Sumit Dhawan
MOODYS CORP /DE/About Sumit Dhawan
Sumit Dhawan (age 50) was elected to Moody’s Corporation’s Board of Directors on July 16, 2025; he serves on the Governance & Nominating and Compensation & Human Resources Committees. He is CEO of Proofpoint, Inc. (since Nov 2023) and previously held senior roles at VMware and Citrix; his education includes an MBA (University of Florida), MS in Computer Science (University of Minnesota), and BS in Computer Science (IIT). No related-party transactions and no family relationships were disclosed in connection with his election.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | President | Jun 2021 – Nov 2023 | Led cloud computing and virtualization businesses; senior executive oversight across product and customer operations |
| VMware, Inc. | Chief Customer Experience Officer | Feb 2020 – Jun 2021 | Drove customer success and enterprise adoption; enterprise software operating experience |
| Instart | Chief Executive Officer | Prior to 2020 (date not specified) | Led web application performance/security services; cybersecurity operator credentials |
| Citrix | Senior executive/general management roles | Prior to Instart (dates not specified) | Enterprise software leadership; go-to-market and product management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proofpoint, Inc. | Chief Executive Officer | Nov 2023 – Present | Cybersecurity and compliance provider; operational leadership and deep security expertise |
Board Governance
- Committee assignments: Governance & Nominating (member) and Compensation & Human Resources (member), effective July 16, 2025.
- Chair roles: None disclosed.
- Independence: Moody’s Governance & Nominating and Compensation & Human Resources Committees are composed entirely of independent directors under NYSE rules; members of Audit and Compensation committees must meet heightened independence standards. Dhawan’s appointment to these committees signals independence and lack of related-party exposure (explicitly noted).
- Attendance: Not applicable; Dhawan joined after the 2024 reporting period (Board met 6 times in 2024 and all incumbent directors attended ≥75%).
- Executive sessions: Independent directors meet in regular executive session (Board practice).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; standard for non-employee directors |
| Committee membership fees | None | Moody’s does not provide per-meeting or non-chair committee member fees |
| Committee chair fee | $30,000 | For chairs only; Dhawan is not a chair |
| Chairman of the Board additional cash fee | $65,000 | Not applicable to Dhawan |
| Meeting fees | None | Not paid for 2024/2025 programs |
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Jul 2025 (effective on election) | 427 | $220,000 | Vests on first anniversary of grant | None; time-based vesting for director RSUs |
| Dividend equivalents on RSUs | n/a | n/a | n/a | Paid if and when RSUs settle | Standard director RSU treatment |
| Stock options | n/a | n/a | n/a | None disclosed for directors | Company disclosed no outstanding director options as of Dec 31, 2024 |
Note: Moody’s director equity is time-based. No director performance metrics (TSR, EPS, etc.) apply to Dhawan’s RSUs.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Proofpoint, Inc. | CEO | No related party transactions with Moody’s under Item 404(a); committees require independence; Moody’s policy addresses relationships with rated entities with immaterial fee thresholds (<1% of revenues) |
- Other public company directorships: None disclosed.
- Shared directorships with competitors/suppliers/customers: None disclosed; Board policy evaluates affiliations and concluded immaterial impacts in 2024 across directors (contextual governance standard).
Expertise & Qualifications
- Deep cybersecurity, cloud computing, enterprise software, and customer experience expertise; operator experience as CEO and President in security and cloud.
- Technical credentials (MS in Computer Science; IIT undergraduate) and MBA; strong fit for technology/cyber risk oversight in Moody’s portfolio.
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (common shares) | Not disclosed for Dhawan as of Dec 31, 2024 (joined in 2025) |
| Unvested RSUs | 427 (annual director grant) |
| Options (exercisable/unexercisable) | None disclosed for directors |
| Pledging/Hedging | Company prohibits pledging, short sales, speculative trades, and hedging by directors; pre-clearance and trading-window requirements apply |
| Director stock ownership guideline | 5x annual cash retainer ($600,000) within five years; Dhawan newly appointed — compliance expected over guideline window |
Insider Trades
| Date (period of report) | Type | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|
| Jul 30, 2025 | Exempt grant | RSUs | 427 | n/a | Annual director RSU grant; filed by power of attorney |
Governance Assessment
- Board effectiveness and engagement: Dhawan’s placement on Governance & Nominating and Compensation & Human Resources aligns his expertise with board composition/succession and pay governance, strengthening tech/cyber oversight at the board level. Committees are independent with robust charters and annual self-evaluations.
- Independence and conflicts: No Item 404 related-party transactions; committee assignments require independence. Moody’s policies prohibit hedging/pledging and mandate pre-clearance, reducing misalignment risk.
- Director compensation and alignment: Cash retainer ($120k) plus annual RSUs ($220k) with one-year vest; stock ownership guideline of 5x retainer embeds long-term alignment. No meeting fees; equity accrues dividend equivalents only upon settlement.
- Signals for investor confidence:
- Positive: Independent committee placements; security/cyber expertise; no related-party exposure; anti-hedging/pledging; clear ownership guideline.
- Watch items: As CEO of a cybersecurity company, monitor any future Moody’s business with Proofpoint or ratings interactions; Moody’s policy historically treats director affiliations with rated entities as immaterial when fees are <1% of revenues, but continued oversight is prudent.
RED FLAGS: None disclosed (no related-party transactions; no hedging/pledging; no late filings for Dhawan noted). General governance cautions apply to any evolving commercial interactions between Moody’s and entities led by directors; Audit Committee screens and pre-approves related-party matters.
Notes and Sources
- Election and committee assignments; compensation terms and independence-related disclosures:
- Board meeting activity and attendance (2024 context):
- Committee independence standards; heightened requirements:
- Director compensation framework and changes; program elements:
- Anti-hedging/anti-pledging; insider trading policy:
- Insider transaction (Form 4 RSU grant):