Sandisk Corp

Board Structure

Board Leadership Structure

CURRENT LEADERSHIP STRUCTURE

Our Board of Directors does not have a policy with respect to whether the roles of Chair of the Board and CEO should be separate and, if they are to be separate, whether our Chair of the Board should be selected from our non-employee directors or should be an employee. Our Board believes the Board’s leadership structure at any point in time should be based upon an assessment of the needs of our Board and our company at the time after giving consideration to, among other things, our business plans, strategic opportunities and succession planning priorities. Our Board also considers the views of stockholders, including as it relates to director independence, as well as corporate governance and industry trends.

We currently do not separate the roles of CEO and Chair of the Board, with Mr. Goeckeler currently serving as both CEO and Chair of the Board. Our Board believes this is the appropriate leadership for our company post-Separation, because it allows for faster decision-making and efficiency, promotes unified leadership and clear accountability, and reinforces deep operational knowledge.

Our Corporate Governance Guidelines provide that our Board will appoint a Lead Independent Director if our Chair of the Board is not an independent director under the Nasdaq Stock Market listing standards or if our Board otherwise deems it appropriate. Since Mr. Goeckeler is our CEO and therefore not considered independent under the Nasdaq Stock Market listing standards, Mr. Massengill currently serves as our Lead Independent Director. Once Mr. Massengill’s service ends, our Board intends to appoint a new Lead Independent Director. Our Lead Independent Director plays an important role in maintaining effective independent oversight of our company. During his tenure, Mr. Massengill’s strong leadership skills, significant public company board experience, contributions to the Separation, and service as the Governance Committee Chair qualified him to serve as our Lead Independent Director.

The responsibilities of our Chair of the Board and our Lead Independent Director are summarized in the following table:

Chair of the Board

•Leads our Board of Directors in overseeing the management and direction of our company•Calls meetings of our Board and stockholders•Chairs meetings of our Board and the annual meeting of stockholders•Establishes Board meeting schedules and agendas•Calls executive sessions of our independent directors•Engages in discussions with members of our management and our Board, as appropriate•Engages in discussions with our stockholders and other stakeholders on relevant matters, as appropriate•Communicates with all directors on key issues and concerns outside of Board meetings

Lead Independent Director

•Acts as a liaison between our independent directors and management•Assists our Chair of the Board in establishing the agenda for Board meetings•Coordinates the agenda for and chairs the executive sessions of the independent directors•Presides at the meetings of our Board of Directors in the absence of our Chair of the Board•Be available for engagement with stockholders, as appropriate•Performs such other duties as may be specified by our Board of Directors from time to time

While our Chair of the Board and Lead Independent Director have authority to establish Board meeting agendas, propose actions for approval and represent the interests of our company and our Board in discussions with management and our stockholders, any specific actions taken in connection with these matters are exercised by our full Board or any Board committee to which authority has been delegated, and not by any individual director.

Executive Sessions

All members of our Board of Directors, other than our CEO, are independent. In connection with our efforts to support that our independent directors are not inappropriately influenced by management, the independent directors typically meet without management in executive sessions led by our Lead Independent Director in conjunction with each regularly scheduled meeting of our Board, and otherwise as deemed necessary by our other independent directors. At these executive sessions, our independent directors review, among other things, our strategy, financial performance, management effectiveness and succession planning. Our Chairs of each of the Board committees also lead regular executive sessions of each of the Board committees. These executive sessions allow independent directors to speak candidly on any matter of interest, without members of management present.

Committees

Our Board of Directors has standing Audit, Compensation and Talent, Governance and Executive Committees. Each of the standing committees operates pursuant to a written charter that is available on our website under “Governance” at investor.sandisk.com. Our Board has affirmatively determined that all members of the Audit, Compensation and Talent and Governance Committees are independent as defined under the listing standards of the Nasdaq Stock Market and applicable SEC rules.

Audit Committee

Meetings Held in Fiscal 2025: 4

Committee Report: page 66

•Directly responsible for appointing, compensating and overseeing independent accountants, with input from management

•Pre-approve all audit and non-audit services provided by our independent accountants

•Review annual and quarterly financial statements

•Review adequacy of accounting and financial personnel resources

•Oversee and appoint our chief audit executive and review our internal audit plan and internal controls

•Review and discuss with management risk assessment and enterprise risk management policies, including risks related to financial reporting, accounting, internal controls, fraud, capital structure, legal and regulatory compliance and cybersecurity

•Review and discuss with management the implementation of legal and regulatory requirements regarding public disclosure of topics covered by our corporate responsibility and sustainability programs and related controls and procedures

•Oversee ethics and compliance program

Our Board has affirmatively determined that each member is an “audit committee financial expert” as defined by rules of the SEC.

(1)Ms. Alexy has not been nominated for reelection at the Annual Meeting and her term of service will end immediately prior to the Annual Meeting. Our Board intends to appoint a third member and a new chair of the Audit Committee.

Compensation and Talent Committee

Meetings Held in Fiscal 2025:3

Committee Report: page 37

•Evaluate and approve senior leadership compensation

•Review our people programs and initiatives, including talent attraction, engagement, and retention

•Review and make recommendations on non-employee director compensation

•Review and approve corporate goals and objectives for our CEO’s and other officers’ compensation and evaluate our CEO’s and other officers’ performance in light of those goals and objectives

•Oversee incentive and equity-based compensation plans and other employee benefits

•Review and recommend changes to benefit plans requiring Board approval

•Review, approve, oversee and administer our compensation recovery (clawback) policy applicable to executive officers

•Review and approve our stock ownership guidelines applicable to executive officers

•Oversee the CEO succession plan and senior leadership development program

Governance Committee

Meetings Held in Fiscal 2025: 2

•Develop and recommend a set of corporate governance principles

•Evaluate and recommend the size and composition of our Board and committees and functions of committees

•Develop and recommend Board membership criteria

•Identify, evaluate and recommend director candidates

•Review corporate governance issues and practices

•Review directorships in other companies held by or offered to directors and executive officers

•Manage the annual Board and committee evaluation process

•Assist our Board in overseeing corporate responsibility and sustainability policies and programs and public reporting

•Review and oversee responses regarding stockholder proposals relating to corporate governance, corporate responsibility or sustainability matters

•Oversee our political and lobbying strategy, activities and expenditures

(1)Mr. Massengill has not been nominated for reelection at the Annual Meeting and his term of service will end immediately prior to the Annual Meeting. Our Board intends to appoint a third member and a new chair of the Governance Committee.

Executive Committee

Meetings Held in Fiscal 2025:0

•Has powers of our Board in management of our business affairs in between meetings of our Board, subject to applicable law or the rules and regulations of the SEC or the Nasdaq Stock Market and specific directions given by our Board

(1)Ms. Alexy and Mr. Massengill have not been nominated for reelection at the Annual Meeting and their terms of service will end immediately prior to the Annual Meeting. Our Board intends to appoint one or more additional members of the Executive Committee.

Employee Awards Committee

Our Board of Directors has also established an Employee Awards Committee as a Board committee with limited delegated authority to approve and establish the terms of equity and cash awards granted to eligible participants. Mr. Goeckeler is currently the sole director serving on the committee.