SanDisk 2009 Annual Report Download - page 19

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Proxy Statement
• reviewing and recommending to the Board appropriate director compensation programs for
non-employee directors, committee chairs and committee members, consistent with applicable
requirements of the listing standards and applicable laws for independent directors and including
consideration of cash and equity components;
• developing and periodically assessing the Compensation Committee’s compensation policies
applicable to the Company’s executive officers and Directors, including the relationship of corporate
performance to executive compensation, and periodically reviewing the Company’s policies and assess
and make recommendations to the Board concerning the Company’s stock and incentive compensation
plans, including the impact of stock compensation plans on stockholder value and the impact of
dilution from the Company stock plans;
• approval of stock option grants and other equity-based or incentive awards under the Company’s stock
and incentive compensation plans, including any performance criteria, and otherwise assist the Board
in administering awards under these plans;
• having sole authority to retain and terminate any compensation consulting firm used to evaluate
executive or director compensation, including to approve the consulting firm’s fees and other retention
terms;
• timely reviewing and approving the disclosures on executive compensation and prepare a report to the
Board recommending that such disclosure be included in the Company’s annual proxy statement; and
• performing any other activities consistent with the Compensation Committee charter, the bylaws and
applicable listing standards and laws as the Compensation Committee or the Board considers
appropriate.
Processes and Procedures
Our Chief Executive Officer recommends to the Compensation Committee salary, annual bonus and long-
term compensation levels for less senior officers, including the other Named Executive Officers (as defined
below under “Compensation Discussion and Analysis”), in accordance with the Compensation Committee
charter. Our President and Chief Operating Officer assists the Chief Executive Officer in reviewing performance
and formulating these recommendations to the Compensation Committee. Our Chief Financial Officer provides
financial and other information to the Compensation Committee to assist in determining appropriate
compensation levels. No other Named Executive Officer currently has a role in determining or recommending
the form or amount of compensation paid to our Named Executive Officers.
The Board has delegated concurrent authority to the Compensation Committee and the Special Option
Committee to grant share-based awards (including stock options and stock units) to employees who are not
subject to Section 16 of the Exchange Act (“Section 16 officers”). The Special Option Committee may not grant
share-based awards to Directors. The Special Option Committee may consist of one or more directors, and
currently consists of one director, Dr. Harari. The Special Option Committee took action by written consent 28
times during fiscal 2009. The Board has also delegated authority to the Secondary Executive Committee to grant
stock options (but not stock units or other equity awards) to non-Section 16 officers and non-directors. The
Secondary Executive Committee may be comprised of one or more officers of the Company, and is currently
comprised of two officers, Sanjay Mehrotra, the Company’s President and Chief Operating Officer, and Judy
Bruner, the Company’s Executive Vice President, Administration and Chief Financial Officer. The Secondary
Executive Committee took action by written consent 20 times during fiscal 2009. Share-based awards to
Section 16 officers are made exclusively by the Compensation Committee.
Independent Compensation Consultant
As indicated above, pursuant to its charter, the Compensation Committee has the power, in its discretion, to
retain at the Company’s expense, such independent counsel and other advisors and experts as it deems necessary
or appropriate to carry out the Compensation Committee’s duties. Under its charter, the Compensation
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