Srinivas Kandula
About Srinivas Kandula
Srinivas (Dr.) Kandula, age 61, has served as an independent Class III director of Mastech Digital (MHH) since August 2024, with his current term expiring in 2026 . He is an author, educator, and business leader who leads strategy and operations at the Centre for Organization Development (CoD), Hyderabad, and previously served as Chairman & CEO of Capgemini India and as Chief People Officer/EVP at iGATE . The Board has determined he is independent under NYSE American and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capgemini India | Chairman & Chief Executive Officer | Not disclosed | Led India operations and global leadership quotient |
| iGATE Corporation | Chief People Officer; EVP; Member, Executive Council | Not disclosed | Senior leadership roles in people strategy and operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Centre for Organization Development (CoD), Hyderabad | Leads strategy and operations | Private/Academic | Current leadership role |
| Other public company boards | — | — | None disclosed for Dr. Kandula; (contrast: Director Arun Nayar serves on GFL Environmental and Amcor PLC) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Independent director (Board determined all current directors other than Wadhwani, Trivedi, Patel are independent) .
- Attendance: Board met 8 times in 2024; each director attended all Board meetings during their term. Audit met 5 times; Compensation 4; Nominating 3 — and each committee member attended all meetings during their term .
- Committee reporting: Listed as Chair on the Compensation Committee Report; also a member on the Audit Committee Report .
- Board control context: Founders hold significant stakes (Trivedi 28.0%; Wadhwani 13.2%) and are non‑independent Co-Chairmen, a consideration for overall board independence dynamics .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Cash retainer paid (partial-year from Aug 12, 2024) | $31,250 |
| Equity (restricted shares, fair value at grant) | $32,500 |
| Total 2024 director compensation | $63,750 |
Director fee policy changes in 2024 (context): Pre–July 1, 2024 annual cash retainer $65,000 and $4,000 Audit Chair fee; Effective July 1, 2024, annual cash retainer $75,000; Chair fees: Audit $15,000, Compensation $10,000, Nominating $5,000; annual stock award target increased to $75,000 (prorated for mid‑year appointments) .
Performance Compensation (Director)
| Metric/Instrument | Detail |
|---|---|
| Annual equity grant | Granted 3,506 restricted shares on August 12, 2024 (prorated new-director grant) |
| Options/PSUs | None disclosed for Dr. Kandula in 2024 |
| Performance metrics tied to director equity | None disclosed (director equity presented as restricted stock; no performance conditions disclosed) |
Note: Company-wide equity awards are issued under the Stock Incentive Plan, which includes potential performance share awards and a clawback framework; awards under the Plan may be canceled/recouped in accordance with the Company’s Clawback Policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Kandula .
- Compensation Committee interlocks: None — the committee comprised independent directors with no Item 404 relationships; no cross‑company compensation committee interlocks disclosed .
Expertise & Qualifications
- CEO/Chair experience at a large India operation (Capgemini India), senior HR and organizational leadership (iGATE), and current strategy/operations leadership at CoD .
- Board roles emphasize compensation governance (chairs Compensation Committee) and participation in audit and nominating oversight .
- Company anti-hedging/insider trading policy prohibits short sales and hedging by directors and officers, supporting alignment with shareholders .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Notes |
|---|---|---|---|
| Srinivas Kandula | 3,506 | <1% | As of April 4, 2025; directors’ table shows restricted shares outstanding for this grant in 2024, and no options |
No pledging disclosed for Dr. Kandula; anti‑hedging policy applies to directors .
Insider Filings and Transactions
| Date/Event | Filing Issue | Detail |
|---|---|---|
| Initial appointment (Aug 12, 2024) | Form 3 late by 1 day | One Form 3 was filed one day late for each of Kandula, Smith, Nayar . |
| RS grant (Aug 12, 2024) | Form 4 filed late | Each of Kandula, Smith, Nayar filed one Form 4 late for their 3,506 restricted share grants dated Aug 12, 2024 . |
Related-Party and Conflicts Review
- Item 404 related-party transactions: None disclosed involving Dr. Kandula; Compensation Committee members (including Kandula) had no Item 404 relationships in 2024 .
- Separate related-party context: Registration rights for founder-affiliated holders (Trivedi/Wadhwani trusts and affiliates) exist but do not involve Dr. Kandula .
Say-on-Pay & Shareholder Signals (Context)
- 2024 Say‑on‑Pay approval: ~94.94% in favor, indicating supportive shareholder sentiment on pay practices during the period (pre‑Kandula’s committee chair role in late 2024) .
- Clawback: Policy effective Dec 1, 2023; Plan includes recoupment provisions administered by the Compensation Committee .
Governance Assessment
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Strengths
- Independent director with CEO/HR/organizational transformation experience; chairs Compensation and serves on Audit and Nominating, enhancing board oversight breadth .
- Full attendance during 2024 term; committees reported full attendance during members’ terms, supporting engagement .
- No Item 404 related‑party relationships; no comp committee interlocks; committee comprised wholly of independents .
- Anti‑hedging policy for directors and a clawback framework covering equity awards under the Plan, aligning with governance best practices .
-
Watch items / Red flags
- Administrative compliance: late Section 16 filings (Form 3 one day late; Form 4 late on Aug 12, 2024 grant) are minor process lapses to monitor for improvement .
- Board control dynamics: Two non‑independent Co‑Chairmen with significant stakes (Trivedi 28.0%; Wadhwani 13.2%) could influence governance; continued vigilance on independent committee autonomy warranted .
- Ownership alignment: Modest director share ownership to date (3,506 shares) typical for a new appointee; monitor ongoing equity accumulation as part of annual grants .