Nirav Patel
About Nirav Patel
Nirav Patel, age 51, has served as President, Chief Executive Officer, and Class II director of Mastech Digital (MHH) since January 6, 2025; he previously led Bristlecone as President/CEO and held senior roles at Cognizant, and holds a computer science degree from Madras University and is an HBS Advanced Management alumnus . The Board has determined he is not independent; the company’s current leadership structure consists of Co‑Chairmen Sunil Wadhwani and Ashok Trivedi with Mr. Patel as CEO, and in 2024 the Board met eight times with full attendance during each director’s term . Context: under Patel’s tenure, the company reported sequential revenue growth in 2025 (e.g., Q3 2025 2% sequential revenue growth) though TSR/EBITDA growth metrics specific to his tenure are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bristlecone (Mahindra Group) | President, CEO, Board Member | Jul 2020 – Dec 2024 | Led a “large pure‑play supply chain service provider,” overseeing strategy and operations . |
| Cognizant | SVP & Global Head, Communications/Media/Technology | Oct 2016 – Jul 2019 | Senior P&L leadership across CMT verticals . |
| Cognizant | SVP & Head of Global Markets, Media & Entertainment | May 2013 – Oct 2016 | Drove global commercial strategy for M&E segment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CNBC CEO Council | Member | Current (as of 2025) | Executive network participation . |
| Forbes Technology Council | Member | Current (as of 2025) | Technology executive council . |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base salary | $1,000,000 | Effective Jan 6, 2025; payable in monthly installments; subject to annual Compensation Committee review . |
| Target annual cash bonus | $500,000 | Performance-based; targets set annually by the Board (2025 targets to be set within 60 days of Effective Date) . |
| Signing bonus | $2,000,000 | Paid within 30 days of Effective Date; repayment required if voluntary resignation without Good Reason or termination for Cause on or before 4th anniversary . |
Performance Compensation
Annual Cash Incentive Design
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting/payment timing |
|---|---|---|---|---|---|
| Financial and operational targets (Board-set) | Not disclosed | Target bonus $500,000 for FY2025; targets set within 60 days post-start | Not disclosed | Payout scales with % of target achieved; may exceed $500,000 for over‑achievement; requires employment through payment date . | Paid after year-end audit; contingent on employment at payment date . |
Equity Awards – Inducement Stock Options (Grant date: Jan 6, 2025)
| Tranche | Type | Vesting condition or date | Shares | Exercise price | Status/notes |
|---|---|---|---|---|---|
| Time-based #1 | Time-based | 1-year anniversary (Jan 6, 2026) | 87,795 | Closing price on NYSE MKT on Effective Date | Per Stock Option Agreement; subject to acceleration/forfeiture per agreement . |
| Time-based #2 | Time-based | 2-year anniversary (Jan 6, 2027) | 87,795 | Same | Same . |
| Time-based #3 | Time-based | 3-year anniversary (Jan 6, 2028) | 87,795 | Same | Same . |
| Time-based #4 | Time-based | 4-year anniversary (Jan 6, 2029) | 87,794 | Same | Same . |
| Performance #1 | Market cap | Quarterly Avg Market Cap > $300,000,000 | 175,589 | Same | Vests upon first achievement during term . |
| Performance #2 | Market cap | Quarterly Avg Market Cap > $450,000,000 | 87,795 | Same | Vests upon first achievement during term . |
| Performance #3 | Market cap | Quarterly Avg Market Cap > $600,000,000 | 87,795 | Same | Vests upon first achievement during term . |
| Total grant | — | — | 702,358 | Closing price on Jan 6, 2025 | Granted under 2024 Inducement Stock Incentive Plan; material inducement award . |
• Options are subject to acceleration and forfeiture upon termination and/or Change of Control per agreement terms .
• Company may cash out or terminate outstanding awards not assumed at Change of Control under Plan provisions; awards are subject to clawback per policy effective Dec 1, 2023 .
