Sejal Shah Gulati
About Sejal Shah Gulati
Independent director of VPG since 2022; age 51. Gulati holds a BA from Princeton University and an MBA from Harvard Business School, and brings expertise in digital marketing, B2B payments, and commercial services leadership . The Board affirmatively determined she is independent under NYSE rules; the Board met six times in 2024 and each director (including Gulati) attended at least 75% of Board and applicable committee meetings; all eight directors at the time attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOW™ (B2B payments startup) | Chief Growth Officer | Oct 2021 – Feb 2024 | Led growth initiatives in B2B payments acceleration |
| Genpact Limited (NYSE: G) | SVP and Growth Leader | Jan 2021 – Oct 2021 | Digital transformation growth leadership |
| American Express | GM & VP, Global Commercial Services | 2017 – 2020 | Commercial services leadership |
| EZETAP (B2B payments) | Chief Marketing Officer | 2016 – 2017 | Go-to-market for payments startup |
| Time Inc. India / TAS Analytical Services | Founder & CEO | 2006 – 2016 | Built media analytics business for Time Inc./Time Warner |
| Time Inc. (publications) | Director of Sales & Marketing | Prior to 2006 | Multiple industry awards for innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Princeton University | Trustee | Prior service (dates not specified) | Governance role at alma mater |
| Harvard Business School Alumni Board | President | Prior service (dates not specified) | Alumni leadership |
Board Governance
- Committee memberships (2024): Member, Compensation Committee; not a member of Audit or Nominating & Corporate Governance Committees .
- Compensation Committee roster/report: Janet Clarke (Chair), Sejal Shah Gulati, Timothy Talbert .
- Independence: Board determined Gulati is independent; all standing committees (Audit, Compensation, Nominating) are fully independent .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and committee meetings during service; all eight directors attended the 2024 annual meeting .
- Executive sessions: The Nominating & Corporate Governance Committee Chair (Talbert) presides over executive sessions of non-management directors per Corporate Governance Principles .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer under NEDC Plan |
| Committee chair fees | $10,000 (Comp), $10,000 (Nominating), $15,000 (Audit) | Only for committee chairs; Gulati is not a chair |
| 2024 fees paid (actual) | $45,000 | Disclosed for Gulati; total excludes equity |
Performance Compensation
| Component | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant to directors | Policy: $80,000 | Vests at earlier of next annual meeting or first anniversary of grant (May 21, 2025 for 2024 grants), subject to continued service | Granted immediately upon election; number sized by 5-day average closing price |
| 2024 Stock Awards (fair value reported) | $82,260 | Recognized over vesting period | Aggregate grant-date fair value for Gulati |
No director options or performance-based director equity awards disclosed; director equity is time-vested RSUs under the NEDC Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Gulati in VPG’s 2025 proxy .
- Interlocks: Compensation Committee disclosed no interlocks or insider participation in 2024 (no committee member was an officer/employee of VPG or an executive officer of another entity where VPG executives serve on the board) .
Expertise & Qualifications
- Digital marketing and business management expertise; B2B payments and global commercial services leadership; prior entrepreneurship in media analytics .
- Education: BA, Princeton; MBA, Harvard Business School .
- Governance exposure via prior trustee and alumni leadership roles .
Equity Ownership
| Holder | Common Shares | RSUs Scheduled to Vest ≤60 Days | Options Exercisable ≤60 Days | Ownership % of Class | Class B Shares | % of Class B | Voting Power (All classes) |
|---|---|---|---|---|---|---|---|
| Sejal Shah Gulati | 4,132 | 2,471 | — | <1% | — | — | — |
- Hedging/pledging: Company prohibits hedging, short sales, publicly traded options, and pledging of Company securities for directors, officers, employees, and covered persons .
- Director stock ownership guidelines: Not disclosed; executive stock ownership guidelines apply to executives, not directors .
Governance Assessment
- Strengths: Independent director with relevant digital growth expertise; active Compensation Committee role alongside an independent chair; satisfactory attendance; equity-based director pay aligns with shareholder value over annual cycles; robust anti-hedging/pledging and Dodd-Frank clawback policies enhance alignment and compliance .
- Potential concerns/RED FLAGS: VPG’s dual-class structure and concentrated voting control via the Zandman family trust and voting agreements (up to ~35.1% of total voting power controlled by Ruta Zandman; other significant concentrations for Marc Zandman and CEO Ziv Shoshani) may limit minority investor influence on board matters despite director independence; this is a firm-level governance factor rather than person-specific .
- Engagement signals: No late Section 16 filings reported for Gulati; Committee independence maintained; Meridian engaged as independent compensation consultant to support committee work (executive comp) evidences governance rigor .
- Director pay mix: For 2024, cash ($45,000) vs. equity ($82,260) indicates meaningful equity orientation; no meeting fees or option grants disclosed; RSUs vest on annual cycle, encouraging retention and board continuity .
Compensation Committee Analysis (context for Gulati’s committee work)
- Committee membership: Clarke (Chair), Gulati, Talbert; fully independent .
- Use of independent consultant: Meridian Compensation Partners engaged in 2024; Compensation Committee assessed independence and conflict factors per NYSE standards; no conflicts found .
Attendance and Independence
- Board met six times (2024); each director attended ≥75% of assigned meetings; Gulati determined independent; standing committees fully independent .
Related Party Transactions (conflict screen)
- No related-party transactions disclosed involving Gulati; Nominating & Corporate Governance Committee administers the Related Party Transactions Policy; committee members recuse for self-related reviews .