Shikhar Ghosh
WEXAbout Shikhar Ghosh
Shikhar Ghosh, age 67, is an independent director of WEX and has served on the Board since 2005. He is a Professor of Management Practice at Harvard Business School, co-chairs the Rock Center for Entrepreneurship and HBS Foundry, and leads the AI Observatory—bringing deep expertise in advanced technologies, AI and cybersecurity to WEX’s Board. He serves on WEX’s Corporate Governance Committee and Technology & Cybersecurity Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Professor of Management Practice; co-chair Rock Center & HBS Foundry; leads AI Observatory | Faculty since Aug 2008 | Teaches advanced technologies (AI, blockchain, synthetic biology); advisor to companies; authored cybersecurity case studies |
| Decision Resource Group | Board member | 2010–2020 | Healthcare data & analytics oversight |
| Kessler Group | CEO, Risk Syndication | Jun 2006–Dec 2007 | Enabled bank clients and endorsing partners to market credit cards |
| Verilytics Technologies, LLC | Chairman & CEO | Jun 1999–Jun 2004 | Analytical software in financial services |
| Open Market, Inc. | Founder | 1993 | Internet commerce and information publishing software |
| Appex Corp. | CEO | 1988–1993 | Technology company sold to EDS in 1990 |
| The Boston Consulting Group | Various roles; elected worldwide partner & director | 1980–1988 (partner/director 1988) | Global strategy and operations experience |
External Roles
| Organization | Role | Nature | Committees/Impact |
|---|---|---|---|
| Evidence Action | Board member | Non-profit health services | Provides health services to 200M+ children across countries; global scaling expertise |
| Rescale Inc. | Board member | Private high-performance cloud computing & AI | Security-intensive applications; HPC infrastructure governance |
| Flipside Crypto, Inc. | Board member | Blockchain analytics | Digital assets analytics oversight |
Board Governance
- Committee assignments: Member, Corporate Governance Committee; Member, Technology & Cybersecurity Committee .
- Independence: The Board determined Ghosh is independent under NYSE standards; WEX confirmed independence of CGC, Audit, and LDCC members .
- Attendance & engagement: The Board held 5 meetings in 2024, each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting virtually .
- Committee activity: CGC met 5 times in 2024 (succession, related-party review, governance, sustainability oversight). Tech & Cyber met 4 times, receiving quarterly CISO threat matrix and cyber health reports .
- Related-party transactions oversight: CGC pre-approves related-person transactions; no transactions disclosed involving Ghosh in 2024–2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Non-Employee Director Cash Retainer | $85,000 | Paid quarterly; employees not separately compensated for Board service |
| Committee Chair Fees | $0 | Ghosh is a member (not chair) of CGC and Tech & Cyber |
| Total Fees Earned or Paid in Cash (2024) | $85,000 | As reported in Director Compensation table |
Performance Compensation
| Equity Grant | Value | Units / Vesting | Metrics |
|---|---|---|---|
| Annual RSU grant (May 9, 2024) | $200,035 | 960 RSUs outstanding at 12/31/2024; vest on first anniversary of grant (May 9, 2025) | Director equity is time-vested RSUs; no performance metrics disclosed for director equity |
| 2025 Annual RSU grant (post-meeting) | ~$215,000 | Granted to then-serving non-employee directors; value based on closing price at grant | Time vest; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ghosh |
| Compensation Committee interlocks | None in 2024; LDCC comprised of independent directors (Callahan, Altobello, Neary, Stephen Smith, VanWoerkom) |
| Potential interlocks with customers/suppliers | Not disclosed; CGC oversees conflicts and related-person transactions |
Expertise & Qualifications
- Technology, AI, and cybersecurity expertise; advisor and educator on advanced tech; authored cybersecurity case studies .
- Digital payments and fintech experience since 1996; scaling international businesses and large healthcare operations .
- Global and business development/M&A experience through operating roles and board service .
Equity Ownership
| Measure | Amount |
|---|---|
| Common Stock Owned | 6,598 shares (<1%) |
| Right to Acquire by 5/31/2025 | 960 shares (<1%) |
| Total Beneficial Ownership | 7,558 shares (<1%) |
| Deferred Stock Units balance | 42,169 DSUs, convertible 200 days post Board separation |
| Ownership guidelines | 5× annual cash retainer; all non-employee directors compliant as of 7/31/2024 |
| Hedging/pledging | Prohibited for directors under WEX policy |
Governance Assessment
- Strengths: Deep AI/cybersecurity and fintech experience aligned with Tech & Cyber oversight; independence affirmed; active committee roles in governance and cybersecurity; satisfactory attendance; adherence to anti-hedging/pledging and ownership guidelines .
- Alignment: Director pay mix combines modest cash retainer and equity RSUs with time-based vesting; substantial DSU balance suggests long-term alignment and deferral discipline .
- Conflicts/related-party exposure: No related-party transactions involving Ghosh disclosed; CGC oversight framework and recusal rules reduce conflict risk .
- Board quality signals: Strong say-on-pay support (≈98% in 2024); structured committee oversight; semi-annual executive sessions led by Lead Director .
RED FLAGS: None disclosed specific to Ghosh (no pledging/hedging, no related-party transactions, attendance at least 75%); continue monitoring any external board roles for potential transactional ties with WEX customers/suppliers via CGC processes .