David V. Goeckeler
About David V. Goeckeler
David V. Goeckeler, 63, is Chief Executive Officer and Chair of the Board of Sandisk (SNDK) and has served as CEO since February 2025 and as a director since January 2025, leading the company’s spin-off from Western Digital and repositioning as a standalone flash leader with a Board-led governance framework and lead independent director model post-separation . Fiscal 2025 (partial-year post-separation) results show revenue of $7,355 million vs. $6,663 million in FY2024 and a swing in non-GAAP operating income to $689 million from a ($309) million loss, while TSR for the period measured printed at 94 (vs. 100 base) and GAAP net loss was ($1,641) million (driven in part by a $1.8B goodwill impairment recorded in FY25) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sandisk Corporation | CEO and Chair of the Board | 2025–Present | Led post-separation stand-up, strategy, and governance as a standalone flash leader . |
| Western Digital Corporation | CEO | 2020–2025 | Positioned WDC to execute spin-off; oversaw separation culminating in Sandisk’s independent listing . |
| Cisco Systems, Inc. | EVP & GM, Networking and Security; previously SVP & GM | 2016–2020 | Scaled large global franchises across networking/security; senior technical and operating leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | Director | Current | Current public company directorship . |
| Western Digital Corporation | Director | Past 5 years | Prior public company board role while serving as CEO . |
Fixed Compensation
| Component | Detail | FY/Period | Amount/Terms |
|---|---|---|---|
| Base Salary | CEO base salary | FY2025 (annualized) | $1,300,000 . |
| Target Annual Bonus (STI) | % of base | FY2025 | 175% of base salary . |
| 2H FY2025 STI Corporate Funding | Committee negative discretion from modeled 139.9% metric funding to 90% corporate | 2H FY2025 | 90% corporate factor (150% Non-GAAP OI; 130% revenue; reduced given no profit) . |
| 2H FY2025 STI Payout | CEO payout | 2H FY2025 | $1,023,750 (90% of target); no individual modifier applied . |
| Perquisites | Financial planning; aircraft | Ongoing | $5,000/yr financial planning allowance; personal aircraft use permitted with reimbursement for costs >$250,000; taxes borne by CEO . |
Performance Compensation
Annual (STI) Design and Outcome (2H FY2025)
| Metric | Weight | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Non-GAAP Operating Income ($M) | 50% | 10 | 101 | 150% | Committee later used negative discretion; see corporate factor . |
| Revenue ($M) | 50% | 3,300 | 3,596 | 130% | Committee later used negative discretion; see corporate factor . |
| Corporate Performance Factor | Applies to all NEOs | — | — | 90% | Reduced to balance execution vs. lack of profit . |
| CEO Individual Modifier | CEO-specific | — | — | 0% | No individual modifier applied . |
Launch Grant PSUs (One-time, stock-price performance awards)
| Term | Detail |
|---|---|
| Rationale | Align executives immediately post-separation with multi-year stockholder value creation; non-recurring spin launch equity . |
| Grant Date / Performance Period / Vesting | May 9, 2025; March 3, 2025–February 24, 2028; cliff settlement at 2/24/2028 based on achieved tier(s) (90-trading-day averages) . |
| Starting Price Hurdle Base | $47.07 (5-day average following separation) . |
| Payout Schedule | 25%↑ ($58.84) → 50%; 50%↑ ($70.61) → 100%; 75%↑ ($82.37) → 200%; 100%↑ ($94.14) → 250%; 125%↑ ($105.91) → 300% . |
| CEO Target Grant Value | $12,000,000 (intended target value; accounting grant-date values differ) . |
| CEO Target/Threshold/Max PSUs | Target 317,965; Threshold 158,982; Maximum 953,895 PSUs . |
| Governance | Double-trigger CIC; clawback applies; settlement at end of period; interpolation and banking mechanics . |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Beneficial Ownership (9/5/2025) | 228,566 shares; <1% of shares outstanding . |
| Executive Ownership Guidelines | CEO: 6x salary; to be achieved within 3 years; RSUs/PSUs/common count; options excluded . |
| Compliance Status | All executive officers achieved stock ownership requirements per company disclosure . |
| Hedging/Pledging | Prohibited for executives and directors (anti-hedging/anti-pledging policy) . |
Key Unvested and Performance Awards (as of FY2025 year-end; $47.15 ref price)
| Award Type | Shares/Units (#) | Vesting/Performance Terms | Reference Value ($) |
|---|---|---|---|
| RSU (converted from WDC grant 8/21/2024) | 33,317 | 25% on first anniversary of WDC grant; then 6.25% quarterly until 4 years . | 1,570,897 . |
| RSU (converted from WDC grant 8/25/2023) | 28,488 | 25% on first anniversary; then 6.25% quarterly until 4 years . | 1,343,209 . |
| RSU (converted from WDC grant 8/25/2022) | 13,110 | Same quarterly schedule to 4 years . | 618,137 . |
| RSU (converted from WDC grant 8/27/2021) | 1,977 | Same quarterly schedule to 4 years . | 93,216 . |
| RSU (converted PSU vest) | 67,966 | Vests 8/20/2025 (time-based post-conversion) . | 3,204,597 . |
| RSU (converted PSU vest) | 97,238 | Vests 8/25/2026 (time-based post-conversion) . | 4,584,772 . |
| RSU (converted PSU vest) | 49,976 | Vests 8/21/2027 (time-based post-conversion) . | 2,356,368 . |
| PSUs – Launch Grant (Threshold) | 158,982 | Earned based on stock-price hurdles; settle 2/24/2028; trending 0% at FY2025 year-end . | 7,496,001 . |
- Insider selling pressure watch: Large single-date RSU vests (8/20/2025; 8/25/2026; 8/21/2027) along with ongoing quarterly vests could create episodic liquidity windows; pledging/hedging prohibited reduces alignment risk .
