SanDisk 2013 Annual Report Download - page 45

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. He also 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. Except for the
Company’s Chief Executive 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.
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 Company’s 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 Company’s 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, does not participate in the Compensation
Committee deliberations that relate to his personal compensation and excuses himself from portions of the
Compensation Committee meetings during which such deliberations occur. During fiscal year 2013,
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 2013, the Compensation Committee retained Compensia, an outside compensation
consultant, to assist in analyzing the Company’s peer companies for fiscal year 2014 compensation,
evaluating the competitiveness of the Company’s executive compensation programs relative to the
Company’s fiscal year 2013 peer companies and to provide information on compensation-related trends
and developments in the Company’s industry and fiscal year 2013 peer companies, including equity award
practices. Compensia did not provide any other services to the Company. The Company’s Chief Executive
Officer has not met or consulted with Compensia individually, nor has he met with Compensia with respect
to his individual compensation. The Compensation Committee has reviewed its relationship with
Compensia and determined that the services Compensia provides the Company does not create any
conflicts of interest.
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Proxy Statement