SanDisk 2012 Annual Report Download - page 27

Proxy Statement
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; and
• To the extent desired by the Nominating and Governance Committee, views of the other members of
the Board and the Company’s senior management regarding the qualifications and suitability of
prospective nominees.
Director Compensation
Director Compensation Table—Fiscal Year 2012
The following table presents information regarding the compensation paid during fiscal year 2012 to
Directors who were members of the Board at any time during fiscal year 2012 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; information regarding
the compensation awarded to Mr. Mehrotra in fiscal year 2012 is included in “Summary Compensation Table—
Fiscal Years 2010-2012” elsewhere in this Proxy Statement.
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (1)(2)(3)
Option Awards
($) (1)(2)(3)
All Other
Compensation
($)
Total
($)
Michael E. Marks ............. 116,875(4) 81,571 75,334 — 273,780
Kevin DeNuccio .............. 65,000 81,571 75,334 — 221,905
Irwin Federman ............... 85,000 81,571 75,334 — 241,905
Steven J. Gomo ............... 70,000 81,571 75,334 — 226,905
Eddy W. Hartenstein ........... 57,500 81,571 75,334 — 214,405
Dr. Chenming Hu ............. 57,500 81,571 75,334 — 214,405
Catherine P. Lego ............. 80,000 81,571 75,334 — 236,905
(1) The amounts represent the full grant date fair value of the stock awards and option awards granted in fiscal
year 2012 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 10—“Share-Based Compensation,” of the Notes to Consolidated
Financial Statements in Item 8 “Financial Statements and Supplementary Data,” of the Company’s
Form 10-K for the fiscal year ended December 30, 2012 filed with the SEC on February 19, 2013. 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 year 2012, the Company granted each of the Non-Employee Directors an annual stock option award
in the amount of 6,250 shares, with an exercise price of $35.95, and an annual restricted stock unit grant in
the amount of 2,269 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.
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