Employment Terms
Core Protections and Policies
- Clawback policy consistent with Rule 10D-1 and Nasdaq listing standards .
- Insider Trading Policy covers directors/officers; detailed in 10-K exhibit; prohibits transactions while aware of MNPI .
- Severance plans feature no tax gross-ups; double-trigger CIC; options repricing prohibited without shareholder approval (other than equitable adjustments) .
Severance Economics (Tier 1 – CEO)
| Scenario | Cash | Equity | Benefits | Other |
|---|---|---|---|---|
| CIC + Qualifying Termination | Lump sum 2x (base + target STI) | 100% vesting; performance awards at target (or as more favorable under CIC agreement) | COBRA value for 24 months | — . |
| Involuntary Termination (No CIC) | 24 months base salary | Pro-rata STI at target; PSUs pro-rated and vest based on actual performance; RSUs pro-rated | COBRA value for 18 months; 12 months outplacement | — . |
Illustrative Potential Payouts (Assuming termination on 6/27/2025; $47.15 share price)
| Component | CIC (No Termination; awards cashed out/not assumed) | CIC + Termination | Involuntary (No CIC) | Death |
|---|---|---|---|---|
| Cash Severance | — | 7,150,000 | 4,875,000 | — . |
| RSU Acceleration | 3,625,458 | 3,625,458 | 468,765 | 920,062 . |
| PSU Acceleration | 10,145,812 | 10,145,812 | 7,014,458 | 7,010,809 . |
| Benefits (COBRA) | — | 53,980 | 36,224 | — . |
| Outplacement | — | — | 3,200 | — . |
| Total | 13,771,270 | 20,975,251 | 12,397,647 | 7,934,520 . |
Board Governance
- Roles: CEO and Chair of the Board; Board intends to designate a new Lead Independent Director following the 2025 meeting (Massengill served as LID through the transition) .
- Independence: Goeckeler is not independent (executive); 6 of 7 nominees are independent; Board emphasizes independent oversight and executive sessions .
- Committees: Member of Executive Committee; sole director on Employee Awards Committee with limited delegated authority to approve equity/cash awards to eligible participants (governance flag to monitor as program matures) .
- Attendance: FY2025 Board and committee attendance averaged 100% during ~four months as a standalone company .
Director Service and Compensation Context
- Current external public board: ADP; company overboarding policy limits CEO to ≤2 public boards (including Sandisk) – in compliance .
- No additional director fees paid to CEO; director compensation applies only to non-employee directors .
Compensation Committee Analysis
- Committee: Ellyn J. Shook (Chair), Thomas Caulfield, Necip Sayiner; all independent; no interlocks .
- Independent Consultant: Pay Governance LLC; no conflicts; advised on metrics, launch grants, and peer group .
- Peer Group (FY2025 benchmarking): Amkor, Coherent, Intel, KLA, Lam, Logitech, Marvell, Microchip, Micron, NetApp, NXP, onsemi, Pure Storage, Qorvo, Roku, Skyworks, Teledyne .
- Program integrity: anti-hedging/pledging; robust clawback; double-trigger CIC; no gross-ups; no options repricing without shareholder approval .
Risk Indicators & Red Flags
- Combined CEO/Chair structure with Lead Independent Director mitigant; appropriate for post-separation agility but remains a governance factor to monitor for independence and succession planning .
- Pay-versus-performance optics: 2025 “compensation actually paid” to PEO of $40.8M vs. GAAP net loss ($1,641M) and TSR 94, though non-GAAP OI improved materially; investors may focus on launch grant valuation and rigor of hurdles .
- Goodwill impairment of $1.8B in FY2025 highlights execution and cycle risk in first year as standalone; non-GAAP add-back used in incentives warrants continued scrutiny .
- Separation-related transaction completion bonus to CEO ($2.6M) paid with 12-month clawback for voluntary departure – retention intent is clear; monitor for any future one-time awards .
- Hedging/pledging prohibited; strong ownership guidelines; no tax gross-ups; negative discretion applied to STI (signal of discipline after unprofitable 2H FY2025) .
Investment Implications
- Alignment: Launch PSUs are 100% performance-based with demanding, sustained 90-trading-day price hurdles up to +125%, tying a large portion of CEO upside to durable value creation; strong governance levers (clawback, no gross-ups, anti-hedge/pledge) support alignment .
- Retention vs. Overhang: Multi-year, back-end settled PSUs and sizable time-based conversions (with large single-date vests in 2025/2026/2027) reduce near-term exit risk but could create episodic supply overhang around key vest dates; monitor Form 4 activity near those dates .
- Governance Watch: Combined CEO/Chair with sole-director Employee Awards Committee authority merits ongoing oversight; Board’s move to reinforce lead independent leadership is a positive mitigant in a transitioning firm .
- Pay Discipline: Committee’s negative discretion on STI despite metric outperformance demonstrates willingness to align payouts with profitability reality; future Say-on-Pay reception will likely hinge on progress against FY2026 STI (profit, FCF, leverage, segment share) and three-year LTI (EPS/Revenue) designs .