Sunil Wadhwani
About Sunil Wadhwani
Sunil Wadhwani, age 72, is Director and Co-Chairman of Mastech Digital (MHH), serving since the company’s formation in 2008; he is currently a Class I director with a term expiring in 2027 . He co-founded iGATE and Mastech, led iGATE as Co-Chairman and CEO until 2008 and remained a director and Co-Chairman there until 2015 . He holds a bachelor’s degree from the Indian Institute of Technology and a master’s degree from Carnegie Mellon University; he also serves as Managing Partner of SWAT Capital Administrator LLC and principal executive officer of the Wadhwani Family Office .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iGATE | Co-Chairman and Chief Executive Officer; previously Chairman, President, CEO | CEO through April 2008; Co-Chairman/Director until July 2015 | Led integrated technology and operations-based IT solutions provider; long-standing governance and operating leadership |
| Mastech (pre–Mastech Digital) | Co-Founder | Since inception of entities that evolved into Mastech Digital | Foundational role aligning strategy and governance with founder ownership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SWAT Capital Administrator LLC | Managing Partner | Current | Family investment oversight; potential information advantages |
| Wadhwani Family Office | Principal Executive Officer | Current | Family office governance and capital allocation |
Board Governance
- Position and independence: Co-Chairman of the Board; not independent under NYSE American and Company criteria (independent directors exclude Messrs. Wadhwani, Trivedi, Patel) .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance Committees are composed solely of independent directors; membership and chairs exclude Mr. Wadhwani .
- Attendance and engagement: Board met eight times in 2024 and each director attended all meetings during their service; directors attended the 2024 Annual Meeting by telephone .
- Anti-hedging and insider trading: Directors are prohibited from short sales and hedging at the company level (except certain cash flow hedges requiring Board approval) .
- Leadership structure: Board uses a split leadership model with Co-Chairmen (Wadhwani and Trivedi) and a separate CEO (Nirav Patel) .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair/Member Fees ($) | Equity Grants ($ fair value) | Other Director Compensation ($) |
|---|---|---|---|---|
| 2024 | $0 (non-independent directors received no director fees) | $0 | $0 | $0 |
Messrs. Wadhwani, Trivedi and Gupta, as non-independent directors, received no compensation for their service as Directors of the Company .
Performance Compensation
- No performance-based director compensation (e.g., PSUs, options) disclosed for Mr. Wadhwani; independent director equity grants do not apply to him .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| iGATE | Director; Co-Chairman | Former (through July 2015) | Prior operator and co-founder; no current public company directorships disclosed for Mr. Wadhwani |
- Founder interlocks: Co-Chairman alongside fellow founder Ashok Trivedi; both hold significant stakes in MHH .
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | IIT (Bachelor’s), Carnegie Mellon University (Master’s) |
| Technical/Industry Experience | Decades in IT services and operations-based solutions via iGATE/Mastech |
| Governance Credentials | Long-tenured founder-director; Co-Chairman providing strategic oversight |
| Financial/Investment Roles | Managing Partner (SWAT Capital Administrator LLC); Family Office executive |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Structure/Notes |
|---|---|---|---|
| Sunil Wadhwani | 1,557,312 | 13.2% | Includes: 857,144 shares in a revocable trust; 86,664 across two family trusts; 303,332 in a family limited partnership; remainder held otherwise; 11,753,941 shares outstanding on April 4, 2025 . |
| Sunil Wadhwani 2020 Exempt Family Trust (Trust Protection Committee: Manoj Singh) | 1,850,000 | 15.7% | Separate 5%+ beneficial holder; business address per Schedule 13G/A . |
- Anti-hedging: Company prohibits hedging and short sales; no disclosure of pledging by Mr. Wadhwani .
- Ownership alignment: Significant founder stake suggests strong alignment but also potential control influence .
Governance Assessment
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Strengths
- High attendance and engagement: 100% meeting attendance by all directors in 2024 .
- Independent committees: Audit, Compensation, and Nominating committees are fully independent with experienced chairs (Audit: Arun Nayar; Compensation: Srinivas Kandula; Nominating: Vladimir Rak) .
- Anti-hedging policy: Prohibits short sales and hedging at company level, limiting misalignment risks .
-
Risks and potential conflicts
- Non-independence and founder control: Mr. Wadhwani is not independent and holds a Co-Chairman role with a 13.2% direct beneficial stake; combined with founder structures and a separate 15.7% family trust stake, this indicates concentrated influence over governance and strategic decisions (RED FLAG for minority investor control risk) .
- Registration rights agreement with founders: Amended and restated agreement grants demand, piggy-back, and block trade registration rights to Mr. Wadhwani, Mr. Trivedi, their trusts and affiliates—creating potential liquidity overhang and sale timing influence (RED FLAG) .
- Equity plan administration discretion: Compensation Committee administers the Plan, but may delegate certain grant authority to Co-Chairmen/CEO for non–Section 16 participants, introducing perceived influence over broader employee equity allocations (monitoring recommended) .
-
Compensation and incentives
- No director fees/equity grants to Mr. Wadhwani: As a non-independent director, he received no director retainer or equity awards in 2024, minimizing pay-related conflicts but reinforcing reliance on founder equity for incentives .
-
Overall implications
- Board effectiveness benefits from independent, experienced committee leadership and full attendance, but founder dual Co-Chairman structure and significant ownership plus registration rights warrant active monitoring of related-party dynamics and protections for minority shareholders .
Board Governance Details
| Item | Detail |
|---|---|
| Independence status | Not independent (per Board and NYSE American criteria) |
| Board leadership | Co-Chairmen: Sunil Wadhwani and Ashok Trivedi; CEO: Nirav Patel |
| Committees | Audit (Chair: Arun Nayar; members: Kandula, Smith, Rak), Compensation (Chair: Srinivas Kandula; members: Smith, Nayar, Rak), Nominating & Corporate Governance (Chair: Vladimir Rak; members: Smith, Nayar, Kandula) |
| Attendance (2024) | Board met 8 times; each director attended all meetings during their service; Annual Meeting attendance by telephone |
| Anti-hedging policy | Prohibits hedging/short sales; limited exceptions require Board approval |
Related Party & Conflicts
| Transaction | Parties | Key Terms | Governance Risk |
|---|---|---|---|
| Amended & Restated Registration Rights Agreement (2020) | Founders (Ashok Trivedi and trust; Sunil Wadhwani and trust), founder affiliates; Company | Demand registration within 45 days; effectiveness within 90 days; piggy-back rights; block trade facilitation | Potential liquidity overhang, information advantages; timing influence over secondary sales (RED FLAG) |
Notes on Compensation Committees and Equity Plans
- Compensation Committee is independent; it administers the Stock Incentive Plan and Inducement Plan, with authority to set performance criteria including revenue, EBITDA, TSR, ROE, etc. .
- Plan administrator may delegate grant authority to Co-Chairmen/CEO for non–Section 16/non-covered employee grants (requires monitoring for broad-based employee award governance) .
Summary
- Mr. Wadhwani is a long-tenured founder-director and Co-Chairman with substantial beneficial ownership and family investment infrastructure, offering strategic continuity and skin-in-the-game but raising standard founder-control and related-party oversight considerations for investors .
- Independent committee structure and strong attendance are positives; investors should monitor use of registration rights and any equity grant delegation to Co-Chairmen for potential conflicts .