SanDisk 2013 Annual Report Download - page 18

Education: Mr. Mercer holds a B.S. in Accounting from California Polytechnic University.
Current Board Service: Mr. Mercer has served as a director of QLogic Corp. since September 2010
and Polycom, Inc. since November 2007.
Prior Board Service: Mr. Mercer served on the board of directors of Conexant from May 2003 to April
2011 and served as Chairman of the board of directors of Conexant from August 2008 to April 2011. In
addition to Conexant, Mr. Mercer served on the boards of directors of Adaptec, Inc. from November 2003
to October 2008, SMART Modular Technologies (WWH), Inc. from June 2007 to January 2009, and
Palm, Inc. from June 2005 until July 2010 when Palm was acquired by Hewlett-Packard Company.
Director Qualifications: Mr. Mercer has significant senior management and operational experience
over the last 29 years in a number of technology companies. Mr. Mercer’s experience as a senior executive
officer, including as both chief executive officer and chief financial officer, of high growth technology
companies gives him a strong skill set in planning, operations, compliance and finance matters. Further,
Mr. Mercer has significant public board experience, which adds to his relevant knowledge and experience.
A third-party search firm recommended Mr. Mercer to the Nominating and Governance Committee.
Board Governance
Corporate Governance Principles and Committee Charters
The Board has adopted a set of Corporate Governance Principles, which address important
governance policies that assist the Board in following corporate practices that serve the best interests of
the Company and its stockholders, including establishing the Board’s procedures for reviewing resignations
submitted pursuant to the Company’s majority voting standard. Stockholders can access the Corporate
Governance Principles by clicking on ‘‘Corporate Governance’’ at www.sandisk.com/IR. The Company will
also provide copies of the Corporate Governance Principles free of charge to any stockholder who sends a
written request to: Investor Relations, c/o SanDisk Corporation, 951 SanDisk Drive, Milpitas, CA 95035.
The Board currently has three standing committees: an Audit Committee, a Compensation
Committee and a Nominating and Governance Committee. The charters for the Audit Committee, the
Compensation Committee, and the Nominating and Governance Committee are available by clicking on
‘‘Corporate Governance’’ at www.sandisk.com/IR. The Company will also provide copies of any charter
free of charge to any stockholder who sends a written request to: Investor Relations, c/o SanDisk
Corporation, 951 SanDisk Drive, Milpitas, CA 95035.
Communications with the Board
The Company encourages stockholder communications with its Board and has adopted a policy
governing such communications. Under this policy, individuals may communicate with the Board by
sending an email to the Board’s attention at: [email protected], or by writing to: Board of Directors, c/o
Investor Relations, SanDisk Corporation, 951 SanDisk Drive, Milpitas, CA 95035. Communications that
are intended specifically for non-management Directors should be sent to the attention of the Chair of the
Nominating and Governance Committee. The Company will deliver correspondence to the Board unless
the communication is unrelated to the Board’s duties, such as spam, junk mail, advertisements, mass
mailings, solicitations, job inquiries or the communication is otherwise irrelevant.
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