Inderpreet Sawhney

About Inderpreet Sawhney

Inderpreet Sawhney, age 60, is an independent director of Hillenbrand (HI), serving on the Board since 2021; she is Vice Chairperson of the Nominating/Corporate Governance (NCG) Committee (since 2024), a member of the Mergers & Acquisitions (M&A) Committee (since 2023), and a member of the Audit Committee (since 2021) . She is Chief Legal Officer and Chief Compliance Officer at Infosys Ltd. (since 2024) and previously served as Infosys’ General Counsel and Chief Compliance Officer (2017–2024); earlier roles include SVP & General Counsel at Wipro Limited (2011–2017) and Managing Partner of the Silicon Valley office at The Chugh Firm (1997–2011) . Her education includes an LLM (Queen’s University), LLB (Delhi University), and BS (Economics, Lady Shriram College), and her core credentials emphasize cyber/IT risk, compliance, M&A, strategic governance, and international markets .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Audit Committee: Member; signed the Audit Committee Report (Chair is Neil S. Novich; Sawhney listed as a member) . Not designated as an “audit committee financial expert” (experts identified: Novich, Lower, Hillenbrand, Greenway) .
  • Nominating/Corporate Governance (NCG): Vice Chairperson since 2024; member since 2021 .
  • Mergers & Acquisitions (M&A): Member since 2023 .
• Independence: The Board determined Ms. Sawhney is independent under NYSE/SEC standards. The NCG Committee evaluated HI’s vendor relationship with Infosys (where she is an executive) and concluded she has no material interest; services were non-consulting IT/BPO, she is not involved in sales/delivery, and transaction amounts were not material relative to HI and Infosys; independence maintained .
• Related-party exposure details: HI purchased IT/BPO and technical services from Infosys totaling approximately $3,610,000 in fiscal 2024 .
• Attendance and engagement: In fiscal 2024, the Board met 7 times; Audit 7; Compensation 6; NCG 4; M&A 4. Each director attended at least 75% of total Board and committee meetings, and all directors attended the 2024 Annual Meeting .

Fixed Compensation (Director)

• Structure and recent changes:
  • Mix: ~40% cash / ~60% equity (RSUs) .
  • Annual cash retainer: increased from $80,000 to $95,000 effective Jan 1, 2023; committee chair fees set at $20,000 (Audit) and $15,000 (other standing committees); Chair of the Board additional cash retainer increased to $40,000 effective Jan 1, 2024 .
  • RSU annual award level for directors increased from $125,000 to $140,000 effective Oct 1, 2023; Chair additional RSU award increased to $90,000 effective Oct 1, 2024 .
  • No per-meeting fees; deferred compensation plan available (election-based); shareholder-approved limit on total annual base director compensation of $600,000 (excludes chair retainers) .

Equity Grant Detail (FY2024)

• RSU characteristics: time-based vesting on earlier of first anniversary or immediately prior to the next Annual Meeting; shares must be held (not delivered) until board departure, change in control, death, or disability; no voting rights pre-delivery; dividends accrue and are delivered in additional shares at distribution .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Cyber/Information Security and IT governance; risk management and oversight for digital services; strategic governance; sustainability and DEI; M&A transaction experience; extensive international experience (notably India); CCO/GC leadership at global IT companies .
• Education: LLM (Queen’s University); LLB (Delhi University); BS (Economics), Lady Shriram College .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash compensation within five years; Ms. Sawhney is within the five-year compliance window .
• Anti-hedging/pledging: Company policy prohibits hedging, short sales, and pledging/margin of Company securities .

Beneficial Ownership (as of Dec 13, 2024)

RSU Holdings (as of Sept 30, 2024)

Governance Assessment

• Strengths and positives:
  • Independent director with cross-committee responsibilities (Audit; NCG Vice Chair; M&A), indicating trust in governance and transaction oversight; signed the Audit Committee Report, evidencing active participation .
  • Independence affirmed despite supplier relationship with Infosys; Board found no material interest and detailed mitigations (role not tied to Infosys sales, services non-consulting, amounts immaterial vs. company scale) .
  • Attendance/engagement: Board and committees met frequently in FY2024; each director met the ≥75% attendance threshold; all directors attended the Annual Meeting .
  • Alignment mechanisms: 60% of director pay in RSUs; mandatory long holding of director RSUs; 5x cash retainer ownership guideline; stringent anti-hedging/anti-pledging rules; preclearance of trades by Legal .
• Watch items / potential red flags:
  • Related-party exposure: Infosys vendor relationship ($3.61M FY2024) warrants ongoing monitoring for scope, pricing, and renewals, though currently deemed immaterial and independence preserved .
  • Ownership progression: Beneficial ownership is reported at 9,468 shares as of Dec 13, 2024; she is under the five-year window to reach 5x retainer per guidelines—monitor for steady accumulation/retention .
  • Audit Committee expertise designation: While on Audit, she is not among those designated as “audit committee financial experts” by the Board, which concentrates financial expert designation elsewhere on the committee .

Overall, Sawhney adds deep legal, compliance, cyber/IT, and M&A expertise relevant to HI’s risk oversight and strategic transaction agenda, with clear independence determinations and robust alignment mechanisms, offset by a manageable related-party optics risk that the Board has explicitly addressed and should continue to monitor .