SanDisk 2012 Annual Report Download - page 17

Proxy Statement
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board currently consists of eight members. All current Directors have been recommended for
nomination by the Nominating and Governance Committee, have been nominated by the Board for re-election
and are standing for re-election. Each of the eight nominees was elected to the Board by the stockholders at the
2012 Annual Meeting of Stockholders. 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
Select Market (“NASDAQ”). There are no family relationships between any executive officer, as defined in
Rule 3b-7 of the Securities Exchange Act of 1934, as amended (an “executive officer”), and any Director
nominee. Directors elected to the Board will serve for the ensuing year and until their respective successors are
duly elected and qualified. In the event that any Director nominee is unavailable to serve, which is not
anticipated, the proxies will be voted for any nominee who is designated by the current Board 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 as of March 15, 2013.
Name
Position(s) with
the Company Age
First
Elected/Appointed
as a Director
Michael E. Marks (1) ........ Chairman of the Board 62 2003
Kevin DeNuccio (1)(2) ........ Director 53 2009
Irwin Federman (2)(3) ........ Director 77 1988
Steven J. Gomo (3) .......... Director 61 2005
Eddy W. Hartenstein (1) ...... Director 62 2005
Dr. Chenming Hu (2) ........ Director 65 2009
Catherine P. Lego (3)(4) ....... Director 56 2004
Sanjay Mehrotra ........... President, Chief Executive Officer and Director 54 2010
(1) Member of the Nominating and Governance Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Ms. Lego served as a member of the Board from 1989 to 2002 and returned to the Board 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 is currently an
active angel investor. Mr. DeNuccio was Chief Executive Officer of Metaswitch Networks, a provider of carrier
systems and software solutions that enable communication networks to migrate to open, packet-based
architectures, from February 2010 to July 2012. Mr. DeNuccio was President and Chief Executive Officer of
Redback Networks Inc., a provider of advanced communications networking equipment, from August 2001 to
January 2008, during which time it filed for Chapter 11 bankruptcy protection in 2003 and was acquired by
LM Ericsson in January 2007 and operated as a wholly-owned subsidiary of LM Ericsson. Mr. DeNuccio held
various positions at Cisco Systems, Inc. from 1995 to 2001, including Senior Vice President of Worldwide
Service Provider Operations. Previously, Mr. DeNuccio was the founder, President and Chief Executive Officer
of Bell Atlantic Network Integration Inc., a wholly-owned subsidiary of Bell Atlantic (now Verizon
Communications). Mr. DeNuccio has a B.A. in Finance from Northeastern University and an M.B.A. from
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