SanDisk 2013 Annual Report Download - page 58

Consistent with the Company’s philosophy that a substantial portion of compensation should be
contingent on the Company’s performance, equity and non-equity incentive compensation, including bonus
amounts, for Named Executive Officers in fiscal year 2013, the value of which, as described below under
‘‘Description of Plan-Based Awards,’’ is significantly dependent upon Company performance, comprised a
large percentage of total compensation. The Company believes this allocation of base salary and incentive
compensation in proportion to total compensation is appropriate to balance the Company’s dual goals of
aligning the interests of executives and stockholders and providing predictable benefit amounts that reward
an executive’s continued service.
Grants of Plan-Based Awards in Fiscal Year 2013
The following table presents information regarding the equity incentive awards granted to the Named
Executive Officers during fiscal year 2013 under the Incentive Plans. The material terms of each grant are
described below under ‘‘Description of Plan-Based Awards.’’
All Stock All Option
Awards: Awards: Grant Date
Estimated Possible Payouts under Number of Number of Exercise or Fair Value of
Non-Equity Incentive Plan Shares of Securities Base Price of Stock and
Awards Stock or Underlying Option Option
Grant Threshold Target Maximum Units Options Awards Awards
Name Date ($)(1) ($)(1) ($)(1) (#) (#) ($/Sh) ($)(2)
Sanjay Mehrotra ..... 2/15/2013 62,500 3,231,875
2/15/2013 187,500 51.71 3,296,606
2/15/2013 — 1,425,000 4,275,000
Judy Bruner ........ 2/15/2013 17,500 904,925
2/15/2013 52,500 51.71 853,477
2/15/2013 — 595,500 1,786,500
Sumit Sadana ....... 2/15/2013 12,500 646,375
2/15/2013 37,500 51.71 609,626
2/15/2013 — 446,400 1,339,200
Dr. Siva Sivaram ..... 6/28/2013 30,000 1,833,000
6/28/2013 25,000 61.10 418,775
6/28/2013 1,826(3) 168,605 505,815
Eric S. Whitaker ..... 1/11/2013 30,000 1,395,900
1/11/2013 25,000 46.53 378,633
1/11/2013 1,441(4) 300,000 900,000
(1) Under the 2013 bonus program, each Named Executive Officer is eligible for a maximum bonus amount equal to
300% of his or her target bonus upon the achievement of any one of the objectives established under the 2013
bonus program. However, the Compensation Committee has the ability to exercise its discretion to adjust the
actual payout to a lesser amount or to eliminate the bonus payout entirely. As a matter of practice, the
Compensation Committee generally exercises discretion to pay each executive officer a lesser amount upon
consideration of the actual achievement of the financial and strategic objectives in the fiscal year, the relative
weightings assigned to the financial and strategic objectives by the Compensation Committee, the individual
performance of the executive officer, and other factors as described under ‘‘Compensation Discussion and
Analysis—Elements of the Current Executive Compensation Program—Annual Cash Incentive Awards.’’
Amounts under ‘‘Threshold’’ reflect that no payouts would have been payable under the 2013 bonus program if
the Compensation Committee determined that actual achievement was sufficiently low compared against the
established objectives under the 2013 bonus program and exercised its discretion to eliminate the bonus payout
entirely. Amounts under ‘‘Target’’ reflect the target bonus amount, which would have been paid to the executive
officer if each of the objectives had been achieved at 100% and the individual performance of each executive
officer met his or her specified target levels, and the Compensation Committee had exercised its discretion
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