Sandisk Corp

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: