Chandra Dhandapani
NORTHERN TRUSTAbout Chandra Dhandapani
Independent director at Northern Trust Corporation since 2024; age 57. Current CEO of Magnit, LLC (global contingent workforce management) since November 2024; previously held senior technology and operating roles at CBRE Group. The Board cites her extensive technology, management, and financial industry experience as core credentials for NTRS governance . The Board has determined she is independent under NASDAQ standards and all incumbent directors attended ≥75% of Board and committee meetings in 2024; directors also attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE Group, Inc. | CEO, Global Workplace Solutions | 2022 – Apr 2024 | Led global operations, risk, and transformation initiatives |
| CBRE Group, Inc. | Chief Transformation Officer & COO, Global Workplace Solutions | 2021 – 2022 | Technology-enabled operations and efficiency programs |
| CBRE Group, Inc. | Chief Administrative Officer | 2020 – 2021 | Enterprise functions oversight |
| CBRE Group, Inc. | Chief Digital & Technology Officer | 2016 – 2020 | Drove digital strategy and platforms |
| CBRE Group, Inc. | Senior Advisor | Apr 2024 – Sep 2024 | Advisory role during transition |
External Roles
| Organization | Role | Tenure | Public Company? | Notes |
|---|---|---|---|---|
| Magnit, LLC | Chief Executive Officer | Nov 2024 – present | No | Global contingent workforce management company |
| On Deck Capital | Director | 2018 – 2020 | Yes (historic) | Other recent public company directorship |
| Current other public boards | None | — | — | Board matrix shows 0 other boards for Dhandapani |
Board Governance
- Committees: Business Risk Committee member; the committee met nine times in 2024 and oversees credit, market/liquidity, fiduciary, operational, compliance, and strategic risk across global operations . Not on the Cybersecurity Risk Oversight Subcommittee (members: Klevorn [Chair], Harrison, Mehta; met seven times in 2024) .
- Independence: Affirmed independent; Board’s independence review notes financial services relationships apply to most directors “except for Ms. Dhandapani,” reducing potential conflicts of interest .
- Attendance and engagement: Board held 17 meetings in 2024; all incumbents met ≥75% attendance and attended the 2024 Annual Meeting; independent directors held 14 executive sessions led by the Lead Director .
- Lead Independent Director: Jay L. Henderson; robust role in agenda-setting, executive sessions, stakeholder engagement .
Fixed Compensation
Board-level director compensation structure and Dhandapani’s 2024 actuals:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Cash, unless deferred |
| Annual RSU grant | $145,000 | Granted Apr 2024; vests Apr 22, 2025 |
| Business Risk Committee retainer (member) | $10,000 | Audit/Business Risk/Capital Governance members receive $10k |
| Subcommittee retainers | Up to $25,000 Chair; $10,000 member | Cyber subcommittee not applicable to Dhandapani in 2024 |
| 2024 Fees earned (cash) | $64,973 | She elected stock units in lieu of cash for annual retainers |
| 2024 Stock awards (RSUs) | $127,918 | Grant-date fair value (FASB ASC 718) |
| 2024 Total | $192,890 | Sum of cash and equity |
Additional: As of Dec 31, 2024, Dhandapani held 1,607 unvested director stock units (partial-year award since May 2024) . Non-employee directors may defer cash retainers into stock units; Dhandapani elected stock units in lieu of cash .
Performance Compensation
Directors receive time-based RSUs (no performance metrics). The Human Capital and Compensation Committee (overseen by independent directors) uses performance stock units (PSUs) for executives—key to pay-for-performance governance. PSU metrics and vesting schedule for February 2025 grants:
| Metric | Weight | Threshold | Target | Max | Vesting % |
|---|---|---|---|---|---|
| 3-year average ROE (absolute) | 50% | ≤6% → 0% | 11–12% → 100% | ≥14% → 150% | 0–150% |
| 3-year average ROE vs peer group | 50% | 25th percentile → 50% | 50th percentile → 100% | Highest percentile → 150% | 50–150% |
Recent PSU payout: For the 2022 grant (performance period 2022–2024), payout was 129.8% of target, driven by adjusted absolute ROE and ROE at the 83.7th percentile vs peers; shares distributed Feb 18, 2025 .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| On Deck Capital | Public (past) | None disclosed | Served 2018–2020 |
| Current other public boards | None | None | Matrix shows 0 other boards |
No related-party transactions disclosed for Dhandapani; broader Board independence review found standard financial services relationships for most directors except Dhandapani (among a few others), undertaken on arm’s-length terms and immaterial; Audit Committee annually reviews such matters .
Expertise & Qualifications
- Extensive technology and digital transformation leadership, including Chief Digital & Technology Officer at CBRE .
- Senior operating roles across transformation, operations, and large-scale service businesses; Board cites technology, management, and financial industry experience as reasons for nomination .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (common shares) | 693 | Sole voting/investment unless noted |
| Unvested director stock units | 1,607 | As of Dec 31, 2024 |
| Ownership % of shares outstanding | ~0.000355% | 693 / 194,971,609 outstanding (as of Feb 24, 2025) |
| Director stock ownership guideline | 5x annual cash retainer | Must meet within 5 years; all non-employee directors met/exceeded applicable guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Securities Transactions Policy forbids short selling, margining, pledging, and hedging |
Governance Assessment
- Independence and conflicts: Strong; no NTRS banking/financial service relationships cited for Dhandapani; Board deemed her independent .
- Committee effectiveness: Placement on Business Risk aligns with her technology/operations expertise; committee met nine times and oversees enterprise risk, with specialized cybersecurity subcommittee support .
- Ownership alignment: Positive signal—elected to receive stock units in lieu of cash; early-stage direct shareholding is low but within five-year guideline runway; hedging/pledging prohibited .
- Attendance and engagement: Board and committee attendance thresholds met by all incumbents; frequent executive sessions (14) indicate strong independent oversight .
- Shareholder signals: 2024 say‑on‑pay approval ~95%, supporting the compensation framework overseen by independent directors .
- Red flags: None disclosed specific to Dhandapani—no related-party transactions, no hedging/pledging, no overboarding (Board highlights policy against overboarding) .
Overall, Dhandapani’s board profile reflects independence, risk oversight alignment through Business Risk, and equity-aligned compensation choices, with no disclosed conflicts. Continued monitoring should focus on time commitments as Magnit CEO and progression toward NTRS director ownership guidelines, though the five-year compliance window applies .