Miyuki Suzuki
Director at SNDK
Board
About Miyuki Suzuki
Miyuki Suzuki, 65, has served as an independent director of Sandisk Corporation (SNDK) since January 2025. She is a seasoned operator with deep Asia-Pacific leadership experience, having led Cisco’s Asia Pacific, Japan and China businesses and previously served as CEO of Jetstar Japan, with a governance portfolio that includes current directorships at Twilio Inc. and Mitsubishi UFJ Financial Group, Inc. (MUFG) . The Board has affirmatively determined Ms. Suzuki is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | President, Asia Pacific, Japan and China | 2018–Feb 2021 | Led Cisco APJC operations; brings insight relevant to SNDK’s JV with Kioxia |
| Cisco Systems, Inc. | President & GM, Japan | 2015–2018 | Country leadership, technology and operations expertise |
| Jetstar Japan | President & CEO | 2011–2015 | Operational and leadership experience in Japan |
| KVH (now Colt Technology Services Co., Ltd.) | President & Vice Chairman | 2007–2011 | Digital infrastructure leadership |
| Lexis Nexis Group Asia Pacific | President & CEO | 2004–2006 | Regional general management |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Twilio Inc. | Director | Current | Public company board governance experience |
| MUFG, Inc. | Director | Current | Public company board governance experience; large Japan-based bank |
| Western Digital Corporation | Director | Past five years | Pre-spin experience; not continuing |
| Jera Co., Inc. (Private) | Director | Past | Japan-focused private board experience |
| MetLife Japan (Private) | Director | Past | Japan-focused private board experience |
Board Governance
| Item | Detail |
|---|---|
| Committee Assignments | Governance Committee member (not Chair) |
| Chair Roles | None disclosed |
| Independence | Board affirmatively determined independent (Nasdaq standards) |
| Attendance | Each director attended ≥75% of Board/committee meetings; average attendance 100% across Board, Audit, Compensation & Talent, Governance in FY2025 (partial year) |
| Executive Sessions | Independent directors meet in executive session at each regular Board meeting, led by Lead Independent Director |
| Lead Independent Director | Matthew Massengill (to end prior to 2025 AGM); Board intends to appoint a new LID post-AGM |
| Overboarding Policy | Directors limited to ≤5 public boards (incl. SNDK); all incumbent directors in compliance |
Fixed Compensation
| Component | FY2025 Program Terms | Miyuki Suzuki FY2025 Actual |
|---|---|---|
| Annual Cash Retainer | $85,000 | $77,301 fees earned (pro-rated post-separation) |
| Committee Member Retainer (Governance) | $10,000 | Included in cash fees (pro-rated) |
| Committee Chair Retainer (Governance) | $15,000 (if Chair) | Not applicable (not Chair) |
| Meeting Fees | None; expense reimbursement only | None disclosed |
Performance Compensation
| Equity Vehicle | Grant Value/Units | Grant Mechanics | Vesting |
|---|---|---|---|
| Director RSUs (annual grant) | $240,000 grant value; 4,148 RSUs (pro-rated) | Initial grants post-separation; units based on average closing price over first five trading sessions after separation | 100% vests on Nov 17, 2025, subject to service |
Notes: No director stock options or PSUs are disclosed for non-employee directors; SNDK states it does not currently grant stock options to employees, and director equity is RSU-based .
Other Directorships & Interlocks
| Relationship Type | Detail | Assessment |
|---|---|---|
| Customer/Supplier Interlocks | None disclosed involving Ms. Suzuki | No related-party exposure identified |
| Financial Relationships | MUFG board seat (global bank); SNDK related-party transactions section does not disclose banking ties via Ms. Suzuki | Monitor for future credit facilities; no conflicts disclosed |
| Spin-off/Legacy | Prior WDC board service | No ongoing WDC interlock post-AGM; WDC retains ~5.1% and votes proportionally per SRRA, not via board influence |
Expertise & Qualifications
- Technology and telecommunications leadership; deep APJC operational experience aligned with SNDK’s JV with Kioxia .
- Public company governance experience at Twilio and MUFG; private board experience in Japan enhances cross-border oversight .
- Board deemed highly qualified and engaged; skills mix across global operations, technology/innovation, risk management, and human capital .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Sept 5, 2025) | 4,800 shares; <1% of class | SNDK outstanding shares: 146,404,554; director RSUs vesting within 60 days included as applicable |
| Unvested RSUs (June 27, 2025) | 9,841 units | Includes converted WDC RSUs post-separation |
| Deferred Stock Units | None | No DSUs held as of June 27, 2025 |
| Pledged/Hedged Shares | Prohibited for directors under insider trading and anti-hedging/anti-pledging policies | |
| Ownership Guidelines | Minimum $375,000 “qualifying shares”; all current non-employee directors comply |
Governance Assessment
- Alignment: Independent status, full engagement (≥75% attendance; 100% average), RSU-based director equity with ownership guidelines ($375k minimum), and anti-hedging/anti-pledging policies support investor alignment .
- Committee Effectiveness: Governance Committee remit includes board composition, evaluations, corporate responsibility/sustainability oversight, and political/lobbying oversight—areas material to long-term risk and reputation .
- Compensation Structure: Director pay mix balanced—cash retainer plus time-based RSUs; pro-ration reflects mid-year appointment; no meeting fees or options; RSUs vest pre-AGM for clear, time-bound alignment .
- Other Boards/Overboarding: Currently within policy limits (≤5 public boards); ongoing monitoring appropriate given two external public boards (Twilio, MUFG) plus SNDK .
- Conflicts/Related Parties: No related-party transactions disclosed involving Ms. Suzuki; primary related-person disclosure concerns CFO’s family employment, not directors .
- RED FLAGS: None disclosed specific to Ms. Suzuki (no hedging/pledging, no related-party transactions, attendance strong). Watch for potential perceived conflicts if MUFG enters into material credit agreements with SNDK in future (none disclosed to date) .