SanDisk 2006 Annual Report Download - page 36

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with
the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future
filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference
into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.
The Compensation Committee has certain duties and powers as described in its Charter. The Compensation
Committee is currently composed of the three (3) Non-Employee Directors named at the end of this report each of
whom is independent as defined by the NASDAQ Global Select Market listing standards.
The Compensation Committee has reviewed and discussed with management the disclosures contained in the
Compensation Discussion and Analysis section of this proxy statement. Based upon this review and our discussions,
the Compensation Committee has recommended to our Board of Directors that this Compensation Discussion and
Analysis section be included in the Company’s 2006 Annual Report on Form 10-K filed with the SEC.
Compensation Committee of the Board of Directors
Irwin Federman (Chair)
Michael E. Marks
Dr. James D. Meindl
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Of the Compensation Committee members whose names appear on the Compensation Committee Report
above, Mr. Marks and Dr. Meindl were committee members during all of fiscal 2006. Mr. Federman was appointed
to the Compensation Committee, effective May 26, 2006. Mr. Shugart served as a member of the Compensation
Committee prior to his resignation from the Company’s Board of Directors on May 25, 2006. No current member of
the Compensation Committee is a current or former executive officer or employee of the Company or had any
relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relation-
ships and related-party transactions. None of the Company’s executive officers served as a director or a member of a
compensation committee (or other committee serving an equivalent function) of any other entity, the executive
officers of which served as a director or member of the Compensation Committee during the fiscal year ended
December 31, 2006.
Proxy Statement
29