Necip Sayiner
Director at SNDK
Board
About Necip Sayiner
Necip Sayiner, 60, is an independent director of Sandisk (SNDK) since February 2025. A veteran semiconductor executive, he previously led Silicon Laboratories and Intersil as President & CEO, and served as executive vice president/general manager at Renesas; he also chaired the Semiconductor Industry Association in 2015–2016 and was vice chair in 2014–2015 . He is affirmatively determined independent under Nasdaq rules and the Board reported strong engagement and 100% average attendance at fiscal 2025 Board and committee meetings; each director met the 75% attendance minimum despite only ~4 months as a standalone company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renesas Electronics Corporation | EVP & GM; President, Renesas Electronics America | 2017–2019 | Global operations leadership in semiconductor solutions |
| Intersil Corporation | President & CEO | 2013–2017 | Led power management/precision analog franchise |
| Silicon Laboratories Inc. | President & CEO | 2005–2012 | Grew fabless semiconductor business |
| Semiconductor Industry Association | Chairman; Vice Chairman | 2015–2016; 2014–2015 | Industry policy leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rambus, Inc. | Director | Current | Memory IP/business model exposure |
| Axcelis Technologies, Inc. | Director | Current | Semiconductor equipment exposure |
| Teradyne, Inc. | Director | Current | Test equipment exposure |
| Power Integrations, Inc. | Director | Past five years | Prior public board service |
Board Governance
- Committee assignments: Compensation and Talent Committee (member); Governance Committee (member). Chairs currently: Compensation and Talent—Ellyn J. Shook; Governance—Matthew E. Massengill (transition planned to new chair and third member post-2025 AGM) .
- Independence and attendance: Board affirmed non-employee directors (including Sayiner) are independent; average attendance at fiscal 2025 Board/committee meetings was 100% (Board met three times; Audit 4; Compensation and Talent 3; Governance 2) .
- Board leadership: CEO also serves as Chair; Lead Independent Director in place with defined authorities; executive sessions of independent directors occur at each regular meeting .
- Overboarding and conflicts: Policy caps total public boards at 5 (including SNDK) for directors; Sayiner holds 4 (SNDK, Rambus, Axcelis, Teradyne), in compliance. Governance Committee reviews outside directorships for conflicts/time commitments annually .
- Compensation Committee analysis: Members—Ellyn J. Shook (Chair), Thomas Caulfield, Necip Sayiner; independent consultant Pay Governance engaged, with no conflicts; no compensation committee interlocks disclosed .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 85,000 | Paid in lump sum after annual meeting; no per-meeting fees |
| Compensation & Talent Committee member retainer | 12,500 | Additional to Board retainer |
| Governance Committee member retainer | 10,000 | Additional to Board retainer |
| Committee chair fees | N/A | Not a chair |
| Fiscal 2025 cash fees received | 107,500 | Sum consistent with Board + committee membership |
Performance Compensation
| Equity Award Type | Grant Date | Number of RSUs | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Non-employee director RSUs (pro-rated for initial year) | Shortly after Separation (2025) | 3,771 | 189,719 | 100% on Nov 17, 2025, subject to service |
No stock options were granted to non-employee directors; directors may defer up to 80% of cash compensation and RSUs beyond vest date under the Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Potential Relationship to SNDK | Conflict Controls |
|---|---|---|
| Rambus, Axcelis, Teradyne | Adjacent memory/IP and semi-cap/test ecosystems; no related-party transactions disclosed involving Sayiner in SNDK proxy | Governance Committee reviews outside boards; Audit Committee oversees related person transactions policy and approvals |
Expertise & Qualifications
- Semiconductor leadership: Former CEO at Silicon Labs and Intersil; senior executive at Renesas; deep data infrastructure, R&D, strategic transformation expertise .
- Industry leadership: SIA chair/vice chair; trusted with investor transparency and talent development .
- Governance: Service on compensation and governance committees aligns with human capital and strategic oversight priorities .
Equity Ownership
| Metric | Value | Date/Source |
|---|---|---|
| Beneficial ownership (common shares) | 0 | As of Sept 5, 2025 |
| Ownership % of outstanding shares | 0.0% | As of Sept 5, 2025 (146,404,554 outstanding) |
| Unvested RSUs (director award) | 3,771 | As of Jun 27, 2025 |
| Deferred stock units held | None for directors as of 9/5/2025 | Footnote (deferred stock units deemed outstanding for holder; none for directors) |
| Director ownership guideline | Must hold “qualifying shares” valued ≥$375,000; all current non-employee directors comply | Stock counts RSUs, deferred units, and certain beneficial holdings; options excluded |
| Hedging/pledging policy | Prohibited for directors; robust insider trading controls in place | Anti-hedging/anti-pledging; Insider Trading Policy adopted |
Note: The beneficial ownership table counts only RSUs vesting within 60 days of Sept 5, 2025, which may differ from “qualifying shares” under ownership guidelines that include RSUs and deferred stock units; the proxy states all directors comply with guidelines .
Governance Assessment
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Strengths
- Independent director with deep semiconductor operating experience; dual membership on Compensation & Talent and Governance Committees supports oversight of pay design, succession, and board refreshment .
- Strong engagement and attendance; 100% average Board/committee attendance reported for fiscal 2025 period; executive sessions structure and Lead Independent Director framework enhance independent oversight .
- Compensation governance is robust: independent consultant (Pay Governance), clawback policy aligned to Rule 10D-1, anti-hedging/anti-pledging, double-trigger CIC severance (management plans) and no tax gross-ups; no compensation committee interlocks .
-
Watch items
- Multiple concurrent public boards (Rambus, Axcelis, Teradyne) raise time-commitment considerations; currently within SNDK’s overboarding limits and subject to annual Governance Committee review for conflicts/commitments .
- Alignment optics: reported zero beneficial ownership as of Sept 5, 2025 while holding unvested RSUs; proxy affirms guideline compliance, but investors may monitor transition of RSUs into owned shares post-vesting for clearer “skin-in-the-game” signaling .
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RED FLAGS
- No related-party transactions disclosed involving Sayiner; no hedging/pledging; no meeting-fee gaming; no director option repricing; no committee interlocks—no governance red flags identified in the proxy .