SanDisk 2010 Annual Report Download - page 19

Proxy Statement
producer of advanced electronic manufacturing services. Mr. Marks served as a director of Flextronics, Inc. from
1991 to January 2008. He was appointed Chairman of the Board of Flextronics, Inc. effective upon his retirement
as Chief Executive Officer on January 1, 2006 until his retirement from the Board of Flextronics, Inc. in
January 2008. He previously served as Chairman of the Board of Flextronics from 1993 to January 2003.
Mr. Marks also serves as a director of Schlumberger Limited, an oil services company, several private boards,
National Parks Conservation Association and The V Foundation for Cancer Research. Mr. Marks also previously
served as a director of Calix Networks, Inc., a leading provider in North America of broadband communications
access systems and software for copper- and fiber-based network architectures, Sun Microsystems, Inc., a
provider of enterprise computing systems, software and services, and Crocs, Inc., a designer, manufacturer and
marketer of footwear for men, women and children. Mr. Marks received a B.A. and an M.A. from Oberlin
College and an M.B.A. from Harvard Business School. Mr. Marks has experience serving as chief executive
officer of large, complex, publicly-held technology companies, which is valuable to the Board. The Board also
values Mr. Marks’ significant experience, expertise and background in financial and accounting matters,
including in the technology industry. Mr. Marks’ private equity experience adds value to the Board’s
understanding of business development, financing, strategic alternatives and industry trends. Mr. Marks’
experience as a director for other public companies provides valuable insights with regard to the operation of a
Board and its role in overseeing the Company.
Mr. Mehrotra co-founded the Company in 1988 and became President and Chief Executive Officer effective
January 2011. He was appointed to the Company’s Board in July 2010. Mr. Mehrotra has previously served in
various executive roles for the Company, including as the Company’s President and Chief Operating Officer,
Executive Vice President and Chief Operating Officer, Senior Vice President of Product Development, Vice
President of Product Development, and Director of Design Engineering. Mr. Mehrotra has more than 30 years of
experience in the non-volatile semiconductor memory industry including engineering and management positions
at the Company, Integrated Device Technology, Inc., SEEQ Technology, Inc., Intel Corporation and Atmel
Corporation. Mr. Mehrotra earned B.S. and M.S. degrees in Electrical Engineering and Computer Sciences from
the University of California, Berkeley. He also holds several patents and has published articles in the area of
non-volatile memory design and flash memory systems. Mr. Mehrotra currently serves on the board of directors
of Cavium Networks, the Engineering Advisory Board of the University of California, Berkeley and the Stanford
Graduate School of Business Advisory Council. Mr. Mehrotra, as the co-founder and current Chief Executive
Officer of SanDisk, offers a unique perspective on the Company’s operations and industry. He brings significant
senior leadership, technological and industry expertise to the Board. The Board values Mr. Mehrotra’s experience
with the Company as its co-founder and Chief Executive Officer, which gives the Board a detailed understanding
of the Company’s business and operations.
Board Governance
The Board of Directors held 11 meetings during fiscal 2010. During fiscal 2010, each member of the Board
of Directors attended or participated in seventy-five percent (75%) or more of the aggregate of (i) the total
number of meetings of the Board of Directors held during the fiscal year or the portion thereof following such
person’s appointment to the Board and (ii) the total number of meetings held by all committees on which such
Director served during the fiscal year or the portion thereof following such person’s appointment to one or more
of those committees. The Board of Directors currently has three standing committees: an Audit Committee, a
Compensation Committee and a Nominating and Governance Committee. The charter for each committee is
available at www.sandisk.com.
Communications with the Board
The Company encourages stockholder communications with its Board of Directors. Individuals may
communicate with the Board by sending an email to the Board’s attention at: [email protected], or by writing
to the following address: Board of Directors, c/o Investor Relations, SanDisk Corporation, 601 McCarthy Blvd.,
7