Manish Shah
Quanex Building ProductsAbout Manish H. Shah
Manish H. Shah, age 60, joined Quanex’s Board on August 12, 2024, and is nominated for re‑election to a one‑year term expiring at the 2026 Annual Meeting . He is ServiceNow’s Chief Digital Transformation Officer (since September 2022), founder of Gnosis Advisory Group (since December 2021), and formerly SVP/CIO at Community Health Systems (2013–2020) and SVP of IT Infrastructure at Aurora Health Care; he holds an MS in MIS (Roosevelt University) and an MBA (Illinois Institute of Technology) . The Board has affirmatively determined Shah is independent under NYSE rules and Rule 16b‑3, with no related‑person transactions during the fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow (NYSE: NOW) | Chief Digital Transformation Officer | Sep 2022 – present | Digital transformation, interoperability, analytics |
| Gnosis Advisory Group | Founder & Principal | Dec 2021 – present | Business leadership advisory |
| Community Health Systems (NYSE: CYH) | SVP & CIO | 2013 – 2020 | Oversaw patient digital experience across 85 hospitals in 16 states; digital systems, interoperability, BI/analytics |
| Aurora Health Care | SVP, IT Infrastructure | Prior to 2013 | IT infrastructure leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Gibraltar Industries (NASDAQ: ROCK) | Director | Feb 2021 – present | Audit Committee; Governance Committee |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (all directors other than the CEO serve; Ms. Davis is Chair) .
- Independence: Board determined Shah and all non‑employee directors (except the CEO) are independent; no related‑person transactions occurred .
- Attendance and engagement: In FY2024, Board met 11 times; Audit met 4; Compensation met 5; Nominating & Governance met 3. All directors attended >75% of combined Board/committee meetings and attended the 2024 stockholders’ meeting. Audit Committee members attended all meetings during their appointment periods .
- Audit Committee Report co‑signatory: Shah joined Hughes, Singhi, and Chair Stevens on the FY2024 Audit Committee report (dated Jan 17, 2025), affirming oversight, auditor independence, and recommendation to include audited financials in the 10‑K .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000/year | Paid quarterly; non‑employee directors only |
| Committee Member Retainer (Audit, Comp, N&CG) | $10,000/year per committee | Paid quarterly |
| Committee Chair Fees | Audit: $20,000/year; Comp: $15,000/year; N&CG: $15,000/year | Paid quarterly; in lieu of member retainer |
| Lead Director Fee | $25,000/year | Paid quarterly |
| Expense Reimbursement | Actuals | Travel/living expense reimbursement for meeting attendance |
| Deferred Compensation Plan (DC Plan) | Elective deferrals of cash fees | Notional investment options; fully vested; cash payout on change‑in‑control within 5 days; Section 409A compliance |
| 2024 Director Compensation – Manish H. Shah | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $11,676 |
| Restricted Stock Unit Awards (grant-date fair value) | $22,131 |
| Option Awards | $0 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $59 |
| All Other Compensation | $0 |
| Total | $33,866 |
Performance Compensation
| RSU Grants to Manish H. Shah | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Settlement / Deferral Terms |
|---|---|---|---|---|---|
| Initial pro‑rated RSU (on appointment) | 8/12/2024 | 733 | $22,131 | Immediate vest | Settled on separation or change‑in‑control; initial award not eligible for deferral election |
| Annual RSU (FY awards policy) | First business day each fiscal year | — | $105,000 (policy value, director‑level) | Immediate vest | If ownership guidelines met, payout deferred to separation (or earlier permitted date); if not met, automatic deferral to separation |
Note: Directors did not receive stock options in FY2024 .
Other Directorships & Interlocks
| Company | Industry Relationship to NX | Role/Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Gibraltar Industries | Building products (adjacent industry) | Director; Audit & Governance committees | NX guidelines limit directors to ≤3 other public boards and require prompt notice of new public company board/audit/comp committee assignments; Shah’s Gibraltar role appears within limits and was disclosed; Board found no independence‑impacting relationships |
Expertise & Qualifications
- Core skills: Manufacturing operations, marketing, information technology; IT/cybersecurity expertise and audit committee experience highlighted in Board skill matrix .
- Education: MS in Management Information Systems (Roosevelt University); MBA (Illinois Institute of Technology) .
- Board qualifications: Independent; member of Audit and N&CG Committees; Audit Committee designated financial expert status applies to committee members generally .
Equity Ownership
| As of Record Date (Proxy) | Common Stock | RSUs | Phantom Stock Units | Options (Exercisable ≤60 days) | Notes |
|---|---|---|---|---|---|
| Manish H. Shah | — | 4,263 | — | — | Company states no director/officer has pledged shares; individual percent not stated; group total beneficial ownership 2.15% |
Governance Assessment
- Board effectiveness: Shah strengthens digital/IT/cyber oversight and contributes to Audit Committee financial expertise; active participation evidenced by Audit Committee report co‑signature .
- Independence and conflicts: Board affirmed independence; 8‑K at appointment disclosed no Item 404(a) transactions or arrangements; ongoing independence review found no relationships affecting independence . Potential related‑party exposure if NX were to engage ServiceNow is noted, but Board found no such transactions in FY2024 .
- Compensation and alignment: Director pay mixes cash retainers with equity RSUs; RSUs vest immediately but payout is deferred until separation/change‑in‑control, enhancing long‑term alignment. Stock ownership guideline is 500% of annual Board retainer, accumulable over first five years; compliance status for Shah not disclosed given recent appointment .
- Attendance and engagement: All directors exceeded the 75% attendance threshold; directors are expected to attend all meetings and prepare in advance; Shah met committee attendance expectations during his appointment period .
- RED FLAGS: None disclosed. No pledging or related‑party transactions; no option repricing; no director pensions; DC Plan payouts on change‑in‑control are standard and cash‑settled .
Additional context: Shah was appointed alongside Amit Singhi on Aug 12, 2024; both joined the Audit Committee immediately, with expected addition to N&CG at the next meeting; pro‑rated initial RSU grants were made on appointment .