GlobalFoundries Board Composition and Governance

Confidence legend: ✓ verified-primary (20-F Item 6, GF press release, SEC filing) · ◐ partial / aggregator · ⚠ inferred / estimate.

This page documents GlobalFoundries’ board composition, committee structure, director independence, and the related-party-governance posture driven by Mubadala’s majority ownership. GFS’s filing-regime status is unique among the three companies on this site: it is a Cayman Islands-incorporated foreign private issuer that files an annual Form 20-F but, post-HFIAA, is subject to Section 16(a) Form 4 insider-transaction reporting from 2026-03-18 forward. This combination produces material differences from both POET (still pure FPI; Form 4 also newly applicable post-HFIAA but filing cadence has yet to start) and LWLG (Delaware domestic; full DEF 14A + Form 4 always applied).

The board’s most important governance-level fact: GFS invokes the Nasdaq Rule 5615 controlled-company exemption because Mubadala-affiliated entities collectively hold a majority of voting power. Under this exemption GFS is not required to maintain a majority-independent board, an independent compensation committee, or an independent nominating committee. The board can — and does — include multiple Mubadala-affiliated directors as a function of the control structure.

1. Board Composition (as of 2026-04-29)

GFS’s board has twelve directors as listed on the official site. ✓ GF — Board of Directors

Director	Role / Affiliation	Notes
Dr. Thomas Caulfield	Executive Chairman	Former CEO 2018-04-28 → 2025-04-28; named Executive Chairman effective 2025-04-28 succeeding Ahmed Yahia
Tim Breen	Director, CEO	Joined GF 2018 from Mubadala; CEO since 2025-04-28; not independent (executive officer)
David Kerko	Lead Independent Director	Independent
Marc Antaki	Director	Mubadala-affiliated ⚠ (confirm independence designation in next 20-F)
Glenda Dorchak	Director	Independent ⚠
Martin L. Edelman	Director	Independent ⚠
Samer Halawa	Director	Mubadala-affiliated ⚠
Camilla Languille	Director	Mubadala-affiliated ⚠
Jack Lazar	Director	Independent ⚠
Ganesh Moorthy	Director	Independent ⚠ — former Microchip Technology CEO
Elissa Murphy	Director	Independent ⚠
Carlos Obeid	Director	Mubadala-affiliated ⚠ — long-time CFO of Mubadala Investment Company
Dr. Bobby Yerramilli-Rao	Director	Mubadala-affiliated ⚠

Independence designations marked ⚠ are inferred from prior public-disclosure context (Mubadala bios, prior Form-4-filer status, public LinkedIn / Bloomberg roles) but require direct verification against the 20-F Item 6.C in the next refresh. The user-facing claim “majority-independent board” is NOT being made until the 20-F is read directly.

Lead Independent Director — David Kerko

The board has named David Kerko as Lead Independent Director. The role facilitates board functioning, presides over private sessions of independent directors, and conveys the results of those sessions to the chair (Caulfield). ⚠ confirm role-description in the 20-F.

Chairman — Executive Chairman model

GFS uses an Executive Chairman / separate-CEO governance model post-2025-04-28. Caulfield’s stated focus as Executive Chairman is “strategic partnerships with industry, academia, and government” — i.e., CHIPS Act execution, the AMF Singapore integration, and strategic policy engagement on US semiconductor competitiveness. Caulfield’s prior role as CEO from 2018-04-28 gives him deep operating context to support Breen.

The Executive Chairman model is meaningfully different from the Lead-Independent-Director-with-Combined-Chair-CEO model that POET uses (Venkatesan is both Chair and CEO with Malinge as Lead Independent). For GFS, the practical effect is that strategic-partnership outreach and board chairmanship are still tied to Caulfield, while day-to-day operating responsibility transfers to Breen. The investor-facing risk is dual-principal coordination friction if Caulfield and Breen disagree on strategy direction; the mitigant is the long Breen-Caulfield working relationship (Breen on the board since 2018, COO since 2023).

2. Controlled-Company Exemption (Nasdaq Rule 5615)

Because Mubadala-affiliated entities hold more than 50% of GFS’s voting power, GFS qualifies as a “controlled company” under Nasdaq Listing Rule 5615(c). The exemption permits GFS to:

NOT have a majority-independent board.
NOT have an independent compensation committee.
NOT have an independent nominating / corporate-governance committee.

GFS does still maintain an Audit Committee comprised of independent directors (this is required by SEC Rule 10A-3, which the controlled-company exemption does not override). ⚠ confirm membership in 20-F Item 6.C.

The most important investor-facing consequence: a meaningful slice of GFS’s board reflects Mubadala’s economic and strategic interest, not the public minority’s interest. This is structurally similar to other recent UAE-controlled US-listed issuers and to companies like Snap Inc. (founder dual-class control); the consequence is that public minority shareholders have limited mechanisms to drive board-composition change while the majority bloc holds together.