Equity Ownership & Alignment
| Item | Value/Detail |
|---|---|
| Total beneficial ownership (as of Apr 4, 2025) | None reported; less than 1% of outstanding shares . |
| Shares outstanding reference | 11,753,941 shares outstanding (Apr 4, 2025) . |
| Options – exercisable within 60 days of Apr 4, 2025 | None (first time-based vesting occurs at one-year anniversary) . |
| Hedging/short sales policy | Directors/officers prohibited from short sales; company prohibits hedging at company level except specific cash flow hedges approved by Board . |
| Pledging policy | Not disclosed in proxy; no pledging disclosure found . |
| Stock ownership guidelines | Not disclosed in proxy; no executive/director ownership guidelines found . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement effective date | Jan 6, 2025 (Agreement executed Nov 1, 2024) . |
| Term length | Commences on Effective Date; continues until 4th anniversary; Company may terminate at any time . |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason (outside 12 months post-CoC): Accrued Obligations; 12 months of then-current monthly base salary; pro‑rated annual bonus; COBRA subsidy for up to 18 months or until eligible elsewhere; forfeiture of unvested equity awards . |
| Special CoC-after-termination protection | If CoC occurs within 12 months after termination (outside CoC window): cash payment equal to FMV per share at CoC minus aggregate exercise price for “Accelerated Options” (unvested time-based and the next unvested milestone-based tranche) . |
| Change of Control (within 12 months) | If terminated without Cause or resigns for Good Reason within 12 months after CoC: Accrued Obligations; Severance Payments; pro‑rated bonus; COBRA subsidy; acceleration of all then‑outstanding equity awards (Effective Date Options subject to agreement terms) . |
| Clawback | Awards subject to Company Clawback Policy (effective Dec 1, 2023) . |
| Confidentiality/IP | Confidential Information and IP Protection Agreement (Schedule B) executed with employment . |
Board Governance
• Board service: Appointed a Class II director effective Jan 6, 2025; nominated for a term expiring in 2028; replaced departing Class II director Vivek Gupta .
• Independence and dual-role: Board determined all current directors other than Messrs. Wadhwani, Trivedi, and Patel are independent; Patel serves as CEO and director (non‑independent). Board leadership features Co‑Chairmen Wadhwani and Trivedi with Patel as CEO .
• Committees: Audit, Compensation, and Nominating & Governance committees are fully independent; Patel is not listed as a committee member. Audit met five times in 2024; Compensation met four times, with full attendance during each member’s term .
• Director compensation framework: Independent directors receive cash retainers and annual stock awards; fee increases effective July 1, 2024. Non‑independent directors (e.g., Wadhwani, Trivedi in 2024) received no director compensation for service as directors .
Compensation Structure Analysis
• Upfront cash vs equity: Large sign‑on cash bonus ($2.0M) and $1.0M base provide guaranteed pay, while annual bonus is performance-based and sizable ($0.5M target) .
• Equity risk alignment: Significant option grant (702,358 shares) combines multi‑year time‑based tranches and market cap milestones ($300M/$450M/$600M), directly linking wealth creation to shareholder value expansion .
• Change‑of‑control terms: Include full acceleration within 12 months post‑CoC and a unique “CoC after termination” cash settlement on unvested Accelerated Options; coupled with clawback policy, this signals both retention focus and governance safeguards .
• Committee independence: Compensation decisions overseen by an independent committee amid concentrated founder ownership, mitigating dual‑role concerns .
Risk Indicators & Red Flags
• Founder control/board leadership concentration: Co‑Chairmen Wadhwani (13.2%) and Trivedi (28.0%) collectively held ~41.2% of shares as of Apr 4, 2025, which can influence governance dynamics; committees remain independent .
• CFO transition: CFO John Cronin resigned effective April 14, 2025; leadership transitions can introduce execution risk near reporting cycles .
• Hedging/short sales: Prohibited for insiders; clawback policy in place—positive governance signals. No pledging disclosure found .
Equity Plan Context
| Plan category | Securities to be issued upon exercise (a) | Wtd. avg. exercise price | Remaining available for issuance |
|---|---|---|---|
| Shareholder‑approved plans | 2,420,000 | $10.25 | 834,000 (402,000 under Plan; 432,000 under Stock Purchase Plan) . |
| Not approved by security holders | — | — | 1,500,000 (2024 Inducement Plan) . |
| Total | 2,420,000 | $10.25 | 2,334,000 . |
Say‑on‑Pay & Shareholder Engagement
• 2025 proxy includes advisory votes on executive compensation and vote frequency; Board recommends approval and an annual vote cadence .
• Compensation philosophy emphasizes pay‑for‑performance via base salary, annual bonus, and equity incentives; committee views equity awards as a deterrent to short‑term risk taking .
Investment Implications
• Alignment levers: The option grant’s market cap thresholds create high‑beta alignment with shareholder value; multi‑year time‑based vesting staggers potential insider selling windows starting Jan 2026, suggesting limited near‑term selling pressure and increasing from each anniversary thereafter .
• Retention and risk: A four‑year term, sign‑on bonus clawback through the 4th anniversary, and severance/co‑C protections point to strong retention economics; the unique “CoC after termination” cash settlement could incent continuity through potential strategic transactions .
• Governance checks: Independent committees, clawback, and hedging prohibitions offset dual‑role and concentrated founder ownership risks, but non‑independent board leadership warrants continued monitoring of pay decisions and strategic oversight .
• Near‑term signals: Beneficial ownership shows no current common stock; equity exposure is primarily via options that start vesting in 2026, making achievement of market cap milestones a clear performance catalyst. Sequential revenue growth reported in 2025 provides early operational momentum but is not yet tied to disclosed bonus metrics .