2026) |
| Total Cash Fees (2024 actual) | $105,000 | Sum of roles held by Conjeevaram |
| Meeting Fees | $0 | MGRC does not pay meeting fees |
Notes:
- 2025/2026: Corporate Governance & Nominating Chair retainer increased to $15,000; other director and committee retainers unchanged (Director $85,000; Audit Chair $25,000; Compensation Chair $18,500; Audit member $10,000; Compensation member $7,500; Corporate Governance & Nominating member $5,500) .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | Feb 24, 2023 | 1,200 | $125,112 | Vest Apr 1, 2024 | Director awards vest in full immediately prior to effective date of change in control |
| RSUs (Director annual grant) | Feb 23, 2024 | 1,000 | $124,900 | Vest Apr 1, 2025 | As above |
| RSUs (Director annual grant) | Feb 21, 2025 | 1,000 | $127,180 | Vest Apr 1, 2026 | As above |
- MGRC uses time-based RSUs (no performance metrics) for non-employee directors; grants denominated by fair value and converted to shares; annual equity grant policy and timing established by Board .
Other Directorships & Interlocks
| Area | Details | Implications |
|---|---|---|
| External board service | SS&C Audit Chair; SkyWest Audit/Compensation/Safety; WisdomTree Board Chair & Compensation member [internet sources above] | Strong governance expertise; multi-board load could present time-commitment risk, but MGRC states she has sufficient time and attention for MGRC duties . |
| Related party transactions | MGRC disclosed no related party transactions in 2024 | Low conflict exposure at MGRC. |
| Compensation Committee interlocks | Conjeevaram is not on MGRC Compensation Committee | Reduces potential interlock concerns at MGRC. |
Expertise & Qualifications
- Skills: Investment, finance, accounting, risk management; technology industry exposure; CPA; Audit Committee financial expert designation .
- Education: B.S. Accounting & Business Administration (Butler University, magna cum laude); B.A. Economics (Ethiraj College) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Shares Beneficially Owned | 5,500 | As of April 17, 2025 |
| Shares Outstanding | 24,611,329 | As of April 17, 2025 |
| Ownership as % Outstanding | ~0.022% | Derived from 5,500 / 24,611,329 |
| Director Ownership Guideline | 5,000 shares target within 5 years | MGRC Director Stock Ownership policy |
| Compliance Status | Meets/exceeds guideline (owns 5,500 shares) | Based on policy and holdings |
| Hedging/Pledging | Prohibited by policy | Insider Trading/Blackout Policy |
Insider Trades (Form 4 – More Current Than Proxy)
Source: Insider-trades skill run on MGRC for “Smita Conjeevaram”; shows a clean pattern of annual director RSU awards and scheduled vestings; no open market purchases/sales detected in 2023–2025 window [ReadFile(/tmp/insider_trades_20251120_015303.json)].
Director Compensation (2024 Actual)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Retainers aligned to roles held |
| Stock Awards (RSUs) | 124,900 | 1,000 RSUs at $124.90, granted Feb 23, 2024; vest Apr 1, 2025 |
| Total | 229,900 | 2024 non-employee director compensation |
Policy details:
- Annual director equity grants are time-based RSUs with full vesting prior to change-in-control .
- Annual grant policy and timing overseen by Board; equity granting methodology established (one annual grant date post-earnings blackout) .
Say-on-Pay & Shareholder Signals
- 2024 Say-on-Pay support historically strong; >95% support over 5 years; 2024 advisory vote approval at 97% noted in proxy overview .
- 2025 AGM voting results: Director election support for Conjeevaram — 19,906,171 For; 987,727 Withheld; broker non-votes 950,703 . 2025 Say-on-Pay: 20,167,710 For; 690,472 Against; 35,715 Abstain; 950,703 broker non-votes . 2024 AGM results similarly favorable .
Governance Assessment
- Strengths: Independent director; chair of MGRC’s Corporate Governance & Nominating; Audit Committee member and financial expert; consistent attendance; meets director ownership guideline; MGRC policies prohibit hedging/pledging and report no related party transactions in 2024 — positive alignment and low conflict profile .
- External roles: Audit Chair at SS&C; Board Chair at WisdomTree; multi-committee service at SkyWest — signals high governance competency. Time-commitment risk mitigated by MGRC’s explicit statement that she has sufficient time and attention for MGRC duties [internet sources above].
- Compensation alignment: MGRC director pay structure balanced (cash + time-based RSUs) with modest committee fees; RSUs are time-vested with standard change-of-control acceleration; no meeting fees, suggesting discipline in director pay .
- RED FLAGS: None observed at MGRC in 2024 for related-party transactions; insider activity limited to scheduled RSU grants/vestings; no pledging/hedging permitted by policy [ReadFile(/tmp/insider_trades_20251120_015303.json)].
Appendix: MGRC Board Structure and Policies
- Corporate Governance Overview and practices (independent Chair, executive sessions, recoupment, insider trading policy) .
- Committee charters and functions (Audit, Compensation, Corporate Governance & Nominating) .
Citations:
- MGRC DEF 14A (Apr 22, 2025):
- MGRC 8-K Item 5.07 (Jun 5, 2025):
- MGRC DEF 14A (Oct 30, 2024):
- MGRC 8-K Item 5.07 (Dec 16, 2024):
- SS&C Technologies board profile and proxy:
- SkyWest DEF 14A:
- WisdomTree governance and press release:
- Insider-trades data: [ReadFile(/tmp/insider_trades_20251120_015303.json)]