SanDisk 2007 Annual Report Download - page 11

• review and assist the Board in developing succession plans for executive officers in consultation with the
Chief Executive Officer, other members of the Board and other appropriate management personnel;
• review and recommend to the Board appropriate director compensation programs for non-employee
directors, committee chairs and committee members, consistent with any applicable requirements of the
listing standards and applicable laws for independent directors and including consideration of cash and
equity components;
• develop and periodically assess the Compensation Committee’s compensation policies applicable to the
Company’s executive officers and Directors, including the relationship of corporate performance to
executive compensation, and periodically review the Company’s criteria and assess and make recommen-
dations to the Board concerning the Company’s stock and incentive compensation plans, including the
impact of stock compensation plans on stockholder value and the impact of dilution from the Company stock
plans;
• approve stock option grants and other equity-based or incentive awards under the Company’s stock and
incentive compensation plans, including any performance criteria to the plans of awards, and otherwise
assist the Board in administering awards under these plans;
• have sole authority to retain and terminate any compensation consulting firm used to evaluate executive or
director compensation, including to approve the consulting firm’s fees and other retention terms;
• timely review and approve the disclosures on executive compensation and prepare a report to the Board
recommending that such disclosure be included in the Company’s annual proxy statement; and
• perform any other activities consistent with the Compensation Committee charter, the bylaws and applicable
listing standards and laws as the Compensation Committee or the Board considers appropriate.
Our Chief Executive Officer recommends to the Compensation Committee salary, annual bonus and long-term
compensation levels for less senior officers, including the other Named Executive Officers (as defined below under
“Compensation Discussion and Analysis”), in accordance with the Compensation Committee charter. Our President
and Chief Operating Officer assists the Chief Executive Officer in reviewing performance and formulating these
recommendations to the Compensation Committee. Our Chief Financial Officer provides financial and other
information to the Compensation Committee to assist in determining appropriate compensation levels. Other
Named Executive Officers do not currently have any role in determining or recommending the form or amount of
compensation paid to our Named Executive Officers and our other senior executive officers.
The Board has delegated concurrent authority to the Compensation Committee and the Special Option
Committee to grant share-based awards (including stock options and stock units) to employees who are not subject
to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16 officers”). The Special Option
Committee may not grant share-based awards to Directors. The Special Option Committee may consist of one or
more directors, and currently consists of one director, Dr. Harari. The Special Option Committee took action by
written consent 44 times during fiscal 2007. The Board has also delegated authority to the Secondary Executive
Committee to grant stock options (but not stock units or other equity awards) to non-Section 16 officers and
non-directors. The Secondary Executive Committee may be comprised of one or more officers of the Company, and
is currently comprised of two officers, Sanjay Mehrotra, the Company’s President and Chief Operating Officer, and
Judy Bruner, the Company’s Executive Vice President, Administration and Chief Financial Officer. Share-based
awards to Section 16 officers are made by the Compensation Committee. The Secondary Executive Committee took
action by written consent 26 times during fiscal 2007.
As indicated above, pursuant to its charter, the Compensation Committee has the power, in its discretion, to
retain at the Company’s expense, such independent counsel and other advisors and experts as it deems necessary or
appropriate to carry out the Compensation Committee’s duties. The Board delegates to the Compensation
Committee the express authority to decide whether to retain a compensation consultant to assist in the evaluation
of compensation pursuant to its charter. If the Compensation Committee decides in its discretion to retain such a
firm, the Board delegates to the Compensation Committee the sole authority to retain and terminate any
compensation consultant engaged to assist in the evaluation of the compensation of the Company’s senior executive
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