Arun Nayar
About Arun Nayar
Arun Nayar, age 74, is an independent Class III director of Mastech Digital (MHH) since August 12, 2024, and currently chairs the Audit Committee. He is a former EVP & CFO of Tyco International (2012–2015), a Fellow Chartered Accountant (ICAEW), and is designated by the Board as an “audit committee financial expert” . He is independent under NYSE American standards; during 2024 he attended 100% of Board/committee meetings held during his term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyco International | EVP & Chief Financial Officer | Jan 2012 – Dec 2015 | Large-cap CFO experience; finance and controls leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| GFL Environmental Inc. (NYSE: GFL) | Director | Jun 2018 | Current public company directorship |
| Amcor PLC (NYSE: AMCR) | Director | Jun 2019 | Current public company directorship |
| McKinsey & Company | Senior Advisor | May 2016 | Advisory role |
| ServiceNow, Inc. (NYSE: NOW) | Global Advisory Council | Aug 2022 | Advisory role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Board determined all current directors other than Wadhwani, Trivedi, Patel are independent) |
| Board tenure | Director since Aug 12, 2024 (Class III; term expires 2026) |
| Committee assignments | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Financial expert | Designated “audit committee financial expert” |
| Meeting attendance (2024) | Board met 8x; Audit 5x; Compensation 4x; Nominating 3x. Each director/committee member attended 100% during their term |
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer (pre-7/1/2024) | $65,000 | Prior structure for independent directors |
| Annual cash retainer (effective 7/1/2024) | $75,000 | New structure effective mid-2024 |
| Committee chair fees (effective 7/1/2024) | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $5,000 | Nayar is Audit Chair (eligible for $15,000 on a prorated basis in 2024) |
| 2024 cash actually paid to Nayar | $31,250 | Prorated from Aug 12, 2024 start |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Aug 12, 2024 | Restricted Shares (Annual/Prorated) | 3,506 | $32,500 | Not specified; outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Company | Ticker | Role | Independence/Interlocks |
|---|---|---|---|
| GFL Environmental Inc. | GFL | Director | Current external public directorship |
| Amcor PLC | AMCR | Director | Current external public directorship |
| Notes | — | — | Compensation Committee disclosed no Item 404 related-person relationships for members (includes Nayar) |
Expertise & Qualifications
- Fellow Chartered Accountant (ICAEW) with large-cap CFO tenure at Tyco International .
- Board-designated audit committee financial expert; chairs Audit at MHH .
- Multi-sector board/advisory exposure (GFL, Amcor, McKinsey, ServiceNow) supporting oversight of controls, risk, and capital allocation .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 3,506 (all restricted shares; no options) |
| Percent of outstanding | <1% (“*” per proxy table) |
| Vested vs. unvested | 3,506 restricted shares outstanding at 12/31/2024 (unvested); options: 0 |
| Pledging/hedging | Company policy: directors/officers prohibited from short sales; company-level hedging restricted (FX/IR hedges only with Board approval) |
Insider Compliance and Transactions
| Date/Item | Detail |
|---|---|
| Section 16 filings (2024) | One Form 3 filed 1 day late (for Nayar’s appointment); one Form 4 late related to Aug 12, 2024 restricted stock grant (Nayar) |
| Director equity outstanding (12/31/2024) | Nayar: 3,506 restricted shares; 0 options |
Compensation Structure Analysis (Directors)
- Shift in 2024 to higher cash and equity retainers (cash from $65k to $75k; equity fair value target from $65k to $75k) and materially higher Audit Chair fee ($15k), enhancing compensation for governance workload; Nayar’s 2024 receipts were prorated due to August start .
- Equity delivered as time-based restricted shares; no performance-conditioned director equity disclosed, aligning with small-cap practice while providing some stock-based alignment .
Related Party Transactions (Conflicts)
- No related-party transactions disclosed for Nayar; Compensation Committee confirms no Item 404 relationships for its members (including Nayar) .
- Company’s related-person disclosure centers on founder registration rights, not involving Nayar .
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say-on-Pay approval | ~94.94% support; Compensation Committee viewed this as endorsement of pay philosophy |
Governance Assessment
- Positives: Independent; Audit Chair and “financial expert” designation; perfect attendance during 2024 term; relevant CFO pedigree; two external public boards (within common overboarding limits); equity retainer supports alignment .
- Potential risks: Minor compliance lapse (late Form 3 and Form 4 in 2024); multiple external commitments (two public boards plus advisory roles) require ongoing monitoring for bandwidth, especially as Audit Chair. No related-party ties disclosed .
- Overall: Strong governance and financial oversight credentials are supportive of investor confidence; limited ownership (3,506 shares, <1%) is typical for a newly appointed director but bears watching for future alignment growth via ongoing equity retainers .