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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways Corporation | EVP & Chief Digital & Technology Officer | 2012 – Feb 2021 | Led transformation to a travel technology company; delivered cost savings across flight, crew operations, customer support, and fleet programs |
| JetBlue Technology Ventures | Founding member and oversight officer | Not disclosed (prior to 2021) | Oversight of airline’s venture arm investing in/incubating startups |
| Pall Corporation | SVP Global Supply Chain and CIO | Not disclosed | Drove digital transformation and operational synergies |
| PSS World Medical – McKesson Corporation | Senior supply chain management | Not disclosed | Supply chain leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| SolarWinds Corporation (NYSE: SWI) | Director | Current | Not disclosed in DNUT proxy |
| WESCO International (NYSE: WCC) | Director | Current | Not disclosed in DNUT proxy |
| Tailwind Capital | Operating Executive | Current | N/A |
| Utpata Ventures LLC | Founder & General Partner | Current | N/A |
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):
| Component | Amount |
|---|---|
| Annual cash retainer – Chair | $200,000 |
| Annual cash retainer – Lead Independent Director | $80,000 |
| Annual cash retainer – Audit & Finance Chair | $75,000 |
| Annual cash retainer – Remuneration & Nomination Chair | $70,000 |
| Annual cash retainer – Non‑employee directors | $60,000 |
| Additional annual retainer – Committee members | $5,000 |
| Annual equity grant – Chair (RSUs) | $255,000 |
| Annual equity grant – Other board members (RSUs) | $100,000 |
| RSU vesting | 60% at 3rd anniversary; 20% at 4th; 20% at 5th anniversary of grant |
| Consultant to committee | Independent advisor FW Cook supports director pay review and market benchmarking |
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):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Net Revenue Growth (YoY) | 4.0% | 6.1% | 10.0% |
| Adjusted EBITDA Growth (YoY) | 4.0% | 8.9% | 14.0% |
| Free Cash Flow | $7.5 million | $15.0 million | $35.0 million |
Long-Term Incentive Plan (executives) – Performance Share metrics (3-year FY2024–FY2026):
| Metric | Weight | Definition |
|---|---|---|
| Return on Invested Capital (ROIC) | 60% | Growth of absolute net operating profit after tax divided by cumulative capex over period |
| Net Leverage Ratio | 20% | Net debt / Adjusted EBITDA (publicly reported) |
| Landfill food waste reduction | 20% | Reduction in landfill food waste over period |
FY2024 AIP outcome: No payouts due to EBITDA growth below threshold (threshold EBITDA growth was a funding gate) .
Other Directorships & Interlocks
| Company | Relationship to DNUT | Interlock/Conflict Notes |
|---|---|---|
| SolarWinds (SWI) – Director | No DNUT related-party transactions disclosed with SWI | Related party section lists JAB/Keurig Dr Pepper/BNP/Insomnia Cookies; does not identify SWI |
| WESCO International (WCC) – Director | No DNUT related-party transactions disclosed with WCC | Related party section lists JAB/Keurig Dr Pepper/BNP/Insomnia Cookies; does not identify WCC |
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
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Easwaran Sundaram | 0 | 0.0% (based on 170,657,690 shares outstanding) | New nominee as of April 10, 2025 measurement date; future director RSUs expected upon election |
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 .