Bhavani Amirthalingam
About Bhavani Amirthalingam
Independent Class II director at Core & Main (CNM) since April 2022; age 49. Currently Chief Growth & Transformation Officer at Acuity Brands, Inc. (NYSE: AYI) since November 2024; prior senior technology and customer roles at Ameren, Schneider Electric, and World Wide Technology. Education: B.S. in Computer Science (Madras University) and MBA (SP Jain Institute of Management & Research). Recognized for deep expertise in digital strategy, customer experience, information security, and cybersecurity; determined “independent” under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren | EVP & Chief Customer and Technology Officer | Mar 2023 – Mar 2024 | Led customer and technology; cybersecurity oversight experience . |
| Ameren | SVP & Chief Digital Information Officer | Mar 2018 – Mar 2023 | Drove digital transformation and information security . |
| Schneider Electric | Chief Information Officer | Jan 2015 – Feb 2018 | Global CIO responsibilities . |
| World Wide Technology | CIO; VP, Customer Solutions & Innovation | ~15 years (dates not individually specified) | Customer solutions innovation; technology leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acuity Brands (NYSE: AYI) | Chief Growth & Transformation Officer | Since Nov 2024 | Management role; not disclosed as a director at AYI . |
Board Governance
- Committee memberships: Audit Committee member; Audit Chair is James G. Castellano; other members James D. Hope and Orvin T. Kimbrough. Board determined all Audit members (including Amirthalingam) are financially literate under NYSE rules; designated Castellano and Hope as “audit committee financial experts” .
- Independence: Board determined she is independent; 8 of 10 directors are independent .
- Attendance: Each director attended ≥75% of Board and committee meetings in fiscal 2024; Board held 5 meetings, Audit 8, Nominating & Governance 4, Talent & Compensation 5; all directors attended the 2024 annual meeting .
- Tenure/class: Class II director; term expires at the 2026 annual meeting .
- Executive sessions: Independent directors meet quarterly without management and separately with the CEO; lead independent director facilitates .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Increased from $70,000 effective June 28, 2023 . |
| Committee Member Retainers | Audit: $10,000; Talent & Compensation: $10,000; Nominating & Governance: $7,500 | Per committee membership; no meeting fees disclosed . |
| Committee Chair Retainers | Audit: $25,000; Talent & Compensation: $20,000; Nominating & Governance: $15,000 | Not applicable to Amirthalingam (not a chair) . |
| Lead Independent Director Retainer | $30,000 | Not applicable to Amirthalingam . |
| FY2024 Cash Paid (Amirthalingam) | $98,157 | Actual fees earned/paid in cash . |
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU (Director Program) | $120,000 | Vests at earlier of one year from grant or next annual meeting | None; time-based vesting only (no performance metrics for director equity) . |
| FY2024 RSU Award (Amirthalingam) | $120,000 | As above | None disclosed . |
No director meeting fees or performance-linked equity for non-employee directors are disclosed; director compensation comprises fixed cash and time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other public company directorships for Amirthalingam . |
| Network/Interlocks | — | — | Compensation Committee interlocks: none; she is not on the Talent & Compensation Committee; Company reports no interlocks involving executives in the past year . |
Expertise & Qualifications
- Digital strategy, customer experience, information security, cybersecurity; cross-industry experience in global manufacturers, technology, distribution, and energy .
- Financial literacy as an Audit Committee member under NYSE rules; Audit Committee oversees financial reporting, internal controls, risk and cybersecurity program .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership | Notes |
|---|---|---|---|---|
| Bhavani Amirthalingam | 12,967 | — | <1% | Beneficial ownership as of Apr 28, 2025 . |
| Stock Ownership Guidelines | 5× annual cash retainer for non-employee directors | — | — | Company states all covered persons currently satisfy guidelines . |
| Hedging/Pledging Policy | Prohibited | — | — | No hedging, pledging, or short sales permitted . |
| Section 16 Compliance | Timely | — | — | Company believes all directors timely filed; listed delinquencies did not include Amirthalingam . |
Insider Trades
| Item | Detail |
|---|---|
| Section 16 filings | Company states directors timely filed all required reports in fiscal 2024; exceptions listed did not include Amirthalingam . |
| Policy | Insider trading prohibited while in possession of MNPI; hedging, pledging, and short sales prohibited . |
Governance Assessment
-
Strengths:
- Independent director with substantial digital/cybersecurity expertise, aligned with Audit Committee oversight including cybersecurity program responsibilities; enhances board risk oversight credibility .
- Solid engagement indicators: ≥75% meeting attendance; independent director executive sessions quarterly; clear governance structures including Lead Independent Director .
- Director pay structure is balanced (cash + time-based RSUs) and aligned with ownership guidelines (company indicates compliance), supporting long-term alignment; no hedging/pledging allowed .
-
Watch items / potential conflicts:
- External executive role at Acuity Brands (AYI) could present informational interlocks if overlapping industry ties emerge; no related-party transactions disclosed involving Amirthalingam and CNM at present, and Audit Committee oversees related-person transactions .
- Not designated as an “audit committee financial expert” (designation is to Castellano and Hope); however, determined financially literate under NYSE rules .
-
Signals affecting investor confidence:
- Board independence (8/10 independent), clear committee charters, and active shareholder outreach; last say-on-pay support at 86% indicates generally favorable investor sentiment toward governance and pay practices .
- Attendance and structured risk oversight (including cybersecurity reporting to Audit) reduce governance risk .