SanDisk 2010 Annual Report Download - page 16

PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board currently consists of nine members. All current Directors, except Dr. Meindl, are standing for
re-election. Each of the eight nominees was elected to the Board of Directors by the stockholders at the 2010
Annual Meeting, except Mr. Mehrotra who was appointed to the Board effective July 21, 2010. The Board has
determined that each of the nominees listed below, other than Mr. Mehrotra, is independent as defined under
SEC rules and the listing standards of the NASDAQ Global Market (“NASDAQ”). The Board also determined
that Dr. Meindl, who is not standing for re-election, is independent. There are no family relationships between
any executive officer and any Director nominee. Directors elected to the Board of Directors will serve for the
ensuing year and until their respective successors are duly elected and qualified. Each nominee has been
recommended for nomination by the Nominating and Governance Committee and has been nominated by the
Board of Directors for election. In the event that any nominee is unavailable to serve, which is not anticipated,
the proxies will be voted for any nominee who is designated by the current Board of Directors to fill the vacancy.
Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” each of the
nominees named below. In accordance with the procedures described above under “Voting Rights,” a Director
nominee must receive a majority of the votes cast with respect to his or her election to the Board. The proxies
solicited by this Proxy Statement may not be voted for more than eight nominees.
Set forth below is information regarding the nominees to the Board of Directors as of February 25, 2011.
Name
Position(s) with
the Company Age
First Elected/Appointed
as a Director
Michael E. Marks (2)(3) ....... Chairman of the Board and
Director
60 2003
Irwin Federman (1)(2) ........ Vice Chairman of the Board and
Lead Independent Director
75 1988
Kevin DeNuccio ........... Director 51 2009
Steven J. Gomo (1) .......... Director 58 2005
Eddy W. Hartenstein (3) ...... Director 60 2005
Dr. Chenming Hu (2) ........ Director 63 2009
Catherine P. Lego (1)(4) ...... Director 54 2004
Sanjay Mehrotra ........... Director 52 2011
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Governance Committee.
(4) Ms. Lego served as a Director of the Company from 1989 to 2002 and returned to the Board of Directors in
May 2004.
Business Experience and Qualifications of Nominees for Election as Directors
Mr. DeNuccio has served as a Director of the Company since August 4, 2009. Mr. DeNuccio currently
serves as Chief Executive Officer and a director of Metaswitch Networks, a provider of carrier systems and
software solutions that enable communication networks to migrate to open, packet-based architectures. Prior to
joining Metaswitch Networks in February 2010, Mr. DeNuccio served as Chief Executive Officer of Redback
Networks Inc. from August 2001 to January 2008, during which time it was acquired by LM Ericsson and
operated as a wholly-owned subsidiary. Redback Systems filed for Chapter 11 bankruptcy protection in 2003.
Mr. DeNuccio continued to serve as a director of Redback Networks Inc. until December 2009. From 1995 to
2001, Mr. DeNuccio held a variety of positions at Cisco Systems, Inc. including Senior Vice President of
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