DEF 14A of Sandisk Corp
Filed Oct 7, 2025 · FY20250001628280-25-044481
Bernard Shek
| Executive Compensation Tables and Narratives | 53 | | Fiscal 2025 Summary Compensation Table | 53 | | Fiscal 2025 Grants of Plan-Based Awards Table | 54 | | Description of Compensation Arrangements for Named Executive Officers | 55 | | Outstanding Equity Awards at Fiscal 2025 Year-End Table | 55 | | Fiscal 2025 Option Exercises and Stock Vested Table | 56 | | Potential Payments upon Termination or Change in Control | 57 | | Pay Versus Performance | 59 | | Say on Pay Frequency Proposal | 61 | | Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 61 | | Equity Compensation Plan Information | 62 | | Stock Ownership Information | 63 | | Audit Committee Matters | 65 | | Proposal 4: Ratification of Appointment of Our Independent Registered Public Accounting Firm | 65 | | Report of the Audit Committee | 66 | | Additional Information | 67 | | General Information About the Annual Meeting | 67 | | Virtual Annual Meeting | 67 | | Availability of Annual Report | 70 | | Communication with our Company | 70 | | Appendix A—Non-GAAP Financial Measures | A-1 |
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| | PG. 005 |
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PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement for more information about these topics prior to voting. Sandisk at a Glance We are a leading developer, manufacturer and provider of data storage devices and solutions based on NAND flash technology. With a differentiated innovation engine driving advancements in storage and semiconductor technologies, our broad and ever-expanding portfolio delivers powerful flash storage solutions for AI workloads in data centers, edge devices, and consumers. Our technologies enable everyone from students, gamers and home offices to the largest enterprises and public clouds to produce, analyze, and store data. Our solutions include a broad range of solid-state drives (“SSD”), embedded products, removable cards, universal serial bus drives and wafers and components. Our broad portfolio of technology and products addresses multiple use cases and end markets.
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| PG. 006 | 2025 PROXY STATEMENT | |
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Our Director Nominees
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| | | | | Richard B. Cassidy II, 74 Former Chairman and CEO, Taiwan Semiconductor Manufacturing Company (“TSMC”), Arizona. Director Since: 2025 Other Current Public Directorships: Microchip Technology Inc. Committee Membership: | Thomas Caulfield, 66 Former CEO, GlobalFoundries Inc. Director Since: 2025 Other Current Public Directorships: GlobalFoundries Inc. Committee Membership: | David V. Goeckeler, 63 CEO, Sandisk Corporation Director Since: 2025 Other Current Public Directorships: Automatic Data Processing, Inc. Committee Membership: |
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| | | | | Devinder Kumar, 70 Former CFO, Advanced Micro Devices, Inc. Director Since: 2025 Other Current Public Directorships: Ciena Corporation Committee Membership: | Necip Sayiner, 60 Former executive vice president and general manager, Renesas Electronics Corporation. Director Since: 2025 Other Current Public Directorships: Rambus, Inc., Axcelis Technologies, Inc., and Teradyne, Inc. Committee Membership: | Ellyn J. Shook, 62 Former chief leadership and human resources officer, Accenture plc Director Since: 2025 Other Current Public Directorships: The Baldwin Insurance Group, Inc. Committee Membership: |
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| | | Miyuki Suzuki, 65 Former president, Asia Pacific, Japan and China. Cisco Systems, Inc. Director Since: 2025 Other Current Public Directorships: Twilio Inc. and Mitsubishi UFJ Financial Group Inc. (“MUFG”). Committee Membership: |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board | | Independent |
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| | PROXY SUMMARY | PG. 007 |
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Board Nominee Highlights**
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| Independence | Gender | Age | | 86% Independent | 29% Women | 66 Years Average | | Independent Non-Independent | Women Men | 60-65 Years >65 Years |
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** The terms of service of current Board of Director members Kimberly E. Alexy and Matthew E. Massengill will end immediately prior to the 2025 annual meeting of stockholders. The Board intends to appoint a new Lead Independent Director, a third member and a new chair of the Audit Committee, and a third member and a new chair of the Governance Committee. Corporate Governance Highlights Our Board of Directors is committed to robust corporate governance practices that reflect integrity, accountability, and transparency. These practices are designed to support effective oversight and advance the long-term interests of our stockholders. Corporate Governance Best Practices We commit to regularly evaluate our corporate governance practices based on a consideration of prevailing best practices, our stakeholders’ feedback and interests, and the interests of our long-term strategy and outlook. We have implemented or are in the process of implementing such practices, including those highlighted below, in a manner appropriate for our company. Commitment to a robust Board-led stockholder engagement program that informs Board decisions Independent Board leadership, consisting of a Lead Independent Director with clearly defined roles and responsibilities All directors are elected annually by a simple majority of votes cast Six of seven director nominees are independent Overboarding policy for additional public company directorships by directors, including a lower threshold for our CEO, and director time commitments annually reviewed Board oversight of strategic planning and risk management Succession planning for directors, our CEO and other key officers Annual Board and committee self-evaluations Annual individual assessments of directors Anti-hedging, anti-pledging and clawback policies All current non-employee directors comply with our stock ownership guidelines All executive officers achieved stock ownership requirements pursuant to our guidelines Board committee oversight of corporate responsibility, sustainability, cybersecurity, and human capital management Annual sustainability reporting via standalone Sustainability Report aligned with leading frameworks and standards Board committee oversight of political and lobbying activities and expenditures Executive Compensation Highlights Executive Compensation Objectives and Approach The Compensation and Talent Committee seeks to closely align pay with performance, rewarding executives for delivering results for Sandisk and its stockholders. Our compensation program is designed to offer market-competitive incentives to drive talent retention and incentivize excellence in performance and stockholder value creation. We are committed to setting executive compensation around value-driving metrics, rigorous performance hurdles, and meaningful at-risk pay to ensure accountability and alignment with stockholder interests. We are proud of the steps the committee took immediately following our separation from Western Digital to align executive compensation with Sandisk’s strategic goals and stockholders’ interests. The second half of fiscal 2025 (“2H Fiscal 2025”) compensation design reflects the committee’s goal of incentivizing leadership to execute a successful transition and position our company for long-term success. The committee looks forward to discussing the evolution of our compensation program for our first full fiscal year. For more information regarding our executive compensation practices, and our approach to drive accountability, transparency, and long-term value creation, please see page 35.
