SanDisk 2006 Annual Report Download - page 18

DIRECTOR COMPENSATION — FISCAL 2006
The following table presents information regarding the compensation paid during fiscal 2006 to individuals
who were members of our Board of Directors at any time during fiscal 2006 and who were not also our employees
(referred to herein as “Non-Employee Directors”). The compensation paid to any director who was also one of our
employees during fiscal 2006 is presented below in the Summary Compensation Table — Fiscal 2006 and the
related explanatory tables. Such employee-directors are generally not entitled to receive additional compensation
for their services as directors.
Name
(a)
Fees
Earned or
Paid in
Cash
($)
(b)
Stock
Awards
($)(2)(3)(4)
(c)
Option
Awards
($)(2)(3)(4)
(d)
All Other
Compensation
($)
(e)
Total
($)
(f)
Irwin Federman ....................... 67,272 73,218 56,002 — 196,492
Steven J. Gomo ....................... 63,993 80,387 115,910 — 260,290
Eddy W. Hartenstein .................... 48,893 123,254 141,640 — 313,787
Catherine P. Lego ...................... 70,000 73,218 579,963 — 723,181
Michael E. Marks ...................... 59,500 73,218 767,788 — 900,506
Dr. James D. Meindl .................... 47,500 73,218 56,002 — 176,720
Alan F. Shugart(1) ..................... 39,750 25,766 30,886 — 96,402
(1) Mr. Shugart resigned from the Board of Directors effective May 25, 2006.
(2) The amounts reported in columns (c) and (d) above reflect the aggregate dollar amounts recognized for stock
awards and option awards, respectively, for financial statement reporting purposes with respect to fiscal 2006
(disregarding any estimate of forfeitures related to service-based vesting conditions). For a discussion of the
assumptions and methodologies used to calculate the amounts reported in columns (c) and (d) above, please see
the discussion of stock and option awards contained in Note 5 (“Compensation and Benefits”) to the Company’s
Consolidated Financial Statements, included as part of the Company’s 2006 Annual Report filed on Form 10-K,
which note is incorporated herein by reference.
(3) As described below, we granted each of our Non-Employee Directors (other than Mr. Shugart, who resigned
from the Board of Directors prior to the grant date, and Mr. Gomo, who had not served as a director for at least
six (6) months as of the grant date) an award of 6,250 stock options and 1,338 restricted stock units. Each of the
stock option awards had a value (for financial statement reporting purposes) equal to $165,087 on the grant
date, and each of the restricted stock unit awards had a value (for financial statement reporting purposes) equal
to $78,728 on the grant date. See footnote (2) above for the assumptions used to value these awards.
(4) The following table presents the number of outstanding and unexercised option awards and the number of
unvested stock awards (which term includes restricted stock units for purposes of this Proxy Statement) held by
each of our Non-Employee Directors as of December 31, 2006.
Director
Number of Shares Subject to
Outstanding Option Awards
as of 12/31/06
Number of Unvested
Shares or
Units as of 12/31/06
Irwin Federman ............................ 44,500 7,588
Steven J. Gomo ............................ 25,000 23,665
Eddy W. Hartenstein ........................ 31,250 30,938
Catherine P. Lego........................... 130,500 71,588
Michael E. Marks .......................... 108,500 39,588
Dr. James D. Meindl ........................ 76,500 7,588
Alan F. Shugart ............................ — —
Proxy Statement
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