Sandisk Corp
For the period ended Nov 18, 2025. Filed Oct 7, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 18, 2025 · Filed Oct 7, 2025
Contents
Pay Versus Performance
| EXECUTIVE COMPENSATION | PG. 059 |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” (as computed in accordance with SEC rules) and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, please see the section entitled “Compensation Discussion and Analysis” beginning on page 38.
The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the “Fiscal 2025 Summary Compensation Table” above; (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K under the Exchange Act; (iii) certain financial performance measures; and (iv) the relationship between the “compensation actually paid” to those financial performance measures.
| Value of Initial Fixed$100 InvestmentBased on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| FiscalYear | SummaryCompensationTable Total forPEO($)(1) | CompensationActually Paid toPEO($)(2) | AverageSummaryCompensationTable for OtherNEOs($)(1) | AverageCompensationActually Paid toOther NEOs($)(2) | SandiskTSR($)(3) | PHLXSemiconductorSector Total ReturnIndex($)(4) | Net Income(in millions)($)(5) | Revenue(in millions)($)(6) |
| 2025 | 22,919,536 | 40,783,700 | 4,802,826 | 8,503,714 | 94 | 108 | (1,641) | 7,355 |
(1)The PEO was Mr. Goeckeler for fiscal year 2025. The Other NEOs were: Messrs. Visoso, Ilkbahar, and Shek. The dollar amounts reported are the amounts reported for the PEO, or the average of the amounts reported for the Other NEOs, in the “Total” column in our applicable Summary Compensation Table.
(2)The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the “compensation actually paid” amounts from the Summary Compensation Table. The Summary Compensation Table amounts and the “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our executives, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. As reflected in the table below, pursuant to the applicable rules, the amounts in the “Stock Awards” column in the applicable Summary Compensation Table are subtracted from the amounts in the “Total” column and the values reflected in the table below are added or subtracted, as applicable.
| PEO($) | Other NEOs($) | |
|---|---|---|
| Summary Compensation Table Total ($)(a) | 22,919,536 | 4,802,826 |
| (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (18,845,786) | (3,726,601) |
| (Minus): Change in Pension Value | — | — |
| Plus: Pension Service Cost and Associated Prior Service Cost | — | — |
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 27,885,531 | 5,514,138 |
| Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 9,010,714 | 2,024,875 |
| Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — |
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (186,295) | (111,523) |
| (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — |
| Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — |
| “Compensation Actually Paid” Amounts (as calculated) | 40,783,700 | 8,503,714 |
(a)Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. The amounts shown with respect to our Other NEOs are the average amounts for such Other NEOs, as a group.
(3)TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between our share price at the end of each fiscal year shown and the beginning of the measurement period by (b) our share price at the beginning of the measurement period.
(4)The peer group used for this purpose is the PHLX Semiconductor Sector Total Return Index.
(5)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. The net income amounts for fiscal years 2022 and 2023 have been updated to reflect the revised amounts, as a result of the restatement of previously reported financial information to certain errors we identified during fiscal 2024 as described in the section entitled “Compensation Recovery Determination” above.
(6)The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year.
| PG. 060 | 2025 PROXY STATEMENT |
|---|
Financial Performance Measures
As described in greater detail under “Compensation Discussion and Analysis,” the metrics that we use for our 2H Fiscal 2025 STI program were selected to incentivize our named executive officers to create value for our stockholders. The most important financial performance measures used to link executive compensation actually paid to our named executive officers to our company’s performance for 2H Fiscal 2025 are as follows:
Revenue
Non-GAAP Operating Income
Description of Certain Relationships between Information Presented in the Pay versus Performance Table
As described in greater detail under “Compensation Discussion and Analysis,” our executive compensation programs reflect strong pay-for-performance alignment. A significant portion of our 2H Fiscal 2025 target compensation awarded to our named executive officers was at-risk, contingent on both company and individual performance against rigorous goals set under our Executive STI plan and Launch Grants.
While we utilize several performance measures to align executive compensation with our performance, all those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
2025 CAP to our PEO of $40.8 million is higher than the Summary Compensation Table figure of $22.9 million, and the average CAP for our Other NEOs of $8.5 million is higher than the Summary Compensation Table average of $4.8 million. Net loss for 2025 was $1,641 million and Revenue for 2025 was $7,355 million.
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