Cary Chenanda
About Cary Chenanda
Cariappa (Cary) M. Chenanda, age 57, is an independent director of Helios Technologies (HLIO) serving since April 2020. He is Executive Vice President and President of Novelis North America (a subsidiary of Hindalco), and previously spent 26 years at Cummins Inc. in roles spanning engineering, electronics, fuel systems, and general management. He holds an MBA from Indiana University’s Kelley School of Business, an MS in Mechanical Engineering from Texas A&M, and a BE in Mechanical Engineering from the University of Mysore; he is a Certified Purchasing Manager, a Six Sigma Green Belt, and holds seven U.S. patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. (NYSE: CMI) | Vice President & General Manager, Cummins Emissions Solutions; established and led Cummins Electronics (2012); oversaw unification of Cummins Electronics & Fuel Systems (2017) | 26 years (roles 1998–2012 across engineering/marketing/purchasing/JV mgmt; leadership 2012–2017+) | Led creation and integration of electronics platforms; global P&L responsibility |
| Ecolab | Roles not specified | Prior to Cummins | Early career experience |
| Robert Bosch GmbH | Roles not specified | Prior to Cummins | Early career experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Novelis North America (Hindalco subsidiary) | EVP & President, North America | April 2024 | Leads 15 facilities; FY2024 revenue US$6.7B; markets: beverage packaging, automotive, specialties |
| Texas A&M Mechanical Engineering | Industry Advisory Council | Ongoing | External advisory role |
Board Governance
- Independence: Board determined in March 2025 that Mr. Chenanda is independent under NYSE and SEC rules .
- Board & Committee attendance: In 2024, the Board held 4 regular and 12 special meetings; all independent directors were present at each, and each director attended all meetings of committees on which they served (implies 100% attendance) .
- Committee assignments (current): Compensation Committee member; ESG Committee Chair .
- Committee meeting cadence (2024): Audit (8), Compensation (4), ESG (4), Nominating (4) .
- Executive sessions: Independent directors meet in regular executive sessions; Chair is an independent director and ex officio on committees .
- Proxy Committee: Named to the proxy committee for director elections (with A. Schuetz) .
Fixed Compensation (Director)
| Component | Amount | Frequency/Notes |
|---|---|---|
| Cash retainer | $22,187.50 per quarter | Paid following each regular quarterly Board meeting (annual $88,750) . |
| RSU grant (base) | $38,750 target value per quarter | Vests 1 year from grant; 2024 grant dates: Mar 7, Jun 7, Oct 4, Dec 5 . |
| RSU grant (committee chair adders) | ESG Chair: +$2,500 per quarter (annual $10,000) | Audit Chair +$5,000/qtr; Comp Chair +$5,000/qtr; ESG Chair +$2,500/qtr; Nominating Chair +$2,500/qtr . |
| Chair of Board RSU adder | +$26,500 per quarter | For non-employee Board Chair (not applicable to Chenanda) . |
2024 actual compensation for Mr. Chenanda:
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Cariappa (Cary) Chenanda | $88,750 | $153,955 | $242,705 |
Additional RSU detail: As of Dec 28, 2024, 3,244 RSUs were unvested for Mr. Chenanda; quarterly grant value approximated $38,750 .
Performance Compensation (Company programs overseen by Comp Committee)
While non-employee directors receive time-based RSUs (no performance metrics) , Mr. Chenanda, as a member of the Compensation Committee, oversees executive pay programs and their performance metrics. 2024 short-term incentive (STI) design and corporate payout:
| Metric (Weight) | Threshold | Target | Maximum | 2024 Result | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (40%) | 18.8% | 19.2% | 21.0% | 19.2% | 100% |
| Revenue Growth (30%) | 1.0% | 5.0% | 10.0% | -3.6% | 0% |
| Adjusted Free Cash Flow Margin (20%) | 8.5% | 10.5% | 14.0% | 11.8% | 143% |
| Personal Goals (10%) | — | — | — | — | 100% |
| Overall Corporate STI Payout | 79% |
Segment STI outcomes: Hydraulics payout 23%; Electronics payout 69% based on segment metrics . 2025 program adds a relative TSR modifier to LTI and reweights STI equally across Revenue, Adjusted EBITDA, and Adjusted FCF, with 10% Personal Goals .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed . |
| Prior public boards | Not disclosed . |
| Non-profit/academic boards | Industry Advisory Council, Texas A&M Mechanical Engineering . |
| Compensation committee interlocks | Company discloses no interlocks; none of HLIO executives serve on boards/comp committees of entities with reciprocity . |
Expertise & Qualifications
- Deep operating, engineering, and electronics systems expertise from Cummins (electronics and emissions), with 7 U.S. patents; Six Sigma Green Belt; Certified Purchasing Manager .
- P&L leadership in industrial/automotive supply chain at Novelis (NA revenue US$6.7B FY2024) .
- Advanced degrees in mechanical engineering (Texas A&M) and MBA (Indiana University Kelley) .
- Committee leadership: Chair of ESG (enterprise risk oversight, board evaluations, governance policies) and member of Compensation Committee .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,091 | As of April 9, 2025 record date; “less than 1%” of class . |
| Shares outstanding | 33,331,814 | As of April 9, 2025 . |
| Unvested RSUs (director) | 3,244 | As of Dec 28, 2024 . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy . | |
| Director ownership guidelines | Non-management directors should own/hold shares equal to 2x annual director share awards . |
Governance Assessment
- Board effectiveness and engagement: 100% meeting attendance for independent directors in a year with 12 special meetings (CEO termination and transition), signaling high engagement and oversight. Chenanda’s leadership (ESG Chair) places him at the center of risk oversight, annual board/committee evaluations, and governance guideline updates .
- Compensation oversight: As a Compensation Committee member, he helped oversee a 2024 STI outcome of 79% at corporate (balanced by strong FCF margin vs negative revenue growth), reflecting mixed operating performance discipline. The Board responded to a 63% 2024 say‑on‑pay result with direct shareholder engagement and added rTSR to 2025 LTI to better align pay with returns .
- Independence and conflicts: Board’s March 2025 review affirmed independence; “Certain Relationships and Related Transactions” discloses no reportable related-party transactions for directors in 2024 (Audit Committee pre-approves any such items) .
- Risk indicators and red flags: No hedging/pledging, no loans, and adoption of an enhanced clawback policy in 2023. CEO was terminated for cause in July 2024 following an independent investigation—Board actions and subsequent governance process enhancements (third‑party board assessment tool in 2025) support investor confidence in oversight. However, the 63% say‑on‑pay support is a cautionary signal; the Board’s iterative changes will warrant monitoring in 2025 .
RED FLAGS to monitor:
• Say‑on‑pay at 63% (below typical large‑cap norms), though Board engagement and 2025 plan changes partially mitigate concern .
• Executive transition risk following CEO termination; governance response and evaluation upgrades are positives but deserve continued scrutiny .
Appendix: Committee Roles Summary (Chenanda)
| Committee | Role | 2024 Meetings |
|---|---|---|
| ESG Committee | Chair | 4 |
| Compensation Committee | Member | 4 |