Sharda Cherwoo
Director at CG
Board
About Sharda Cherwoo
Independent Director on Carlyle’s Board since June 1, 2023; age 66; Audit Committee member and designated “audit committee financial expert.” Nearly 40-year EY career, including Americas Intelligent Automation Leader; CPA with B.Sc. in Accounting (Valedictorian) from Sacred Heart; executive education at Harvard Business School and Kellogg. Current public company directorship: World Kinect Corporation; prior boards: Doma Holdings Inc. and World Quantum Growth Acquisition Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Americas Intelligent Automation Leader & Partner; Senior Advisory Partner (Private Equity); Global Client Service Partner; Global Tax Account Leader | ~40 years; including founding CEO of EY Global Shared Services (Bangalore) 2001–2004 | Led billion‑dollar digital transformation business; pioneered RPA/AI strategy; established EY’s first global offshoring center for client-facing operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Kinect Corporation | Director (public company) | Current | — |
| Doma Holdings Inc. | Former Director (public company) | Prior | — |
| World Quantum Growth Acquisition Corp. | Former Director | Prior | — |
| Columbia Business School | Executive in Residence | Since 2023 | — |
| Land O’Lakes Inc. | Advisory Board Member | Since 2020 | — |
| Tax Analysts | Board Director | Since 2020 | — |
| NACD – New York Chapter | Board Member | Since 2021 | — |
| International House of New York | Trustee | Since 2008 | — |
Board Governance
- Independence: Board affirms Cherwoo is independent under Nasdaq, SEC, and CG Governance Policy; independent directors include Ms. Cherwoo, among others.
- Committee Assignments: Audit Committee member; Audit Committee chaired by William J. Shaw; members include Cherwoo, Lawton W. Fitt, and Derica W. Rice. All are “audit committee financial experts.” Audit responsibilities include oversight of financial reporting, auditor independence, internal audit, and cybersecurity.
- Attendance and Engagement: In 2024, Board met 7 times; Audit 10; Compensation 6; Nominating & Governance 3. Each incumbent director attended at least 75% of meetings; independent directors meet in executive session regularly.
- Lead Independent Director: Mark S. Ordan (appointed March 10, 2025) presides over executive sessions and shareholder engagement; previously Lawton W. Fitt since 2015.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $140,000 | 2024 rate; applies to 2025 as well |
| Annual RSU retainer (grant-date fair value) | $205,000 | Granted May 1, 2024; vests May 1, 2025 |
| Committee chair fees (if applicable) | Audit Chair: $40,000; Comp Chair: $25,000; Nominating Chair: $25,000 | Cherwoo is not a chair; Audit Chair is William J. Shaw |
| Lead Independent Director add’l cash | $65,000 | Not applicable to Cherwoo |
| 2024 Director compensation (Cherwoo) | Cash: $140,000; Stock awards: $198,859; Total: $338,859 | RSU grant-date fair value; paid as non‑employee director |
Deferral mechanics and alignment:
- Directors may elect to defer RSU vesting settlements and/or cash retainers into fully vested shares or deferred RSUs; settlements on retirement or date certain; dividend equivalents paid on vested deferred RSUs.
Performance Compensation
| Performance Metrics Tied to Director Compensation | Status | Evidence |
|---|---|---|
| Performance‑vesting equity or bonus metrics for directors | None disclosed; director equity is time-vesting RSUs as part of annual retainer | Director comp structure and annual RSU retainer terms |
Other Directorships & Interlocks
- Current public board: World Kinect Corporation (energy distribution/services). No related-party transactions with CG disclosed.
- Potential interlock consideration: EY is CG’s independent auditor; Cherwoo is a former EY senior partner, not a current EY partner. The Board’s independence standards disqualify current partners or those who worked on audits in the last three years; Board concluded independence for Cherwoo.
Expertise & Qualifications
- Accounting and Finance; Financial Services; Risk Management & Compliance; Technology and/or Cybersecurity; Sustainability; Senior Executive & Corporate Governance; Global Perspective. Designated “audit committee financial expert.”
