Sailaja Shankar
BORGWARNERAbout Sailaja K. Shankar
Independent director of BorgWarner (BWA) since 2022; age 58. Serves on the Audit Committee and Compensation Committee, and is designated by the Board as an “Audit Committee Financial Expert.” Senior Vice President, Engineering, Security Business Group at Cisco Systems; prior senior roles at Cisco and McAfee focused on cybersecurity and AI. Education: B.Sc. in Chemistry (Maris Stella College), B.A. and M.A. (Andhra University) in Mass Communications/Journalism and English; recognized by CRN as one of “10 Women Making a Difference in Cybersecurity” (2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems – Security Business Group | SVP, Engineering (strategy execution, architecture) | Jan 2023–present | Executive sponsor for Women in AI/Tech/Cyber; Humans of AI; drives portfolio innovation and strategic change |
| Cisco Systems – Security Business Group | SVP & GM (SBG); SVP & GM, Cloud & Network Security | Sep 2021–Jan 2023; Jun 2021–Sep 2021 | Led SBG operations and cloud/network security BU |
| McAfee Corp. | SVP Engineering, Enterprise | Feb 2019–Jun 2021 | Responsible for security and threat defense solutions across endpoint/XDR/data center/cloud-native apps |
| McAfee Corp. | GM, Mobile & ISP Solutions BU | Feb 2016–Feb 2019 | General management of mobile/ISP security business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Team8 (VC) | Board of Advisors member | Current | Advises global cybersecurity VC platform |
| Qwiet AI (formerly ShiftLeft) | Board Observer | Current | Cybersecurity solutions oversight |
| How Women Lead | Global Advisor | Current | Advocacy and mentorship for technical women leaders |
Board Governance
- Committees: Audit Committee member; Compensation Committee member. Audit met 6x in 2024 and Compensation met 7x in 2024; Board held 5 meetings in 2024, and all directors attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting.
- Independence: Independent director; 7 of 8 directors are independent under NYSE and Board guidelines.
- Audit Committee Financial Expert: Shankar, Hanley, McWhinney, and Thai‑Tang qualify under SEC rules.
- Risk oversight scope: Audit oversees accounting, audit, financial reporting, risk management including cybersecurity and ESG-related disclosure; Compensation oversees human capital and ESG alignment in pay; Corporate Governance oversees sustainability and related person transactions.
- Governance practices: Independent Board Chair; annual director elections; majority voting; stockholder rights to call special meetings (20%) and act by written consent (10%); limits of 4 public company boards per independent director; clawback/recoupment policies; prohibition of speculative transactions (hedging) and pledging.
Fixed Compensation
| Metric (Non-Employee Director) | 2024 | Notes |
|---|---|---|
| Cash fees earned (Shankar) | $145,997 | Includes base cash retainer and committee member retainers |
| Equity awards (grant-date fair value, restricted stock) | $165,000 | Annual director equity compensation (restricted stock) |
| Total compensation (Shankar) | $310,997 | Sum of cash and equity awards |
| Base cash retainer (Board) | $130,000 | Increased from $125,000 effective Feb 7, 2024 |
| Committee member retainers | Audit $7,500; Compensation $9,000; Corporate Governance $6,000 | Annual committee fees |
| Committee chair retainers | Audit $30,000; Compensation $25,000; Corporate Governance $20,000 | Increased effective Feb 7, 2024 (chairs only) |
- Directors stock ownership expectation: 5× annual cash retainer within five years of joining the Board; all directors met or were appropriately progressing by Mar 3, 2025.
Performance Compensation
- Non-employee directors do not receive performance-based cash incentives or option grants; director equity is time-based restricted stock (no PSU/option awards for 2024).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public companies | — | None | No current public company directorships |
| Compensation Committee interlocks | — | N/A | 2024 Compensation Committee members (Greenstein, McAlmont, Shankar, McWhinney) had no Item 404 relationships or interlocks requiring disclosure; no reciprocal compensation-committee service interlocks. |
Expertise & Qualifications
- Cybersecurity and AI expertise; non-automotive technology leadership; product/clean-tech/electronics knowledge; manufacturing experience; environmental/sustainability oversight; SEC-defined Audit Committee Financial Expert.
- Education: B.Sc. Chemistry; B.A./M.A. in Mass Communications/Journalism and English; recognized by CRN in 2022 for cybersecurity leadership.
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Total beneficial ownership (shares) | Mar 3, 2025 | 8,753 (includes 4,953 unvested restricted shares) |
| Ownership % of shares outstanding | Mar 3, 2025 | <1% (219,686,258 shares outstanding) |
| Unvested restricted stock (director grant) | FY 2024 year-end | 4,953 shares (outstanding restricted stock at fiscal year-end) |
| Stock ownership guideline & status | Mar 3, 2025 | Expectation: 5× cash retainer within 5 years; directors met or are appropriately progressing |
| Hedging/pledging status | Policy | Hedging and pledging prohibited by Insider Trading & Confidentiality Policy |
Insider Trades
| Date | Transaction | Shares | Price | Source/Note |
|---|---|---|---|---|
| — | Not disclosed in proxy | — | — | Proxy provides beneficial ownership but does not list Form 4 transactions; refer to SEC filings for any Form 4 activity. |
Governance Assessment
- Committee influence: Dual membership on Audit and Compensation positions Shankar at the nexus of financial reporting integrity, cybersecurity risk oversight, and pay-for-performance alignment—strengthened by her SEC “financial expert” designation and cybersecurity background.
- Independence/attendance: Independent; Board is 7/8 independent; all directors met minimum attendance; strong governance features (majority voting, annual elections, executive sessions led by independent Chair).
- Alignment and protections: Prohibitions on hedging/pledging; robust clawback policy; director stock ownership expectations; related-party transactions independently reviewed by Corporate Governance Committee; no Item 404 related relationships for Shankar’s compensation committee.
- Shareholder sentiment: 2024 say-on-pay support was 72.9%; Board engaged with investors and adjusted compensation metrics for 2025 (TSR target above median; negative TSR cap; added EPS and relative revenue growth), signaling responsiveness and pay discipline.
- Potential conflicts: Current executive role at Cisco (network/security) does not indicate disclosed related-party transactions with BorgWarner; Board’s related-person transaction policy and oversight mitigate risk. No over-boarding risk disclosed; directors limited to ≤4 public boards.
Overall signal: High governance quality—independence, risk oversight (including cybersecurity), and compensation rigor—supports investor confidence; no disclosed red flags (no hedging/pledging, no related-party transactions or interlocks) tied to Shankar.