Sachin M. Shivaram
BROADWINDAbout Sachin M. Shivaram
Independent director of Broadwind, Inc. since November 2, 2022; age 44. CEO of Wisconsin Aluminum Foundry (since June 2019) with prior operating leadership across metals and manufacturing; education includes BA (Harvard), MPhil (Cambridge), and JD (Yale), and he is licensed to practice law in Wisconsin. Core credentials span manufacturing operations, corporate governance, M&A, risk management, public policy, marketing/sales, strategy, and business turnaround; he serves on several boards and committees bringing audit and finance oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Aluminum Foundry | Chief Executive Officer | June 2019–present | Vertically integrated aluminum/copper-alloy castings; manufacturing and workforce leadership |
| Sierra Aluminum (Samuel, Son & Co.) | President | July 2018–June 2019 | Metals processing/manufacturing leadership |
| Pressure Vessel Group (Samuel, Son & Co.) | President | June 2016–July 2018 | Industrial manufacturing operations |
| Main Steel Division (Samuel, Son & Co.) | Managing Director | Oct 2017–June 2019 | Division leadership in metal processing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GrafTech International (NYSE: EAF) | Director | Current | Public company board experience |
| Lodge Cast Iron | Director; Chair, Audit & Finance Committee | Current | Audit & finance oversight |
| Sheboygan Paint Inc. | Director; Chair, Audit Committee | Current | Audit oversight |
| National Association of Manufacturers | Executive Committee member | Current | Industry advocacy and policy |
| Wisconsin Center for Manufacturing & Productivity | Director; Chairman | Current | Manufacturing competitiveness |
| Green Bay Packers | Director | Current | Governance exposure at major sports franchise |
| Wisconsin Governor’s Council on Workforce Investment | Chairman | Current | Workforce policy leadership |
| New North Inc. (Northeast WI economic development) | Co-Chair | Current | Regional economic development |
| Lawrence University | Trustee | Current | Higher education governance |
| St. Norbert College (Schneider School of Business) | Adjunct faculty; Chair of School board | Current | Business education and governance |
Board Governance
- Independence: Board determined all directors except the CEO are independent under NASDAQ standards; Mr. Shivaram is independent .
- Tenure and service: Director since November 2, 2022; serves on Audit, Compensation, and Governance/Nominating Committees (no chair roles at BWEN) .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 87% of Board/committee meetings; all directors attended the 2024 Annual Meeting; executive sessions of independent directors occur at least twice per year .
- Committee memberships and activity:
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Reiland; Christman; Press; Shivaram | Reiland | 4 |
| Compensation | Wood; Christman; Shivaram; Press | Wood | 4 |
| Governance/Nominating | Christman; Reiland; Shivaram; Press | Christman | 3 |
- Board leadership: Independent Chairman (Cary B. Wood); Board reviews leadership structure regularly for effective oversight .
Fixed Compensation (Director)
| Item | Amount | Detail |
|---|---|---|
| Annual cash retainer | $12,500 per quarter; $25,000 earned in 2024 | Board forfeited Q1–Q2 2024 cash; reinstated Q3; Mr. Shivaram’s 2024 cash fees totaled $25,000 |
| Annual equity grant (RSUs) | $49,999 grant-date fair value | RSU grant of 18,382 shares on May 16, 2024; proxy references a per-share valuation of $4.105 and elsewhere $2.72; 18,382 RSUs outstanding at 12/31/24 scheduled to vest May 16, 2025 |
| Total 2024 director compensation | $74,999 | Fees $25,000 + Stock awards $49,999 |
Additional program features:
- Board Compensation Program: $50,000 annual RSUs plus quarterly cash fees per director .
- Deferred Compensation Plan eligibility; no deferrals in 2024 .
- Director stock ownership guidelines: within five years, hold shares equal to 3× prior-year annual cash retainer; all directors are currently in compliance .
Performance Compensation (Director)
- No performance-based director compensation disclosed; RSUs are time-based, and no options or meeting fees are indicated .
Other Directorships & Interlocks
- Public board: GrafTech International (NYSE: EAF) .
- Private/non-profit boards with audit chair responsibilities: Lodge Cast Iron; Sheboygan Paint Inc. .
- No related-party transactions requiring disclosure since January 1, 2024; Board notes no director arrangements requiring disclosure under NASDAQ Rule 5250(b)(3) .
Expertise & Qualifications
- Education: BA (Harvard), MPhil (Cambridge), JD (Yale); Wisconsin bar admission .
- Qualifications: manufacturing operations, governance, M&A, risk management, public policy, marketing/sales, strategy, business development, technology, turnarounds, global business development .
- Audit committee financial expert status: Board designates Reiland and Press as financial experts; Mr. Shivaram is not designated as an audit committee financial expert at BWEN .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sachin M. Shivaram | 82,894 | <1% (asterisk in proxy) | As of record date; compliance with ownership guidelines affirmed for all directors |
| RSUs outstanding (director) | 18,382 | N/A | Scheduled to vest May 16, 2025 |
Policies mitigating risk:
- Anti-hedging and anti-pledging policy for directors/officers; pre-clearance required for any transactions in company securities .
- Insider trading policy covering directors/officers .
Governance Assessment
- Board effectiveness: Independent director with deep operating experience chairs audit/finance committees on external boards; at BWEN he contributes across Audit, Compensation, and Governance/Nominating, supporting financial oversight and pay practices; attendance and multi-committee service indicate active engagement .
- Independence and alignment: Independent under NASDAQ rules; subject to and in compliance with stock ownership guidelines; anti-hedging/pledging policies enhance alignment with shareholders .
- Compensation structure: Director pay mix is modest and primarily time-based equity plus cash retainers; 2024 cash retainer was voluntarily reduced in Q1–Q2 amid expense actions, signaling cost discipline .
- Conflicts and related-party risk: Company reports no related-party transactions above thresholds and no director arrangements requiring NASDAQ 5250(b)(3) disclosure; ongoing Audit Committee oversight of related-party matters reduces conflict risk .
- RED FLAGS: None disclosed regarding pledging, hedging, related-party transactions, attendance shortfalls, or option repricing; note minor disclosure inconsistency on RSU grant valuation ($4.105 vs. $2.72 per share) requiring clarification but immaterial to governance risk .