Business Context and Reporting Period
This Form 8-K Current Report was filed by Genpact Limited, a Bermuda company, on October 30, 2009. The report discloses changes to the composition of the Company's Board of Directors effective as of the filing date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and director compensation arrangements.
Material Changes
- Resignation: Mr. J Taylor Crandall, a managing partner of Oak Hill Capital Management, LLC, resigned from the Board of Directors effective October 30, 2009. He had served since January 2005.
- Appointment: Mr. Douglas Kaden, age 37 and a partner at Oak Hill, was appointed to the Board effective October 30, 2009, to fill the vacancy created by Mr. Crandall's resignation.
- Shareholder Designation: Mr. Kaden is one of four designees to the Board nominated by Genpact Investment Co. (Bermuda) Limited, an investment vehicle jointly owned by General Atlantic LLC and Oak Hill.
Compensation and Governance Details
Mr. Kaden has not been appointed to any Board committees at this time. His compensation package includes:
- Stock Options: Options to purchase 45,225 common shares with a five-year vesting schedule. The exercise price equals the fair market value at the time of grant.
- Annual Retainer: $40,000.
Investor Verification Checklist
- Verify the total number of directors currently serving on the Board following this appointment.
- Confirm the specific vesting schedule terms for the 45,225 options granted to Mr. Kaden.
- Review the Shareholders' Agreement to understand the voting rights and nomination powers of Genpact Investment Co. (Bermuda) Limited.
- Check for any subsequent filings regarding committee assignments for Mr. Kaden.