SEC Filings

SanDisk's Proxy Puts CEO Goeckeler's Pay At $15.2 Million, 267 Times The Median Worker

The annual proxy keeps one person as chair and CEO, with a lead independent director and seven independent nominees out of eight.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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SanDisk's Proxy Puts CEO Goeckeler's Pay At $15.2 Million, 267 Times The Median Worker

SanDisk's annual proxy filing, filed Tuesday, lists CEO David V. Goeckeler's total pay at $15,181,160, against median employee pay of $56,823. That is a pay ratio of 267:1.

What the proxy says

Shareholders vote on three management proposals: electing eight directors, an advisory vote on executive pay, and ratifying KPMG as auditor for fiscal 2027. No shareholder proposal appears in the extracted data.

Goeckeler holds both the board chair and the CEO job. Richard B. Cassidy II serves as Lead Independent Director, and seven of the eight director nominees are independent, the proxy said.

Alexander Bradley joined the board in December 2025, according to the letter to shareholders. The letter says he brings "exceptional operational finance expertise" and an understanding of how to handle the demands of a capital-intensive industry.

The year behind the pay

The letter, signed by Goeckeler and Cassidy, reports record fiscal 2026 revenue of $20.25 billion, up 175% from the prior year. It credits a shift toward higher-value customers and the growing role of flash storage in AI data infrastructure.

It also says the company moved to multi-year customer contracts backed by firm financial commitments, reached a net cash milestone ahead of plan, ended the year with zero debt and authorized a share repurchase program. The company reported fiscal 2026 net income of $11.43 billion.

A Motley Fool commentary by Will Healy argued the stock has risen more than 4,700% since the spinoff from Western Digital, leaving it among the priciest shares by nominal price. In market data from Wednesday's 7:56 a.m. ET reading, the shares were at $1660.46, down 2.56%, for a market value of $243.1 billion.

What it changes and what to watch

For holders, the combined chair-CEO role stays, with the lead independent director as the board's counterweight. The letter says a stockholder engagement program feeds board deliberations on governance, strategy and compensation.

The company said it will announce preliminary voting results at the annual meeting and file final results on a Form 8-K within four business days, including the advisory pay vote.

The advisory pay vote result, due in that 8-K, will show how shareholders judged a 267:1 pay ratio.

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