Shamla Naidoo

About Shamla Naidoo

Shamla Naidoo (age 60) is an independent director of WisdomTree, Inc. (WT) since June 2023, serving as Chair of the Nominating & Governance Committee and as a member of the Audit and Technology Strategy Committees; she is a cybersecurity executive and attorney with prior CISO leadership at IBM and deep legal, privacy, and technology expertise .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Governance; Member, Audit; Member, Technology Strategy; previously served on Compensation Committee during 2024 (ceased Jan 2025) .
• Independence: WT’s board has a substantial majority of independent directors; all directors except the CEO are independent, including Naidoo .
• Attendance: WT’s board held 13 meetings in 2024; aggregate attendance was 99%, and each director attended at least 75% of board and committee meetings on which they served .
• Committees activity levels: Audit (8 meetings), Compensation (5), Nominating & Governance (4), Technology Strategy (formed Jan 2025) .
• Governance practices: independent director-led committees, executive sessions, majority voting, proxy access, cybersecurity oversight through Audit, corporate responsibility oversight through Nominating & Governance .

Fixed Compensation

• WT Non-Employee Director Compensation Terms (2024):

  Component	Amount
  Annual Board Cash Retainer	$100,000
  Annual Restricted Stock or DRSU Award (1-year vest)	$100,000 grant-date value
  Chair of the Board Cash Retainer	$110,000
  Audit Committee – Chair/Member	$25,000 / $12,500
  Compensation Committee – Chair/Member	$40,000 / $15,000
  Nominating & Governance – Chair/Member	$15,000 / $7,500
  Annual Meeting Committee – Chair/Member	$12,500 / $7,500
  Technology Strategy – Chair/Member	$15,000 / $7,500 (established Jan 2025)

• Naidoo 2024 Director Compensation:

  Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
  Shamla Naidoo	124,925	99,997	224,922

• 2024 Equity Grant Detail (Directors):

  Grant Date	Instrument	Shares/Units	Grant-Date Fair Value	Vesting
  Jun 12, 2024	Restricted Stock (RS)	10,152	$99,997	1-year vest; standard director awards vest one year from grant

Performance Compensation

• Directors do not receive performance-based cash bonuses or PSUs/options; annual equity for directors is time-vested restricted stock or DRSUs with one-year vesting, not tied to performance metrics .

Other Directorships & Interlocks

• Public company boards: Asbury Automotive Group (ABG) .
• Additional boards: QBE North America (division of public QBE), Reference Point LLC (private), prior StoneBridge Acquisition Corp (pre-merger) .
• Compensation Committee interlocks: WT disclosed no interlocks or insider participation conflicts among Compensation Committee members for 2024; Naidoo ceased serving on the Compensation Committee in Jan 2025 .

Expertise & Qualifications

• Cybersecurity leadership and oversight: prior CISO roles at IBM; skills matrix marks Naidoo for information technology/cybersecurity oversight and corporate governance .
• Legal expertise: J.D., admitted to practice in Illinois and Washington, D.C.; teaches IT/security/privacy law .
• Risk management and global business experience: multiple roles across financial services and technology; WT committee service emphasizes governance and technology strategy .

Equity Ownership

• Beneficial ownership: 24,814 shares; percentage less than 0.1% of outstanding shares .
• Unvested vs vested: includes 10,152 shares of restricted stock vesting within 60 days of the record date (Apr 23, 2025) .
• Director stock ownership guidelines: non-employee directors must hold 5x base retainer; guidelines count 50% of unvested RS/RSUs; options and unearned PRSUs do not count .
• Compliance status: as of Nov 30, 2024, Naidoo had not yet met the stock ownership guideline (alongside several newer directors); directors not in compliance face selling restrictions until next annual measurement .
• Hedging/pledging policy: WT prohibits pledging, hedging, short sales, and derivatives in company securities; margin accounts require Audit Committee approval .

Governance Assessment

• Board effectiveness and engagement: Chairing Nominating & Governance and serving on Audit and Technology Strategy places Naidoo at the center of director succession, governance policy, corporate responsibility oversight, cybersecurity risk oversight, and emerging technology strategy—key areas for investor confidence in WT’s digital assets push .
• Independence and attendance: Independent status with strong board-wide attendance (99% aggregate) and minimum individual thresholds indicates robust participation; committee rotation and independent chairs further support governance quality .
• Alignment and incentives: Director pay structure is balanced (cash + time-vested equity), but Naidoo’s ownership guideline shortfall as of Nov 30, 2024 is a watch item typical for newer directors; selling restrictions remain until compliance, partially mitigating misalignment risk .
• Conflicts and related-party risk: No related person transactions involving directors beyond disclosed legacy items; no interlock concerns reported for the Compensation Committee in 2024 .
• Overboarding risk: WT guidelines cap total public boards at four and limit Audit Committee memberships across companies; Naidoo’s disclosed public roles remain within these thresholds, aligning with governance expectations .