Easwaran Sundaram
About Easwaran Sundaram
Operating Executive at Tailwind Capital; former EVP and Chief Digital & Technology Officer at JetBlue Airways (2012–Feb 2021) and founding oversight officer of JetBlue Technology Ventures. Age 54; WCC director since 2018; currently serves on Audit and Nominating & Governance Committees; the Board has affirmatively determined he is independent . Background spans cybersecurity, digital transformation, and global supply chain leadership, with prior senior roles at Pall Corporation (SVP Global Supply Chain; CIO) and PSS World Medical/McKesson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways | EVP & Chief Digital & Technology Officer | 2012 – Feb 2021 | Led digital and cybersecurity transformation; founded JetBlue Technology Ventures oversight |
| JetBlue Technology Ventures | Founding member, oversight officer | Overlaps JetBlue tenure | Early-stage innovation investing and incubation; tech scouting |
| Pall Corporation | SVP Global Supply Chain; CIO | Prior to JetBlue | Operations and supply chain digitization; enterprise IT leadership |
| PSS World Medical – McKesson | Senior supply chain management | Prior to Pall | Distribution and supply chain execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SolarWinds Corporation | Director | Current | Serves on Audit, Nominating & Governance, and Technology & Cybersecurity committees; brings cyber oversight expertise |
Board Governance
- Committee assignments at WCC: Audit Committee; Nominating & Governance Committee (not a chair) .
- Attendance and engagement: The full Board met 4 times in 2024; each director attended ≥75% of aggregate Board and relevant committee meetings. Audit Committee held 8 meetings; Nominating & Governance held 3 meetings in 2024 .
- Independence and structure: Board determined Sundaram is independent; all standing committees are fully independent. Non-management directors meet in executive session at each Board meeting, presided by the Lead Director (James L. Singleton) .
Fixed Compensation
| Component (Director 2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $125,000 |
| Committee/Chair fees | None (not a chair) | $0 |
| Lead independent director premium | Not applicable | $0 |
| Meeting fees | None paid for attendance | $0 |
| Reimbursements | Travel/out-of-pocket expenses reimbursed | Policy disclosure |
| Deferred compensation election | Cash retainer deferred into stock units | $125,000 |
- Director compensation program uses Meridian Compensation Partners for market benchmarking; equity plus cash structure; directors may defer 25–100% of cash/equity retainers into stock units .
Performance Compensation
| Equity Element | Grant specifics | Vesting | Value/Units |
|---|---|---|---|
| RSUs (annual grant) | Granted Mar 1, 2024; 1,217 RSUs at $152.07 grant-date price | 100% time-based; vest on 1st anniversary (with prorated vest for shorter service by quarter bands) | $185,000 grant value; 1,217 units |
| Outstanding equity (12/31/2024) | Unvested RSUs | Time-based vesting | 1,228 shares not vested |
| Outstanding equity (12/31/2024) | Options/SARs exercisable | Standard terms | 2,498 exercisable |
- Performance metrics: Director equity awards are not performance-conditioned; RSUs are time-based. WCC prohibits hedging/pledging for Section 16 directors and officers, reinforcing pay-for-performance alignment and risk controls .
- Stock ownership guidelines for directors: 5× annual cash retainer; all directors have acquired or are acquiring stock per guidelines .
Other Directorships & Interlocks
| Company | Sector linkage to WCC | Potential interlock/conflict note |
|---|---|---|
| SolarWinds | Enterprise software and cybersecurity; WCC distributes networking/security solutions | No related-party transactions disclosed for 2024; committee roles align with WCC Audit oversight of cybersecurity risk; monitor for any commercial ties over time |
Expertise & Qualifications
- Digital tools, cybersecurity, and technology strategy; supply chain operations leadership across industrial and airline contexts .
- Audit committee experience (financial oversight and cyber risk) at WCC and SolarWinds; governance and ESG oversight via Nominating & Governance committees .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/27/2025) | 11,953 shares; <1% of outstanding |
| Exercisable options/SARs (12/31/2024) | 2,498 |
| Unvested RSUs (12/31/2024) | 1,228 |
| Pledging/hedging | Prohibited for Section 16 directors and officers |
| Director ownership guideline | 5× cash retainer; board-wide compliance in-progress/met |
Insider Trades (Form 4 snapshots)
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($/share) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-09-30 | Award (A) | 147.754 | 211.50 | 13,596.465 | https://www.sec.gov/Archives/edgar/data/929008/000119312525228467/0001193125-25-228467-index.htm |
| 2025-10-02 | 2025-09-30 | Award (A) | 28.7903 | 0.00 | 13,448.711 | https://www.sec.gov/Archives/edgar/data/929008/000119312525228467/0001193125-25-228467-index.htm |
| These reflect small stock-unit awards (likely dividend equivalents or deferred retainer credits) and updated ownership positions; type “A” denotes grants/awards per SEC coding [Read insider-trades skill; Form 4 output]. |
Governance Assessment
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Strengths
- Independent director with deep technology/cybersecurity and supply chain expertise; aligned with Audit Committee’s cybersecurity oversight remit .
- Solid engagement: committee memberships with active schedules; Board-wide executive sessions and director education; ≥75% attendance threshold met .
- Balanced director pay: modest cash retainer plus time-based RSUs; robust 5× ownership guideline; prohibitions on hedging/pledging; indemnification aligned with market norms .
- No related-party transactions disclosed for 2024, reducing conflict risk .
-
Watch items
- External board at SolarWinds creates potential information flows in cybersecurity/software; monitor for any WCC-commercial ties; currently no related-party transactions reported .
- RSU awards are time-based (no performance conditions for directors); continue to assess ownership alignment via guidelines and deferrals .
-
Broader governance signals
- Say-on-pay approval ~97% in 2024 indicates strong shareholder support for compensation practices; independent committees and annual evaluations underpin board effectiveness .