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| PG. 008 | |
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CORPORATE GOVERNANCE MATTERS
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| Proposal 1 Election of Directors | | | (→) | We are asking our stockholders to elect seven directors to our Board of Directors at the 2025 annual meeting of stockholders. Defining attributes of our Board include: •All directors elected annually by a simple majority of votes cast •Six of seven director nominees are independent •Independent Board leadership, consisting of a Lead Independent Director with clearly defined roles and responsibilities •Skills and experience of directors aligned to business strategy and key areas of risk oversight •Women currently serve in key Board leadership positions such as our Chairs of the Audit Committee and Compensation and Talent Committee | | (→) | Our Board of Directors recommends a vote FOR each of the seven director nominees named in this Proxy Statement |
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Our Board of Directors is presenting seven nominees for election as directors at our 2025 annual meeting of stockholders (“Annual Meeting”). Each of the nominees is currently a member of our Board and was elected to our Board by our stockholder and former parent company, Western Digital Corporation (“WDC”), in connection with our separation from WDC that became effective February 21, 2025 (the “Separation”). Each director elected at the Annual Meeting will serve until our 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and until a successor is duly elected and qualified or until the director’s earlier resignation. All of our director nominees joined our Board in connection with the Separation. Mr. Caulfield, Mr. Goeckeler, and Ms. Suzuki were identified and selected by the WDC board of directors, and Mr. Cassidy, Mr. Kumar, Mr. Sayiner, and Ms. Shook were identified and selected by the WDC board of directors with the assistance of a search firm. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. If any nominee is unable or unwilling for good cause to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by our existing Board, or our Board may choose to reduce its size. As part of the Separation, Mr. Massengill and Ms. Alexy joined our Board to provide leadership continuity through the transition. As we believe the Company is now in a strong position to drive long-term success and value creation for its stockholders, Mr. Massengill and Ms. Alexy will not be nominated for reelection at the Annual Meeting and will cease their service on the Board of Directors when their terms expire immediately before the Annual Meeting. Each director nominee will be elected as a director if the nominee receives the affirmative vote of a majority of the votes cast with respect to his or her election (in other words, the number of votes “FOR” a director must exceed the number of votes cast “AGAINST” that director). You may vote FOR, AGAINST or ABSTAIN with respect to each director nominee. Proxies received by our Board of Directors will be voted FOR each director nominee unless specified otherwise. Under our Bylaws, any incumbent director who fails to be elected must offer to tender his or her resignation to our Board. If the director conditions his or her resignation on acceptance by our Board, the Governance Committee or other designated Board committee will then make a recommendation to our Board on whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the resignation and publicly disclose and explain its decision within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in our Board’s or the committee’s decision.
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| | CORPORATE GOVERNANCE MATTERS | PG. 009 |
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Nominees for Election Below is information about the experience and other key qualifications and attributes of each of our Board’s seven director nominees.
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| | | | | Richard B. Cassidy II Age: 74 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Microchip Technology Inc. | | Career Highlights Taiwan Semiconductor Manufacturing Company (“TSMC”), Arizona, an advanced semiconductor manufacturing fabrication •Chairman, CEO, and former president (January 2020-July 2025) TSMC Ltd., a multinational semiconductor manufacturing company •Senior vice president (2019-July 2025) •President and CEO, North America (2004-2018) | Skills & Experience Supporting Board Nomination •From his more than 45 years of experience in the semiconductor industry, including over 20 years in leadership roles, Mr. Cassidy brings to our Board deep expertise in both the technical and business areas of the industry. •Additionally, Mr. Cassidy is a board member of the Global Semiconductor Alliance, an organization dedicated to the advancement of the worldwide semiconductor industry. •Mr. Cassidy’s executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| PG. 010 | 2025 PROXY STATEMENT | |
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| | | | | Thomas Caulfield Age: 66 | | | Director Since: January 2025 | | | Other Public Boards: •Current: GlobalFoundries Inc. •Past Five Years: Western Digital Corporation | | Career Highlights GlobalFoundries Inc., a multinational semiconductor contract manufacturing and design company •Executive chair of the Board (April 2025-current) •CEO (2018-April 2025) •Senior vice president and general manager, Fab 8 semiconductor wafer manufacturing facility (2014-2018) Soraa, Inc., an LED lighting solutions company •President and chief operating officer (2012-2014) Caitin Inc., a clean energy startup •CEO (2010-2012) | Skills & Experience Supporting Board Nomination •Having served as an executive in the technology industry for over 30 years, Dr. Caulfield brings crucial semiconductor technical and business expertise enabling our Board to oversee strategies to drive innovation and unlock stockholder value. •Dr. Caulfield has direct experience leading various aspects of global technology companies ranging from research and development, to supply chain, to sales. •Dr. Caulfield brings management experience as the former CEO of GlobalFoundries, as well as public company board experience as the executive chair of the board of GlobalFoundries. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| | CORPORATE GOVERNANCE MATTERS | PG. 011 |
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| | | | | David V. Goeckeler Age: 63 | | | Director Since: January 2025 | | | Other Public Boards: •Current: Automatic Data Processing, Inc. •Past Five Years: Western Digital Corporation | | Career Highlights Sandisk Corporation •CEO and Chair of the Board (February 2025-present) Western Digital Corporation •CEO (March 2020-February 2025) Cisco Systems, Inc., a multinational technology company •Executive vice president and general manager, networking and security (2017-March 2020) •Senior vice president and general manager, networking and security business group (2016-2017) | Skills & Experience Supporting Board Nomination •With more than 30 years of experience in the technology industry, Mr. Goeckeler has a proven ability to set and implement the strategy of large, global technology franchises, including in his current position as our CEO. • Mr. Goeckeler brings deep experience in technical and senior management positions, having previously positioned WDC, in his capacity as its CEO, to capitalize on opportunities in the shifting landscape through large-scale development projects and strategic acquisitions, culminating in the separation of Sandisk from WDC. •Mr. Goeckeler’s experience allows him to lead and manage our day-to-day operations, while overseeing the strategic direction of Sandisk. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| PG. 012 | 2025 PROXY STATEMENT | |
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| | | | | Devinder Kumar Age: 70 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Ciena Corporation | | Career Highlights Advanced Micro Devices, Inc., a multinational semiconductor company •CFO (2013-January 2023) •Treasurer (2015-January 2023) •Corporate controller (2001-2012) | Skills & Experience Supporting Board Nomination •Mr. Kumar has over 40 years of experience in the global semiconductor industry, including 10 years as CFO and executive vice president of AMD, Inc., a multinational semiconductor company. Mr. Kumar brings to our Board expertise in financial management, global experience, and in driving stockholder value through his experience leading the finance function at AMD as it experienced rapidly increasing market capitalization gains. Mr. Kumar is also currently chair of the audit committee of a public company. •Mr. Kumar has global experience spanning North America, Asia, Europe and the Middle East, including spending 10 years in Asia in various leadership positions for AMD’s manufacturing group across Malaysia, Singapore, Thailand and China. •Mr. Kumar’s executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| | CORPORATE GOVERNANCE MATTERS | PG. 013 |
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| | | | | Necip Sayiner Age: 60 | | | Director Since: February 2025 | | | Other Public Boards: •Current: Rambus, Inc.; Axcelis Technologies, Inc.; Teradyne, Inc. •Past Five Years: Power Integrations, Inc. | | Career Highlights Renesas Electronics Corporation, a provider of semiconductor solutions •Executive vice president and general manager (2017-2019) • President, Renesas Electronics America (2017-2019) Intersil Corporation, a provider of power management and precision analog solutions • President and CEO (2013-2017) Silicon Laboratories Inc., a fabless global technology and semiconductor manufacturer •President and CEO (2005-2012) | Skills & Experience Supporting Board Nomination • Dr. Sayiner brings over 20 years of expertise and leadership within the semiconductor industry, as a former CEO and executive leader at Renesas Electronics, Intersil and Silicon Laboratories. • Dr. Sayiner brings a strong track record of building sustainable and profitable businesses, developing high caliber talent and establishing trust and transparency with stockholders, as well as technical expertise in data infrastructure, research and development, strategic planning, and large corporate transformations. •Dr. Sayiner also served as the chairman of the Semiconductor Industry Association, from 2015 to 2016, and as vice chairman from 2014 to 2015. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| PG. 014 | 2025 PROXY STATEMENT | |
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| | | | | Ellyn J. Shook Age: 62 | | | Director Since: February 2025 | | | Other Public Boards: •Current: The Baldwin Insurance Group, Inc. | | Career Highlights Accenture plc., a global professional services company •Accenture luminary, senior client advisor (March 2025 - present) •Chief leadership and human resources officer (2014 to September 2024) •Senior managing director, human resources (2011-2014) •Lead, global human resources (2004-2011) | Skills & Experience Supporting Board Nomination •Ms. Shook brings nearly 37 years of experience in global leadership, talent, and compensation strategy as the former chief leadership and human resources officer of Accenture. •Ms. Shook also brings public company board experience and is currently chair of the compensation committee and member of the nominating and governance committee at The Baldwin Insurance Group. •Ms. Shook has also led large scale talent transformations across waves of technology disruptions and is a renowned thought leader, creating pioneering research on people and work. • Ms. Shook also serves as an executive committee member of the Peer Roundtable of Chief Human Resources Officers and as a member of the board of directors of the National Academy of Human Resources. |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| | CORPORATE GOVERNANCE MATTERS | PG. 015 |
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| | | | | Miyuki Suzuki Age: 65 | | | Director Since: January 2025 | | | Other Public Boards: •Current: Twilio Inc., MUFG, Inc. •Past Five Years: Western Digital Corporation | | Career Highlights Cisco Systems, Inc., a multinational technology company •President, Asia Pacific, Japan and China (2018-February 2021) •President and general manager, Japan (2015-2018) Jetstar Japan, a Japanese airline •President and CEO (2011-2015) KVH (now Colt Technology Services Co., Ltd.), global digital infrastructure company •President and vice chairman (2007-2011) Lexis Nexis Group Asia Pacific, a data analytics and research firm •President and CEO (2004-2006) | Skills & Experience Supporting Board Nomination •Ms. Suzuki is a seasoned leader in the technology and telecommunications industries contributing to our Board’s comprehensive perspectives around the technology industry. •Ms. Suzuki also has deep global operations experience across the Asia Pacific region, which provides valuable insight for our Board with our joint venture with Kioxia Corporation. •Ms. Suzuki has substantial governance experience as a public company director at Twilio, a global software company, and MUFG, Inc., a Japan-based global bank and financial services firm, and private company board experience specific to Japan-based companies (Jera Co., Inc. and, previously, MetLife Japan). |
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| | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair | | Chair of the Board |
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| PG. 016 | 2025 PROXY STATEMENT | |
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Director Nominee Skills and Experience Our Board of Directors believes our nominees’ breadth of experience and mix of qualifications, attributes, and skills strengthen our Board’s independent leadership and effective oversight of management.
