Exhibit 24
POWER OF ATTORNEY
Know all bythesepresents, that the undersigned hereby constitutes andappointseach of Ajay Shah, Jack Pacheco and Bruce Goldberg asthe undersigned'strueandlawfulattorneys-in-fact to:
(1) executefor and onbehalfof theundersigned,inthe undersigned'scapacity as a reporting person pursuant to Section16of the Securities Exchange Act of 1934,asamended (the"ExchangeAct"),and the rules thereunder of SMART Global Holdings, Inc. (the"Company"),Forms 3, 4and5inaccordance with Section16(a)of the Exchange Act;
(2) do and performany andall acts for and on behalf of theundersignedwhich may be necessary or desirable to complete andexecuteanysuchForm 3, 4 or 5 and timely file such form with the United States Securities and ExchangeCommissionandstockexchange orsimilarauthority; and
(3) take any other action of any type whatsoever in connection withtheforegoing which,inthe opinionof anyofsuchattorneys-in-fact,may be of benefitto,inthebestinterestof,orlegallyrequired by, theundersigned,it being understood that the documents executedbyany ofsuchattorneys-in-fact on behalf of theundersignedpursuant to thisPowerof Attorneyshallbeinsuch form and shall containsuchterms and conditions as any of suchattorneys-in-factmay approve inthediscretion of any of such attorneys-in-fact.
The undersigned hereby grants to eachsuchattorney-in-fact full power and authority to do and perform any and every act and thing whatsoeverrequisite,necessary, or proper to be doneintheexerciseof any oftherights andpowersherein granted, as fully toallintentsandpurposesastheundersignedmightor could doifpersonally present,withfull power ofsubstitutionor revocation, hereby ratifying and confirming all that any of suchattorneys-in-fact,or the substitute orsubstitutes ofany of such attorneys-in-fact,shall lawfullydo or causetobe donebyvirtue of thisPowerof Attorney and the rights and powers herein granted. Theundersignedacknowledges that the foregoing attorneys-in-fact,inservingin such capacity at the requestoftheundersigned,arenot assuming, nor istheCompany assuming, any of the undersigned's responsibilities to comply withSection 16of the Exchange Act.
This Power of Attorneyshallremain in full force andeffectuntil the undersignedisnolonger requiredto fileForms3, 4 and 5 with respectto the undersigned' sholdingsof and transactionsinsecuritiesissuedby theCompany,unless earlier revoked bythe undersignedin a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, theundersignedhas causedthisPower of Attorney to be executed as of this1stday of October, 2018.
| Signature: | /s/ Thomas Coull | |
| Print Name: ThomasCoull | |
