SanDisk 2013 Annual Report Download - page 13

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. Seven nominees were elected to the Board by the stockholders
at the 2013 Annual Meeting of Stockholders and one nominee, Mr. Mercer, was appointed by the Board
on September 11, 2013. Mr. DeNuccio resigned from the Board, effective February 3, 2014. The Board has
determined that each of the nominees listed below, other than Mr. Mehrotra and Dr. Hu, is independent
as defined under SEC rules and the listing standards of the NASDAQ Global Select Market
(‘‘NASDAQ’’). The Board determined that Dr. Hu is not independent because, as discussed below in
‘‘Certain Transactions and Relationships,’’ Dr. Hu entered into Consulting Services Agreements with the
Company in October 2013 and January 2014. 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 3, 2014.
First
Position(s) with Elected/Appointed
Name the Company Age as a Director
Michael E. Marks(1) ............. Chairman of the Board 63 2003
Irwin Federman(2)(3) .............. Director 78 1988
Steven J. Gomo(2)(3) .............. Director 61 2005
Eddy W. Hartenstein(1) ........... Director 63 2005
Dr. Chenming Hu ............... Director 66 2009
Catherine P. Lego(3)(4) ............ Director 57 2004
Sanjay Mehrotra ................ President, Chief Executive Officer and Director 55 2010
D. Scott Mercer(2)(3) ............. Director 63 2013
(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. Federman has served as a Director of the Company since September 1988.
Employment History: Mr. Federman has been a general partner in U.S. Venture Partners, a venture
capital firm, since April 1990. Mr. Federman was President and Chief Executive Officer from 1979 to 1987,
and Chief Financial Officer from 1970 to 1979, at Monolithic Memories, Inc., a semiconductor company.
5
Proxy Statement