Sami Naffakh
About Sami Naffakh
Independent director of Bolt Projects Holdings, Inc. (BSLK), Class III, age 55, serving since 2024 with current term expiring at the 2027 annual meeting . He is designated independent under Nasdaq rules and serves on two Board committees; he is also identified as an audit committee financial expert . Education: Master’s Degree in Industrial Engineering from École des Hautes Études Industrielles; career credentials in global operations and supply chain leadership across consumer products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reckitt Benckiser PLC | Chief Supply Officer | Jul 2020–present | Global operations and supply chain leadership |
| Arla Foods Group | Chief Operations Officer | Jan 2018–Jun 2020 | Operational transformation, dairy supply chain |
| Estée Lauder Companies Inc. | SVP Supply Chain, EMEA | Mar 2014–Dec 2017 | Regional supply chain leadership |
| Danone Infant Nutrition Asia Pacific | SVP Supply Chain, APAC | Mar 2012–Feb 2014 | APAC supply chain leadership |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Reckitt Benckiser PLC | Chief Supply Officer | Public | Executive role; no BSLK-related party transactions disclosed |
No other public company directorships disclosed in the last five years .
Board Governance
- Board class: Class III; term through 2027 annual meeting .
- Independence: Board determined Naffakh is independent under Nasdaq rules .
- Committees: Audit Committee (member); Nominating & Corporate Governance Committee (member) .
- Audit Committee Financial Expert: Designated as financial expert under Item 407(d)(5) of Regulation S-K .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board met 4 times; Audit met 3; Compensation met 1; Nominating & Governance met 1 .
- Executive sessions: Independent directors meet regularly, at least twice annually without management .
- Board leadership: CEO serves as Chair; Lead Independent Director arrangement available per Guidelines; none disclosed as appointed .
Fixed Compensation
2024 actual cash compensation (post-Business Combination):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $15,992 | 2024 Director Compensation Table |
| Meeting Fees | Not disclosed | No meeting fees program disclosed |
| Committee Member Cash Retainers | Program: Audit member $8,000/year | Program structure; individual breakdown not itemized in 2024 totals |
| Committee Chair Fees | Not applicable (not a chair) | Chairs: Audit $15,000; Comp $12,000; N&G $8,000 |
Director Compensation Program cash schedule (for reference):
| Role | Annual Retainer (USD) |
|---|---|
| Non-employee Director | $40,000 |
| Non-executive Chairman (additional) | $30,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member (non-chair) | $8,000 |
| Compensation Committee Chair | $12,000 |
| Nominating & Governance Committee Chair | $8,000 |
Performance Compensation
Equity awards (non-employee director program), grants on November 25, 2024:
| Grant Date | Award Type | Shares | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Nov 25, 2024 | Initial RSUs | 1,125 | Included in 2024 stock awards total of $12,750 | 1/3 each on Aug 13, 2025, Aug 13, 2026, Aug 13, 2027, continued service required |
| Nov 25, 2024 | Annual RSUs | 750 | Included in 2024 stock awards total of $12,750 | Vests in full on the earlier of Aug 13, 2025 or next annual meeting; continuous service required |
| — | Change-in-Control | — | — | Director RSUs vest in full if not continuing on successor board post-CIC |
Note: 2024 “Stock Awards ($)” total for Naffakh was $12,750 (aggregate grant-date fair value of RSUs granted in 2024) .
Performance metrics: None disclosed for director equity awards; RSUs are service/time-based under the Director Compensation Program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions involving Naffakh disclosed; related-party review overseen by Audit Committee |
Expertise & Qualifications
- Industrial engineering background; senior leadership across multinational supply chains (Reckitt, Arla, Estée Lauder, Danone) .
- Financial literacy and audit oversight credentials; designated audit committee financial expert .
- Independent governance perspective; service on Nominating & Corporate Governance Committee .
Equity Ownership
Beneficial ownership as disclosed:
| As-of Date | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Jul 11, 2025 | 1,125 | <1% | RSUs vesting within 60 days; no options |
| Oct 10, 2025 | 1,125 | <1% | RSUs vested and subject to deferred settlement within 60 days |
Hedging/Pledging: Company policy prohibits hedging transactions; no pledging by Naffakh disclosed .
Section 16(a) compliance: No delinquent filings noted for Naffakh in the 2024 review; delinquent filers listed do not include Naffakh .
Governance Assessment
- Strengths: Independence, dual-committee service, audit financial expert designation, satisfactory attendance, and robust governance policies (clawback for executives, anti-hedging, related-party review) increase board effectiveness and investor confidence .
- Alignment: Director equity grants (RSUs) provide some alignment; however, reported beneficial ownership is minimal (<1%), typical for new directors post-SPAC; ownership is expected to accrete with scheduled vesting and future annual grants .
- Conflicts: No related-party transactions involving Naffakh disclosed; external executive role at Reckitt is unrelated to BSLK’s financing relationships (e.g., Sponsor, Ascent, Seneca, Ginkgo) and presents low conflict risk as per disclosures .
- RED FLAGS: None specific to Naffakh identified in filings; broader company capital-raise and dilution items were approved by shareholders, but they do not indicate governance concerns tied to Naffakh individually .
Overall, Naffakh’s audit expertise and independence support board credibility and risk oversight, with low conflict exposure and adequate engagement, while equity alignment is modest but structured to increase via director RSU program .