SanDisk 2012 Annual Report Download - page 56

Processes and Procedures. The Company’s President and Chief Executive Officer (the “Chief Executive
Officer”) recommends to the Compensation Committee for its approval the base salary, annual bonus and long-
term equity compensation levels for the executive officers other than himself, in accordance with the
Compensation Committee charter. At Compensation Committee meetings pertaining to executive officer
compensation, the Company’s Chief Executive Officer presents compensation recommendations for the
executive officers other than himself and explains to the Compensation Committee the basis and rationale for his
recommendations. With respect to his recommendations, the Company’s Chief Executive Officer considers the
scope and responsibility of each executive officer’s position, the individual performance of each executive
officer and the contributions of each executive officer to the Company’s performance, and reviews survey data
on the compensation of similarly situated executive officers in comparable companies based on size, location and
industry, including the Company’s peer companies, to the extent that there is a similarly situated executive
officer. The Company’s Executive Vice President, Administration and Chief Financial Officer provides financial
information to the Compensation Committee, as requested from time to time, and during fiscal year 2012,
provided input to the Company’s Chief Executive Officer for his recommendations on the form and amount of
compensation provided to the Company’s Chief Legal Officer and Senior Vice President of IP Licensing prior to
Mr. Brelsford’s resignation from such position. Except for the Company’s Chief Executive Officer and Executive
Vice President, Administration and Chief Financial Officer, the Company’s executive officers do not have any
role in determining or recommending the form or amount of compensation provided to the Named Executive
Officers other than providing financial or other information as the Compensation Committee may request from
time to time. In fiscal year 2012, because Dr. Quader was not an executive officer at the time of the
Compensation Committee’s deliberations in February 2012, Dr. Quader’s base salary, target bonus under the
annual cash incentive opportunity, and a portion of his long-term share-based incentive awards were approved by
the Company’s Chief Executive Officer instead of the Compensation Committee.
With respect to compensation of each of the executive officers, the Compensation Committee considers the
individual performance of the executive officer, the contributions of the executive officer to the Company’s
performance and the desired pay mix between near-, medium- and long-term incentives and deliberates to
determine an appropriate level of compensation for each executive officer. With respect to the compensation of
each of the executive officers other than the Chief Executive Officer, the Compensation Committee also
considers the Chief Executive Officer’s recommendations and the basis and rationale for such recommendations,
as well as the scope and responsibility of each executive officer’s position. The performance of each executive
officer is reviewed annually by the Compensation Committee based on whether various performance objectives
were met during the preceding review period and, with respect to executive officers other than the Chief
Executive Officer, based on the Chief Executive Officer’s feedback regarding the performance of each executive
officer. Each executive officer is given a performance rating based on the Compensation Committee’s review,
which is then used in the Compensation Committee’s review and analysis of such executive officer’s overall
compensation. During the course of its deliberations, the Compensation Committee may also review data
pertaining to executive officer compensation data from the Company’s peer companies, which data may be
prepared and presented by the Company’s management and/or a compensation consulting firm.
The Company’s Chief Executive Officer, Mr. Mehrotra, has not participated in the Compensation
Committee deliberations that relate to his personal compensation and he has excused himself from portions of the
Compensation Committee meetings during which such deliberations occurred. During fiscal year 2012,
Mr. Mehrotra attended the portions of the meetings of the Compensation Committee relating to Company-wide
compensation issues and the compensation of the executive officers other than himself.
In fiscal year 2012, the Compensation Committee did not retain any outside compensation consultants to
advise on fiscal year 2012 executive compensation matters. In fiscal year 2012, the Company’s management
retained Compensia, Inc., an outside compensation consultant, to assist management in analyzing the Company’s
peer companies for fiscal year 2013 compensation, evaluating the competitiveness of the Company’s executive
compensation programs relative to the Company’s fiscal year 2012 peer companies and providing management
with information on compensation-related trends and developments in the Company’s industry and fiscal year
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