Sundaram Nagarajan
WESCO INTERNATIONALAbout Sundaram Nagarajan
Sundaram “Naga” Nagarajan, age 62, is an independent director of Wesco International (WCC) since 2022. He is President and Chief Executive Officer of Nordson Corporation (since 2019) and brings senior operating leadership across manufacturing, supply chain, human capital management, and international operations; he is designated by Wesco’s Board as an Audit Committee Financial Expert. He is a member of Wesco’s Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | Executive Vice President, Automotive OEM Segment | 2015–2019 | Senior operating leadership; manufacturing and supply chain domain expertise |
| Illinois Tool Works (ITW) | Various roles of increasing responsibility | 1995–2015 | Organizational change management, international operations, human capital leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | President & CEO; Director | 2019–present | CEO leadership; public company board service |
| Sonoco Products Company | Director (former) | 2015–2022 | Public company board oversight |
| Greater Cleveland Partnership | Board of Directors | Not disclosed | Regional business leadership |
| Manufacturers Alliance | Board of Trustees | Not disclosed | Industry best practices; manufacturing focus |
| Hawken School | Board of Trustees | Not disclosed | Community/education governance |
Board Governance
- Independence: The Board affirmatively determined Mr. Nagarajan is independent under NYSE standards.
- Committees: Member – Audit (Board-designated “Audit Committee Financial Expert”); Member – Compensation. Not a chair.
- Attendance and engagement:
- Board met 4 times in 2024; each Director attended at least 75% of Board and committee meetings on which they served.
- Non-management directors held executive sessions at each regularly scheduled Board meeting; Lead Director (James L. Singleton) presided.
- All directors attended the Annual Meeting of Stockholders.
- Committee cadence (2024): Audit (8 meetings), Compensation (5), Nominating & Governance (3), Executive (0).
- Board leadership: Combined Chair/CEO with an independent Lead Director (Singleton).
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for independent directors; no meeting fees; committee chairs receive $30,000 and Lead Director $50,000 (not applicable to Nagarajan) |
| Cash deferral election | $125,000 | Elected to defer cash retainer into Deferred Compensation Plan for Non‑Employee Directors |
| Expenses | — | Reimbursement of reasonable travel/out-of-pocket expenses (standard program) |
Director compensation paid (2024):
- Fees earned/paid in cash: $125,000; Stock awards: $185,000; Total: $310,000. Equity comprised approximately 60% of total (185/310).
Vesting/deferral mechanics:
- Directors may defer 25–100% of cash and equity; deferred cash converted into stock units at fair market value on payment dates; distributions in lump sum or installments in shares per elected schedule.
Performance Compensation (Director)
| Equity Award | Grant Date | Type | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity | Mar 1, 2024 | RSUs | 1,217 RSUs at $152.07 ($185,000 grant-date fair value) | Vest on first anniversary (partial vesting if service ends before 1 year per schedule) | None (time-based only) |
Directors do not receive performance-conditioned awards (PSUs/options) in the director program; RSUs are time-based.
Other Directorships & Interlocks
| Company/Organization | Current/Past | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Nordson Corporation | Current | President & CEO; Director | No related-party transactions disclosed with WCC in 2024 |
| Sonoco Products Company | Past | Director (2015–2022) | — |
| Greater Cleveland Partnership | Current | Board of Directors | — |
| Manufacturers Alliance (Trustees) | Current | Trustee | — |
| Hawken School (Trustees) | Current | Trustee | — |
- Compensation Committee interlocks: None; no WCC executive served on another public company’s comp committee with a WCC director.
- Related-party transactions: None disclosed for 2024.
Expertise & Qualifications
- CEO leadership and operating experience in manufacturing and distribution; change management; supply chain; human capital; international operations.
- ESG involvement: worked extensively on inclusion and sustainability strategies; Board-level oversight experience.
- Financial acumen: Board has designated him an Audit Committee Financial Expert.
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common) | 4,805 shares | Less than 1% of outstanding shares |
| Unvested RSUs at 12/31/2024 | 1,228 shares | Outstanding director equity awards |
| Exercisable equity awards | 1,775 (securities underlying unexercised awards) | Legacy equity awards outstanding |
| Hedging/Pledging | Prohibited for Section 16 directors and officers (incl. directors); also prohibits margin accounts/pledging shares | Alignment policy |
| Ownership guidelines | 5x annual cash retainer for directors; Board states all directors have acquired or are acquiring stock in accordance | Ownership alignment policy |
Section 16 compliance: All required filings timely for 2024 (no delinquencies reported).
Governance Assessment
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Strengths for investor confidence
- Independent director; Audit and Compensation Committee memberships with Audit Committee Financial Expert designation.
- Solid engagement: ≥75% attendance; participated in a Board with regular executive sessions; all directors attended the Annual Meeting.
- No related-party transactions or interlocks disclosed; hedging/pledging prohibited; Section 16 filings current.
- Director pay is equity-heavy (approx. 60%), improving alignment; robust 5x retainer ownership guideline applies.
-
Compensation Committee oversight context
- Committee fully independent; utilizes independent consultant Meridian; Committee found no consultant conflicts.
- Company’s say‑on‑pay support was ~97% in 2024, indicating broad shareholder support for pay practices (context for overall governance credibility).
-
RED FLAGS
- None disclosed in 2024 for this director (no related-party transactions; no Section 16 delinquencies; hedging/pledging prohibited).
- Watch item: He is a sitting CEO while serving on WCC’s Board; the Nominating & Governance Committee annually reviews outside board commitments and time availability; attendance thresholds were met.