SanDisk 2011 Annual Report Download - page 27

Proxy Statement
Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data,” of the Company’s
Form 10-K for the fiscal year ended January 1, 2012 filed with the SEC on February 23, 2012. Under
general accounting principles, compensation expense with respect to stock awards and option awards
granted to the Directors is generally recognized over the vesting periods applicable to the awards.
(2) In fiscal 2011, the Company granted each of the Non-Employee Directors, other than Dr. Meindl, an annual
stock option award in the amount of 6,250 shares, with an exercise price of $43.05, and an annual restricted
stock unit grant in the amount of 1,809 shares. Subject to the Non-Employee Director’s continued service,
the shares subject to each such award vest in one installment on the earlier of (i) the first anniversary of the
grant date or (ii) the day immediately preceding the next annual meeting of the Company’s stockholders
following the grant date.
(3) The following table presents the number of outstanding and unexercised option awards and the number of
unvested stock awards (which term includes restricted stock units for purposes of this Proxy Statement) held
by each of the Company’s Non-Employee Directors as of January 1, 2012:
Director
Number of Shares Subject to
Outstanding Option Awards
as of 1/1/12
Number of Unvested
Shares or
Units as of 1/1/12
Michael E. Marks .................................... 31,250 1,809
Kevin DeNuccio .................................... 25,000 10,715
Irwin Federman ..................................... 25,000 1,809
Steven J. Gomo ..................................... 50,000 1,809
Eddy W. Hartenstein ................................. 62,500 1,809
Dr. Chenming Hu .................................... 37,500 10,715
Catherine P. Lego ................................... 141,750 1,809
Dr. James D. Meindl (4) ............................... 18,750 —
(4) Dr. Meindl retired from the Board, effective as of the 2011 Annual Meeting of Stockholders held on June 7,
2011. Dr. Meindl’s vested stock options will terminate on June 7, 2012 to the extent not exercised prior to
such date.
Director Compensation
Compensation for Non-Employee Directors during fiscal 2011 generally consisted of annual retainers and
annual share-based awards.
Annual Retainers
The following table sets forth the schedule of the annual retainers for the Non-Employee Directors in effect
during fiscal 2011:
Type of Fee 2011
Annual Board Retainer ................................................................ $50,000
Additional Annual Retainer to Chairman of the Board ....................................... $50,000
Additional Annual Retainer to Chair of Audit Committee .................................... $30,000
Additional Annual Retainer to Chairs of Compensation Committee and Nominating and Governance
Committee ....................................................................... $15,000
Additional Annual Retainer to non-Chair Members of Audit Committee ......................... $20,000
Additional Annual Retainer to non-Chair Members of Compensation Committee and Nominating and
Governance Committee ............................................................. $ 7,500
All Non-Employee Directors are also reimbursed for out-of-pocket expenses they incur serving as Directors
and as committee members.
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