Toni Townes-Whitley
NASDAQAbout Toni Townes-Whitley
Independent director at Nasdaq, Inc. since 2021; age 61. She is CEO of SAIC and serves on Nasdaq’s Audit & Risk and Management Compensation Committees, classified as a Non-Industry; Issuer director . Her background spans senior technology and operations leadership at Microsoft, CGI, and Unisys, with focus on digital transformation and AI ethics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | President, U.S. Regulated Industries | Jul 2018 – Sep 2021 | Led U.S. public sector and regulated industries digital transformation; sustainability and AI ethics initiatives |
| Microsoft | Corporate VP, Global Industry | Since 2015 (prior role to above) | Global industry leadership |
| CGI | President & COO; SVP, Civilian Agency Programs | 2012–2015; 2010–2012 | Operational leadership in IT consulting |
| Unisys | Senior leadership roles | 2002–2010 | Technology services, software and IT portfolio leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAIC (NYSE: SAIC) | CEO | Oct 2023 – Present | Board service: Risk Oversight Committee |
| Empowerment & Inclusion Capital I Corp. | Director (prior) | Not disclosed | Not disclosed |
| Marathon Petroleum Corporation | Director (prior) | Not disclosed | Not disclosed |
| The PNC Financial Services Group, Inc. | Director (prior) | Not disclosed | Not disclosed |
| Thurgood Marshall College Fund; Catalyst Organization | Director | Not disclosed | Non-profit governance |
| Princeton University Faith & Work Initiative | Advisory Board Member | Not disclosed | Advisory role |
| Johns Hopkins Medicine | Former Trustee | Not disclosed | Not disclosed |
Board Governance
- Independence: Determined independent; serves on fully independent Audit & Risk and Management Compensation Committees .
- Committee assignments: Audit & Risk; Management Compensation (not a chair) .
- Attendance: All incumbent directors serving in 2024 attended at least 81% of Board and applicable Committee meetings; Board held 9 meetings with 8 executive sessions; Audit & Risk held 11; Management Compensation held 7 .
- Tenure at Nasdaq: Director since 2021 .
- Executive sessions: Board met in Executive Session eight times in 2024, led by the Lead Independent Director .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | FY2024 |
| Stock Awards (grant-date fair value) | $256,037 (RSUs) | Jun 11, 2024 |
| Total | $371,037 | FY2024 |
| RSU Count (annual equity award) | 4,405 RSUs granted | Jun 11, 2024 |
| RSU Vesting | RSUs vest in full one year from grant; unvested RSUs vest Jun 11, 2025 | Jun 11, 2025 |
| Director Compensation Policy (2024–2025) | Annual retainer $85,000; annual equity award $260,000; Committee member chair/member fees per policy | Jun 2024–Jun 2025 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity consists of time-based RSUs that vest after one year |
| Options/PSUs | Not applicable for directors; RSUs only |
| Vesting Schedule | RSUs vest in full one year from grant (e.g., 2024 grant vests Jun 11, 2025) |
Other Directorships & Interlocks
| Company | Role/Committee | Potential Interlock/Exposure |
|---|---|---|
| SAIC | CEO; Risk Oversight Committee | No SAIC-related related person transactions disclosed by Nasdaq; related party review handled by Audit & Risk Committee policy |
| Marathon Petroleum | Prior Director | Not disclosed |
| PNC Financial Services Group | Prior Director | Not disclosed |
| Empowerment & Inclusion Capital I Corp. | Prior Director | Not disclosed |
Related party oversight: Nasdaq’s Audit & Risk Committee reviews and approves related person transactions; only SEB, Borse Dubai, and Investor AB transactions are disclosed for 2024; no SAIC/Microsoft-related transactions noted .
Expertise & Qualifications
- Extensive technology leadership with digital transformation across regulated industries; AI ethics leadership at Microsoft .
- Large-scale human capital management experience (leads ~24,000 employees at SAIC) .
- Sustainability and governance experience via non-profit roles and corporate initiatives .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership (NDAQ common) | 17,476 shares; less than 1% of outstanding |
| Vested Shares (Equity Plan) | 13,071 |
| Unvested RSUs | 4,405 (vest Jun 11, 2025) |
| Ownership Guidelines | Directors must hold ≥2× annual equity award; all required directors were compliant as of Dec 31, 2024 |
| Hedging/Pledging | Company prohibits hedging or pledging of Nasdaq stock |
| Shares Pledged | No pledging disclosed for Townes-Whitley (Borse Dubai pledge noted separately) |
Governance Assessment
- Independence and committee roles: Independent status with dual committee service (Audit & Risk; Management Compensation) aligns with governance best practices; committees are fully independent .
- Engagement: Board/committee attendance thresholds met; Board held regular executive sessions, supporting robust independent oversight .
- Alignment: Director equity in RSUs that vest after one year and stock ownership guidelines (2× annual equity) foster alignment; compliance confirmed for directors required by Dec 31, 2024 .
- Conflicts: As CEO of SAIC, potential for related-party exposure is mitigated by Nasdaq’s related person transaction policy; 2024 disclosures list transactions with SEB, Borse Dubai, Investor AB—not SAIC—indicating no disclosed conflicts tied to her current employer .
- RED FLAGS: None disclosed regarding low attendance, related-party transactions, hedging/pledging, option repricing, or tax gross-ups for directors; Nasdaq explicitly prohibits hedging/pledging and maintains strong oversight via Audit & Risk Committee .
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