Alper Ilkbahar
About Alper Ilkbahar
Alper Ilkbahar, 58, has served as Executive Vice President and Chief Technology Officer of Sandisk (SNDK) since March 2025, after leading global strategy and technology at Western Digital and previously heading Intel’s Optane Group; he earlier ran several business units at the prior SanDisk Corporation, holds an EE B.S. (Boğaziçi University), EE M.S. (University of Michigan), and an MBA (Wharton), and has 50+ semiconductor patents . Company performance in FY 2025: Revenue $7,355 million*, EBITDA $670 million*, Net Income $(1,641) million*, with 2025 TSR of ~94 vs PHLX Semiconductor Index ~108 *. As CTO, he leads NAND technology roadmaps (e.g., high-bandwidth flash) central to SNDK’s AI/data center positioning .
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sandisk (prior SanDisk Corporation) | VP & GM, multiple business units | 2006–2016 | Drove product leadership and BU execution in flash memory |
| Intel Corporation | VP, Data Center Group; GM, Intel Optane Group | 2016–2022 | Led next‑gen persistent memory initiatives for data centers |
| Western Digital | SVP, Global Strategy & Technology | 2022–Feb 2025 | Orchestrated flash strategy; supported spin-off readiness of Sandisk |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Semiconductor Alliance | Board Member | Current | Industry leadership, ecosystem connectivity, standards engagement |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| FY2025 Base Salary (annualized at period end) | $625,000 | Raised from $575,000 effective March 10, 2025 upon promotion to EVP & CTO |
| FY2025 Total Compensation | $4,325,921 | Salary $213,462; Bonus $862,500; Stock Awards $2,944,652; STI $298,904; Other $6,404 |
| FY2025 Transaction Completion Award | 18× monthly base | Cash award funded by WDC; subject to 12‑month clawback upon voluntary termination |
Performance Compensation
| Program | Metric | Weight | Target | Actual | Payout | Design/Vesting |
|---|---|---|---|---|---|---|
| 2H FY2025 STI | Non‑GAAP Operating Income | 50% | $10M | $101M | 150% component → lowered to 90% corporate via negative discretion | Cash; individual modifier applied |
| 2H FY2025 STI | Revenue | 50% | $3,300M | $3,596M | 130% component → lowered to 90% corporate via negative discretion | Cash; individual modifier applied |
| 2H FY2025 STI | Individual Modifier (Ilkbahar) | — | — | — | +10% | Recognized NAND leadership and roadmap execution |
| Performance‑Based Launch Grant (PSUs) | Stock Price Hurdles (90‑day avg) | 100% | $58.84 (+25%)=50% payout; $70.61 (+50%)=100%; $82.37 (+75%)=200%; $94.14 (+100%)=250%; $105.91 (+125%)=300% | — | 0–300% of target PSUs | Granted 5/9/25; performance period 3/3/25–2/24/28; settle 2/24/28 |
| FY2026 STI Design | Profit (Non‑GAAP Op Inc & Margin) | 50% | Committee‑set | — | Capped by plan | Adds Adjusted FCF (25%) and strategy KPIs (Net Debt, Consumer Net Revenue, DC Market Share, 25%) |
| FY2026 LTI (Ilkbahar) | PSUs (Revenue/EPS, each 50%) | 50% of $2.5M | Annual targets | — | Up to 200% cap; averaged over 3 one‑year periods | RSUs 50%; three‑year design, annual performance periods |
FY2025 Grants of Plan-Based Awards (Ilkbahar)
| Award | Grant Date | Threshold (#) | Target (#) | Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Launch Grant PSUs | 5/9/2025 | 24,841 | 49,682 | 149,046 | $2,944,652 |
FY2025 STI Payout (Ilkbahar)
| Corporate Payout % | Individual Modifier | STI Payout (% of Target) | STI Payout ($) |
|---|---|---|---|
| 90% | +10% | 99% | $298,904 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,808 shares; less than 1% of outstanding |
| Unvested RSUs (key lines) | 10,315 (WDC 8/21/2024 grant; 25% at 1st anniversary then 6.25% quarterly to year 4) ; 11,869 (WDC 8/25/2023 grant; similar 25%/6.25% quarterly to year 4) ; 4,542 (WDC 4/20/2024 grant; 40% at 1st anniversary, 60% at 2nd) ; 1,886 (converted PSU → time‑based RSU; vests 8/20/2025) ; 1,637 (WDC 8/20/2022 grant; 25% at 1st anniversary then 6.25% quarterly to year 4) |
| Unvested PSUs (Launch) | 24,841 PSUs shown at threshold; trending 0% as of FY2025 year end (performance not yet met) |
| Ownership Guidelines | EVP requirement: 2× salary; must reach within 3 years; counting common stock, RSUs, PSUs; stock options excluded |
| Hedging/Pledging | Prohibited for executives; includes derivatives, short sales, margining, pledging as collateral |
| Compliance | “All executive officers achieved stock ownership requirements” |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Executives (other than CFO’s pre‑separation offer letter) are not currently party to Sandisk employment agreements |
| Clawback | Policy adopted per Rule 10D‑1/Nasdaq; publicly filed with 2025 10‑K |
| Severance (No CIC) | Tier 1: 24× monthly base salary; earned STI plus pro‑rata STI at target; PSUs prorated to actual performance; prorated RSUs; 18 months COBRA; 12 months outplacement |
| Change‑in‑Control (Double Trigger) | Tier 1: 2× (base + target STI) + earned STI; 100% vesting of unvested equity at target if performance period not ended; 24 months COBRA; no tax gross‑ups |
| Potential Payments (as of 6/27/2025) | Involuntary (No CIC): $2,228,608 total; CIC w/ termination: $4,013,779; CIC (awards not assumed, no termination): $1,426,327; Qualified retirement: $88,595; Death: $429,937 |
Additional Quantitative Detail
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD Millions) | 6,086* | 6,663* | 7,355* |
| EBITDA ($USD Millions) | (847)* | (256)* | 670* |
| Net Income ($USD Millions) | (2,143)* | (672)* | (1,641)* |
Values retrieved from S&P Global.*
Investment Implications
- Pay-for-performance is pronounced: 2H FY2025 STI tied equally to revenue and non‑GAAP operating income, with board discretion reducing payout to reflect lack of GAAP profitability; Ilkbahar’s total STI payout at 99% reflects targeted recognition for technology execution .
- Significant long‑term alignment via launch PSUs: multi‑year, stock price hurdles up to +125% requiring sustained 90‑day averages; settlement in 2028 drives retention and could create future selling pressure if large tranches vest, but governance includes clawback and double‑trigger CIC, limiting windfalls .
- Ownership skin‑in‑the‑game is modest in % terms (<1%), but executive ownership guidelines (2× salary for EVPs) are in force and met; strict anti‑hedging/pledging policies reduce misalignment risk .
- Severance economics are standard for Tier 1 (2× base+bonus in CIC; 24 months base outside CIC) with pro‑rata performance treatment on PSUs—balanced retention without tax gross‑ups; potential payments for Ilkbahar appear reasonable relative to role seniority .
- Execution track record spans SanDisk product leadership, Intel data center memory, and WDC flash strategy—skillset directly relevant to SNDK’s AI/data center roadmap; FY2025 revenue up YoY with positive EBITDA*, supporting the choice of profitability/cash metrics in FY2026 incentives *.