SanDisk 2013 Annual Report Download - page 44

Comparison to Peer Companies. Consistent with the compensation philosophies described above, the
goal of the Company is to provide its executive officers, including the Named Executive Officers, with a
compensation program that is competitive relative to its industry peers. To that end, the Compensation
Committee evaluates executive compensation relative to compensation paid to similarly situated executive
officers at companies determined to be peer companies of the Company. The Compensation Committee
reviewed and approved the following selected peer companies for fiscal year 2013:
• Adobe Systems Incorporated • Maxim Integrated Products, Inc.
• Advanced Micro Devices, Inc. • Micron Technology, Inc.
• Analog Devices, Inc. • NetApp, Inc.
• Broadcom Corporation • NVIDIA Corporation
• CA, Inc. • Seagate Technology PLC
• Electronic Arts Inc. • Symantec Corporation
• Juniper Networks, Inc. • Xilinx, Inc.
• LSI Corporation • Yahoo! Inc.
• Marvell Technology Group Ltd.
These peer companies were selected using criteria intended to identify companies that: (i) operate in
a similar industry as the Company, (ii) compete with the Company for executive talent, and (iii) are
comparable to the Company in size and growth patterns. In addition, the peer selection process targets
companies that fall within an approximately 0.5x to 2x range of the Company’s revenue and an
approximately 0.3x to 3x multiple of the Company’s market capitalization. Companies that fall outside of
these parameters may be included based on relevance as product and/or labor market competitors.
While the Compensation Committee evaluates executive officer compensation relative to
compensation paid at these peer companies, the Compensation Committee does not use a formula for
determining compensation for the executive officers, including the Named Executive Officers, and
therefore does not benchmark compensation at any specific levels relative to the peer companies. In
setting compensation for the Named Executive Officers, the Compensation Committee reviews and
considers a multitude of factors, including not only competitiveness relative to the peer companies, but
also experience levels, performance achieved, specific skills or competencies, the desired pay mix between
near-, medium- and long-term incentives, the Company’s budget, and the Chief Executive Officer’s
recommendation (with respect to executive officers other than himself). In determining the appropriate
levels of compensation to be paid to the executive officers, including the Named Executive Officers, the
Compensation Committee also considers compensation previously realized by the executive officer in his
or her employment with the Company. However, amounts realized from prior compensation were not a
material factor in determining the fiscal year 2013 compensation for the Named Executive Officers.
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