Ganesh Ramaswamy
Director at PCAR
Board
About Ganesh Ramaswamy
Executive Vice President, Industrial & Energy Technology at Baker Hughes; independent director at PACCAR since 2021. Age 56, with a Ph.D. in mechanical engineering (University of Pennsylvania), MBA (University of Wisconsin–Milwaukee), M.S. (Auburn University), and B.Tech. (University of Kerala) . Determined independent under Nasdaq rules (2024), with Board meeting attendance at or above the 75% threshold; all directors attended the April 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes Company | Executive Vice President, Industrial & Energy Technology | Current | Senior leadership across energy and industrial technology |
| Johnson Controls | President, Global Services | 2019–2022 | Global service operations leadership |
| Danaher (Beckman Coulter Diagnostics) | SVP, High Growth Markets | 2015–2019 | Growth strategy and execution in diagnostics |
| Danaher (Videojet Technologies) | President | 2015–2019 | Industrial marking and coding leadership |
| Danaher | Group Executive, Marking & Coding | 2015–2019 | Portfolio leadership |
| HOYA (Pentax Medical) | President | 2011–2015 | Endoscopic imaging devices leadership |
| GE Global Research / GE Healthcare | Product Development & General Management | Early career | Technical product and GM experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baker Hughes Company | Executive Vice President | Current | Operating executive role; not a disclosed public company directorship |
No other current public company directorships disclosed for Mr. Ramaswamy .
Board Governance
- Independence: Independent director in 2024 .
- Committee memberships: Compensation Committee member (Committee met 5 times in 2024) .
- Board engagement: Board met 4 times in 2024; each member attended ≥75% of combined Board/committee meetings; all directors attended the April 2024 annual meeting .
- Election support (2025 AGM): For 458,161,182; Against 3,074,973; Abstain 498,535; Broker non-votes 24,637,006 .
- Lead Independent Director: Mark A. Schulz (three-year term beginning Jan 2023) .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash Fees ($) | 143,750 | Includes base retainer and committee fees paid quarterly; base retainer increased to $140,000 effective Oct 1, 2024 ($125,000 prior) |
| All Other Compensation ($) | 5,000 | PACCAR Foundation donation to charity selected by director |
Program details:
- Committee retainers: Audit member $20,000; Compensation and Nominating & Governance members $15,000; Lead Director $40,000 (effective Oct 1, 2024; $30,000 prior); Committee Chairs: Audit $25,000, Compensation/NGC $17,500 .
- Mr. Ramaswamy elected to defer some or all cash fees into stock units under the RSDC Plan .
Performance Compensation
| Equity Component | FY 2024 Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|
| Stock Awards (RSUs/Restricted Stock) | 165,010 | Time-based; vests fully at 3 years or upon retirement, death, or disability | RSUs receive dividend equivalents, no voting rights; restricted shares receive dividends and voting rights |
| Standard Annual Equity (non-employee directors) | 165,000 (2024) → 175,000 (effective Jan 1, 2025) | Same as above | Number of RSUs determined by grant amount divided by first-business-day closing price |
Director equity is time-based; no performance-conditioned metrics are tied to director awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| PACCAR Inc | Independent Director | Compensation Committee member | No related-party transactions disclosed; Audit Committee reviews any related-person transactions per Item 404 policies |
PACCAR’s Corporate Governance Guidelines prohibit hedging or pledging by directors and executive officers .
Expertise & Qualifications
- Mechanical/industrial engineering and operations expertise spanning energy technology, building technologies, diagnostics, and industrial products .
- Advanced technical and management education (Ph.D., M.S., B.Tech., MBA) .
- Global market development and leadership experience across high-growth markets .
Equity Ownership
| Ownership Element | Amount | As-of Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (incl. DSUs) | 19,931 shares* | March 4, 2025 | Includes shares/units in the RSDC Plan with sole voting but no investment power; DSUs to be settled in common stock |
| Unvested RSUs | 7,017 units | Dec 31, 2024 | Director RSUs outstanding |
| Ownership % of Shares Outstanding | <1% | March 4, 2025 | Company had 524,934,768 shares outstanding on record date |
Stock ownership guidelines:
- Non-employee directors must hold at least 5× annual cash retainer in stock/DSUs; 5-year compliance window; all directors with ≥5 years of service met the requirement as of Jan 1, 2025 .
Fixed Compensation (Director Program Detail)
| Retainer/Fees | Prior Level | Effective Oct 1, 2024 | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $125,000 | $140,000 | Paid quarterly |
| Lead Director Retainer | $30,000 | $40,000 | Paid quarterly |
| Audit Committee Chair | $25,000 | $25,000 | Paid quarterly |
| Compensation/NGC Chair | $17,500 | $17,500 | Paid quarterly |
| Audit Committee Member | $20,000 | $20,000 | Paid quarterly |
| Compensation/NGC Member | $15,000 | $15,000 | Paid quarterly |
| Annual Director Equity | $165,000 | $175,000 | Granted first business day each year (RSUs/restricted stock) |
Compensation Committee Analysis
- Committee composition (2024): Chair K. S. Hachigian; members C. A. Niekamp, L. A. S. Pretti, G. Ramaswamy .
- Independent consultant: Mercer retained to evaluate executive base salaries and total compensation structure; fees $129,000; other Mercer/affiliate services $134,889 approved by management; independence assessed with no conflicts identified .
- Pay-for-performance structure: Annual IC metric centered on net income; LTIP metrics include 3-year change in net income, return on sales, return on capital, and TSR vs peer group (added starting 2023–2025 cycle) .
- Compensation peer group: AGCO, Caterpillar, Cummins, Daimler Truck, Deere, Eaton, Iveco, Oshkosh, Terex, TRATON, AB Volvo (with 2024 revenues listed) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 94% .
- 2025 say-on-pay vote: For 430,942,525; Against 27,601,495; Abstain 3,190,670; Broker non-votes 24,637,006 .
- 2025 “golden parachute” proposal (Item 4) failed: For 145,604,574; Against 311,616,163; Abstain 4,513,953; Broker non-votes 24,637,006 ; Board opposed proposal, citing absence of executive employment/severance agreements and conservative policies .
Governance Assessment
- Alignment: Positive. Independent status; active Compensation Committee membership; deferral of director cash fees into stock units enhances alignment with shareholders .
- Engagement: Strong election support and documented attendance; Compensation Committee met five times, indicating active governance involvement .
- Policies: Robust prohibitions on hedging/pledging; related‑party transaction review via Audit Committee; clawback policy for executive incentive compensation aligns with evolving regulatory standards .
- Potential conflicts: None disclosed; no related-party transactions involving Mr. Ramaswamy noted; he serves as an operating executive at Baker Hughes, but proxy does not identify transactions or interlocks with PACCAR requiring disclosure .
RED FLAGS
- None disclosed regarding attendance, hedging/pledging, compensation anomalies, or related‑party transactions for Mr. Ramaswamy .
Overall: Governance signals are constructive—independence, compensation oversight expertise, and ownership alignment via deferrals. No disclosed conflicts or red flags.
Appendix: Director Equity Detail (Unvested RSUs as of 12/31/2024)
| Director | Unvested RSUs | Notes |
|---|---|---|
| Ganesh Ramaswamy | 7,017 | Director RSUs vest in full after 3 years or upon retirement, death, disability |