Matthew E. Massengill
About Matthew E. Massengill
Independent director who joined Sandisk’s board at separation from Western Digital (effective Feb 21, 2025) and served as Lead Independent Director and Chair of the Governance Committee; his term ends immediately prior to the Nov 18, 2025 annual meeting . The Board affirmatively determined he is independent under Nasdaq listing standards; directors met 75%+ attendance with 100% average Board and committee attendance in fiscal 2025 . Background includes concurrent service on Western Digital’s board at the time of separation, providing leadership continuity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandisk (SNDK) | Lead Independent Director; Governance Committee Chair; Executive Committee member | Feb 2025 – Nov 2025 | Led independent oversight; chaired governance refresh, succession, committee evaluations; served on Executive Committee with board powers between meetings |
| Western Digital (WDC) | Director | At time of separation (Feb 2025) | Provided leadership continuity during spin-off of Sandisk from WDC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Digital Corporation | Director | Feb 2025 (at separation) | Interlock during transition; WDC retained ~5.1% of SNDK and entered post-separation agreements |
Board Governance
- Independence: Board affirmed Massengill’s independence under Nasdaq standards .
- Attendance: Each director attended ≥75% of Board/committee meetings; average attendance was 100% for Board, Audit, Compensation & Talent, and Governance in fiscal 2025 .
- Lead Independent Director responsibilities: Liaison to management; co-sets agendas; chairs executive sessions; presides when Chair absent; available for shareholder engagement .
- Executive sessions: Independent directors meet without management, led by the Lead Independent Director, at each regular meeting; committees hold regular executive sessions .
- Committee assignments in fiscal 2025:
- Governance Committee: Chair; met 2 times
- Executive Committee: Member; met 0 times
- Lead Independent Director: Board leadership role
- Board refresh: Not nominated for re-election; Board will appoint a new Lead Independent Director and new Governance Committee chair upon his departure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $85,000 | Standard non-employee director retainer |
| Committee member retainers (cash) | Governance: $10,000 | Committee chair also receives chair retainer |
| Committee chair retainer (cash) | Governance Chair: $15,000 | Chair receives both chair and member retainers |
| Fiscal 2025 cash actually earned | $89,507 | Pro-rated given appointment timing; shown in Director Compensation Table |
| RSU annual value | Lead Independent Director: $280,000 | Fiscal 2025 RSUs pro-rated post-separation; number calculated using average closing price over first five full trading sessions post-separation |
| RSUs granted (FY25) | 4,840 units | Grant date fair value $243,500; vests 100% on Nov 17, 2025, subject to service |
| FY25 total director compensation | $333,007 | Cash plus stock grant-date fair value |
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned director equity or options disclosed. RSUs vest fully on Nov 17, 2025 for FY25 grants; dividend equivalents payable only upon vesting .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Governance Notes |
|---|---|---|---|
| Western Digital Corporation | Public | Served on WDC board during spin-off; WDC retained 7,513,019 SNDK shares (5.1%) and entered TSA, tax, IP and trademark agreements; WDC agreed to vote retained shares in proportion to other stockholders and has registration rights |
Expertise & Qualifications
- Governance leadership through separation and spin-off; chaired governance, succession, board evaluations; served as Lead Independent Director ensuring independent oversight and shareholder engagement .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial ownership (as of Sep 5, 2025) | 12,474 shares | Held via family trust and IRA |
| Shares outstanding (for % calc) | 146,404,554 | Outstanding as of Sep 5, 2025 |
| Ownership % of outstanding | ~0.0085% | 12,474 / 146,404,554 |
| Unvested RSUs (as of Jun 27, 2025) | 4,840 | Fiscal 2025 director RSUs vest Nov 17, 2025 |
| Director stock ownership guideline | $375,000 min “qualifying shares” | Directors prohibited from selling unless guideline met; all current non-employee directors comply |
| Hedging/pledging policy | Prohibited | Anti-hedging and anti-pledging policies in place |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with clearly defined responsibilities; strong engagement practices; 100% average attendance; robust anti-hedging/anti-pledging and clawback policies; director ownership guidelines compliance .
- Compensation alignment: Balanced cash retainer and equity RSUs; RSUs vest annually and align director incentives with shareholder value; no meeting fees; pro-rated awards consistent with post-separation timing .
- Potential conflicts and mitigants:
- Interlock: Served on WDC’s board during separation while WDC retained ~5.1% of SNDK and entered multiple post-separation agreements. Mitigants include proportional voting proxy on WDC’s retained shares and Board’s independence determinations; related person transactions reviewed under policy and overseen by Audit Committee .
- Red flags:
- None disclosed specific to Massengill (no related-party transactions, no hedging/pledging, no options repricing; no compensation committee interlocks) .