Sanu B. Chadha
About Sanu B. Chadha
Independent director of First United Corporation (FUNC); age 48; director since January 2021. Certified Project Management Professional (PMP) and Managing Partner at M&S Consulting, with expertise in information technology, strategic planning, executive leadership, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&S Consulting | Managing Partner | Founded 2002 – present | Leads strategic process and technology solutions, project management, process improvement, data analytics, and cloud solutions engagements |
External Roles
- No other public-company directorships disclosed in the proxy; all current directors also serve on the board of First United Bank & Trust, the wholly-owned subsidiary .
Board Governance
- Committee memberships: Asset & Liability Management; Risk & Corporate Compliance; Strategic Planning; Compensation .
- Independence: Board determined Ms. Chadha to be an “independent director” under Nasdaq Rule 5605; Audit, Compensation, and Nominating committees comprise only independent directors .
- Attendance: Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during their period of service .
- Board structure: CEO serves as Chair; Independent Lead Director role (currently Brian R. Boal) conducts executive sessions of independent directors and pre-approves agendas/schedules, supporting board effectiveness .
Fixed Compensation
| Component | Terms/Amounts | Source |
|---|---|---|
| Annual cash retainer (Non-Employee Directors) | $15,000 [company policy] | |
| Equity grant | 1,000 fully-vested shares of Common Stock; grant date fair value $21,940 (at $21.94 per share) | |
| Board meeting fee | $1,000 per meeting; special meetings under 2 hours: $200 | |
| Committee meeting fee | $500 per committee meeting | |
| Chair retainers | $2,500 for chairs of Audit (Ms. DiPietro), Compensation (Ms. Shockley until 12/1/2024), Nominating (Mr. Boal) | |
| Stock-in-lieu election | Non-Employee Directors may elect to receive retainers in shares at the mean of the prior day’s high/low price |
Director-specific 2024 paid/earned (Sanu B. Chadha):
| Metric | 2024 | Source |
|---|---|---|
| Fees earned or paid in cash ($) | $35,200 | |
| Stock awards ($) | $21,940 | |
| Portion of cash retainer elected in stock | $14,985; 683 shares at $21.94 per share (not double-counted in Stock awards) | |
| Total ($) | $57,140 |
Alignment signal: Election to receive a portion of cash retainer in stock increases skin-in-the-game .
Performance Compensation
- No performance-conditioned director compensation disclosed; director equity grants are fully-vested shares without performance metrics .
| Performance Element | Metric | Target/Weight | Vesting/Trigger | Status |
|---|---|---|---|---|
| Director equity | Fully-vested shares | N/A | Granted annually; fully vested at grant | Non-performance-based |
Other Directorships & Interlocks
- No public company boards disclosed for Ms. Chadha; biography focuses on M&S Consulting leadership. All directors also serve on the Bank’s board. No disclosed shared directorships or interlocks involving Ms. Chadha with competitors/suppliers/customers .
Expertise & Qualifications
- Information technology, strategic planning, executive leadership, and risk management; PMP certification; experience delivering enterprise technology and process solutions across U.S. and abroad .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 7,282 | Less than 1% of outstanding |
| Shares outstanding (record date) | 6,473,375 | For percentage context |
| Ownership as % of outstanding | <1.0% | “Less than 1.0%” per proxy |
| Approx. value of holdings at 12/31/2024 | ~$245,000 (7,282 × $33.71) | Using disclosed 12/31/2024 closing price of Common Stock |
| Pledged shares | Not disclosed | No pledging disclosure noted for Ms. Chadha |
| Hedging policy | Company has not adopted a hedging policy for employees/directors | Governance risk indicator |
| Director stock ownership guideline | At least $100,000 in value; hold 100% of net shares until guideline met | Applies to directors other than CEO |
Governance Assessment
- Committee load aligns with risk oversight and pay governance (Risk & Compliance; Asset & Liability; Strategic Planning; Compensation), indicating strong involvement in core risk and compensation processes .
- Independence affirmed; board conducts regular executive sessions led by the Independent Lead Director, supporting robust oversight despite combined Chair/CEO structure .
- Attendance expectations met across directors; Board held 12 meetings in 2024; this supports engagement and board effectiveness .
- Ownership alignment: meaningful personal stake (7,282 shares; ~<$1% but ~$245k at 12/31/2024 price) and use of stock-in-lieu election; meets/likely exceeds director guideline threshold by value as of year-end price context (guideline requires ≥$100k) .
- RED FLAGS:
- No hedging policy for directors/employees, potentially weakening alignment safeguards (best practice is to prohibit hedging/pledging) .
- Combined CEO/Chair structure can concentrate power; mitigated by Lead Independent Director with defined authorities and routine executive sessions .
- Related-party transactions: None disclosed involving Ms. Chadha; the proxy details an arms-length vendor relationship for another director (Walls), overseen via Audit Committee review process—no exposure attributable to Ms. Chadha identified .