Ellyn J. Shook
Director at SNDK
Board
About Ellyn J. Shook
Ellyn J. Shook, age 62, has served as an independent director of Sandisk Corporation (SNDK) since February 2025. She is Accenture’s former Chief Leadership and Human Resources Officer and, since March 2025, serves as an Accenture luminary and senior client advisor, bringing nearly 37 years of global leadership, talent, and compensation experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chief Leadership and Human Resources Officer | 2014–Sep 2024 | Led global leadership, talent, and compensation strategy |
| Accenture plc | Senior Managing Director, Human Resources | 2011–2014 | Senior HR leadership |
| Accenture plc | Lead, Global Human Resources | 2004–2011 | Led global HR function |
| Accenture plc | Accenture luminary, senior client advisor | Mar 2025–present | Advisory role focused on leadership and talent |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Baldwin Insurance Group, Inc. | Director; Chair, Compensation Committee; Member, Nominating & Governance Committee | Current | Public company director leadership roles |
| Peer Roundtable of Chief Human Resources Officers | Executive Committee member | Current | Executive-level community engagement |
| National Academy of Human Resources | Board member | Current | Governance in HR profession |
Board Governance
- Independence: Board affirmatively determined Ms. Shook is independent under Nasdaq standards .
- Committee memberships (SNDK):
- Compensation and Talent Committee: Chair; members include Shook, Thomas Caulfield, Necip Sayiner; Meetings in FY2025: 3; full committee report signed by Shook as Chair .
- Executive Committee: Member; Meetings in FY2025: 0 .
- Attendance: During FY2025, each director attended at least 75% of Board and applicable committee meetings; average attendance across Board and all committees was 100% .
- Board leadership: Combined Chair/CEO (David V. Goeckeler); Lead Independent Director in place with defined duties (transitioned after the 2025 meeting) .
- Elections: All directors elected annually by simple majority of votes cast .
Fixed Compensation
| Component | Detail | Amount (USD) |
|---|---|---|
| Annual Board Retainer | Non-employee director | $85,000 |
| Compensation & Talent Committee – Member Retainer | Additional annual retainer | $12,500 |
| Compensation & Talent Committee – Chair Retainer | Additional annual retainer | $22,500 |
| Total Cash Earned (FY2025) | Fees Earned or Paid in Cash | $120,000 |
Notes
- Non-employee directors receive cash retainers in a lump sum after the annual meeting; no meeting fees; reasonable expenses reimbursed .
- Retainers are prorated upon mid-year appointments; initial slate specifics discussed in proxy; Shook received full annual cash retainers .
Performance Compensation
| Equity Vehicle | Grant Value Basis | Units | Grant Date | Vesting | Fair Value Recognized (FY2025) |
|---|---|---|---|---|---|
| RSUs (Director Program) | Program target $240,000; prorated post-separation | 3,771 RSUs | Shortly after separation | 100% on Nov 17, 2025 (immediately prior to first annual meeting), subject to service | $189,719 |
- Director RSUs are time-based; no performance metrics attached. Number of RSUs for FY2025 determined by dividing the dollar amount by average closing price over first five full trading sessions post‑separation; go-forward methodology uses closing price on grant date .
Other Directorships & Interlocks
| Company | Relationship to SNDK | Potential Interlock/Conflict |
|---|---|---|
| The Baldwin Insurance Group, Inc. | Unrelated industry (insurance advisory) | None disclosed; Governance Committee reviews outside directorships for conflicts annually . |
- Overboarding: SNDK policy limits directors to ≤5 public company boards (including SNDK); Shook is within limits .
Expertise & Qualifications
- Deep human capital, leadership, and compensation strategy expertise relevant to oversight of SNDK’s talent programs and pay design .
- Board-level experience in compensation and governance; thought leadership in people and work; executive-level HR background supporting CEO succession oversight and compensation risk review .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Sept 5, 2025) | 0 shares; less than 1% of class |
| Unvested RSUs held (as of June 27, 2025) | 3,771 RSUs |
| Director stock ownership guideline | Must hold “qualifying shares” valued at ≥$375,000 (includes common, RSUs, DSUs, certain indirect holdings) |
| Guideline compliance | All current non-employee directors in compliance |
| Hedging/pledging policy | Prohibited for directors; anti‑hedging/anti‑pledging and clawback policies in place |
Notes
- Beneficial ownership excludes RSUs vesting more than 60 days after the measurement date; Shook’s RSUs vest November 17, 2025 (beyond 60 days from Sept 5, 2025), explaining 0 shares in the beneficial ownership table despite RSU holdings and guideline compliance .
Governance Assessment
- Strengths:
- Independent director with relevant expertise chairing Compensation & Talent Committee; demonstrated rigor via multi-metric STI evolution and performance-based LTI frameworks for executives (FY2026 design includes margin, free cash flow, net debt, consumer revenue, and data center market share; LTI metrics include revenue and EPS over three one‑year periods) .
- Robust policies: anti-hedging/pledging, clawback aligned with Rule 10D‑1/Nasdaq; director ownership guidelines; annual Board/committee evaluations planned .
- Attendance robust; all directors ≥75% and average 100% across Board and committees in FY2025 .
- Potential risks/RED FLAGS:
- None disclosed relating to Shook; no Item 404 related-party transactions involving appointed directors; Governance Committee reviews outside board roles for conflicts .
- Combined Chair/CEO structure mitigated by Lead Independent Director responsibilities and executive sessions .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Committee composition | Ellyn J. Shook (Chair), Thomas Caulfield, Necip Sayiner; all independent |
| Consultant | Pay Governance LLC engaged; independence assessed; no conflicts; attended all meetings |
| Interlocks | None; no insider participation requiring disclosure; no compensation committee interlocks |
| Peer group basis | 17 tech/storage/semiconductor peers; size ranges for revenue and market cap; used to benchmark pay/incentive design |
| FY2026 design direction | STI: Non‑GAAP operating income and margin (50%), adjusted FCF (25%), corporate strategy metrics (25%: net debt, consumer net revenue, DC market share); LTI: revenue and EPS (50/50), three annual periods averaged, cap 200% |
Director Compensation (FY2025) – Summary Table
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Ellyn J. Shook | $120,000 | $189,719 | $309,719 |
Unvested RSUs (as of June 27, 2025): 3,771 .
Related Party Transactions
- Policy: Audit Committee reviews and must approve related person transactions >$120,000; committee members recuse if related .
- Disclosures: No Item 404 transactions involving directors appointed at spin-off (including Shook) .
- Other related party noted: CFO’s child employed with target compensation < $250,000 (not involving Shook) .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting scheduled for Nov 18, 2025 with advisory votes on NEO compensation (Proposal 2) and frequency (Proposal 3); Board recommends FOR on Proposal 2; subsequent programs to incorporate investor feedback .
Executive Sessions
- Independent directors hold executive sessions led by the Lead Independent Director at each regular Board meeting; committee chairs also lead committee executive sessions .
Signals for Investors
- Shook’s chair role and HR/comp expertise strengthen oversight of pay‑for‑performance, with explicit clawback, ownership, and anti‑hedging/pledging policies—supportive of alignment and governance rigor .
- Director equity compensation is time‑based and modest; cash retainer mix reflects responsibilities; ownership guideline compliance reinforces alignment .