Easwaran Sundaram

About Easwaran Sundaram

Easwaran Sundaram (age 54) is an Operating Executive at Tailwind Capital and Founder/General Partner at Utpata Ventures, and is a 2025 director nominee to the Krispy Kreme (DNUT) board; he is deemed independent under Nasdaq rules and meets heightened independence standards for audit and compensation committee service . He previously served as EVP and Chief Digital & Technology Officer at JetBlue Airways (2012–Feb 2021), leading technology-driven transformation and cost savings; earlier roles include SVP Global Supply Chain and CIO at Pall Corporation and senior supply chain management at PSS World Medical (McKesson) . His education includes an M.S. in International Transportation Management & Operations Research (SUNY Maritime), a Post Baccalaureate Diploma in Logistics Management (Institute of Rail Management, India), and a B.S. in Chemistry (Madurai Kamaraj University) .

Past Roles

External Roles

Board Governance

• Status at DNUT: Director nominee for election at the June 17, 2025 annual meeting; one-year term if elected .
• Independence: The board determined Sundaram is independent under Nasdaq rules; he also meets the additional SEC/Nasdaq independence requirements for audit and compensation committees, making him eligible for those committees if appointed .
• Committee assignments at DNUT: None designated in the proxy (he is a new nominee); DNUT’s Audit & Finance and Remuneration & Nomination committees are composed solely of independent directors .
• Attendance context: The board met 6 times in 2024; all directors met 75% attendance except one director (health reasons) and one director missing one of three meetings during her tenure; Sundaram was not on the board in 2024, so no attendance record applies .
• Board practices relevant to effectiveness: Lead Independent Director in place with defined responsibilities; annual board/committee evaluations; independent director executive sessions; directors limited to serving on no more than four public company boards (including DNUT) .
• Ownership concentration and influence context: JAB affiliates own ~44% of DNUT and three nominees are JAB-affiliated; an Investor Rights Agreement provides JAB consult rights on board composition and strategy (board retains ultimate authority) .

Fixed Compensation

Program structure for non‑employee directors (FY2024 framework; used to infer expected structure upon election in 2025):

Notes: Directors may receive ad hoc committee fees; expenses reimbursed; number of RSUs equals grant value divided by closing price on grant date, rounded up .

Performance Compensation

Directors do not receive performance-based incentives; they receive time-vesting RSUs aligning with long-term ownership. For governance context, DNUT’s company-wide performance metrics for executive incentives are:

Annual Incentive Plan (AIP) – FY2024 metrics and goals (directors not eligible):

Long-Term Incentive Plan (executives) – Performance Share metrics (3-year FY2024–FY2026):

FY2024 AIP outcome: No payouts due to EBITDA growth below threshold (threshold EBITDA growth was a funding gate) .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology and transformation executive experience at scale; digital tools/applications, cybersecurity, and global supply chain expertise highlighted by DNUT’s board as qualifications for Sundaram .
• Prior leadership at JetBlue (EVP/CDTO), Pall (SVP Supply Chain/CIO), and PSS World Medical aligns with DNUT’s needs in omni-channel, operations, and risk oversight .
• Advanced degrees in transportation/operations research and logistics support domain expertise in complex distribution networks relevant to DNUT’s “delivered fresh daily” strategy .

Equity Ownership

Policy note: DNUT’s insider trading policy prohibits directors from hedging, short sales, margining, or pledging DNUT stock, supporting alignment once equity is granted .

Governance Assessment

• Positives: Independent nominee with audit/compensation committee eligibility; deep technology, cybersecurity, and supply chain background strengthens board oversight of digital operations and enterprise risk; board practices include independent committees, evaluations, and a Lead Independent Director structure .
• Alignment: While Sundaram currently holds no DNUT shares (0%), director compensation includes long-vesting RSUs (60/20/20 over years 3–5), promoting long-term alignment if elected .
• Engagement risk: As a new nominee, no DNUT attendance track record yet; overall board held 6 meetings in 2024 with high attendance, signaling an engaged board culture he would join .
• Structural considerations: JAB’s ~44% ownership and consultative rights on board composition/strategy raise potential influence concerns; Sundaram’s independence and lack of identified related-party ties help mitigate personal conflict risk .
• Shareholder sentiment: Recent say‑on‑pay support at 97.3% (2024) suggests investor confidence in compensation governance, though this reflects executive pay, not director pay .

RED FLAGS: None identified specific to Sundaram—no related‑party transactions disclosed involving him, no attendance issues (new nominee), no pledging/hedging permitted by policy; monitor initial ownership levels until director equity grants are made/vest .