Sandisk Corp

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.

Our Director Nominees

Miyuki Suzuki, 65Former president, Asia Pacific, Japan and China. Cisco Systems, Inc.Director Since: 2025Other Current PublicDirectorships: Twilio Inc. and Mitsubishi UFJ Financial Group Inc. (“MUFG”).Committee Membership:

Board Nominee Highlights

** 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.