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| Independence | Gender | Age | | 86% Independent | 29% Women | 66 Years Average | | Independent Non-Independent | Women Men | 60-65 Years >65 Years |
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| Director Nominee Skills, Experience and Backgrounds | | | | | | | | | | | Executive | | | | | | | | | | Semiconductor | | | | | | | | | | Data Infrastructure | | | | | | | | | | Strategic Transactions | | | | | | | | | | Manufacturing | | | | | | | | | | Operations and Infrastructure | | | | | | | | | | Technology/Innovation | | | | | | | | | | Global | | | | | | | | | | Finance and Accounting | | | | | | | | | | Cybersecurity | | | | | | | | | | Risk Management | | | | | | | | | | Sustainability and Corporate Responsibility | | | | | | | | | | Human Capital Management | | | | | | | |
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| | Indicates expertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career | | | Indicates experience derived through: (i) board or relevant committee membership at our company or another public company; (ii) executive leadership or board membership of a public company in the relevant industry; or (iii) consulting, investment banking, private equity investing or legal experience |
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Our Board is highly qualified, deeply engaged, and exceptionally well-positioned to effectively oversee Sandisk and the execution of our long-term strategy.
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| | CORPORATE GOVERNANCE MATTERS | PG. 017 |
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Description of Skills, Experience and Backgrounds The skills, experience and backgrounds that we value for our Board of Directors track our priorities of becoming an independent leader in flash-based products, driving stockholder value, and responsible governance and corporate stewardship. The below table provides an overview of the skills, experience, or background held by one or more of our Board nominees and why each is essential to the oversight and successful execution of our strategy and purpose.
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| Board Skills, Experience, or Background | | Director Qualifications | Alignment to Our Strategy and Business Purpose | | | Executive | Experience in executive-level positions | Our scale and complexity benefit from insights gained from executive level experience and a practical understanding of complex organizations, strategic planning, governance, operations, talent development and risk management | | | Semiconductor | Experience in the semiconductor industry | Our priority of becoming an independent leader in flash-based products is founded on a strong understanding of our business, technology, products and operations | | | Data Infrastructure | Experience in data infrastructure, including related software, hardware and data centers, storage, protection and management | Our mission to unlock the potential of data by harnessing the possibility to use it is based on a comprehensive understanding of the challenges and opportunities our business faces with respect to data infrastructure | | | Strategic Transactions | Experience leading a company through a large transition, transformation, integration, merger or acquisition | As a recently spun-off company, we benefit from insight on how to execute as a business that just completed a strategic transaction. Additionally, our strategic ventures have been key to our successes in our rapidly evolving industry, and transactional experience helps us identify and capitalize on strategic opportunities that unlock long-term value for our stockholders | | | Manufacturing | Experience with sophisticated, large-scale manufacturing | Our business relies on complex distribution and supply chains, as well as smoothly operating manufacturing facilities globally | | | Operations and Infrastructure | Experience with complex, global operations | Our path to advancing operational excellence and thriving in evolving market conditions is guided by insights in operational efficiencies and risk mitigation | | | Technology/Innovation | Experience in researching, developing or designing leading-edge technologies | Our efforts to drive continued growth through innovation across our entire portfolio of products begin with a vision to pioneer new horizons | | | Global | Experience with businesses with substantial international operations | Our global scale requires critical business and cultural perspectives that help us understand the strategic opportunities and risks relating to our business worldwide, including with respect to geopolitics and macroeconomics | | | Finance and Accounting | Experience overseeing accounting and financial reporting | Our company necessitates robust financial management and accurate disclosure, including our Board’s oversight of our financial reporting process and internal controls | | | Cybersecurity | Experience understanding and managing information technology and cybersecurity threats | Our business and industry are becoming increasingly subject to cybersecurity attacks and the safeguarding of our assets depends on our Board’s ability to oversee company efforts to identify and mitigate these risks | | | Risk Management | Experience in assessing and managing enterprise risks | Our management of enterprise risks largely depends on our ability to detect, evaluate and control those risks, and skilled oversight by our Board promotes our compliance with legal obligations and overall long-term success | | | Sustainability and Corporate Responsibility | Experience in assessing environmental, sustainability and climate-related risks and in responsible corporate citizenship | Our efforts to address risks related to climate change, in support of further driving long-term value for our stockholders, are driven by our corporate sustainability policies and programs overseen by our Board, and our business and customer base necessitates our commitment to responsible corporate citizenship | | | Human Capital Management | Experience in human capital management in large organizations | Our most valuable assets are our talented and global workforce, and our Board oversees our talent attraction, development and retention programs |
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| PG. 018 | 2025 PROXY STATEMENT | |
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Director Independence Our Board of Directors has reviewed and discussed information provided by the directors and our company regarding each director’s business and personal activities, as well as those of the director’s immediate family members, as they may relate to our company or our management. The purpose of this review is to determine whether there are any transactions or relationships that would be inconsistent with a determination that a director is independent under the listing standards of the Nasdaq Stock Market. Based on its review, our Board has affirmatively determined that, except for serving as a member of our Board, none of our Board’s non-employee director nominees (Messrs. Cassidy, Caulfield, Kumar, or Sayiner, or Mses. Shook, or Suzuki) and none of our other current non-employee directors who are not continuing on the Board following the Annual Meeting (Mr. Massengill and Ms. Alexy) has any relationship that, in the opinion of our Board, would interfere with such director’s exercise of independent judgment in carrying out his or her responsibilities as a director, and that each such director qualifies as “independent” as defined by the listing standards of the Nasdaq Stock Market. Mr. Goeckeler is currently a full-time, executive-level employee of our company and, therefore, is not “independent” as defined by the listing standards of the Nasdaq Stock Market. Director Meeting Attendance During fiscal 2025, representing approximately four months as a standalone company, our full Board of Directors met three times. Each of the directors who served during fiscal 2025 attended 75% or more of the aggregate number of Board meetings and meetings of the Board committees on which he or she served during fiscal 2025. Our Board strongly encourages each director to attend our annual meeting of stockholders. As a result of the Separation, we did not hold an annual meeting of stockholders in fiscal 2025.
