Form 4: SanDisk Executive Luis Felipe Visoso Awarded Performance-Based Stock Units

EVP & CFO of SanDisk, Luis Felipe Visoso, receives performance stock units tied to achieving a specific stock price target over a three-year period.

Summary

• Luis Felipe Visoso, EVP & CFO of SanDisk, was granted 357,708 performance stock units (PSUs) on May 9, 2025.
• These PSUs represent the contingent right to receive one share of SanDisk's common stock upon vesting.
• The number of PSUs is based on a maximum 300% achievement of stock price performance targets approved by the Company's Compensation and Talent Committee over a three-year performance period beginning March 3, 2025 and ending on February 24, 2028.
• The maximum performance target requires the company achieving a 90-day trading average of $105.91.
• If the performance target is achieved at a rate below the maximum, or is not achieved, the corresponding portion of the PSUs that do not vest are forfeited.
• Earned PSUs will vest on February 24, 2028, subject to the reporting person's continuous service to the Issuer.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The grant of performance-based stock units is a positive sign, aligning executive compensation with company performance. However, the actual value of the units depends on achieving specific performance targets.

Positives

• The performance-based nature of the stock units aligns executive compensation with company performance and shareholder value.
• The vesting requirements incentivize the executive to remain with the company.

Risks

• The performance target may not be achieved, resulting in forfeiture of some or all of the PSUs.
• The executive may leave the company before the vesting date, resulting in forfeiture of the PSUs.

Future Outlook

The executive's compensation is tied to the future stock price performance of the company over the next three years.

Industry Context

Performance-based compensation is a common practice in the technology industry to incentivize executives and align their interests with those of shareholders. The specific targets and vesting schedules vary from company to company.

Comparison to Industry Standards

• Companies like Micron Technology and Western Digital also use performance-based equity awards for their executives.
• The specific performance metrics used often include revenue growth, profitability, and stock price appreciation.
• The vesting schedules typically range from three to five years, with cliff vesting or graded vesting schedules.

Stakeholder Impact

• Shareholders: The performance-based compensation structure aims to align executive interests with shareholder value.
• Employees: The potential for increased stock value can boost employee morale and retention.

Key Dates

Keywords

performance stock units, PSU, executive compensation, stock options, SanDisk, Visoso, stock price target, vesting