Ashok Trivedi
About Ashok Trivedi
Ashok Trivedi (age 75) is Co‑Founder of Mastech Digital and iGATE and has served on Mastech Digital’s Board since formation in 2008; he is currently Co‑Chairman of the Board. He previously served as Co‑Chairman and President of iGATE (various roles from 1988–2015) and held marketing/management roles at Unisys (1976–1988). He holds an MBA from Ohio University and a Master’s in Physics from Delhi University. He also serves as Managing Partner of SWAT Capital Administrator LLC and principal executive officer of the Trivedi Family Office .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastech Digital (MHH) | Director; Co‑Chairman | 2008–present | Co‑founder; long‑tenured strategic oversight |
| iGATE | Co‑Chairman and President; Director | 1988–2015 (various roles) | Led growth; chaired iGATE Global Solutions (2000–2015) |
| Unisys | Marketing & Management roles | 1976–1988 | Commercial operations/marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SWAT Capital Administrator LLC | Managing Partner | Not disclosed | Family investment platform leadership |
| Trivedi Family Office | Principal executive officer | Not disclosed | Family office leadership |
Board Governance
- Role and independence: Co‑Chairman; the Board determined Mr. Trivedi is not independent (Board independence applies to all current directors other than Wadhwani, Trivedi and CEO Patel) .
- Committee assignments: Not listed as a member of Audit (Nayar chair), Compensation (Kandula chair), or Nominating & Corporate Governance (Rak chair) committees .
- Attendance: The Board met 8 times in 2024 and “each of our directors attended all meetings” during their service period in 2024 (implies 100% attendance for Mr. Trivedi) .
- Board leadership: Co‑Chair structure (Wadhwani and Trivedi as Co‑Chairmen; CEO Patel separate) .
- Anti‑hedging/insider trading: Short sales prohibited; hedging permitted only for company‑level FX/IR hedges with Board approval .
- Clawback: Company‑wide clawback policy effective Dec 1, 2023, administered by Compensation Committee .
- Say‑on‑pay signal: 2024 say‑on‑pay approval ~94.94% (supportive shareholder sentiment) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non‑independent directors (Wadhwani, Trivedi, Gupta) received no board compensation |
| Committee chair/member fees | N/A | Not on standing committees |
| Meeting fees | $0 | Not disclosed; independent directors are paid retainers, not meeting fees |
| Equity (RSUs/Options) | $0 | Non‑independent directors received no director equity in 2024 |
Performance Compensation (Director)
| Element | Metric(s) | Target/Terms | 2024 Outcome |
|---|---|---|---|
| Performance‑based equity/cash | Not applicable for Mr. Trivedi as a director | Non‑independent directors do not receive director compensation | N/A |
- Clawback framework exists for incentive‑based compensation (executive context) but no director performance awards were disclosed for Mr. Trivedi .
Other Directorships & Interlocks
| Company/Entity | Role | Period | Potential Interlock/Notes |
|---|---|---|---|
| iGATE | Director; Co‑Chairman/President | 1988–2015 | Historical leadership; no current public board disclosed |
| Current public company boards | None disclosed | — | No current public company directorships disclosed in proxy |
| Founder alignment | Co‑Chairman with Sunil Wadhwani | Ongoing | Both founders are large holders and Co‑Chairmen |
| Registration rights | A&R Registration Rights Agreement | Since Sept 17, 2020 | Provides demand, piggyback, and block trade registration rights to Mr. Trivedi and affiliates (and Mr. Wadhwani and affiliates) |
Expertise & Qualifications
- Enterprise building and governance: Co‑founded two IT services businesses (Mastech, iGATE); led iGATE as President/Co‑Chairman; chaired iGATE Global Solutions .
- Functional expertise: Technology services, operations, commercial scale‑up; prior Unisys operating experience .
- Education: MBA (Ohio University); M.S. Physics (Delhi University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Ashok Trivedi | 3,288,842 | 28.0% | Includes 857,144 shares in a revocable trust; 236,942 in family LPs; 829,000 in a family trust with shared voting/investment power; balance per beneficial ownership table (11,753,941 shares outstanding as of Apr 4, 2025) . |
Additional alignment/controls:
- Shares pledged: No pledging disclosed for Mr. Trivedi in the proxy .
- Registration rights: Amended & Restated Registration Rights Agreement grants demand, piggyback, and block trade rights to founder trusts/affiliates, potentially facilitating liquidity events .
Governance Assessment
Key findings
- Independence and control: Mr. Trivedi is non‑independent and a 28% beneficial owner, serving as Co‑Chairman alongside co‑founder Sunil Wadhwani; Board states only Wadhwani, Trivedi, and CEO Patel are non‑independent (others independent) .
- Committees: He is not a member of Audit, Compensation, or Nominating & Governance committees (all‑independent composition with independent chairs) .
- Engagement: 100% Board attendance in 2024 for all directors during their service periods .
- Compensation alignment: Receives no director cash or equity compensation; alignment primarily through substantial ownership; company‑wide anti‑hedging policy (no short sales) and clawback for incentive‑based pay in place .
- Related‑party/overhang considerations: 2020 A&R Registration Rights Agreement for founder holders (incl. Mr. Trivedi) enables demand/piggyback/block‑trade registrations—potential supply overhang during liquidity events .
RED FLAGS
- Non‑independence and dual founder Co‑Chair structure (concentration of influence) .
- Significant ownership concentration (28.0% Mr. Trivedi; combined founders exceed 40%) potentially limiting minority shareholder influence .
- Special registration rights for founders (block trades) could contribute to market overhang risk .
POSITIVE SIGNALS
- Independent oversight of key committees and identification of an Audit Committee financial expert (Nayar) .
- Strong director attendance and positive say‑on‑pay support (~94.94% in 2024) .
- Anti‑hedging and clawback policies enhance governance controls .