Richard B. Cassidy II
Director at SNDK
Board
About Richard B. Cassidy II
Age 74. Independent director at Sandisk (SNDK) since February 2025; member of the Audit Committee and designated as an “audit committee financial expert.” Former Chairman and CEO of TSMC Arizona and senior executive at TSMC Ltd., with 45+ years of semiconductor leadership. Current outside roles include director at Microchip Technology Inc. and board member of the Global Semiconductor Alliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TSMC Arizona | Chairman, CEO, former President | Jan 2020 – Jul 2025 | Led advanced fab operations; executive oversight of manufacturing and strategy |
| TSMC Ltd. | SVP | 2019 – Jul 2025 | Senior leadership in global semis |
| TSMC North America | President & CEO | 2004 – 2018 | North America operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microchip Technology Inc. | Director | Current | Public company directorship |
| Global Semiconductor Alliance | Board Member | Current | Industry association leadership |
Board Governance
- Independence: Board determined Cassidy is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; the committee met 4 times in FY2025; the Board has determined all Audit members are “audit committee financial experts” .
- Attendance: Each director attended ≥75% of Board/committee meetings; average attendance was 100% across Board, Audit, Compensation & Talent, and Governance committees in FY2025 .
- Tenure: Director since February 2025 .
- Board leadership: Chair & CEO combined; Lead Independent Director currently Matthew Massengill (not standing for re‑election). Board intends to appoint a new Lead Independent Director, as well as new Audit and Governance Committee chairs post‑meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; Audit/other committee executive sessions also held .
Fixed Compensation (Director)
| Component | 2025 Program | Cassidy 2025 Actual |
|---|---|---|
| Annual cash retainer | $85,000 | Included in total below |
| Audit Committee member fee | $15,000 | Included in total below |
| Total cash fees paid (FY2025) | — | $100,000 |
Notes: No per‑meeting fees; fees paid pro‑rata from appointment to the next annual meeting where applicable .
Performance Compensation (Director Equity)
| Grant Type | Grant Date/Method | Grant Value or Shares | Vesting | Cassidy 2025 Detail |
|---|---|---|---|---|
| Annual RSU (Non‑employee directors) | FY2025 initial post‑separation awards; calculated using average closing price of first 5 trading days post‑separation; typically $240,000 ($280,000 for Lead Independent Director), pro‑rated as applicable | Program target: $240,000 (non‑LID) | 100% on Nov 17, 2025 (immediately prior to the annual meeting) | Awarded 3,771 RSUs; grant date fair value $189,719; vest 100% on Nov 17, 2025 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Microchip Technology Inc. | Director | None disclosed by SNDK. No compensation committee interlocks identified at SNDK in FY2025 (committee interlocks section) . |
Expertise & Qualifications
- Audit/financial expertise: Designated “audit committee financial expert” by the Board .
- Semiconductor leadership: 45+ years across manufacturing, operations, strategy (TSMC/TSMC Arizona) .
- Industry engagement: Board member, Global Semiconductor Alliance .
Equity Ownership
| Measure | Status/Amount | Source/Date |
|---|---|---|
| Beneficial ownership at record date | “—” (no shares shown as beneficially owned; RSUs vesting >60 days from 9/5/25 are excluded) | 9/5/2025 beneficial ownership table |
| Form 4 update post‑vesting | 4,914 common shares owned after transactions; 1,143 shares acquired via award on 11/18/2025 | SEC Form 4: 11/19/2025 filing; link: https://www.sec.gov/Archives/edgar/data/2023554/000136324925000113/0001363249-25-000113-index.htm |
| Shares pledged as collateral | Prohibited by insider trading policy (anti‑pledging) | Policy disclosure |
| Hedging policy | Hedging prohibited for directors | Policy disclosure |
| Director ownership guideline | Requires ≥$375,000 in “qualifying shares” (includes common, RSUs, DSUs) | Guideline |
| Compliance with guideline | All current non‑employee directors comply | Compliance statement |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-11-19 | 2025-11-18 | A (Award) | 1,143 | $0.00 | 4,914 | https://www.sec.gov/Archives/edgar/data/2023554/000136324925000113/0001363249-25-000113-index.htm |
Governance Assessment
-
Positives
- Independent director with deep semiconductor operating experience and financial literacy; designated audit committee financial expert—supports robust financial reporting and ERM oversight through the Audit Committee .
- Strong engagement: Board reports full‑committee 100% attendance averages and each director ≥75% attendance in FY2025; independent executive sessions held regularly .
- Alignment: Director equity paid in RSUs with one‑year vesting; stock ownership guidelines in place and met; anti‑hedging/anti‑pledging policies reduce misalignment risks .
-
Watch items
- Committee leadership transition: Audit and Governance Committee chairs (and Lead Independent Director) changing after the 2025 annual meeting; monitoring continuity and workload during refresh is prudent .
- Company‑level related‑party context: SNDK maintains multiple separation‑related agreements with Western Digital and extensive joint venture dependencies with Kioxia; while no Cassidy‑specific related‑party exposure is disclosed, these structural relationships remain areas of board oversight via Audit/Governance committees .
No related‑person transactions involving Cassidy are disclosed; the only related‑person item identified in the proxy concerns the CFO’s child’s employment (under $250,000), reviewed under the Related Person Transaction Policy .