Thomas Caulfield
Director at SNDK
Board
About Thomas Caulfield
Thomas Caulfield (age 66) is an independent director of Sandisk (SNDK) and has served on the Board since January 2025. He is the former CEO of GlobalFoundries (2018–April 2025) and currently serves as Executive Chair of the Board at GlobalFoundries (since April 2025), bringing deep semiconductor operating and manufacturing expertise to Sandisk’s boardroom . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlobalFoundries Inc. | Executive Chair of the Board | Apr 2025–present | Public company board leadership; semiconductor manufacturing oversight |
| GlobalFoundries Inc. | Chief Executive Officer | 2018–Apr 2025 | Led global foundry operations and strategy |
| GlobalFoundries Inc. (Fab 8) | SVP & GM, Fab 8 | 2014–2018 | Large-scale wafer fab leadership |
| Soraa, Inc. | President & COO | 2012–2014 | LED manufacturing operations |
| Caitin Inc. | Chief Executive Officer | 2010–2012 | Clean energy startup leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GlobalFoundries Inc. | Executive Chair (current public board) | Apr 2025–present | Current public directorship |
| Western Digital Corporation | Director (past five years) | Within past 5 years | Prior public directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent (Nasdaq definition) |
| Committee memberships | Compensation & Talent Committee (member) |
| Committee chair roles | None (Comp & Talent chaired by Ellyn J. Shook) |
| Executive Committee | Not a member |
| Audit Committee | Not a member |
| Governance Committee | Not a member |
| Attendance | Each director attended ≥75% of Board/committee meetings; average attendance was 100% for Board, Audit, Compensation & Talent, and Governance in FY2025 (partial-year post-separation) |
| Years of service | Director since January 2025 |
| Lead Independent Director | Not applicable (served by M. Massengill through the 2025 meeting; Board intends to appoint a new LID thereafter) |
Fixed Compensation (Director)
| Component | FY2025 Amount/Terms |
|---|---|
| Annual Board retainer | $85,000 (standard schedule; director cash fees paid pro rata after appointment) |
| Committee membership retainers | Audit $15,000; Compensation & Talent $12,500; Governance $10,000 (additional chair retainers: Audit $25,000; Comp & Talent $22,500; Governance $15,000) |
| FY2025 cash received (Caulfield) | $79,336 (pro rata for partial year) |
| FY2025 equity award (standard) | RSUs equal to $240,000 grant-date value (Lead Independent Director $280,000); FY2025 initial grants pro-rated post-separation |
| FY2025 equity award (Caulfield) | $208,686 grant-date fair value; 4,148 RSUs granted |
| Vesting (FY2025 director RSUs) | 100% vest on Nov 17, 2025 (immediately prior to first annual meeting after grant) |
Performance Compensation (Director)
- Instrument: Time-based RSUs; no performance-conditioned director equity disclosed (no director stock options/PSUs). FY2025 director RSUs vest 100% on Nov 17, 2025; Caulfield received 4,148 RSUs with $208,686 grant-date fair value .
- Deferred comp: Directors may defer up to 80% of cash retainers and defer settlement of RSUs; no deferred stock units were held by directors as of Sept 5, 2025 .
Other Directorships & Interlocks
- Current public boards: GlobalFoundries Inc. (Executive Chair) .
- Past five years: Western Digital Corporation (director) .
- Compensation & Talent Committee interlocks: None reported; the committee (of which Caulfield is a member) reported no interlocks or insider participation issues in FY2025 .
Expertise & Qualifications
- 30+ years in technology with direct leadership across R&D, supply chain, and sales; former CEO of a leading global foundry; current Executive Chair at GlobalFoundries .
- Brings semiconductor technical and business expertise to oversee innovation and capital-intensive manufacturing strategies relevant to NAND/SSD markets .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Sept 5, 2025) | 5,992 shares; <1% of outstanding |
| Unvested RSUs (June 27, 2025) | 9,841 RSUs (aggregate, including converted WDC awards post-separation) |
| Deferred stock units | None as of Sept 5, 2025 |
| Pledged/hedged shares | None disclosed; anti-hedging and anti-pledging policies apply to directors |
| Ownership guidelines | Directors must hold “qualifying shares” of at least $375,000; all current non-employee directors comply |
Governance Assessment
- Strengths: Independent director with deep semiconductor manufacturing and operating expertise aligned to Sandisk’s strategy; member of the Compensation & Talent Committee with transparent governance (independent advisor engaged; no interlocks) . Attendance and engagement were strong in FY2025; aggregate attendance across Board and committees was 100%, and each director met ≥75% threshold .
- Incentive alignment: Director pay mixes cash retainer with equity RSUs; Caulfield received $79,336 cash and $208,686 in RSUs (4,148 units) for FY2025, with RSUs vesting at the 2025 meeting, supporting alignment though awards are time-based (not performance-based) .
- Ownership/Policy safeguards: Beneficial ownership of 5,992 shares plus significant unvested RSUs; director stock ownership guidelines ($375,000) in place and compliant; robust anti-hedging/anti-pledging and clawback policies enhance alignment and risk oversight .
- Conflicts/related-party: No related-person transactions involving Caulfield disclosed; the proxy’s only “Other Related Party Transactions” note concerns a CFO family member; separation agreements with WDC disclosed but not director-specific .
- Watch items: Time-commitment and potential ecosystem overlap given concurrent Executive Chair role at GlobalFoundries; however, Sandisk’s overboarding policy is in force and all directors, including Caulfield, are in compliance .
Compensation committee process and independence: The committee (including Caulfield) engaged Pay Governance LLC as independent compensation consultant and found no conflicts of interest; committee responsibilities include clawback compliance, stock ownership guidelines, and CEO succession oversight, indicating mature governance practices .