Prashant Gandhi
TETRA TECHAbout Prashant Gandhi
Prashant Gandhi, age 53, has served as an independent director of Tetra Tech since 2022. He is Chief Business Officer of Melio Payments (since 2021) and previously led Digital Payments at JPMorgan Chase (2017–2021) and was Partner and Global COO of McKinsey’s Digital Practice (2000–2016). He holds a BS in Chemical Engineering from IIT Delhi, an MS in Chemical Engineering from Kansas State University, and an MBA from the University of Chicago Booth School; he also serves on the Advisory Board of the University of Minnesota’s School of Information & Decision Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Melio Payments | Chief Business Officer | 2021–present | Fintech leadership; innovation/technology expertise applicable to governance |
| JPMorgan Chase | Head of Digital Payments | 2017–2021 | Financial sophistication; risk oversight exposure |
| McKinsey & Company | Partner; Global COO, Digital Practice | 2000–2016 | Senior leadership; talent management/compensation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Minnesota, School of Information & Decision Sciences | Advisory Board Member | Not disclosed | Academic advisory role; technology and analytics orientation |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCG); NCG members include Gary Birkenbeuel and John M. Douglas .
- Independence: The Board determined Gandhi is independent under Nasdaq standards; all Audit, Compensation, and NCG committee members are independent .
- Attendance: NCG held 4 meetings in FY2024 with average attendance of 100%; Audit and Compensation also held 4 meetings each with 100% average attendance .
- NCG remit includes director nominations, committee assignments, annual board/committee performance reviews, succession planning, governance policy oversight, and conflict-of-interest review including non-financial hotline matters .
| Committee | Role | Meetings (FY2024) | Attendance |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | 100% |
| Audit | Not a member | 4 | 100% committee average (Board-wide) |
| Compensation | Not a member | 4 | 100% committee average (Board-wide) |
Fixed Compensation
- Program structure: Nonemployee director annual cash retainer $110,000; additional cash retainers of $35,000 for Presiding Director, $20,000 for Audit Chair, $18,000 for Compensation Chair, $15,000 for NCG Chair; $5,000 for Audit/Compensation committee membership; $2,000 per meeting in excess of eight .
- FY2024 actual (Gandhi): Fees earned or paid in cash $110,000; no option awards; stock awards grant-date fair value $199,695; total $309,695 .
| Compensation Element | Amount |
|---|---|
| Annual cash retainer | $110,000 |
| NCG Chair retainer (program) | $15,000 |
| Meeting fee (per meeting >8) | $2,000 |
| FY2024 Director Compensation (Gandhi) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Option Awards | $0 |
| Stock Awards (grant-date FV) | $199,695 |
| Total | $309,695 |
Performance Compensation
- Equity program: Fixed-dollar equity award $175,000; granted November 21, 2023 as 3,190 target PSUs and 2,125 RSUs; RSUs vested on November 30, 2024; PSUs have a three-year performance period with cliff vesting and immediate vesting upon change in control or certain departure conditions (with performance certification for PSUs) .
- PSU performance metrics: 50% based on EPS growth (performance condition) and 50% relative TSR (market condition) versus (A) 16 peer companies by GICS code and revenue size (25% of award) and (B) S&P 1000 (25% of award); payout range 0%–200% of target shares .
- Grant-date valuation inputs: PSU fair values per share $32.86 (performance-condition) and $48.55 (market-condition); RSU grant-date fair value $32.86 per share; aggregate grant-date RSU value $69,836; aggregate PSU value $129,859 .
| Award Type | Shares (#) | Grant Date | Vesting | Grant-Date FV per Share |
|---|---|---|---|---|
| PSUs (target) | 3,190 | Nov 21, 2023 | 3-year, cliff; immediate vesting on change in control or upon departure after ≥10 years (subject to performance) | $32.86 (EPS component), $48.55 (TSR component) |
| RSUs | 2,125 | Nov 21, 2023 | Vested Nov 30, 2024; immediate vesting on change in control or upon departure after ≥10 years | $32.86 |
| PSU Performance Metric | Weight | Measurement | Peer/Benchmark |
|---|---|---|---|
| EPS Growth | 50% | EPS growth over 3-year period | Company EPS; performance condition |
| Relative TSR (Peer Set) | 25% | TSR vs 16 companies (GICS- and revenue-based) | Market condition via Monte Carlo |
| Relative TSR (S&P 1000) | 25% | TSR vs S&P 1000 | Market condition via Monte Carlo |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public-company directorships disclosed for Gandhi |
| Employment: Melio Payments | Chief Business Officer | — | Private fintech; no Tetra Tech related-party transactions in FY2024 |
Expertise & Qualifications
- Skills highlighted: Senior leadership, business development and M&A, financial sophistication, innovation/technology, international operations, risk oversight, talent management/compensation .
- Education: BS (IIT Delhi); MS (Kansas State University); MBA (Chicago Booth) .
- Sector perspective: Technology and payments expertise complements Board’s innovation/technology and risk oversight priorities .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % Outstanding | Notes |
|---|---|---|---|
| Prashant Gandhi | 10,731 | <1% | As of Jan 2, 2025 |
| Unvested Equity Outstanding (as of Sep 29, 2024) | Count (#) |
|---|---|
| Unvested PSUs | 8,715 |
| Unvested RSUs | 2,125 |
| Stock Options Outstanding | 0 |
- Ownership alignment: Directors must own shares equal to at least 5x annual base cash retainer; phase-in over 5 years; until compliant must retain 75% of “gain shares”; as of FYE 2024 all directors (considering phase-in) met stock ownership guidelines; hedging and pledging of company stock are prohibited .
Governance Assessment
- Board effectiveness: Gandhi chairs the NCG committee, which oversees board composition, annual evaluations, succession planning, governance policies, and conflict-of-interest reviews—core governance levers for investor confidence; committee independence and 100% attendance support effectiveness .
- Alignment and incentives: Director pay skews to equity (annual RSUs + PSUs), with PSU metrics explicitly tied to EPS growth and multi-benchmark relative TSR; hedging/pledging prohibited and stock ownership guidelines enforced, reinforcing skin-in-the-game .
- Conflicts and related-party exposure: Audit Committee reviews related-party transactions; Tetra Tech reported no related person transactions in FY2024; NCG reviews non-financial hotline complaints and potential conflicts involving directors and executive officers .
- RED FLAGS: None disclosed—no pledging/hedging permitted, no FY2024 related-party transactions, independent status affirmed, and strong committee attendance. Note: Gandhi’s FY2024 cash fees reported as $110,000 despite program including an NCG chair retainer ($15,000); the proxy provides program terms and actuals without reconciling timing—no further explanation disclosed .