Sudhanshu Priyadarshi
About Sudhanshu Priyadarshi
Sudhanshu Priyadarshi (age 48) is an independent director of Wabash National Corporation (NYSE: WNC), serving since November 2022; he is currently CFO and President, International at Keurig Dr Pepper, leading Finance, IT and the International segment . He holds a Physics degree from India and an MBA in Finance from the University of Technology, Sydney, and brings deep finance, logistics, technology, and multi-industry operating experience; Wabash’s Board designates him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Outdoor Inc. | Chief Financial Officer | Apr 2020 – Oct 2022 | Led finance for a global outdoor products company |
| Flexport | Chief Financial Officer | 2018 – 2019 | Led all financial operations, Global Real Estate, Insurance P&L |
| Walmart U.S. eCommerce | VP Finance | 2017 – 2018 | Drove retail finance for Walmart.com and portfolio sites; partnership with Google |
| Walmart U.S. | VP Finance & Strategy | 2016 – 2017 | Led finance for a ~$100B division (general merchandise/soft lines) |
| Cipla | Global COO; earlier Group Head, Corporate Strategy & Development | Prior to Walmart | Global operations and strategy for top-10 generic pharma |
| PepsiCo | Finance, Strategy, Operations roles; CFO Global R&D and Global Nutrition Platforms | 1999 – 2013 | CFO for $10B nutrition business; cross-functional leadership |
External Roles
| Organization | Role | Start Date | Scope |
|---|---|---|---|
| Keurig Dr Pepper | Chief Financial Officer and President, International | Nov 2022 | Leads Finance, IT and overall responsibility for International segment |
Board Governance
- Independence: Independent director (8 of 9 nominees independent; CEO not independent) .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Larry J. Magee) presides; annual Board/committee self-assessments, robust risk oversight .
- Audit Committee financial expert designation: Priyadarshi is designated an “audit committee financial expert” .
| Committee | Membership | Chair |
|---|---|---|
| Audit Committee | Member: Sudhanshu Priyadarshi | Scott K. Sorensen (Chair) |
| Compensation Committee | Member: Sudhanshu Priyadarshi | John G. Boss (Chair) |
| Nominating, Corporate Governance & Sustainability | Not a member | Ann D. Murtlow (Chair) |
| Finance Committee | Not a member | Stuart A. Taylor II (Chair) |
Fixed Compensation (Director)
| Component | Structure | 2024 Actual (USD) | Notes |
|---|---|---|---|
| Board cash retainer | $80,000 | Included in fees | Part of $220,000 total Board retainer (cash + equity) |
| Committee membership fees | Audit $10,000; Compensation $8,000 | Included in fees | Per 2024 fee schedule |
| Chair fees | None for Priyadarshi | $0 | Chair fees apply to designated chairs only |
| Fees earned or paid in cash | — | $98,000 | Board/committee cash retainers earned in 2024 |
| Company match (deferred comp) | Up to 3% matched 100%, next 2% at 50% | $3,920 | “All other compensation” reflects plan match |
| Total (cash + other) | — | $101,920 | Sum of cash fees and match |
2025 adjustment: Board retainer increased to $230,000 (cash $80,000 + equity $150,000), committee rates unchanged; RSUs vest on first anniversary .
Performance Compensation (Director Equity)
Directors receive time-based RSUs (no performance metrics), with no dividends paid before vesting; unvested awards do not accrue dividend equivalents and vest on the first anniversary of grant .
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 22, 2024 | 6,307 | $140,015 | Vests in full on May 22, 2025 |
Plan guardrails: non-employee director compensation capped at $750,000 per year under the omnibus plan; no option/SAR repricing; dividends not paid on unvested awards; double-trigger vesting on change in control for assumed awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None currently (Other Public Boards: “No”) |
| Network interlocks/conflicts | No related-person transactions required to be disclosed in 2024; Audit Committee oversees related-party review |
Expertise & Qualifications
- Finance and treasury leadership across CPG, retail, logistics, and technology; designated audit committee financial expert .
- Technology/logistics exposure via Walmart eCommerce and Flexport; broad P&L and strategy roles .
- Education: Physics (India), MBA in Finance (University of Technology, Sydney) .
Equity Ownership
- Beneficial ownership: 6,386 shares; less than 1% of outstanding shares .
- Unvested director RSUs (excluded from beneficial count): 6,307 .
- Stock ownership guidelines: non-employee directors must hold 50% of shares from retainers until reaching 5x the cash portion of the annual Board retainer; as of Dec 31, 2024, all non-employee directors had either met targets or remained in compliance with holding requirements .
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 6,386 | As of March 19, 2025; <1% of class |
| Unvested RSUs | 6,307 | Vests May 22, 2025 |
| Ownership guideline | 5x cash portion of Board retainer | Hold 50% of shares until target met |
| Compliance status | In compliance (group-level disclosure) | All non-employee directors compliant or within time |
Governance Assessment
- Strengths: Independent director; member of Audit and Compensation Committees; designated audit committee financial expert; strong attendance; pay structure aligns with shareholders via mandated RSU holdings and robust clawback/anti-hedging/anti-pledging policies .
- Compensation alignment: Balanced cash/equity (2024: $98,000 cash fees; $140,015 RSU award); no performance-linked director equity, but annual RSUs support ownership alignment; director pay cap in omnibus plan .
- Conflicts/related-party: No related-person transactions disclosed for 2024; Section 16 filings timely; insider trading policy enforced; anti-hedging/pledging rules apply broadly to directors .
- RED FLAGS: None disclosed—no pledging, no option repricing, no related-party transactions, and high say-on-pay support (98%) indicating shareholder confidence in pay governance (executive context) .
Note: Director compensation and equity are governed by Board-approved schedules; annual RSU grants are time-based for directors (not performance-based). Audit Committee reviews related-party transactions and cybersecurity oversight, reinforcing board effectiveness .