SanDisk 2014 Annual Report Download - page 35

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Fiscal Year 2014 Named Executive Officer Compensation Mix.(1)
Chief Executive Officer Other Named Executive Officers(2)
Salary
9%
Bonus(3)
17%
Equity
Awards(4)
74%
Salary
19%
Bonus(3)
19%
Equity
Awards(4)
62%
(1) Excludes amounts reflected in the ‘‘All Other Compensation’’ column of the table labeled ‘‘Summary
Compensation Table—Fiscal Years 2012-2014’’ below.
(2) Excludes Mr. Mehrotra, the Company’s Chief Executive Officer, and Mr. Brazeal, who was hired in
December 2014.
(3) Consists of amounts reflected in the ‘‘Non-Equity Incentive Plan Compensation’’ column for fiscal
year 2014 in the table labeled ‘‘Summary Compensation Table—Fiscal Years 2012-2014’’ below.
(4) Consists of amounts reflected in the ‘‘Stock Awards’’ and ‘‘Option Awards’’ columns for fiscal year
2014 in the table labeled ‘‘Summary Compensation Table—Fiscal Years 2012-2014’’ below.
A meaningful portion of the compensation for the Company’s Named Executive Officers in fiscal year
2014, with the exception of Mr. Brazeal who was hired in December 2014, was based on a performance-
based cash incentive program (the ‘‘2014 bonus program’’), which is tied to the achievement of certain
financial and strategic objectives established by the Compensation Committee at the beginning of the year.
The financial objective for the 2014 bonus program was tied to the Company’s non-GAAP diluted earnings
per share (‘‘EPS’’). The Company’s EPS for fiscal year 2014 was $5.60 per share, which was below the EPS
target that drove the financial objectives portion of the 2014 bonus program, but was above the minimum
EPS target whereby bonus payouts are made. In aggregate, the Company exceeded the target performance
for its strategic objectives.
Consistent with the Company’s compensation philosophy described in more detail below, equity
awards increase each Named Executive Officer’s stake in the Company, thereby reinforcing the incentive
to manage the Company’s business as owners and subjecting a significant portion of the executive officer’s
total compensation to fluctuations in the market price of Common Stock.
Executive Compensation Program Overview
Executive Compensation Philosophy. SanDisk has a long-standing commitment to a compensation
program guided by three basic philosophies: (1) alignment of compensation with stockholder interests,
(2) pay-for-performance, and (3) compensation opportunities that are competitive so that the Company
can attract, retain and motivate top-tier talent. The Compensation Committee sets a significant portion of
the compensation of the executive officers, including the Named Executive Officers, based on their ability
to achieve annual financial and strategic objectives that advance the Company’s long-term business
objectives and that are designed to create sustainable long-term stockholder value.
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Proxy Statement