Bernard Shek
Chief Legal Officer and Secretary at SNDK
Executive
About Bernard Shek
Bernard Shek, 52, is Chief Legal Officer and Secretary of Sandisk (SNDK) since February 2025, following senior legal leadership roles at Western Digital and the prior SanDisk Corporation . He holds a J.D. (cum laude) from the University of California, College of the Law, San Francisco (UC Hastings), and a B.A. from the University of California, Berkeley . Company-level incentive design under his tenure emphasizes stock price-linked PSUs (Launch Grants) requiring sustained, exceptional stock appreciation, and FY26 LTI metrics of revenue and EPS equally weighted—indicating a compensation framework tightly aligned to total shareholder return and financial performance . RSUs generally vest over four years and PSUs over three years, with corporate policy prohibiting hedging and pledging, reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Digital | Senior Vice President & Deputy General Counsel | Oct 2023–Feb 2025 | Led legal through separation; cross-border regulatory and trade compliance |
| Western Digital | Vice President & Deputy General Counsel | 2018–Oct 2023 | Corporate legal leadership; governance and transactions |
| Prior SanDisk Corporation | Senior Director & Vice President, Litigation | 2011–2016 | Managed complex IP and commercial litigation |
External Roles
No external public-company board or committee roles disclosed in the proxy; none noted on Sandisk’s leadership page .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Base Salary | $144,231 | Partial-year from Separation (Feb 21, 2025) through FY-end |
| Transaction Completion Award (cash) | $682,500 | WDC-approved transitional bonus with one-year clawback |
| Separation Cash Bonus (additional) | $200,000 | 40% paid by WDC near Oct 1, 2024; 60% paid by Sandisk near Mar 1, 2025 |
| 2H FY2025 STI Payout (cash) | $152,654 | Corporate performance 90% with +5% individual modifier (95% of target) |
| 2H FY2025 STI Target (reference) | $161,539 | Plan-based award target level |
Performance Compensation
FY2026 Long-Term Incentive (LTI) Design
- Metrics: Revenue (50%), EPS (50%); payouts capped at 200%; three-year design using three consecutive one-year performance periods with averaging at the end of year 3 .
- Shek FY2026 LTI target grant value: $1,750,000; vehicle mix 50% PSUs / 50% RSUs .
Performance-Based Launch Grants (PSUs)
| Metric/Term | Detail |
|---|---|
| Grant Date | May 9, 2025 |
| Performance Period | Mar 3, 2025 – Feb 24, 2028; earned PSUs settle at period end |
| Stock Price Hurdles (90-day avg) | $58.84 (+25% → 50% of target), $70.61 (+50% → 100%), $82.37 (+75% → 200%), $94.14 (+100% → 250%), $105.91 (+125% → 300%) |
| Shek Target/Range | Threshold 9,853; Target 19,707; Max 59,121 PSUs |
| Grant Date Fair Value (probable outcome) | $1,168,034 |
2H FY2025 Executive STI Program
| Metric | Weighting | Target | Actual Payout % | Actual Payout $ |
|---|---|---|---|---|
| Corporate performance (company) | Not disclosed | $161,539 | 90% + 5% individual modifier = 95% | $152,654 |
FY2025 Vesting/Realization
| Item | Count/Value |
|---|---|
| Stock awards vested (shares acquired) | 2,466 |
| Value realized on vesting | $112,259 |
| Stock options exercised | None in FY2025; company not currently granting options |
Equity Ownership & Alignment
Beneficial Ownership (as of Sept 5, 2025)
| Holder | Shares | % of Class |
|---|---|---|
| Bernard Shek | 7,473 | <1% |
- Ownership guideline: Senior Vice Presidents must hold 1x salary in qualifying shares within three years; RSUs, PSUs, and directly owned shares count; options do not . Compliance status not disclosed.
- Hedging/pledging/short sales: Prohibited for executives (including pledging as collateral) .
Outstanding Equity Awards at FY2025 Year-End (Market price $47.15 on June 27, 2025)
| Award Type | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| RSU | 2/21/2025 | 3,459 | $163,092 |
| RSU | 2/21/2025 | 3,834 | $180,773 |
| RSU | 2/21/2025 | 1,296 | $61,106 |
| RSU | 2/21/2025 | 1,657 | $78,128 |
| RSU | 2/21/2025 | 1,107 | $52,195 |
| RSU/Dividend equivalents | — | 336 | $15,842 |
| RSU/Dividend equivalents | — | 158 | $7,450 |
| PSU (Launch Grant) | 5/9/2025 | 9,853 (unearned) | $464,569 |
- RSU total unvested market value: $558,586; matches RSU acceleration value under severance scenarios .
