Devinder Kumar
Director at SNDK
Board
About Devinder Kumar
Devinder Kumar, age 70, is an independent director of Sandisk Corporation (SNDK) since February 2025. He served as CFO (2013–Jan 2023), Treasurer (2015–Jan 2023), and Corporate Controller (2001–2012) at Advanced Micro Devices (AMD), bringing over 40 years of global semiconductor and finance experience; he is qualified as an “audit committee financial expert” under SEC rules and currently chairs the audit committee of a public company. He is also a current director at Ciena Corporation. These credentials underpin strong board oversight in finance, audit, and global operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices, Inc. | Chief Financial Officer | 2013 – Jan 2023 | Led finance through significant market cap expansion; deep capital markets and financial reporting experience |
| Advanced Micro Devices, Inc. | Treasurer | 2015 – Jan 2023 | Corporate finance and liquidity management |
| Advanced Micro Devices, Inc. | Corporate Controller | 2001 – 2012 | Accounting policy, controls, and reporting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ciena Corporation | Director | Current | Committee roles not disclosed in SNDK proxy |
| Public company (not identified in SNDK filing) | Audit Committee Chair | Current | Serves as audit committee chair at a public company (enhances audit oversight depth) |
Board Governance
- Committee assignments: Member, Audit Committee; SNDK’s Board determined all Audit members are “audit committee financial experts” under SEC rules. Audit Committee met 4 times in fiscal 2025.
- Independence: Board affirmatively determined Mr. Kumar is independent under Nasdaq listing standards.
- Attendance and engagement: During fiscal 2025 (approx. four months post-Separation), the full Board met 3 times; each director attended at least 75% of Board and applicable committee meetings. Average attendance across Board, Audit, Compensation and Talent, and Governance committees was 100%.
- Board leadership and executive sessions: CEO also serves as Chair; the Board utilizes a Lead Independent Director and holds executive sessions of independent directors with each regular Board meeting; committee chairs also lead executive sessions.
- Near-term refresh/change: Two transition directors will depart immediately prior to the 2025 annual meeting; the Board intends to appoint a new Lead Independent Director and new chairs for the Audit and Governance Committees—an oversight transition to monitor.
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $85,000 | Paid lump sum post-annual meeting; prorated if appointed mid-year |
| Committee Member Retainer | Audit: $15,000; Compensation & Talent: $12,500; Governance: $10,000 | Chair receives both member and chair retainers |
| Committee Chair Retainer | Audit: $25,000; Compensation & Talent: $22,500; Governance: $15,000 | In addition to member retainer |
| Meeting Fees | None | No per-meeting fees; reasonable expenses reimbursed |
| Director (FY2025) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Devinder Kumar | 100,000 | 189,719 | 289,719 |
- Deferred compensation: Non-employee directors may defer up to 80% of annual cash and may defer RSU settlement; as of Sept 5, 2025, no director or executive officer had DSUs outstanding.
Performance Compensation
| Equity Vehicle | Grant Value ($) | Shares Granted | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs (FY2025) | 189,719 | 3,771 | 100% vests Nov 17, 2025, subject to continued service | None (time-based RSUs) |
- Director equity program: Standard non-employee director annual RSU value is $240,000 (Lead Independent Director: $280,000), prorated for initial 2025 post-Separation grants; future grants sized by grant-date stock price.
- Deferral: Directors may defer RSUs beyond vesting date under the plan.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Ciena Corporation | Director (Current) | Current other public company directorship |
- Compensation committee interlocks: None—Sandisk’s Compensation and Talent Committee members were independent, with no interlocks or insider participation disclosed for fiscal 2025.
Expertise & Qualifications
- Audit and finance leadership: Former CFO, AMD; qualifies as an “audit committee financial expert.”
- Global operating experience: North America, Asia, Europe, Middle East; 10 years in Asia leading AMD manufacturing operations.
- Strategic/operational acumen: Extensive semiconductor industry background supports oversight of financial reporting, controls, and risk management.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Unvested RSUs | Deferred Stock Units |
|---|---|---|---|---|
| Devinder Kumar (as of Sept 5, 2025) | 19 | <1% | 3,771 | 0 |
- Director stock ownership guidelines: Directors generally may not sell company shares unless they hold “qualifying shares” valued at least $375,000 (includes common stock, RSUs, and DSUs; excludes options). All current non-employee directors comply.
- Hedging/pledging: Company policy prohibits directors and executives from hedging, pledging, short sales, and derivative transactions in company securities—reducing alignment risk.
Governance Assessment
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Strengths supporting investor confidence
- Independence and audit expertise: Independent director, Audit Committee member, and SEC-defined audit committee financial expert—a strong fit for SNDK’s post-Separation control and disclosure priorities.
- Engagement: Fiscal 2025 average attendance across Board and committees was 100%, with each director over 75%—a positive signal for effectiveness amidst spin-off integration.
- Alignment mechanisms: Time-based RSU grants, director ownership guidelines ($375,000 threshold), and anti-hedging/pledging policies promote alignment and risk control.
- Clean related-party posture: Related-person transactions are governed by Audit Committee oversight; no Kumar-specific related-party items disclosed.
-
Watch items / monitoring points
- Low current beneficial holdings (19 shares) prior to first vest: Monitor ownership growth post the Nov 17, 2025 RSU vest to track alignment progression.
- Committee leadership transition: The Board intends to appoint a new Lead Independent Director and new Audit and Governance Committee chairs at the annual meeting—oversight continuity should be monitored as roles transition.
-
RED FLAGS (none observed in filings)
- No disclosed related-party transactions involving Mr. Kumar; company-wide prohibitions on hedging/pledging; no per-meeting director fees; no compensation committee interlocks.