Key Responsibilities
Director Compensation Fiscal 2025 Director Compensation Program for Non-Employee Directors We believe that it is important to attract and retain exceptional and experienced directors who understand our business, and to offer compensation opportunities that further align the interests of our non-employee directors with those of our stockholders. The Compensation and Talent Committee, with the assistance of its independent compensation consultant, regularly reviews our non-employee director compensation and market trends in director compensation (including non-employee director compensation practices at a group of peer companies) and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. The committee makes recommendations based on such review to our Board of Directors, which determines whether any changes should be made to our non-employee director compensation program. We established a compensation program for fiscal 2025 for each of our non-employee directors that generally consisted of a combination of annual cash retainers and restricted stock units (“RSUs”). As a part of the Separation, the WDC Compensation and Talent Committee reviewed an analysis of competitive market data and determined that our non-employee director compensation, which was based on WDC’s fiscal 2024 director compensation, was appropriate for fiscal 2025. There are currently no planned changes to the non-employee director compensation program for fiscal 2026. The following section describes the elements and other features of our director compensation program for fiscal 2025 for non-employee directors. Non-Employee Director Cash Retainer Fees Cash retainer fees are paid to our non-employee directors based on Board and committee service from annual meeting to annual meeting and are paid in a lump sum immediately following the annual meeting marking the start of the year. The following table sets forth the schedule of annual cash retainer and committee membership fees for our non-employee directors for fiscal 2025.
Key Responsibilities
Non-Employee Director Equity Awards Under our Non-Employee Director Restricted Stock Unit Grant Program, each of our non-employee directors automatically received for fiscal 2025 an award of RSUs equal in value to $240,000 (or, in the case of our Lead Independent Director, $280,000). Non-employee directors typically receive the awards immediately following the annual meeting of stockholders if re-elected as a director at that meeting. In the case of a non-employee director who is newly elected or appointed after the date of the annual meeting, we grant a prorated award of RSUs for the year in which he or she is elected or appointed. For fiscal 2025, the initial RSU awards were granted shortly after the Separation and were pro-rated for the remaining portion of the year prior to our 2025 Annual Meeting based on the directors’ respective appointment dates. The number of RSU awards granted was calculated by dividing the applicable dollar amount by the average closing price of our common stock over the first five full trading sessions, commencing with the first trading session following the effective date of the Separation. On a go-forward basis, the number of RSU awards granted will be calculated by dividing the dollar amount by the closing price of our common stock on the grant date. The RSUs granted in fiscal 2025 vest 100% upon November 17, 2025 (the date immediately prior to the first annual meeting of stockholders that will be held after the grant date), subject to continued service through that date. Deferred Compensation Plan for Non-Employee Directors We permit each non-employee director to defer payment of up to 80% of his or her annual cash compensation in accordance with our Deferred Compensation Plan. We also permit non-employee directors to defer payment of any RSUs awarded under our Non-Employee Director Restricted Stock Unit Grant Program beyond the vesting date of the award. RSUs and other amounts deferred in cash by a director are generally credited and payable in the same manner as amounts deferred by our executive officers and other participants in our Deferred Compensation Plan as further described in the “Fiscal 2025 Non-Qualified Deferred Compensation Table.” Director Compensation Table for Fiscal 2025 The table below summarizes the compensation for fiscal 2025 for each of our non-employee directors serving on our Board of Directors in fiscal 2025. Mr. Goeckeler was a named executive officer for fiscal 2025 and did not receive any additional compensation for his services as a director during fiscal 2025. Information regarding his compensation for fiscal 2025 is presented in the “Fiscal 2025 Summary Compensation Table” and the related explanatory tables.
Key Responsibilities
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kimberly E. Alexy(2) | 101,712 | 208,686 | 310,398 | | Richard B. Cassidy II | 100,000 | 189,719 | 289,719 | | Thomas Caulfield | 79,336 | 208,686 | 288,022 | | Devinder Kumar | 100,000 | 189,719 | 289,719 | | Matthew E. Massengill(2) | 89,507 | 243,500 | 333,007 | | Necip Sayiner | 107,500 | 189,719 | 297,219 | | Ellyn J. Shook | 120,000 | 189,719 | 309,719 | | Miyuki Suzuki | 77,301 | 208,686 | 285,987 |
Key Responsibilities
(1)The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2025 computed in accordance with Accounting Standards Codification 718 (“ASC 718”) using the closing price of our common stock on the grant date. Mr. Massengill (our Lead Independent Director) was granted 4,840 RSUs. Mses. Alexy and Suzuki and Mr. Caulfield were granted 4,148 RSUs. Messrs. Cassidy, Kumar, and Sayiner and Ms. Shook were each granted 3,771 RSUs. (2)Ms. Alexy and Mr. Massengill have not been nominated for reelection at the Annual meeting and their terms will end immediately prior to the Annual Meeting.
Key Responsibilities
The following table presents the aggregate number of shares of our common stock covered by unvested stock awards (and corresponding dividend equivalents that may be settled in stock) and deferred stock units held by each of our non-employee directors on June 27, 2025, which includes, for directors who were on the WDC board of directors, unvested WDC RSU awards that converted to unvested Sandisk RSU awards in connection with the Separation:
Key Responsibilities
| Name | Aggregate Number of Unvested Restricted Stock Units | Aggregate Number of Deferred Stock Units | | Kimberly E. Alexy | 5,401 | — | | Richard B. Cassidy II | 3,771 | — | | Thomas Caulfield | 9,841 | — | | Devinder Kumar | 3,771 | — | | Matthew E. Massengill | 4,840 | — | | Necip Sayiner | 3,771 | — | | Ellyn J. Shook | 3,771 | — | | Miyuki Suzuki | 9,841 | — |
Key Responsibilities
Director Stock Ownership Guidelines Under our director stock ownership guidelines, directors are generally prohibited from selling any shares of our common stock unless they own “qualifying shares” with a market value of at least $375,000, which include common stock, RSUs, deferred stock units and common stock beneficially owned by the director by virtue of being held in a trust, by a spouse or by the director’s minor children. Shares the director has a right to acquire through the exercise of stock options (whether or not vested) do not count towards the stock ownership requirement. All of our current non-employee directors comply with our director stock ownership guidelines.