When Mubadala’s stake declines below 50% (a possible inflection if future secondary-offering cadence continues at the 2024 + 2026 pace), the controlled-company exemption falls away and GFS becomes subject to standard Nasdaq independence rules. Each Mubadala secondary offering moves the company closer to that threshold and is therefore a governance-transition catalyst, not just a free-float / liquidity catalyst.

3. Recent Governance Changes (2025–2026)

2025-04-28 — Chairman + CEO transition

Ahmed Yahia steps down as Chairman after 11 years.
Tom Caulfield transitions from CEO → Executive Chairman.
Tim Breen transitions from COO → CEO.
Niels Anderskouv transitions from Chief Business Officer → President & COO.

✓ GF press release — Leadership Transition (2025-02-05)

The transition was announced 2025-02-05 with 12 weeks of lead time before the effective date — a notably orderly process compared to abrupt CEO departures. Yahia’s departure after 11 years is a meaningful refresh of the Mubadala-aligned director bench at the chairmanship level.

2025-10-27 — CFO departure

John Hollister departs as CFO (“personal reasons, effective immediately”) after less than two years in the role. Sam Franklin (SVP Business Finance, Operations & IR) appointed Interim CFO. ◐ Investing.com — GF CFO Hollister departs

The “effective immediately, personal reasons” framing is a material governance signal — orderly CFO transitions typically include a multi-month overlap period for SOX-404, audit-committee handoff, and earnings-cycle continuity. The Q3 2025 earnings call (held shortly after) reaffirmed financial guidance, suggesting no underlying accounting / control issue. ⚠ inferred. The Q3 2025 6-K filing should be re-read to confirm there was no internal-controls disclosure flagged.

2025-12 (mid-month) — Permanent CFO appointment

Sam Franklin confirmed as permanent CFO. Prior career: 2022 onward at GFS in senior finance roles; pre-GF positions at Mubadala Investment Company, MUFG Bank, Barclays. ◐ StartupNews — GF names Sam Franklin as CFO

The Mubadala-alumni provenance of Franklin is notable: it deepens the operating-management overlap with the Mubadala shareholder bloc. Breen (CEO) was at Mubadala. Franklin (CFO) was at Mubadala. This is consistent with the Mubadala-control corporate identity and is not, by itself, a governance red flag — but it does increase concentration of UAE-sovereign-wealth-fund career experience in the C-suite.

2026-02-11 — Anderskouv resignation

Niels Anderskouv announces resignation as President & COO effective 2026-03-02 (“to pursue another professional opportunity”). The 6-K filing language explicitly states: “the decision is not due to any dispute or disagreement regarding [the company’s] operations or policies.” ✓ GFS 6-K — Anderskouv resignation

Following Anderskouv’s departure, Tim Breen and other members of the executive leadership team absorb the President / COO responsibilities — i.e., no immediate succession appointment. This is a relevant operating-bandwidth signal: less than 12 months after Breen’s CEO appointment, he is operating without a #2 operating-leader.

The cumulative C-suite turnover since the 2025-02-05 transition announcement: Caulfield → Executive Chair, Breen → CEO, Hollister out → Franklin in, Anderskouv out → vacancy in ~13 months. This is significant change at the operating-leader layer and warrants close monitoring of execution metrics in the 2026-Q2 earnings cycle. ⚠ analyst observation.

4. Board Committees

GFS’s board operates with the standard Audit / Compensation / Nominating committee structure required by Nasdaq for a domestic issuer; under the controlled-company exemption only the Audit Committee is required to maintain full independence (per SEC Rule 10A-3). Specific committee membership and chair designations live in Form 20-F Item 6.C and require direct verification.

Audit Committee

Required to be independent (SEC Rule 10A-3 — not waivable under the controlled-company exemption).
Audit committee financial expert: ⚠ identity confirm in 20-F.
External auditor: ⚠ confirm in 20-F (likely PwC or KPMG given firm size; verify directly).
Responsibilities: review of financial reporting, internal controls, and external auditor performance; pre-approval of non-audit services; oversight of related-party-transaction disclosures (especially the Mubadala-affiliated agreements).

Compensation Committee

NOT required to be independent under the controlled-company exemption.
Responsibilities: executive-officer compensation recommendations; equity-incentive program oversight; CEO / Executive-Chair pay packages.
2026 area of focus (inferred): the new CFO compensation package (Franklin) and the post-Anderskouv President / COO compensation arrangements as operating responsibilities are absorbed across the leadership team.

Nominating / Corporate-Governance Committee

NOT required to be independent under the controlled-company exemption.
Responsibilities: director-nomination process; board-composition standards; corporate-governance practices; recommendations on director-independence determinations.

⚠ Specific committee chairs and members require direct extraction from the FY2024 20-F (filed 2025-03-20, accession 0001709048-25-000024). To be backfilled in the next KB refresh.

Mubadala’s majority-ownership stake creates a continuous related-party-transaction surface. The key categories:

Long-term wafer-supply / services agreements

⚠ The original IPO F-1 prospectus (filed 2021-10-04) disclosed multiple Mubadala-affiliated long-term agreements; specific commercial terms (volume commitments, pricing, exclusivity carve-outs) require direct re-extraction from the F-1 + 20-F Item 7.B “Related-Party Transactions.” Backfill in next refresh.

