Luis F. Visoso
Executive Vice President and Chief Financial Officer at SNDK
Executive
About Luis F. Visoso
Luis F. Visoso, 56, has served as Sandisk’s Executive Vice President and Chief Financial Officer since February 2025, following leadership roles at Western Digital (EVP & Chief Administrative Officer), Unity Software (CFO), Palo Alto Networks (CFO), Amazon (including CFO of AWS), Cisco, and Procter & Gamble . Sandisk reported strong year-over-year improvements in revenue and non-GAAP operating income in fiscal 2025 (which includes pre-separation flash business data), reflecting disciplined execution post-separation; executive pay philosophy emphasizes pay-for-performance and stockholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Western Digital Corporation | EVP & Chief Administrative Officer | Jul 2024 – Feb 2025 | Led administrative functions and supported separation execution into Sandisk . |
| Unity Software Inc. | EVP & Chief Financial Officer; SVP & CFO | Apr 2021 – Jul 2024 (SVP→EVP Mar 2023) | Guided finance amid platform transition and public markets scrutiny . |
| Palo Alto Networks | Chief Financial Officer | Jul 2020 – Mar 2021 | Drove finance through growth and product expansion in cybersecurity . |
| Amazon.com, Inc. | Various finance roles; CFO of AWS | Dec 2018 – Jul 2020 | Led AWS finance, scaling cloud economics and operations . |
| Cisco Systems, Inc.; Procter & Gamble | Various finance roles | 1993 – 2018 | Progressive finance leadership across large-scale tech and consumer companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company board roles disclosed for Visoso in executive officer bios . |
Fixed Compensation
| Component | Fiscal 2025 Level | Notes |
|---|---|---|
| Base Salary (annualized) | $825,000 | Set by WDC pre-separation; effective at FY25 end . |
| Annual Target STI (% of salary) | 150% | Retained post-separation; corporate metrics set by Sandisk committee . |
| 2H FY25 STI Corporate Funding | 90% of target | Committee applied negative discretion vs. 139.9% calculated funding . |
| 2H FY25 STI Individual Modifier | +5% | CFO recognized for supply allocation and pricing strategy leadership . |
| 2H FY25 STI Payout | $584,719; 95% of target | Reflects 90% corporate +5% individual . |
Performance Compensation
Short-Term Incentive (2H Fiscal 2025) Design and Outcomes
| Metric | Weighting | Target | Actual | Funding |
|---|---|---|---|---|
| Non-GAAP Operating Income ($M) | 50% | $10 | $101 | 150% (pre-discretion) . |
| Revenue ($M) | 50% | $3,300 | $3,596 | 130% (pre-discretion) . |
| Corporate Component | — | — | — | Reduced to 90% via negative discretion . |
| Individual Modifier (Visoso) | — | — | — | +5% applied . |
Launch PSUs Granted Post-Separation
| Attribute | Details |
|---|---|
| Grant Date | May 9, 2025 . |
| Performance Period | Mar 3, 2025 – Feb 24, 2028; paid at end of period . |
| Payout Hurdles (90-trading-day avg stock price) | 25%↑=$58.84→50%; 50%↑=$70.61→100%; 75%↑=$82.37→200%; 100%↑=$94.14→250%; 125%↑=$105.91→300% . |
| Visoso Target Grant Value | $4,500,000 . |
| Visoso PSU Counts | Threshold 59,618; Target 119,236; Max 357,708 . |
| Vesting | Earned PSUs settle on Feb 24, 2028; service requirement; clawback applies . |
Fiscal 2026 LTI Program (Annual)
| Executive | Total LTI Target Value | Mix (PSUs/RSUs) | Design Notes |
|---|---|---|---|
| Luis F. Visoso | $9,000,000 | 75% / 25% | 3-year design with three 1-year performance periods; metrics: Revenue (50%) and EPS (50%); payouts capped at 200% . |
Equity Ownership & Alignment
| Holding Type | Units | Market/Payout Value Basis | Vesting/Terms |
|---|---|---|---|
| RSUs (award 1 converted from WDC) | 51,258 | $2,416,815 (at $47.15 close, 6/27/25) | 50% each on first/second anniversaries of Aug 20, 2024 WDC grant (10). |
| RSUs (award 2 converted from WDC) | 103,487 | $4,879,412 (at $47.15) | Vests per original WDC terms; see conversion schedule (10). |
| Launch PSUs (threshold display) | 59,618 | $2,810,989 (threshold display; trending performance 0% at FY25-end) (9). | |
| Stock Awards Vested in FY25 | — | — | No shares acquired on vesting for Visoso in FY25 . |
- Executive stock ownership guidelines: CFO must hold qualifying shares equal to 3x salary within three years; RSUs/PSUs count; options excluded . Company states all executive officers achieved stock ownership requirements .