- Vesting norms: RSUs typically vest over 4 years; PSUs over 3 years; earned PSUs from Launch Grants settle at the end of the performance period .
Employment Terms
| Scenario (as of June 27, 2025; stock $47.15) | Cash Severance | RSU Acceleration | PSU Acceleration | Benefits (COBRA) | Outplacement | Total |
|---|---|---|---|---|---|---|
| Change in Control (No Termination; awards not assumed) | — | $558,586 | — | — | — | $558,586 |
| Change in Control + Termination (Without Cause/For Good Reason) | $1,530,000 | $558,586 | — | $77,828 | — | $2,166,414 |
| Involuntary Termination (No CIC) | $1,190,000 | $73,554 | — | $52,226 | $3,200 | $1,318,980 |
| Death | — | $120,445 | — | — | — | $120,445 |
- CIC severance plan: Double-trigger required; 2x base salary + target STI; 100% vesting of unvested equity; 24 months COBRA premium lump sum; no tax gross-ups .
- Executive Severance Plan (non-CIC): Benefits apply to involuntary terminations without cause .
- Clawback policy: Adopted consistent with SEC Rule 10D-1 and Nasdaq listing standards .
- Employment agreements: Shek is not party to a Sandisk employment agreement .
Performance & Track Record
- FY2025 STI individual modifier: +5% recognizing strong execution in the Separation, establishing Sandisk’s legal function, managing cross-border regulatory/trade compliance, litigation, and government inquiries—driving operational readiness post-spin .
- Compensation committee oversight: Independent committee members (Ellyn J. Shook, Necip Sayiner, Thomas Caulfield) reviewed CD&A; program evolution targets value creation post-Separation .
Compensation Structure Analysis
- Transition awards and STI: FY2025 cash awards included WDC-funded Transaction Completion Award ($682,500) and a separate $200,000 separation bonus; 2H FY2025 STI paid near-target (95%)—cash mix elevated in spin-off year .
- Shift to performance equity: FY2026 LTI ties awards to Revenue/EPS with 75–50% PSUs mix depending on role; Launch Grants are 100% stock price-conditioned PSUs requiring sustained TSR, indicating high at-risk pay and strong shareholder alignment .
- Options: Company does not currently grant options; no FY2025 option exercises—reduces repricing risk .
- Clawbacks and hedging/pledging prohibitions: Strengthen pay-for-performance and alignment; no tax gross-ups on CIC benefits .
Equity Ownership Guidelines
| Position | Multiple of Salary | Compliance Period |
|---|---|---|
| Senior Vice President (Shek) | 1x salary | 3 years from guideline applicability |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment and leverage risk .
- Tax gross-ups: Not provided under CIC plan—shareholder-friendly .
- Option repricing: None, and options not currently granted .
- Related party transactions: Not disclosed for Shek in proxy excerpts; none indicated .
Expertise & Qualifications
- Legal education: J.D., UC Hastings (cum laude); B.A., UC Berkeley .
- Technical/legal expertise: Commercial and patent litigation, IP, regulatory compliance; leadership across corporate and litigation functions .
Employment & Contracts
- Start date in current role: February 2025 (CLO & Secretary) .
- Contract: No Sandisk employment agreement; protections via Executive Severance and CIC Severance Plans .
- Non-compete/non-solicit/garden leave: Not specifically disclosed in cited materials; misconduct policies forfeit incentives .
Investment Implications
- Retention risk appears moderate: Significant unvested RSUs (~$558.6k market value) and long-dated Launch Grant PSUs (vesting Feb 2028) incentivize continued service; CIC severance is meaningful but requires double-trigger, mitigating abrupt departure risk .
- Alignment is strong: Prohibitions on hedging/pledging, clawbacks, and performance equity tied to sustained stock price and FY26 financial metrics (Revenue/EPS) sharpen pay-for-performance and reduce governance red flags .
- Near-term selling pressure: RSU vesting cadence (4-year norm) could create periodic supply; FY2025 vesting already occurred (2,466 shares, $112k) but options are absent, limiting additional mechanical selling .
- Program evolution signals confidence: The committee’s FY26 LTI redesign and Launch Grants require durable execution and stock performance, aligning legal leadership’s incentives with shareholder value creation through the cycle .