Key Responsibilities
A Message From the Compensation and Talent Committee Dear Stockholders, 2025 marks a historic year and new chapter for Sandisk following our successful separation from Western Digital in February 2025. As Chair of Sandisk’s newly formed Compensation and Talent Committee, I am pleased to present our inaugural CD&A, detailing the immediate decisive actions we made following the separation to align executive compensation with our standalone strategy and to drive long-term stockholder value. Legacy Compensation Decisions Made by Western Digital Prior to the separation, many elements of fiscal 2025’s executive compensation program design, including the entire first half of the year (“1H Fiscal 2025”), were set by Western Digital’s Compensation & Talent Committee. Aspects of the executive compensation program that were set by Western Digital, in order to ensure a successful separation and align with market practices, include: •Base salaries for CEO David Goeckeler and CFO Luis Visoso for fiscal 2025 •1H Fiscal 2025 short-term incentive goals, opportunities and payouts, as well as short-term incentive opportunities for the second half of fiscal 2025 (“2H Fiscal 2025”) •Treatment of outstanding Western Digital PSUs and RSUs, which were converted for Sandisk executives on terms consistent with those of Western Digital stockholders •Transaction completion bonuses, payable in cash, for Sandisk executives, with one-year clawback terms Post-Separation Decisions to Drive a Successful Transition Following the separation, Sandisk’s Compensation and Talent committee implemented a streamlined compensation program for 2H Fiscal 2025 to support critical execution and aggressive stockholder value creation goals. Recognizing the transitional nature of our first year as a standalone company, our compensation approach prioritized clarity, strategic alignment, and a focus on driving excellence. In Sandisk’s first months post-separation, the committee: •Awarded performance-based launch grants to immediately align executives’ interests with stockholder interests. The awards are fully contingent upon achieving ambitious stock price hurdles, with no payout unless substantial value is delivered to our stockholders •Introduced clearly defined performance conditions to the 2H Fiscal 2025 short-term incentive program, while allowing flexibility to adapt to the evolving demands of Sandisk’s entry into the public markets •Adjusted the base salaries and short-term incentive opportunities for executives Alper Ilkbahar and Bernard Shek in connection with their promotions to critical leadership roles as Executive Vice President & Chief Technology Officer and Senior Vice President & Chief Legal Officer and Secretary, respectively Compensation Program Evolution The Compensation and Talent Committee is actively evolving the go-forward compensation program to align with Sandisk’s recently established long-term strategic goals to drive sustained value creation. We included information on the fiscal 2026 compensation program design decisions to inform stockholders of where we are headed and solicit their feedback. We look forward to connecting with many of you as we lay the foundation for Sandisk’s future, building a market-leading flash storage company that powers next-generation digital experiences, drives innovation, and delivers long-term value to our stockholders. Thank you for your continued trust and support as we begin this exciting next chapter for Sandisk together. Sincerely,
Non-GAAP Operating Income ($M)(1)
| WHAT WE DO | | Pay for performance by tying a substantial portion of executive compensation to the achievement of rigorous performance goals Commit to engage with our stockholders on an ongoing basis and consider their feedback in the future design of our executive compensation program Link our executive compensation program to our corporate strategy and sustainable stockholder value creation Use a mix of performance measures, cash- and equity-based vehicles and short-and long-term incentive compensation opportunities Cap maximum vesting or payout levels under our incentive compensation awards, which are aligned with competitive market practices Engage an independent compensation consultant to evaluate and advise the Compensation and Talent Committee on our executive compensation program design and pay decisions Evaluate executive compensation data and practices of our proxy peer group companies and broader market, with guidance from the independent compensation consultant Limit payouts under our Change in Control Severance Plan to “double-trigger” events Maintain and adhere to executive stock ownership guidelines Maintain and adhere to our robust compensation recovery (“clawback”) policy Provide only limited executive perquisites | | WHAT WE DON’T DO | | •No tax gross-up payments in connection with severance or change in control payments •No repricing of stock options without stockholder approval (other than equitable adjustments permitted under our equity compensation plans) •No hedging, pledging or short-sale or derivative transactions by executive officers or directors •No dividend equivalent payments on equity awards until they are earned and vested |
Non-GAAP Operating Income ($M)(1)
Process for Determining Executive Compensation Annual Review and Oversight The Compensation and Talent Committee sets a process to annually review and approve executive compensation design, including base salary, short-term incentives, long-term equity awards, and performance goals, to ensure that pay outcomes reflect company performance and individual contributions. The committee is committed to the evaluation of executive performance against the conditions set within the compensation program on an annual basis and at the time of hiring, promotion or other change in responsibilities. The committee is supported by an independent compensation consultant, regularly benchmarks compensation practices against a carefully selected peer group, and reviews succession and talent development strategies. The committee values the views and input of our stockholders and plans to solicit their feedback as a key input to their decision-making. In March 2025, the committee established the 2H Fiscal 2025 compensation program to align executives with Sandisk’s strategic objectives as a standalone company and its stockholders as management guided our company through the transition. The Compensation and Talent Committee is evolving the fiscal 2026 compensation program design to ensure alignment with our longer-term strategy and outlook and long-term stockholder value creation. The committee met in May 2025 and twice in August 2025 to consider fiscal 2026 design with input from its independent advisor and in reviewing compensation practices among our peers. Management and the committee worked to evolve the program in fiscal 2026 to align with our strategic objectives and incorporate metrics identified by many of our investors as material factors in evaluating us. For more information, see “Fiscal 2026 Compensation Program Design & Decisions” on page 51. Committee Responsibilities and Governance Framework The Compensation and Talent Committee is responsible for carrying out the Board’s oversight relating to the compensation of our company’s executive officers and our company’s broader talent strategy. In accordance with its charter, the committee’s responsibilities include: •Oversight of executive and director compensation program design and related policies •Evaluation of executive performance and resulting payouts •Creation of the CD&A for inclusion in the annual proxy statement •Periodic review of our company’s people policies, programs, and initiatives •Planning executive succession processes and senior leadership development •Oversight of employee benefit plans •Communicating to stockholders our company’s executive compensation philosophy, policies, and programs The committee operates under a written charter approved by the Board, which is reviewed annually and available at investor.sandisk.com. Each member of the committee has been determined by the Board to be independent under applicable Nasdaq and SEC rules.
Non-GAAP Operating Income ($M)(1)
| External and Internal Factors | | •Our pay positioning relative to our proxy peer group and broad compensation survey market data •Our goal to drive meaningful value creation post-separation and ensure a successful transition to operating as an independent company •The executive officer’s role, experience, performance and contributions •Our retention objectives •Succession planning •Company performance and strategic and financial goals •Market performance and general economic conditions | | Management | | •Our CEO’s recommendations for select executive officers’ promotions, responsibilities and performance expectations •Our CFO’s input on financial targets for our performance-based incentive compensation program •Internal and external compensation data provided by our human resources team | | Compensation Consultant | | •Independent insights on compensation program design •Compensation survey and proxy peer group data | | Stockholders | | •Feedback from our planned stockholder outreach and engagement program |
Non-GAAP Operating Income ($M)(1)
Role of the Compensation Consultant Post-Separation, the Compensation and Talent Committee engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant. Pay Governance reported directly to the committee and communicated with management to gather information and review management proposals as needed. Pay Governance attended all regularly scheduled meetings of the committee during 2H Fiscal 2025 and its responsibilities post-Separation generally included: •Reviewing and advising on executive compensation, including the performance metrics used under the executive compensation program •Reviewing and advising on performance-based launch grants designed to drive meaningful value creation and incentivize strategic execution during Sandisk’s critical early years as an independent company •Providing recommendations regarding the composition and selection of our proxy peer group companies •Analyzing proxy peer group and survey compensation data •Providing advice regarding executive compensation policies, practices and trends The Compensation and Talent Committee assessed the independence of Pay Governance pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that the engagement of Pay Governance did not raise any conflicts of interest during fiscal 2025 and currently does not raise any conflicts of interest. No other fees were paid to Pay Governance except fees related to its services to the committee.
