SanDisk 2014 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. Each of the eight nominees were elected to the Board by the
stockholders at the 2014 Annual Meeting of Stockholders. 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, January 2014
and May 2014. There are no family relationships between any executive officer, as defined in Rule 3b-7 (an
‘‘executive officer’’) of the Exchange Act, 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 resulting vacancy. Unless otherwise instructed,
the proxy holders will vote the proxies received by them ‘‘FOR’’ each of the eight 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 additional information as of March 2, 2015 regarding the nominees to the Board.
First
Position(s) with Elected/Appointed
Name the Company Age as a Director
Michael E. Marks(1) ............. Chairman of the Board 64 2003
Irwin Federman(2)(3) .............. Director 79 1988
Steven J. Gomo(2)(3) .............. Director 62 2005
Eddy W. Hartenstein(1)(2) .......... Director 64 2005
Dr. Chenming Hu ............... Director 67 2009
Catherine P. Lego(3)(4) ............ Director 58 2004
Sanjay Mehrotra ................ President, Chief Executive Officer and Director 56 2010
D. Scott Mercer(2)(3) ............. Director 64 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.
Education: Mr. Federman has a B.S. in Economics from Brooklyn College and was awarded an
Honorary Doctorate of Engineering from Santa Clara University.
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Proxy Statement