SanDisk 2013 Annual Report Download - page 48

• Mr. Sadana—The Compensation Committee considered Mr. Sadana’s contributions to the
Company’s overall strategy and mergers and acquisitions in fiscal year 2013, including the
completed acquisition of SMART Storage, the Company’s strategic position, and improvements in
the Company’s product development process.
• Dr. Sivaram—The Compensation Committee considered Dr. Sivaram’s knowledge and experience
with 3-dimensional memory architectures, his contributions towards and leadership in developing
the Company’s near-term and longer-term memory technologies and his leadership in organizing
and managing the Company’s worldwide memory technology teams.
• Mr. Whitaker—The Compensation Committee considered Mr. Whitaker’s leadership in the
Company’s intellectual property licensing program and litigation strategy, as well as his
contributions to the completed acquisition of SMART Storage, the convertible debt offering, and
other legal matters.
Upon consideration of each of the foregoing company-wide and individual factors, the Compensation
Committee determined that the actual cash incentive awards for fiscal year 2013 for each Named Executive
Officer should be as follows: $3,063,750 for Mr. Mehrotra (215% of his target bonus); $1,275,000 for
Ms. Bruner (214% of her target bonus); $960,000 for Mr. Sadana (215% of his target bonus); $290,000 for
Dr. Sivaram (172% of his target bonus, as pro-rated based on Dr. Sivaram’s start date at the Company of
June 24, 2013); and $540,000 for Mr. Whitaker (180% of his target bonus, as pro-rated based on
Mr. Whitaker’s start date at the Company of January 7, 2013). These annual cash incentive awards earned
by the Named Executive Officers for fiscal year 2013 are also set forth in the ‘‘Non-Equity Incentive Plan
Compensation’’ column in the Summary Compensation Table.
Clawback Policy on Cash-Based Incentive Awards
The Section 16 Officers, including the Named Executive Officers, are subject to the Company’s
clawback policy. The Company’s clawback policy provides that the Board may require reimbursement or
forfeiture of all or a portion of any cash-based incentive compensation paid to such individual to the extent
that (i) the Company’s financial statements are required to be restated as a result of material
non-compliance with any financial reporting requirements under the federal securities laws (other than a
restatement due to a change in financial accounting rules), (ii) as a result of such restatement, a
performance measure or specified performance target which was a material factor in determining the
amount of cash-based incentive compensation previously earned by the individual is restated, and
(iii) upon a determination by the Board, a lesser payment of cash-based incentive compensation would
have been made to the individual based upon the restated financial results. The Board intends to revisit the
Company’s clawback policy once the SEC adopts final rules implementing the requirements of Section 954
of the Dodd-Frank Act.
Long-Term Share-Based Incentive Awards
The Company’s policy is that the long-term compensation of the executive officers, including the
Named Executive Officers, should be directly linked to the value provided to the Company’s stockholders.
Therefore, 100% of the Named Executive Officers’ long-term compensation is currently awarded in the
form of share-based instruments that are in, or valued by reference to, the Company’s Common Stock. The
Company’s share-based awards have been made in the form of stock options and RSUs, although the
majority of these awards have historically been stock options. The number of shares of Common Stock
subject to each annual award is intended to create a meaningful opportunity for stock ownership in light of
the Named Executive Officer’s current position with the Company, the economic value of comparable
awards to comparable executive officers at the Company’s peer companies, the individual’s potential for
increased responsibility and promotion over the award term, and the individual’s performance in recent
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