Registration rights

The Mubadala-affiliated holders hold registration rights under a Registration Rights Agreement entered into at the IPO. These rights enable the May 2024 secondary offering and the March 2026 secondary offering — Mubadala can require GF to register its remaining shares for sale under the standard demand / piggyback registration framework typical of post-IPO sponsor lock-up agreements. ⚠ confirm exact terms in F-1 / 20-F.

Lock-up arrangements

The IPO-era lock-up agreements have expired. Subsequent secondary offerings (May 2024, March 2026) are typically accompanied by short-term lock-ups on directors and officers for 30–90 days post-offering closing. The April 2026 Form 4 filings (Saam Azar 2026-04-23 sale at $59.66, Mike Hogan 2026-03-18 sale at $43.25) are consistent with lock-up expiration on the March-2026 secondary; they were executed under pre-arranged Rule 10b5-1 trading plans. ◐ stocktitan.net — Form 4 listing

Director-affiliate compensation

Directors who are Mubadala employees (Antaki, Halawa, Languille, Obeid, Yerramilli-Rao — ⚠ confirm full list from 20-F) typically waive director cash compensation because their service is considered part of their primary employment with Mubadala. ⚠ pattern from prior UAE-sovereign-fund-controlled US issuers; confirm in GFS 20-F Item 6.B.

6. Foreign-Private-Issuer Status and HFIAA

Pre-2026-03-18 (FPI carve-outs in effect)

Under Cayman incorporation + FPI status, GFS historically received the standard FPI accommodations:

No DEF 14A proxy statement — equivalent disclosures in 20-F Item 6 + Cayman-law-required AGM notices.
No quarterly Form 10-Q — interim quarterly results delivered via Form 6-K.
Section 16 / Form 4 carve-out — officers / directors / 10%+ holders not required to file Form 3 (initial), Form 4 (changes), or Form 5 (annual).

The Mubadala-affiliated 13D / 13G filings still applied because Schedule 13D / 13G is a beneficial-owner filing under Section 13(d), not Section 16(a).

Post-2026-03-18 (HFIAA in force)

The Holding Foreign Insiders Accountable Act (HFIAA) signed 2025-12-18 ends the FPI carve-out from Section 16(a). Effective 2026-03-18, all officers / directors / 10%+ holders of FPIs (including GFS) must:

File Form 3 (initial holdings) within 90 calendar days = by 2026-06-16.
File Form 4 (changes in beneficial ownership) within 2 business days of any transaction.
File Form 5 (year-end deferred / exempt transactions) within 45 days of fiscal year-end.

✓ Harvard CorpGov — Section 16(a) FPI Exemption Ends (2026-01-18)

The GFS Form 4 filings already starting in March/April 2026 (Hogan 2026-03-18, Azar 2026-04-23) confirm the company is operating under the new regime. This is one of the most consequential disclosure-regime changes in the US public-equity market in a decade for FPI issuers — and it materially improves the analyst-grade visibility into GFS executive-trading patterns going forward. The site’s daily-refresh pipeline now captures these Form 4 events for GFS just as it does for LWLG.

7. Cayman-Law Shareholder Voting Mechanics

GFS is a Cayman Islands exempted company. Shareholder rights / voting mechanics are governed by Cayman company law (the Companies Act, 2023 Revision) and the company’s Articles of Association.

Quorum

⚠ Confirm in Articles of Association — typically holders of a majority of voting shares present in person or by proxy.

Director election

⚠ Confirm in Articles — typically directors elected by ordinary resolution (simple majority of votes cast).

Special resolutions / fundamental changes

Under Cayman law, special-resolution matters (changes to Memorandum & Articles, mergers, voluntary winding-up) typically require 66.67% supermajority of votes cast. ⚠ confirm in Articles of Association.

Practical implication

With Mubadala holding >50% of voting power, all ordinary-resolution matters pass at Mubadala’s discretion. Special-resolution matters (66.67% threshold) require Mubadala plus an additional 16+ percentage points of shareholder support — at Mubadala’s current 77.05% stake, special-resolution matters also pass at Mubadala’s discretion alone. The public minority has effectively zero ability to block ordinary matters and only theoretical ability to block special-resolution matters once Mubadala drops below 33.33%. ⚠ inferred mechanic.

Cross-section pointers

./leadership — Senior management / officer bench (governance covers directors; leadership covers officers).
./mubadala_control_structure — Detailed Mubadala-affiliate-entity architecture, secondary-offering history, and registration-rights mechanics.
./timeline — Every governance event above resolves to a dated timeline row.
overview — Compensation expense and related-party-transaction line items feed back to the Item 6 / Item 7.B disclosures cited above.
overview — Form 4 (post-2026-03-18) insider-transaction tracking; Schedule 13G/13F institutional-holder feed.
overview — primary-source registry; every claim above resolves there.