Shalima Pannikode
About Shalima Pannikode
Independent director since March 4, 2024; age 46; resident of McLean, Virginia. Technology executive with deep expertise in digital transformation, data analytics, and AI; currently Chief Technology Officer at Zelis. Education: B.E. in Computer Science Engineering (Bharathiar University) and MBA in Management of Technology (Georgia Institute of Technology). The Board determined she is independent under Canadian securities laws and TSX rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zelis | Chief Technology Officer | Dec 2023–Present | Executive leadership in digital/AI |
| Liberty Mutual (Global Commercial) | EVP & CIO | 2022–Dec 2023 | Technology leadership |
| Humana Inc. | SVP & CIO, Healthcare Services | 2020–2022 | Digital/analytics leadership |
| Wellstar Health System | SVP & Chief Information & Digital Officer | 2019–2020 | Digital transformation |
| Anthem Inc. | VP, Information Technology | Prior to 2019 | IT leadership |
| Amerigroup | Leadership role | Early career | IT leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AFRJ Freedom Council | Co-founder & Chairwoman | Ongoing | Leadership in social impact |
| Public company boards | None | — | No public-company interlocks |
Board Governance
- Committee assignments: Enterprise Risk Management (ERM) Committee member; ERM Committee composition includes Chair Scott Ryan, with members Shaun Noll, Scott Robinson, and Shalima Pannikode.
- Appointment: Joined the Board and ERM Committee effective March 4, 2024.
- Independence: Board determined she meets independence requirements under Canadian securities laws and TSX rules.
- ERM oversight cadence: ERM meets at least twice annually; met four times in 2024; oversight includes cybersecurity, ESG, and risk management.
Attendance (FY2024):
| Category | Attendance | Notes |
|---|---|---|
| Board | 6/7 (85.71%) | Joined March 4, 2024 |
| ERM Committee | 3/3 (100%) | ERM met 4 times in 2024 overall |
| Total | 9/10 | — |
2025 Shareholder Support (AGM Results):
| Nominee | Votes For (Number) | Votes For (%) | Votes Withheld (Number) | Votes Withheld (%) |
|---|---|---|---|---|
| Shalima Pannikode | 148,787,965 | 98.59 | 2,122,171 | 1.41 |
- Executive sessions: Board and committees generally conduct in-camera (executive) sessions during each meeting.
- Indemnification: Company to enter into standard indemnification agreement with Ms. Pannikode, providing fullest extent permitted under Alberta law.
Fixed Compensation
Director Compensation (FY2024):
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $20,000 | Additional $20,000 cash payment to all board members for services in Q3–Q4 2024 (pro-rated for one director) |
| Stock Awards (DSUs, grant-date fair value) | $82,597 | DSUs granted; fully vested upon grant; valued per FASB ASC 718 |
| All Other Compensation | — | — |
| Total | $102,597 | — |
Compensation structure and DSU mechanics:
- Board may require retainers to be settled in DSUs; DSUs granted quarterly in lieu of retainers; fully vested at grant.
- For 2025, Board determined director fees effective Jan 1, 2025 will be paid 50% in cash and 50% in DSUs (with director-level elections for the cash portion).
Performance Compensation
Performance Metrics Tied to Director Compensation (FY2024):
| Metric | Target | Actual | Payout Linkage |
|---|---|---|---|
| Performance-tied metrics (revenue/EBITDA/TSR/ESG) for non-employee directors | None disclosed | N/A | DSUs for directors are fully vested at grant; no performance-based vesting |
- No options or PSU awards disclosed for non-employee directors; DSUs are the primary equity vehicle.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed; none indicated |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Private/non-profit boards | AFRJ Freedom Council chairwoman |
Expertise & Qualifications
- Technology, AI/ML, data analytics, digital transformation expertise; senior IT leadership across healthcare and insurance.
- Educational credentials aligned with technology leadership (B.E., MBA).
- Board believes she is qualified due to technology and leadership experience.
Equity Ownership
Beneficial Ownership & DSUs:
| Date | Common Shares Beneficially Owned | % of Outstanding Shares | DSUs Held |
|---|---|---|---|
| March 20, 2024 | — | — | 0 |
| August 9, 2024 (cap table reference date) | — | — | — (DSU counts not itemized in this table) |
| May 21, 2025 | — | — | 192,504 |
Notes:
- DSUs for directors are fully vested upon grant; settle within 10 days of redemption date in cash or, at Company discretion, in common shares (or combination). For U.S. Eligible Directors, redemption date is the 30th day following “Separation from Service.”
- Board’s share ownership guidelines require directors to have a financial stake in the Company; specific multiples not disclosed; compliance status for individual directors not disclosed.
- Company intends to settle “New DSUs” in common shares under LTIP (post-May 30, 2023).
Governance Assessment
- Independence and oversight: Clear independence; engaged on ERM Committee overseeing cybersecurity, ESG, and enterprise risk—aligned with her technology background.
- Attendance & engagement: Strong committee attendance (100%) and solid board attendance (85.71%) in first partial year; ERM met four times in 2024.
- Shareholder support: 98.59% votes in favor at 2025 AGM—strong endorsement.
- Compensation alignment: Mix tilted toward DSUs (equity-linked) alongside modest cash fees; DSUs fully vested at grant—no performance gating typical for director pay; Board continuing DSU usage into 2025 (50/50 cash/DSU policy).
- Conflicts & related-party: No related-party transactions requiring disclosure; standard indemnification agreement.
- Potential red flags: None disclosed on related-party transactions, legal proceedings, hedging/pledging; lack of disclosed common-share ownership offset by DSU holdings and intent to settle New DSUs in shares, but individual compliance with ownership guidelines not disclosed.
Overall signal: Governance profile is supportive—independent status, ERM/cyber oversight, strong shareholder support, and equity-tilted director pay structure. Areas to monitor include future ownership guideline compliance disclosure and any evolution in compensation mix or ERM charter responsibilities.