SanDisk 2012 Annual Report Download - page 28

(3) 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 the Company’s Non-Employee Directors as of December 30, 2012:
Director
Number of Shares Subject to
Outstanding Option Awards
as of 12/30/12
Number of Unvested
Shares or
Units as of 12/30/12
Michael E. Marks ............................. 37,500 2,269
Kevin DeNuccio .............................. 31,250 6,722
Irwin Federman ............................... 31,250 2,269
Steven J. Gomo ............................... 31,250 2,269
Eddy W. Hartenstein ........................... 43,750 2,269
Dr. Chenming Hu ............................. 43,750 6,722
Catherine P. Lego ............................. 141,750 2,269
(4) Includes fees paid to Mr. Marks for his service on the Compensation Committee during the first quarter of
fiscal year 2012.
Elements of Director Compensation
Compensation for Non-Employee Directors during fiscal year 2012 generally consisted of annual retainers
and annual share-based awards. The Compensation Committee, consisting solely of independent directors, has
the primary responsibility for reviewing and considering any revisions to Non-Employee Director compensation,
and recommending any such revisions to the Board for review. The Compensation Committee periodically
reviews Non-Employee Director compensation. In such review, the Compensation Committee may review and
consider data regarding the competitiveness of the Company’s Non-Employee Director compensation program
relative to the Company’s peer companies and general industry trends, which data may be compiled by the
Company’s management and/or with the assistance of a compensation consultant. The Board reviews the
Compensation Committee’s recommendations and determines the amount of director compensation.
Annual Retainers
The following table sets forth the schedule of the annual retainers for the Non-Employee Directors in effect
during fiscal year 2012:
Type of Fee Fiscal Year 2012
Annual Board Retainer ........................................................... $50,000
Additional Annual Retainer to Chairman of the Board .................................. $50,000
Additional Annual Retainer to Chair of Audit Committee ............................... $30,000
Additional Annual Retainer to Chairs of Compensation Committee and Nominating and
Governance Committee ........................................................ $15,000
Additional Annual Retainer to non-Chair Members of Audit Committee .................... $20,000
Additional Annual Retainer to non-Chair Members of Compensation Committee and
Nominating and Governance Committee ........................................... $ 7,500
All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as Directors
and as committee members.
Share-based Awards
Under the Company’s Non-Employee Director compensation policy, as currently in effect, a Non-Employee
Director who first takes office and who has not been employed by the Company in the preceding twelve
(12) months receives, at the time of his or her election or appointment to the Board, (i) an initial option grant to
purchase 25,000 shares of Common Stock (the “Initial Option Grant”), and (ii) an initial restricted stock unit
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