Non-GAAP Operating Income ($M)(1)
Comparative Market Data The Compensation and Talent Committee determines the composition of our proxy peer group and will reevaluate this group on an annual basis with input from its independent compensation consultant. The Compensation and Talent Committee, with the assistance of Pay Governance, conducted a thorough review of the peer group used for executive compensation benchmarking. The committee reviews proxy peer group executive compensation data provided by Pay Governance and independently published compensation survey data from the Aon Radford McLagan Compensation Database. With input from its independent compensation consultant, the committee considers such market data and industry practices during its review of our executives’ compensation levels and mix of compensation elements. Fiscal 2025 Proxy Peer Group Companies for Benchmarking Pay and Incentive Design The proxy peer group companies that the Compensation and Talent Committee used for comparative pay and incentive design purposes for 2H Fiscal 2025 consisted of technology companies that compete with Sandisk for talent and are comparable to our company’s size, primarily based on revenue, and other relevant business characteristics. The committee believes that providing a compensation package that is competitive – particularly relative to our peer group – allows us to attract, motivate, reward, and retain the talent needed to drive long-term stockholder value. Specifically, the following criteria were used to select our peer set: •Size/scope: revenue 1/3x to 3x; market cap 1/5x to 5x •Competition: competes with Sandisk’s lines of businesses and/or for talent •Industry: operates primarily in data storage or semiconductor industry (in SOX Index) or more broadly within the Information Technology industry •Other Considerations: global footprint, listing on a major U.S. exchange with disclosed executive pay practices; well-known technology and/or consumer brands Not all peer companies will meet each of the selection criteria above. Size criteria may sometimes be relaxed for companies that are strong fits in terms of talent and business focus. After the Separation, the committee worked with Pay Governance and management to develop a peer set that reflects Sandisk’s size, business, and market profile. The committee prioritized the inclusion of companies that are competitive in our talent market and have comparable revenue. Revenue is a commonly used proxy for organizational size and complexity and is typically stable from year-to-year, making it a valuable metric when selecting peers for executive compensation purposes. As part of its decision process, the committee also referenced other metrics for informational purposes, including comparative market capitalization and profitability metrics. Following its review, the Compensation and Talent Committee determined a peer set of 17 companies that is most relevant to Sandisk based on the above criteria.
SANDISK COMPARED TO PROXY PEER GROUP
SANDISK COMPARED TO PROXY PEER GROUP
SANDISK COMPARED TO PROXY PEER GROUP
| Amkor Technology, Inc. Coherent Corp Intel Corporation KLA Corporation Lam Research Corporation Logitech International S.A. | Marvell Technology Microchip Technology Incorporated Micron Technology, Inc. NetApp, Inc. NXP Semiconductors N.V ON Semiconductor Corporation | Pure Storage, Inc. Qorvo, Inc. Roku, Inc. Skyworks Solutions, Inc. Teledyne Technologies Incorporated |
SANDISK COMPARED TO PROXY PEER GROUP
(1)The peer group revenues represent annual revenue for the most recent fiscal year for which data was available through SEC filings as of August 28, 2025. Sandisk’s revenue figure represents fiscal 2025 total revenue, which includes pre-Separation fiscal 2025 revenue of the flash business unit of WDC.
SANDISK COMPARED TO PROXY PEER GROUP
| PG. 046 | 2025 PROXY STATEMENT | |
SANDISK COMPARED TO PROXY PEER GROUP
2H Fiscal 2025 Executive Compensation Program Decisions and Outcomes Base Salary The Compensation and Talent Committee closely reviews executive base salaries to ensure each are market-competitive, support retention and reflect expectations for role and performance. Before the Separation, base salaries for fiscal 2025 for Mr. Goeckeler and Mr. Visoso were set and approved by Western Digital’s Compensation and Talent Committee to reflect their roles, responsibilities and market-competitive rates. Effective March 10, 2025, the committee approved compensation adjustments for Alper Ilkbahar in connection with his promotion to Executive Vice President and Chief Technology Officer and for Bernard Shek in connection with his promotion to Senior Vice President and Chief Legal Officer and Secretary. In recognition of both officers’ increased titles, roles and responsibilities, as well as competitive market rates for their positions, Mr. Ilkbahar’s base salary was raised from $575,000 to $625,000 and Mr. Shek’s was increased from $375,000 to $425,000 on an annual basis.
SANDISK COMPARED TO PROXY PEER GROUP
| Named Executive Officer | Base Salary Level(1) ($) | | | David V. Goeckeler | | 1,300,000 | | Luis F. Visoso | | 825,000 | | Alper Ilkbahar | | 625,000 | | Bernard Shek | | 425,000 |
SANDISK COMPARED TO PROXY PEER GROUP
(1)Table reflects annualized base salary in effect at the end of fiscal 2025 for each named executive officer. The base salaries reflected in the Summary Compensation Table reflect amounts paid after the Separation. 2H Fiscal 2025 Executive STI In anticipation of the Separation, WDC’s Compensation and Talent Committee designed fiscal 2025 Executive STI plan (the “Executive STI”) on a six-month basis. Prior to Separation, WDC set 1H Fiscal 2025 STI opportunities, goals and payouts, as well as 2H Fiscal 2025 STI opportunities, given the Separation was effective after 1H Fiscal 2025. The Sandisk Compensation and Talent Committee decided 2H Fiscal 2025 STI performance conditions and payouts. The committee also retained Mr. Goeckeler’s and Mr. Visoso’s STI opportunities from 1H Fiscal 2025 and increased STI opportunities for Mr. Ilkbahar and Mr. Shek. 2H Fiscal 2025 Target Executive STI Opportunities
SANDISK COMPARED TO PROXY PEER GROUP
| Named Executive Officer | Annual Target STI Opportunity(1) (as Percentage of Base Salary) | | David V. Goeckeler | 175% | | Luis F. Visoso | 150% | | Alper Ilkbahar | 100% | | Bernard Shek | 80% |
SANDISK COMPARED TO PROXY PEER GROUP
(1)Table reflects annual target STI opportunity at the end of fiscal 2025 for each named executive officer. In March 2025, the Sandisk Compensation and Talent Committee increased Mr. Ilkbahar’s annual target STI opportunity from 80% to 100%, and Mr. Shek’s annual target STI opportunity from 75% to 80%, in connection with their post-Separation promotions. 2H Fiscal 2025 Executive STI Performance Conditions For 2H Fiscal 2025, the Compensation and Talent Committee determined that our executives should be focused on a successful transition and introduction to the public markets. The committee prioritized sustainable profitability and top-line growth as critical to these goals. The committee also sought to ensure the STI design granted flexibility to incentivize and reward executives based on their performance against evolving expectations in our company’s first months as a standalone business. The 2H Fiscal 2025 Executive STI program was based on two equally weighted financial metrics: non-GAAP operating income (50%) and revenue (50%), as well as an individual performance modifier (+/- 25%).
SANDISK COMPARED TO PROXY PEER GROUP
| | EXECUTIVE COMPENSATION | PG. 047 |
SANDISK COMPARED TO PROXY PEER GROUP
The 2H Fiscal 2025 Executive STI program applied to all named executive officers and provided cash payouts based on company-wide performance against targets established in March 2025 and individual performance goals evaluated on a continual basis during the period.
SANDISK COMPARED TO PROXY PEER GROUP
| | Non-GAAP Operating Income 50% Weighting | + | Revenue 50% Weighting* | Individual Performance Modifier* (75%-125%) | = | Payout (Capped at 187.5%) | | 0%-150% Performance Range for each Metric | | | | | | |
SANDISK COMPARED TO PROXY PEER GROUP
2H Fiscal 2025 Executive STI Performance The STI plan for 2H Fiscal 2025 funded at 139.9% of performance relative to metrics approved by our Compensation and Talent Committee. Specifically, 150% for non-GAAP Operating Income and 130% for Revenue payout components. However, the Compensation and Talent Committee, based on a recommendation from management, utilized negative discretion to lower funding to 90% of target for the corporate performance component to balance great execution by our company with the fact that our company did not generate a profit in 2H Fiscal 2025.