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (common) | 10,713 shares; <1% | As of April 4, 2025; includes underlying RSUs vesting within 60 days |
| Unvested RSUs outstanding (12/31/2024) | 5,004 units | Market value $252,652 at $50.49 closing price on 12/31/2024 |
| RSUs vesting within 60 days (of 4/4/2025) | 5,004 shares | Counted toward beneficial ownership per table note |
| Stock ownership guideline | 5x base cash retainer within 5 years (phase‑in) | Unvested RSUs and deferred RSUs count as “owned”; Cherwoo within phase‑in period |
Governance Assessment
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Strengths:
- Deep audit, finance, and digital transformation expertise; “audit committee financial expert” designation strengthens financial oversight and cybersecurity risk governance.
- Independent director status affirmed; adherence to robust related‑party policy and independence standards.
- Alignment mechanisms: material equity component via annual RSU retainer; ownership guidelines (5x cash retainer) and director deferral program enhance skin‑in‑the‑game.
- Board activity and oversight intensity: Audit Committee met 10 times in 2024; regular executive sessions of independent directors.
-
Watch‑items / RED FLAGS:
- Perceived auditor interlock risk: CG retains EY as independent auditor while Cherwoo is a former EY senior partner; Board reviewed independence and deemed compliant, but investors may monitor auditor relationship management and rotation rigor.
- Ownership guideline phase‑in: As a 2023 appointee, Cherwoo is still within the five‑year window; continued tracking of progress to guideline compliance is advisable.
-
Director attendance and engagement signals:
- Each incumbent director attended at least 75% of Board/committee meetings in 2024; Board held 7 meetings; Audit 10; Compensation 6; Nominating 3; near‑term Lead Independent transition underscores continued independent oversight.
-
Compensation structure quality:
- No meeting fees; retainer increased modestly in 2024 based on market data; equity retainer (RSUs) vests in one year, supporting retention without short‑term performance gaming.
-
Shareholder alignment and governance tone:
- Restrictions against short sales, derivatives, and generally pledging; stock ownership requirements apply to directors and executives; broad shareholder engagement program with Board participation.
Board Governance Data
| Item | Value | Notes |
|---|---|---|
| Board meetings (2024) | 7 | Each incumbent ≥75% attendance |
| Audit Committee meetings (2024) | 10 | Cybersecurity oversight included |
| Compensation Committee meetings (2024) | 6 | — |
| Nominating & Governance meetings (2024) | 3 | — |
| Independent director executive sessions | Regular | Presided by Lead Independent Director |
Director Compensation Details (2024)
| Name | Fees Earned or Paid in Cash | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Sharda Cherwoo | $140,000 | $198,859 | $338,859 |
Equity Awards Outstanding (Directors, 12/31/2024)
| Name | Unvested RSUs | Market Value (at $50.49) |
|---|---|---|
| Sharda Cherwoo | 5,004 | $252,652 |
Ownership Guidelines
- Requirement: Non‑employee directors must own shares equal to 5x base annual cash retainer within five years; for 2024 base cash retainer of $140,000, guideline equals $700,000; unvested time‑based RSUs and deferred RSUs count as “owned.” Cherwoo is within phase‑in period.
Related‑Party & Conflict Controls
- Policy: Any related‑person transaction (> $120,000) requires Audit Committee or independent Board body approval; interested directors must recuse.
- Independence screens include disqualifying relationships with outside auditor; Board determined Cherwoo meets independence requirements.
Say‑on‑Pay & Investor Sentiment (context)
- 2024 say‑on‑pay approval: 81% (up from 68% in 2023); year‑round engagement with shareholders, with 63% of meetings including Board participation.
Implications for Investors
- Audit and cybersecurity oversight expertise, coupled with independence affirmation, supports governance quality and risk control; equity retainer and ownership guidelines foster alignment, though monitor guideline attainment over time. The former EY connection warrants continued scrutiny of auditor independence and rotation practices; overall Board activity and independent leadership are positive signals for investor confidence.