SanDisk 2011 Annual Report Download - page 26

• Willingness to represent and act in the interests of all stockholders of the Company rather than the
interests of a particular group;
• Good health and ability to serve;
• For prospective non-employee Directors, independence under applicable SEC and stock exchange
rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or
legal impediment to, or restriction on, the nominee’s ability to effectively serve as a Director; and
• Willingness to accept the nomination to serve as a Director of the Company.
Other Factors for Potential Consideration.The Nominating and Governance Committee will also consider
the following factors in connection with its evaluation of each prospective nominee:
• Whether the prospective nominee will contribute to the Board’s overall diversity of backgrounds,
skills, perspectives and experiences;
• Whether the nominee possesses the requisite education, training and experience to qualify as
“financially literate” or as an “audit committee financial expert” under applicable SEC and stock
exchange rules;
• The diversity of the composition of the Board and whether the prospective nominee will add to or
complement the Board’s existing strengths;
• The number of other company boards on which the candidate serves; and
• For incumbent Directors standing for re-election, the incumbent Director’s performance during his or
her term, including the number of meetings attended, level of participation and overall contribution to
the Company; the number of other company boards on which the individual serves; the composition of
the Board at that time; any changed circumstances affecting the individual Director, which may bear on
his or her ability to continue to serve on the Board or his or her value to the Board; and the Company’s
retirement policy for Directors, as set forth in its Corporate Governance Principles.
Director Compensation Table—Fiscal 2011
The following table presents information regarding the compensation paid during fiscal 2011 to Directors
who were members of the Board at any time during fiscal 2011 and who were not also an employee of the
Company (referred to herein as “Non-Employee Directors”). Directors employed by the Company are not
entitled to receive additional compensation for their service as Directors.
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)(2)(3)
Option Awards
($) (1)(2)(3)
All Other
Compensation
($)
Total
($)
Michael E. Marks ................. 122,500 77,877 94,541 — 294,918
Kevin DeNuccio .................. 50,000 77,877 94,541 — 222,418
Irwin Federman .................. 85,000 77,877 94,541 — 257,418
Steven J. Gomo .................. 70,000 77,877 94,541 — 242,418
Eddy W. Hartenstein .............. 57,500 77,877 94,541 — 229,918
Dr. Chenming Hu ................. 57,500 77,877 94,541 — 229,918
Catherine P. Lego ................. 80,000 77,877 94,541 — 252,418
Dr. James D. Meindl (4) ............. 28,750 — — — 28,750
(1) The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal
2011 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions and methodologies used to
calculate the valuations of the stock awards and option awards, please see the discussion of stock awards
and option awards contained in Note 9 “Compensation and Benefits,” of the Notes to Consolidated
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