Sharda Cherwoo
About Sharda Cherwoo
Independent director of World Kinect Corporation since 2020; age 66. Retired Senior Partner at Ernst & Young LLP with more than 37 years of service, including leadership in intelligent automation and global shared services; Certified Public Accountant (active). Chairs the Sustainability & Corporate Responsibility Committee and serves on Audit, Governance, and Technology & Operations Committees, bringing deep expertise in finance, digital transformation, AI, and international operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Partner | >37 years, retired Jan 2020 | Specialized focus in private equity, financial services, healthcare, and emerging/disruptive technology |
| Ernst & Young LLP | Launched and spearheaded Intelligent Automation program | Oct 2015–Jan 2020 | Set strategic direction, governance, and risk management; directed EY investments in RPA and digital transformation |
| Ernst & Young LLP | Founding CEO, Global Shared Services (Bangalore) | 2001–2004 | Led EY’s first global offshoring center for client-facing operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Carlyle Group Inc. (NASDAQ: CG) | Director | Since Jun 2023 | Audit committee member |
| Doma Holdings, Inc. (NYSE: DOMA) | Director | Aug 2021–Jan 2023 | Audit & Risk Committee member |
| World Quantum Growth Acquisition Corp. (NYSE: WQGA) | Director | Aug 2021–Feb 2023 | Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees |
| Land O’Lakes Inc. | Advisory Board Member | Since Dec 2020 | Audit & Risk Committee; Policy Committee |
| International House of New York | Director | Since Jun 2008 | Chair of Audit Committee |
| Tax Analysts; NACD – New York Chapter | Nonprofit board roles | Ongoing | Board service; governance engagement |
| Columbia Business School | Executive in Residence | Since 2023 | Thought leadership and education |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Sustainability & Corporate Responsibility | Chair | 4 | Oversees sustainability strategy, risk, disclosures; monitors progress vs goals |
| Audit | Member | 8 | Board determined all members are independent, financially literate, and qualify as “audit committee financial experts” under SEC rules |
| Governance | Member | 4 | Oversees Board effectiveness, director compensation, succession, and sustainability policies |
| Technology & Operations | Member | 4 | Reviews technology investments, operational risks; consults with Audit on cybersecurity and controls |
- Independence: Board determined Cherwoo is independent under NYSE standards; Audit and Compensation committees comprise only independent directors .
- Attendance: In 2024, the Board met four times; each director attended at least 75% of the aggregate Board and committee meetings on which they served; all directors standing for election attended the 2024 annual meeting .
- Board leadership: Lead Independent Director presides over executive sessions, reviews agendas, liaises with Chair/CEO, and can engage outside advisors; currently held by Stephen K. Roddenberry .
- Cyber and data privacy: Oversight split between Audit and Technology & Operations Committees; CIO/CISO provide quarterly updates; program aligned to NIST; ISO 27001 certification; no material cyber losses reported .
- Related party transactions: None reportable in 2024; Governance Committee oversees any such transactions over $120,000 and applies robust approval criteria .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $144,236 | |
| Stock Awards (2024) | $195,019 | |
| Total Director Compensation (2024) | $339,256 | |
| RSUs Granted for 2024–2025 Term | 7,362 RSUs; vest on earlier of day prior to next annual meeting or one year from grant date; 100% shares issued upon vesting | |
| Board Cash Fee Structure (2024–2025 term) | $100,000 annual Board fee; committee member fees: Audit $15,000; Compensation/Technology & Operations/Sustainability & Corporate Responsibility $10,000 each; Nominating Subcommittee $5,000; Chair fees: Audit $35,000; Compensation/Technology & Operations $30,000; Governance/Sustainability & Corporate Responsibility $20,000; Lead Independent Director $40,000 | |
| Equity Components | $175,000 RSUs to each non-management director; +$10,000 RSUs for Governance Committee members; +$10,000 RSUs for each Committee Chair (including Sustainability & Corporate Responsibility) |
Performance Compensation
| Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Performance-based equity (PRSU) | No | Director equity is time-based RSUs vesting over ~1 year for board service; no performance metrics disclosed for directors |
| Annual cash incentive tied to operating metrics | No | Not applicable to non-management directors; applies to executive officers only |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Considerations |
|---|---|---|---|
| The Carlyle Group Inc. | Director | Audit Committee | Audit committee independence maintained; WKC policy limits directors to ≤3 other public company boards unless Board determines no impairment; Audit Committee policy restricts serving on more than two other public company audit committees—none currently exceed this limit |
| Doma Holdings, Inc. | Former Director | Audit & Risk Committee | Prior role ended Jan 2023; no current interlock at WKC disclosed |
| World Quantum Growth Acquisition Corp. | Former Director | Audit Chair; Compensation; Nominating & Corporate Governance | Prior role ended Feb 2023; no current interlock at WKC disclosed |
- Compensation Committee interlocks: None reported for 2024; no cross-directorships that create compensation interlocks with WKC executives .
- Related person transactions: None reported in 2024 .
Expertise & Qualifications
- CPA (active); deep financial and tax reporting expertise .
- Digital transformation and intelligent automation leadership; AI strategy governance; RPA investments .
- International operations and shared services execution (Bangalore global offshoring) .
- Governance experience across public and nonprofit boards; audit committee leadership .
- Key skills per WKC: Accounting/Finance; Corporate Governance/Other Public Company Directorship; Human Capital/Talent Management; Information Technology; International Operations; Management .
Equity Ownership
| Holding Type | Quantity | Notes |
|---|---|---|
| RSUs outstanding as of Dec 31, 2024 | 7,362 | Per director stock unit holdings; no separate stock units reported for Cherwoo |
| Ownership Guidelines | Must accumulate ≥5x annual Board fee ($500,000) within five years; all non-management directors are in compliance | |
| Hedging/Pledging | Company prohibits hedging and short sales; “No Hedging/No Pledging” highlighted in governance practices |
Governance Assessment
- Strengths: Independent director with audit committee financial expert qualifications and multi-committee service; chairs Sustainability & Corporate Responsibility during a period of strategic energy transition; extensive AI/digital transformation and finance background enhances oversight of technology, cybersecurity, and sustainability disclosures .
- Engagement: Board conducted individual interview-based self-evaluations in 2024 led by Lead Independent Director; robust shareholder engagement program; 2024 say-on-pay approval ~91% indicates improved investor alignment .
- Alignment: Director ownership guidelines enforced; director equity grants are time-based with annual vesting tied to continued service; prohibition on hedging/pledging supports alignment .
- Conflicts: No 2024 related party transactions; compensation committee interlocks absent; audit committee service limits respected; familial relationships disclosed elsewhere on Board (Kasbar/Kassar) but not involving Cherwoo .
- RED FLAGS: None disclosed specific to Cherwoo; monitor for potential conflicts if Carlyle-affiliated entities transact with WKC—Governance Committee has a formal related party policy with pre-approval thresholds and independence impact review .