Monitor the November 17, 2026 annual meeting for say-on-pay vote results and any shareholder proposals. The 98% prior approval rate suggests strong support for the current compensation framework. Watch for fiscal 2027 Q1 earnings to see if revenue growth momentum continues from the $20.25B base.
Price Chart
Executive Summary
Sandisk's 2026 definitive proxy statement reports record revenue of $20.25 billion (up 175% YoY), GAAP net income of $11.4 billion, and a 3,600% TSR. CEO David Goeckeler received total reported compensation of $15.2M for fiscal 2026, with STI at 200% of target and Launch Grants achieving 300% of target. The board recommends voting FOR all eight director nominees, FOR the advisory say-on-pay vote, and FOR ratification of KPMG as auditor. The filing is routine and governance-focused with no contested items.
Key Facts
- Record revenue of $20.25 billion, up 175% year-over-year
- GAAP net income of $11.4 billion vs. a loss of $1.6 billion in fiscal 2025
- Non-GAAP operating income of $12.7 billion vs. $689 million in fiscal 2025
- CEO David Goeckeler total reported compensation: $15,181,160
- CEO STI payout at 200% of target: $4,725,000
- Launch Grants achieved maximum 300% of target; vesting continues through February 2028
- Fiscal 2026-2028 PSUs first-year achievement at 200% of target
- Board is 88% independent; 25% women; average age 63
- All eight director nominees are standing for election; no contested seats
- KPMG LLP appointed as independent auditor for fiscal 2027; audit fees of $5.4 million in fiscal 2026
- Share repurchase program authorized; zero-debt balance sheet achieved
- Last year's say-on-pay approval rate was 98%
Financial Impact
Record revenue of $20.25B (up 175% YoY), GAAP net income of $11.4B, non-GAAP operating income of $12.7B, adjusted free cash flow of $8.7B
Risk Factors
- Cyclicality of NAND flash memory market could reverse revenue growth trajectory
- Dependence on Kioxia Corporation joint venture for manufacturing
- Trade policy and tariff risks given global supply chain exposure
- High concentration of stock-based compensation in executive pay creates potential overhang
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001308179-26-000423 |
| Document: 0001308179-26-000423-index-headers.html | 0001308179-26-000423 |
| Document: 0001308179-26-000423-index.html | 0001308179-26-000423 |
| Document: 0001308179-26-000423.txt | 0001308179-26-000423 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | SC 13G/A | $1,290.70 | awaiting T+20 | — | $1,304.84 (+1.10%) |
Oct 21, 2026 6d ago | Institutional Cluster | $1,260.93 | awaiting T+20 | — | $1,304.84 (+3.48%) |
Oct 12, 2026 15d ago | Institutional Cluster | $1,487.33 | awaiting T+20 | — | $1,304.84 (−12.27%) |
Oct 6, 2026 21d ago | DEFA14A | $1,692.42 | awaiting T+20 | — | $1,304.84 (−22.90%) |
Oct 6, 2026 21d ago | DEF 14A | $1,692.42 | awaiting T+20 | — | $1,304.84 (−22.90%) |
Sep 16, 2026 5w ago | Insider Cluster | $1,614.39 $1,394.83 | ▲ +13.60% | ▲ +14.81% | $1,304.84 (+19.17%) |
Sep 16, 2026 5w ago | Insider Cluster | $1,614.39 $1,394.83 | ▲ +13.60% | ▲ +14.81% | $1,304.84 (+19.17%) |
Sep 8, 2026 7w ago | Insider Cluster | $1,764.17 $1,692.42 | ▼ −4.07% | ▼ −6.01% | $1,304.84 (−26.04%) |
Jun 11, 2026 19w ago | Institutional Cluster | $1,881.51 $1,858.27 | ▼ −1.24% | ▼ −3.13% | $1,304.84 (−30.65%) |
Jun 5, 2026 20w ago | Insider Cluster | $1,642.00 $1,744.43 | ▲ +6.24% | ▲ +4.61% | $1,304.84 (−20.53%) |
US Market Status
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