Sunita Parasuraman
About Sunita Parasuraman
Independent Class I director of The Baldwin Insurance Group, Inc. (BWIN), age 52, serving since January 2022; term expires at the 2026 annual meeting . Education: MBA in Finance (UC Berkeley), Master in Engineering (University of Pennsylvania), BS in Engineering (IIT Bombay) . Background spans senior finance and technology roles at Meta (Facebook), including Head of Investments (New Product Experimentation), Head of Treasury for blockchain, and Global Head of Treasury . The Board determined she is independent under Nasdaq standards and serves on fully independent committees; the Board’s independent directors meet in executive session quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta (Facebook) | Head of Investments, New Product Experimentation | 2020–2023 | Led investment decisions for NPE initiatives |
| Meta (Facebook) | Head of Treasury, blockchain initiative | 2018–2020 | Built treasury capabilities for digital asset initiative |
| Facebook (Meta) | Global Head of Treasury | 2011–2018 | Oversaw global treasury operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IREN Limited | Board Member; Audit Committee Chair | Current | Audit chair responsibilities at a public company |
| IIT Bombay Heritage Foundation | Board Member; Chair, Nomination & Governance; Member, Finance Committee | Current | Governance leadership and finance oversight |
| Sri Ramana Maharshi Heritage | Board Member | Current | Non-profit board service |
Board Governance
- Independence: Determined independent; serves on fully independent Audit and Technology & Cyber Risk Committees .
- Committee memberships:
- Audit Committee member; Audit Committee determined all members (including Parasuraman) qualify as “audit committee financial experts” under SEC rules .
- Technology & Cyber Risk Committee member; committee chaired by Sathish Muthukrishnan .
- Board structure: Classified board; Parasuraman is a Class I director (term ends 2026) . Lead Independent Director is Chris Sullivan; independent directors meet in executive session quarterly .
- Meetings and attendance (2024 averages):
- Board: 13 meetings; 95% average attendance
- Audit: 4 meetings; 100% average attendance
- Compensation: 5 meetings; 100% average attendance
- Nominating & Corporate Governance: 4 meetings; 100% average attendance
- Technology & Cyber Risk: 4 meetings; 92% average attendance
Fixed Compensation
| Component | 2024 Structure | 2024 Actual (Parasuraman) | 2025 Structure |
|---|---|---|---|
| Annual Board Retainer – Cash ($) | 75,000 | 75,000 | 105,000 |
| Annual Board Retainer – Stock ($) | 75,000 (granted quarterly in fully vested Class A shares) | 78,474; issued as 2,463 fully vested shares | 105,000 (granted quarterly in fully vested Class A shares) |
| Committee Chair Fees ($) | Audit 20,000; Comp 15,000; N&G 10,000; Tech 15,000 | Not applicable (member, not chair) | Audit 20,000; Comp 15,000; N&G 15,000; Tech 15,000; Lead Independent 25,000 |
| Per-meeting fees / Perqs | None; reimbursement of reasonable travel expenses only | None | None |
Performance Compensation
- Non-employee directors are not entitled to incentive compensation; director pay is retainer-based (cash and fully vested stock) with no performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict Noted |
|---|---|---|---|
| IREN Limited | Director | Audit Chair | None disclosed by BWIN |
Expertise & Qualifications
- Audit/financial expertise: Audit Committee member; committee deemed all members “audit committee financial experts” .
- Technology/cyber oversight: Member of Technology & Cyber Risk Committee with mandate over cybersecurity, data responsibility, insurance coverage, and technology strategy; expected to meet at least four times per year .
- Education: MBA (UC Berkeley), Master’s in Engineering (UPenn), BS Engineering (IIT Bombay) .
- Industry experience: Senior finance and digital asset treasury leadership at Meta; relevant for capital allocation, digital risk, and emerging technologies .
Equity Ownership
| Holder | Class A Shares (#) | Class A % | Class B Shares (#) | Class B % | Combined Voting Power % |
|---|---|---|---|---|---|
| Sunita Parasuraman | 9,457 | <1% | — | — | <1% |
- Stock Ownership Guidelines: Non-employee directors expected to hold 5x annual cash retainer within five years of February 24, 2022 or date of first election; unvested time-based RSUs count, PSUs not yet achieved do not; pledged shares do not count toward compliance .
- Hedging prohibited; trading policy imposes pre-approval and limitations .
Governance Assessment
- Strengths:
- Dual-domain expertise (audit/finance and technology/cyber), enhancing board oversight of financial reporting and cybersecurity risk .
- Independent status and service on fully independent committees; board holds regular executive sessions led by a lead independent director .
- Transparent, retainer-based director compensation aligned with market median as of 2025; stock component paid in fully vested shares fosters ownership culture .
- Shareholder sentiment supportive: Say-on-Pay approval at 97.6% in 2025; 91% in 2024 noted in proxy CD&A .
- Potential Risks / RED FLAGS
- Control provisions: Stockholders Agreements allow “Holders” meeting a substantial ownership threshold to designate a majority of board nominees, including Board Chair; governance modified via Consent Agreement and 2024 Stockholders Agreement amid litigation challenging 2019 agreement—this can constrain board autonomy even with independent directors present .
- Related-party transactions exist at the company (e.g., The Villages commissions and leases; entity partly owned by a director), but none disclosed involving Parasuraman—ongoing audit oversight mitigates, but interlocks at the company level warrant monitoring .
- Technology & Cyber Risk Committee had lower average attendance (92% vs. 100% for others) in 2024; given cyber oversight criticality, sustained engagement is important (no individual attendance disclosed) .
- No Conflicts Disclosed:
- No related-party transactions identified for Parasuraman or her affiliates in the latest proxy .
Director Compensation Summary (Parasuraman – 2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,000 |
| Stock Awards (grant-date fair value) | 78,474 (2,463 fully vested shares) |
| All Other Compensation | — |
| Total | 153,474 |
Committee Assignments
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Audit Committee | Member | No | Committee deems all members “audit committee financial experts” |
| Technology & Cyber Risk Committee | Member | No | Oversees cybersecurity, data responsibility, tech investments |
| Other Committees | — | — | Not listed as member of Compensation, Nominating & Corporate Governance, or Executive Committees |
Shareholder Engagement & Say-on-Pay Signals
- Company conducts proactive engagement; disclosures note ongoing dialog and enhancements to governance based on investor feedback .
- 2025 Annual Meeting voting outcomes:
- Say-on-Pay: For 97,572,489; Against 2,664,822; Abstain 361,392; strong approval signal .
- Director elections: Class III nominees elected with substantial support; independent oversight maintained .
Related-Party Exposure
- No transactions disclosed involving Parasuraman; audit committee reviews related person transactions per policy . Company-level transactions include commissions and leases with >5% holders and entities related to another director; monitored via Audit Committee oversight .
Notes on Policies Relevant to Alignment
- Stock Ownership Guidelines for directors (5x cash retainer; five-year compliance window; pledging disqualifies shares) .
- Hedging prohibited; Trading Policy governs directors’ transactions .
- Indemnification agreements in place for directors; D&O insurance maintained .
Signals for Investors
- Audit and cyber oversight depth, independence, and multi-disciplinary experience support board effectiveness; no personal conflicts disclosed .
- Governance overhang from Stockholders Agreements and ongoing litigation context indicates structural influence by controlling holders; independent committee constructs partially mitigate but merit ongoing monitoring .
- Director compensation moved to peer median for 2025, maintaining equity alignment; absence of performance-linked director pay aligns with best practice .