Ellyn Shook
About Ellyn Shook
Ellyn Shook, age 61, is an independent director of The Baldwin Insurance Group, Inc. (BWIN) who has served on the Board since January 2022; she holds a BS in Restaurant, Hotel, and Institutional Management from Purdue University and brings deep human capital leadership experience from Accenture, where she served as Chief Leadership and Human Resources Officer (2014–2024) and currently serves as Accenture Luminary, Senior Client Advisor (since September 2024) . She is a Class I director with a term expiring at the 2026 annual meeting and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Accenture Luminary, Senior Client Advisor | Since Sep 2024 | Senior advisory capacity focused on client leadership |
| Accenture | Chief Leadership and Human Resources Officer | 2014–2024 | Led global human capital strategy and leadership development |
| Accenture | Chief/Global Human Resources roles | 2004–2014 | Progressively senior HR leadership positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SanDisk Corporation | Board Member; Chair, Compensation and Talent Committee | Not disclosed | Oversight of executive pay and talent strategy |
| Professional Roundtable of CHROs | Executive Committee Member | Not disclosed | Executive governance and HR leadership forum |
| National Academy of HR | Board Member | Not disclosed | Human resources professional leadership body |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating and Corporate Governance Committee member; independent director designation affirmed .
- Committee composition (Compensation): Ellyn Shook (Chair), Jay Cohen, Chris Sullivan, Myron Williams; all members are independent and non‑employee directors under Nasdaq and Rule 16b‑3 .
- Committee composition (Nominating & Corporate Governance): Joseph Kadow (Chair), Ellyn Shook, Chris Sullivan, Myron Williams; all members independent .
- Board structure/independence: 10 directors (8 independent), quarterly executive sessions led by the lead independent director; Board Chair is non‑independent (founder/employee) .
- Meetings and attendance (2024): Board met 13 times (95% average attendance); Compensation Committee met 5 times (100% attendance); Nominating met 4 times (100% attendance); average director attendance across Board/Committees was 97%; annual meeting attendance was 90% .
| Committee | Role | 2024 Meetings Held (#) | Committee Attendance (%) |
|---|---|---|---|
| Compensation | Chair | 5 | 100% |
| Nominating & Corporate Governance | Member | 4 | 100% |
- Committee interlocks/conflicts: Compensation Committee reports no officer interlocks or related relationships in 2024; exception pertains to Chris Sullivan under “Other Related Person Transactions” (not Ellyn Shook) .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Shares Granted (#) | Total ($) |
|---|---|---|---|---|
| 2024 | 90,000 | 78,474 | 2,463 fully vested shares | 168,474 |
Director compensation structure as updated for 2025:
| Component | Amount ($) |
|---|---|
| Annual Board Retainer – Cash | 105,000 |
| Annual Board Retainer – Stock | 105,000 |
| Compensation Committee Chair Retainer | 15,000 |
| Nominating & Corporate Governance Committee Chair Retainer | 15,000 |
Notes:
- Stock grants are made in quarterly installments of Class A common stock, sized by closing price before the quarter start; cash retainers paid quarterly .
Performance Compensation
- For non‑employee directors, equity was granted as fully vested shares; no options/PSUs, performance metrics, or vesting schedules were disclosed for director pay in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee/Position | Interlock/Conflict Notes |
|---|---|---|---|
| SanDisk Corporation | Director | Chair, Compensation & Talent Committee | No BWIN‑related interlock disclosed; Comp Committee interlocks otherwise none, aside from Chris Sullivan’s related transactions disclosure (not Shook) |
Expertise & Qualifications
- Top expertise: Human Resources/Human Capital Management; Innovation; Global Operations (identified as top-four skill areas for Shook in the Board Skills Matrix) .
- Additional governance skills: Public company leadership and governance experience; participation in HR professional bodies .
Equity Ownership
| Security | Shares Beneficially Owned (#) | Percentage of Class (%) |
|---|---|---|
| Class A Common Stock | 9,457 | <1% |
| Class B Common Stock | — | — |
- Stock ownership guidelines: Non‑employee directors must hold 5x annual Board cash retainer (excluding leadership/committee fees) within five years of first election/appointment; pledged shares do not count toward compliance; certain unvested/vested RSUs and settled PSUs count per specified rules .
- 2025 cash retainer baseline for guideline (5x) updated to $105,000; compliance status for Shook not explicitly disclosed .
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair with clear charter and oversight of executive/director pay; use of independent compensation consultant FW Cook deemed independent under SEC/Nasdaq; committee‑level attendance at 100% signals strong engagement; Board conducts quarterly executive sessions and maintains majority independence .
- Pay alignment and shareholder support: 2025 say‑on‑pay passed with 97,572,489 For votes vs 2,664,822 Against and 361,392 Abstain, indicating strong investor support; prior 2024 say‑on‑pay received ~91% votes in favor .
- Ownership alignment: Personal equity stake (9,457 Class A shares) and robust ownership guidelines (5x cash retainer) promote alignment; director equity delivered in stock rather than options, reducing risk of misalignment or repricing issues .
- Potential watch‑items: Board Chair is non‑independent; committee authority includes delegation to CEO for certain non‑Section 16 equity grants—typical but should be monitored to ensure continued independence and appropriate controls; Compensation Committee disclosed one member (Chris Sullivan) with related person transactions, but no such disclosure for Shook .
RED FLAGS: None disclosed specific to Ellyn Shook (no related‑party transactions, pledging, or attendance shortfalls reported) .