Sathish Muthukrishnan
About Sathish Muthukrishnan
Independent Class I director of The Baldwin Insurance Group, Inc. (BWIN) since June 2023; age 51. Chairs the Technology and Cyber Risk Committee, bringing deep technology and cybersecurity oversight experience as Chief Information, Data and Digital Officer at Ally Financial (since January 2020). Holds an engineering degree (Computer Science) from University of Madras. Class I term expires at the 2026 annual meeting, consistent with BWIN’s classified board structure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ally Financial, Inc. | Chief Information, Data and Digital Officer | Jan 2020–present | Enterprise digital transformation and cyber oversight relevant to board’s tech risk governance |
| Honeywell Aerospace | Chief Digital & Information Officer; Chief Technology Officer | 2017–2020 | Led digital/technology operations; applicable to cyber resiliency |
| American Express | CIO – Enterprise Digital | 2007–2017 | Enterprise-scale digital leadership |
| United Airlines | Enterprise Software Architect | 1999–2006 | Systems architecture experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Road to Hire | Board Member | Not disclosed | Workforce development |
| MMA Chief Digital Officers Board | Board Member | Not disclosed | Digital leadership network |
| WIT International | Advisory Board Member | Not disclosed | Technology advisory role |
Board Governance
- Independence: Board determined eight of ten directors (including Muthukrishnan) are independent under Nasdaq and SEC standards.
- Leadership: Classified board (three classes); Muthukrishnan is Class I with term through 2026; Chris Sullivan serves as Lead Independent Director.
- Committee chairmanship: Technology and Cyber Risk Committee Chair; committee expected to meet at least four times per year.
- Attendance: 2024 board held 13 meetings with 95% average attendance; committee attendance averages shown below. Overall director attendance averaged 97%.
| Committee | Membership (S. Muthukrishnan) | Chair? | 2024 Meetings | 2024 Avg Attendance |
|---|---|---|---|---|
| Technology & Cyber Risk | Member | Yes | 4 | 92% |
| Audit | Not a member | No | 4 | 100% |
| Compensation | Not a member | No | 5 | 100% |
| Nominating & Corporate Governance | Not a member | No | 4 | 100% |
| Executive Committee | Not a member | No | 0 (no meetings held) | — |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $75,000 | Paid quarterly |
| Technology & Cyber Risk Chair retainer (cash) | $15,000 | Chair fee |
| Total cash fees (2024) | $90,000 | Sum of cash + chair fee |
| Stock award grant-date fair value (2024) | $78,474 | Issued as 2,463 fully vested shares of Class A |
| 2025 structure (cash retainer) | $105,000 | Approved Nov 2024 |
| 2025 structure (stock retainer) | $105,000 | Granted in quarterly installments |
| 2025 chair retainer (Tech & Cyber) | $15,000 | Chair fee |
Directors receive no per-meeting fees; eligible for expense reimbursement; no retirement benefits, incentive compensation, or perquisites.
Performance Compensation
Directors do not receive incentive or performance-based compensation; no performance metrics are used for director pay.
| Performance Component | Status |
|---|---|
| Annual incentive plan | Not applicable for directors |
| Equity performance awards (PSUs/Options) | Not applicable for directors |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Muthukrishnan in the proxy. |
Related-party transactions disclosed involve The Villages affiliates and an entity ~35% owned by director Chris Sullivan; none involve Muthukrishnan.
Expertise & Qualifications
- Top expertise areas include cybersecurity/privacy/technology and public company leadership/governance (as reflected in the Board skills matrix).
- Additional experience spans innovation and global operations, aligning with the Technology & Cyber Risk Committee’s remit.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Class B Shares | Combined Voting Power Note |
|---|---|---|---|---|
| Sathish Muthukrishnan (as of Apr 8, 2024) | 3,094 | <1% | — | Combined voting power footnotes per company table; individual <1% on Class A. |
Stock ownership guidelines require non-employee directors to hold 5x annual board cash retainer (excludes committee/lead fees) within five years of first election; shares subject to pledges do not count toward guidelines. Hedging transactions in company equity are prohibited for directors.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 97,572,489 | 2,664,822 | 361,392 | 4,318,970 |
Class III director elections (2025): Joseph Kadow (83,484,628 For), Chris Sullivan (84,644,882 For), Myron Williams (84,977,862 For).
Governance Assessment
- Board effectiveness: High overall attendance (97%) and robust committee structure; Technology & Cyber Risk committee chaired by an experienced technology executive (Muthukrishnan) meets regularly, enhancing oversight of cyber/data risks.
- Independence and leadership: Presence of Lead Independent Director and majority independent board supports oversight balance; Muthukrishnan is independent.
- Ownership alignment: Director pay uses a mix of cash and fully vested stock; stock ownership guidelines set 5x cash retainer targets for directors; hedging prohibited.
- Shareholder support: Strong 2025 Say‑on‑Pay support (97.6M For vs 2.7M Against by count) and re‑election votes indicate investor confidence in governance and compensation frameworks.
- RED FLAGS and structural risks:
- Stockholders Agreements grant Pre‑IPO holders approval rights over key corporate actions and permit designating nominees for a board majority while substantial ownership persists; though constrained by an Independent Committee/Consent Agreement framework, this introduces potential control risks relative to typical one‑share/one‑vote dynamics.
- Related‑party dealings include commission revenue and leases with The Villages affiliates and transactions with an entity partially owned by director Chris Sullivan; while subject to an Audit Committee RPT policy, these require ongoing monitoring for conflicts.
- No director‑specific conflicts for Muthukrishnan are disclosed in related‑party sections; no per‑director performance compensation that could misalign incentives.
Overall signal: Muthukrishnan’s chair role and deep cyber background strengthen board risk oversight; structural shareholder rights and RPTs are governance watch‑items but are partially mitigated by independent committee processes and transparent disclosure.