NON-GAAP OPERATING INCOME(1)
| Non-GAAP Operating Income(1) (50% Weighting) | | | | | Performance Achievement | STI Funding (% Target) | Performance ($ millions) | | | Maximum | 150% | | 50 | | Target | 100% | | 10 | | Minimum | 0% | | (25) | | Actual | 150% | | 101 |
REVENUE
| Revenue (50% Weighting) | | | | | Performance Achievement | STI Funding (% Target) | Performance ($ millions) | | | Maximum | 150% | | 3,795 | | Target | 100% | | 3,300 | | Minimum | 0% | | 2,805 | | Actual | 130% | | 3,596 |
REVENUE
| Named Executive Officer | Corporate Performance Payout % | Individual Modifier (+/- 25%) | STI Payout (% of Target) | STI Payout ($) | | David V. Goeckeler | 90% | — | 90% | 1,023,750 | | Luis F. Visoso | 90% | 5% | 95% | 584,719 | | Alper Ilkbahar | 90% | 10% | 99% | 298,904 | | Bernard Shek | 90% | 5% | 95% | 152,654 |
REVENUE
Treatment of Outstanding Western Digital Equity Awards Pursuant to the Employee Matters Agreement between WDC and Sandisk, effective February 21, 2025, outstanding unvested WDC equity awards held by executives who are employed by Sandisk following the Separation – including Mr. Goeckeler, Mr. Visoso, Mr. Ilkbahar, and Mr. Shek – were converted into time-based RSUs denominated in both WDC and Sandisk shares in a ratio of one Sandisk RSU for every three WDC RSUs held at Separation (the “Basket Approach”). All outstanding WDC PSU awards, including those granted by WDC for the fiscal 2023–2025, fiscal 2024–2026, and fiscal 2025-2027 performance periods, were converted to time-based RSUs denominated in both Sandisk and WDC shares using the Basket Approach ratio. All of these awards will vest contingent on continued service with Sandisk through the applicable vesting dates. Please refer to the Outstanding Equity Table on page 55 for more information. Performance-Based Launch Grants to Drive Value Creation Rationale In March 2025, the Compensation and Talent Committee approved performance-based launch grants (the “Launch Grants”) to key executives to align our executives with stockholder interests and drive long-term value creation of the new, standalone company. The Launch Grants are non-recurring and will not be granted on an annual basis. The performance-based Launch Grants were the optimal solution for the committee’s many considerations for 2H Fiscal 2025 LTI awards, including the following considerations: •Executive Focus in Critical Transition Period: The awards were designed to motivate our newly established leadership team to deliver on ambitious stock price goals during the first three years following the Separation. •LTI Compensation: In the absence of a formalized LTI program immediately following the Separation, the Launch Grants fulfill the committee’s goal of rewarding executives with equity subject to long-term performance conditions. •Market Practice: The committee reviewed peer and market data with its independent compensation consultant and noted that many recent spin-offs granted performance-based launch equity to senior executives. •Alignment with Sandisk: Given our named executive officers were former WDC employees and their equity compensation - both from prior years and for fiscal 2025 - was subject to a stock conversion methodology in-line with our investors, the committee elected to increase the portion of at-risk equity denominated in Sandisk shares for the executive team in embarking on this next chapter as a standalone company. •Alignment with Stockholders: The awards are 100% performance-based and directly link executive pay with stockholder value creation. Executives receive no payout unless stockholders also experience meaningful gains. •Rigorous Performance Goals: The Launch Grants were designed with rigorous stock price performance requirements, such that executives are rewarded only for sustained and significant stockholder value creation. •Retention and Continuity: These one-time awards support the retention of key executive talent during a transformative period, with settlement deferred until the end of the performance period. •Governance Safeguards: The Launch Grants are subject to a three-year performance and settlement period, interpolation and banking mechanics, change-in-control protections, a service requirement, and our clawback policy. Design & Structure The Launch Grants are 100% performance-based and contingent on aggressive stock price hurdles that require executives to deliver substantial value to stockholders over a multi-year period to earn any payout. No value is delivered unless our stock price increases materially from our average five-day closing price immediately following the Separation ($47.07 per share). Payouts require sustained and exceptional stock appreciation for a period of ninety trading days. To achieve the maximum payout of 300% of target PSUs, the stock must reach a 125% increase, or $105.91, sustained over a rolling 90-trading-day average. These requirements create a high-performance threshold for any upside to be realized by our executives. The rolling 90-trading day closing stock price averages during the performance period ensure that only sustained, not temporary, stock price performance is rewarded. The target grant value for each of the Launch Grants participants was carefully set based on (1) market practices in spin-off equity award size; (2) individual post-Separation Sandisk ownership level and unvested equity holding values; and (3) participant’s prior annual grant levels. The grant date for the Launch Grants was May 9, 2025 and the awards cover a three-year performance period from March 3, 2025 through February 24, 2028. At each fiscal year end, awards will be earned based on the highest level of achievement (either at threshold or interpolation between thresholds) for the look-back period. Any earned PSUs will be settled at the end of the performance period. Finally, no PSUs will vest unless at least the threshold performance is achieved (see details below).
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| Stock Price Achievement | % Increase | Payout (% of Target # of PSUs) | | $58.84 | +25% | 50% | | $70.61 | +50% | 100% | | $82.37 | +75% | 200% | | $94.14 | +100% | 250% | | $105.91 | +125% | 300% |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
Potential Executive Launch Grant Share of Total Market Capitalization Gain at Max Performance The potential compensation expense related to the Launch Grants represents a very small percentage of Sandisk’s market capitalization gain at each performance tier. The following chart illustrates that if Sandisk named executive officers achieve maximum performance under the Launch Grant plan, their combined payout would represent only about 1.9% of the total $8.55 billion in market capitalization gain created for stockholders, calculated using the number of shares of common stock outstanding as of the close of business on May 5, 2025, as disclosed on Form 10-Q for the quarter ended March 28, 2025 filed with the SEC on May 12, 2025. Performance-Based Launch Grant Values and Participants The Compensation and Talent Committee approved the Launch Grants for our named executive officers, with targets and intended grant values as follows:
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| Named Executive Officer | Total Target Grant Value ($)(1) | | David V. Goeckeler | 12,000,000 | | Luis F. Visoso | 4,500,000 | | Alper Ilkbahar | 1,875,000 | | Bernard Shek | 743,750 |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
(1)The Summary Compensation Table reflects the accounting grant date fair value of the Launch Grants that is different from the intended target grant value shown above. Transaction Completion Awards In connection with the Separation, on January 25, 2025, WDC approved and funded the Transaction Completion Awards to Mr. Goeckeler, Mr. Ilkbahar, and Mr. Shek, in an amount equal to 24 times then-current monthly base salary for Mr. Goeckeler and 18 times then-current monthly base salaries for Mr. Ilkbahar and Mr. Shek. Mr. Visoso, who joined WDC shortly before the Separation, was not eligible to receive a Transaction Completion Award. The Transaction Completion Awards are subject to clawback terms for 12 months following the Separation in the event of a voluntary termination. The awards required the participants to be employed by Sandisk following the completion of the Separation and were therefore paid by Sandisk (although funded by WDC).
