SanDisk 2013 Annual Report Download - page 57

(5) Salary earned in fiscal year 2012 reflects an increased annual base salary of $475,000 per year, effective as of
September 13, 2012, in connection with Mr. Sadana’s promotion to Executive Vice President and Chief Strategy
Officer.
(6) For fiscal year 2011, includes $50,000 payment of expenses incurred in connection with the sale of Mr. Sadana’s
home.
(7) Amounts shown for Dr. Sivaram and Mr. Whitaker are for less than a full year as Dr. Sivaram joined in June 2013
and Mr. Whitaker joined in January 2013. Dr. Sivaram and Mr. Whitaker were appointed as executive officers of
the Company on September 11, 2013 and March 14, 2013, respectively.
(8) The amounts shown reflect sign-on bonuses.
Compensation of Named Executive Officers
The Summary Compensation Table above quantifies the value of the different forms of compensation
earned by or awarded to the Named Executive Officers in fiscal years 2013, 2012 and 2011. The primary
elements of each Named Executive Officer’s total compensation reported in the table are base salary, an
annual cash incentive award in the form of either a bonus or a non-equity incentive plan compensation
award and long-term equity incentives consisting of stock options and RSUs. The Named Executive
Officers also earned or were paid the other benefits listed in the ‘‘All Other Compensation’’ column of the
Summary Compensation Table, as further described in footnotes to the table.
The Summary Compensation Table should be read in conjunction with the tables and narrative
descriptions that follow. A description of the material terms of each Named Executive Officer’s base salary
and annual bonus is provided immediately following this paragraph. The Grants of Plan-Based Awards in
Fiscal Year 2013 table, and the description of the material terms of the RSUs and stock options granted in
fiscal year 2013 that follows the table, provides information regarding the long-term equity incentives
awarded to the Named Executive Officers in fiscal year 2013. The Outstanding Equity Awards at Fiscal
2013 Year-End table and the Option Exercises and Stock Vested in Fiscal Year 2013 table provide further
information on the Named Executive Officers’ potential realizable value and actual value realized with
respect to their equity awards. The discussion of the potential payments due upon a termination of
employment or change in control that follows in ‘‘Change of Control Benefits Agreements with Named
Executive Officers’’ is intended to further explain the potential future payments that are, or may become,
payable to the Named Executive Officers under certain circumstances.
Description of Employment Agreements, Salary and Bonus Amounts
As indicated above, none of the Named Executive Officers is employed pursuant to an employment
agreement. As a result, their base salary and bonus opportunities are not fixed by contract. Instead,
generally in the first quarter of each fiscal year, the Compensation Committee establishes the base salary
level for each of the Named Executive Officers. In making its determination, the Compensation
Committee considers the factors discussed above under ‘‘Elements of the Current Executive
Compensation Program—Base Salaries.’’ After the completion of fiscal year 2013, the Compensation
Committee evaluated the performance of the Company and the individual performance of each Named
Executive Officer during the year, and made bonus payments in March 2014 to each of the Named
Executive Officers with respect to fiscal year 2013. The material terms of the bonuses paid with respect to
fiscal year 2013 are described above under ‘‘Elements of the Current Executive Compensation Program—
Annual Cash Incentive Awards.’’
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Proxy Statement