- Hedging/pledging prohibited; short sales and derivatives not permitted .
Employment Terms
| Term | Provision | Economics / Illustrative Values |
|---|---|---|
| Employment Origin/Start | Offer letter dated July 1, 2024 at WDC; employment transferred to Sandisk at separation; CFO since Feb 2025 . | — |
| Severance (No CIC) | Executive Severance Plan (Tier 1): 24 months base salary; pro rata STI at target; prorated RSU vesting; PSUs prorated to actual; 18 months COBRA; 12 months outplacement; release required; no duplication with CIC plan . | Illustrative total for Visoso: $5,516,663 (includes cash severance $2,887,500; RSU accel $2,596,645; COBRA $29,318; outplacement $3,200) . |
| Change-in-Control (Double Trigger) | CIC Severance Plan (Tier 1): 2x (base + target STI, higher of pre-CIC or notice date); 100% vesting of unvested equity at target for performance awards; 24 months COBRA; no tax gross-ups . | Illustrative total for Visoso: $11,464,916 (cash severance $4,125,000; RSU accel $7,296,227; COBRA $43,689) . |
| CIC (Awards Not Assumed; No Termination) | If awards terminated in transaction and not assumed/substituted; estimated equity acceleration only (1). | Visoso equity accel: $7,296,227 . |
| Death Benefits | 50% RSU acceleration; pro rata STI; WDC legacy award death terms apply per conversion . | Visoso total: $3,290,976 (equity only shown) . |
| Clawback | Adopted policy consistent with Rule 10D-1 and Nasdaq; filed with 2025 10-K . | Applies to incentive compensation. |
| Misconduct/For Cause | Forfeiture of unearned/unvested STI/LTI; no severance eligibility . | — |
| Non-compete/Non-solicit | Not specifically disclosed in proxy; general misconduct and policies outlined . | — |
Performance Compensation Details (Design Clarity)
| Element | Metric | Weight | Targeting Approach | Payout Mechanics |
|---|---|---|---|---|
| 2H FY25 STI | Non-GAAP Op Income | 50% | Targets set Mar 2025; balanced near-term profitability . | 0–150% per metric; corporate funding reduced to 90% via discretion; ±25% individual modifier . |
| 2H FY25 STI | Revenue | 50% | Targets to drive top-line stabilization . | Same as above . |
| FY26 STI | Profit metrics (Non-GAAP OI, OI margin), Adjusted FCF, Corporate strategy (Net Debt, Consumer Net Revenue, Data Center Market Share) | 50%, 25%, 25% | Reflects investor feedback and strategic priorities post-separation . | Standard payout curves; details in FY26 program . |
| FY26 LTI | Revenue, EPS (3 one-year periods averaged) | 50% / 50% | Three consecutive annual targets responsive to cycles . | Payouts capped at 200% . |
| Launch PSUs | Stock price hurdles | 100% | Sustained 90-day VWAP hurdles vs. $47.07 baseline . | 0–300% payout; settle at end of period . |
Related Party Transactions and Governance Notes
- A child of Luis Visoso is employed by Sandisk in technical product management with total target compensation under $250,000; transactions reviewed under Related Person Transaction Policy .
- Compensation and Talent Committee is fully independent; consultant Pay Governance engaged for benchmarking and design; peer group of 17 tech/semiconductor/storage companies used for FY25 .
Investment Implications
- High at-risk equity with rigorous launch PSUs tied to 25–125% sustained stock price appreciation over 3 years materially aligns CFO incentives with stockholder TSR; no payout without significant appreciation, indicating management confidence but limiting near-term windfalls .
- Severance economics are sizable under double-trigger CIC (~$11.5M for CFO) with full equity vesting at target, which could reduce resistance to strategic transactions but also supports retention through uncertain periods; outside CIC, severance is primarily cash and prorated equity, moderating exit incentives .
- Ownership alignment is reinforced by a 3x salary guideline for the CFO, anti-hedging/anti-pledging policies, and disclosed compliance across executive officers, reducing hedging/pledging risk; FY25 shows no vesting inflows for Visoso, and vesting schedules push significant equity events into FY26–FY28, moderating near-term selling pressure .
- STI metrics and FY26 program emphasize profitability, cash generation, deleveraging (Net Debt), and data center share, directly linking pay to levers that drive value in the flash cycle; execution risk remains around macro, pricing, supply and JV dependencies highlighted in governance/forward-looking statements .