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| | EXECUTIVE COMPENSATION | PG. 051 |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
Fiscal 2026 Compensation Program Design and Decisions The Compensation and Talent Committee evolved our fiscal 2026 compensation program design to promote alignment with our longer-term strategy and outlook, and to drive long-term stockholder value creation. In our first months as a standalone company, the Compensation and Talent Committee implemented a streamlined compensation program for 2H Fiscal 2025 to maintain leadership’s focus on executing a successful transition and introduction to the public markets, while immediately aligning executives with our corporate performance and stockholder value creation. As our leadership established a long-term strategy post-Separation, the committee designed the fiscal 2026 program to support near-term performance, the company’s long-term strategic goals, and the creation of long-term stockholder value. Fiscal 2026 Base Salary Effective August 1, 2025, the Compensation and Talent Committee approved an increase in Mr. Shek’s base salary from $425,000 to $500,000. In reviewing his compensation, the committee noted that Mr. Shek’s base salary was positioned below the 25th percentile of the market, and his total direct compensation was also near the 25th percentile. The increase was intended to bring his base salary closer to market practice and better align his overall compensation with his role and responsibilities. No other base salary adjustments have been made. Fiscal 2026 STI Design For fiscal 2026, the Compensation and Talent Committee evolved the STI design to directly align executive compensation with our strategic priorities and drive near-term financial and operational performance. These priorities were established by our leadership post-Separation, and the fiscal 2026 program was developed to support and reinforce those objectives. We also took stockholder feedback into account when selecting these metrics. The committee selected: •Profit Metrics (50%): Includes Non-GAAP Operating Income and Non-GAAP Operating Margin, chosen to incentivize profitability and efficient management of expenses •Adjusted Free Cash Flow (25%): Ensures disciplined cash management and strengthens financial flexibility while mitigating volatility and timing impacts •Corporate Strategy (25%): Equally weighted across Net Debt, Consumer Net Revenue, and Data Center Market Share, selected to drive strategic focus areas critical for long-term market positioning and growth Fiscal 2026 LTI Design For fiscal 2026, the Compensation and Talent Committee designed the LTI to align with our long-term strategic objectives and drive sustainable stockholder value creation. The LTI sets Revenue and Earnings Per Share metrics, each weighted at 50% with payouts capped at 200%. Further, the committee adopted a three-year design using three consecutive one-year performance periods. This structure enables the committee to set challenging annual targets responsive to market conditions and industry cycles. Annual vesting percentages will be calculated separately and averaged at the end of the three-year cycle to determine the final vesting percentage, reinforcing sustained long-term performance over three-year periods. Fiscal 2026 LTI Awards The Compensation and Talent Committee granted the following LTI awards to our named executive officers in fiscal 2026, as part of our annual LTI program:
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| | Total LTI Target Grant Value ($) | LTI Vehicle Mix | | | Named Executive Officer | | PSUs | RSUs | | David V. Goeckeler | 16,250,000 | 75% | 25% | | Luis F. Visoso | 9,000,000 | 75% | 25% | | Alper Ilkbahar | 2,500,000 | 50% | 50% | | Bernard Shek | 1,750,000 | 50% | 50% |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| PG. 052 | 2025 PROXY STATEMENT | |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
Other Program Features and Policies Perquisites We provide our executive officers with only limited perquisites and other personal benefits, consisting principally of a $5,000 annual allowance for financial planning services (net of taxes). Our policy permits Mr. Goeckeler (in his capacity as CEO) to use private aircraft, in which we have a fractional ownership interest, for personal travel to maximize his business availability, productivity, and to take into account security considerations. Mr. Goeckeler is required to reimburse the company for the aggregate incremental cost incurred by the company in connection with any such personal use in excess of $250,000 per fiscal year. He is fully responsible for all personal income taxes associated with such personal usage. 401(k) Plan Benefits Our executive officers are eligible to participate in our 401(k) Plan. Eligible employees may contribute up to 85% of their annual cash compensation up to a maximum amount allowed by the Internal Revenue Code, and are also eligible for any matching contributions. Our executive officers participate in our 401(k) Plan on substantially the same terms as our other participating employees. We do not maintain any defined benefit or supplemental retirement plans for our executive officers. Deferred Compensation Opportunities Our executive officers who are subject to U.S. federal income taxes are eligible to participate in our Deferred Compensation Plan. Under the plan, participants can elect to defer certain compensation without regard to the tax code limitations applicable to tax-qualified plans. Severance Protections Our executive officers are eligible to participate in our Executive Severance Plan. Outside a change in control context, we view severance protections as only appropriate in the event the employment of an executive officer is involuntarily terminated without “cause.” Change in Control Protections To encourage our executive officers to remain employed during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our executive officers with additional severance protections under our change in control severance plan (the “Sandisk CIC Severance Plan”). Benefits under the Sandisk CIC Severance Plan require a “double-trigger” (a qualifying termination in connection with a change in control) for payment and the plan does not provide any tax gross-up payments for participants. Clawback Policy The Board of Directors adopted a compensation recovery (clawback) policy consistent with the requirements of Rule 10D-1 under the Exchange Act and Nasdaq Listing Standards, a copy of which is publicly filed with our 2025 Annual Report on Form 10-K. Employment Agreements WDC entered into an offer letter dated July 1, 2024 with our Chief Financial Officer, Mr. Visoso. The offer letter provided that Mr. Visoso’s employment with WDC would transfer to Sandisk in connection with the Separation. Our other executive officers are not currently party to an employment agreement with Sandisk. Misconduct Policies We maintain several policies relating to employee misconduct. In the event an executive officer’s employment is terminated for cause due to their misconduct or violation of company policy, among other reasons, they forfeit all outstanding incentives, including unearned or unvested LTI and STI awards. In addition, the executive officer would not be eligible for severance payments or benefits. Policies Prohibiting Hedging, Pledging and Short Sale or Derivative Transaction Our insider trading policy prohibits our executive officers (as well as our other employees and members of our Board of Directors) from engaging in hedging transactions or speculative transactions involving Sandisk’s securities and from pledging company securities. Prohibited transactions include hedging or monetization transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds that are designed to hedge or offset any decrease in the market value of Sandisk’s securities, shorts sales, transactions in derivative securities, such as publicly traded options, related to Sandisk’s securities and margining Sandisk’s securities in a margin account or otherwise pledging Sandisk securities as collateral for a loan. Executive Stock Ownership Guidelines We maintain executive stock ownership guidelines covering our executive officers, including our named executive officer, to help link the interests of our stockholders with those of our executive officers. The guidelines provide that each executive officer must achieve ownership of a number of “qualifying shares” with a market value equal to the specified multiple of the officer’s base salary in effect upon the date he or she first becomes subject to the guidelines shown below.
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| Position | Multiple | | CEO | 6 x Salary | | CFO | 3 x Salary | | Executive Vice Presidents | 2 x Salary | | Senior Vice Presidents | 1 x Salary |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
Each executive officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, RSUs, PSUs, and common stock beneficially owned by the executive officer all count towards the requirement but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. Equity Grant Timing Annual equity awards are generally made in late August or early September each year and the Compensation and Talent Committee may also consider and approve interim or mid-year grants from time to time based on business needs. We do not currently grant stock options to our employees. The committee does not take material non-public information into account when determining the timing and terms of LTI awards and has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| | EXECUTIVE COMPENSATION | PG. 053 |
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
Executive Compensation Tables and Narratives Fiscal 2025 Summary Compensation Table The following table presents information regarding compensation earned for fiscal 2025 by our named executive officers. You may find information regarding Mr. Goeckeler’s fiscal 2023, 2024, and 2025 pre-Separation compensation in WDC’s 2025 proxy statement.
PERFORMANCE-BASED LAUNCH GRANT PAYOUT TABLE
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David V. Goeckeler Chief Executive Officer | 2025 | 450,000 | 2,600,000 | 18,845,786 | 1,023,750 | — | 22,919,536 | | Luis F. Visoso Executive Vice President and Chief Financial Officer | 2025 | 285,577 | — | 7,067,118 | 584,719 | 6,542 | 7,943,956 | | Alper Ilkbahar Executive Vice President and Chief Technology Officer | 2025 | 213,462 | 862,500 | 2,944,652 | 298,904 | 6,404 | 4,325,921 | | Bernard Shek Chief Legal Officer and Secretary | 2025 | 144,231 | 682,500(6) | 1,168,034 | 152,654 | 3,606 | 2,151,025 |