SanDisk 2014 Annual Report Download - page 20

for the Compensation Committee, which was last reviewed and approved in March 2015. The charter
requires, in part, that the Compensation Committee consist of no fewer than three Directors who satisfy
the independence requirements of NASDAQ and applicable law. The Board has determined that each
member of the Compensation Committee satisfies such independence requirements.
While the Compensation Committee has primary authority for the administration of the Company’s
incentive plans for the Company’s Section 16 Officers, the Board has delegated concurrent authority to the
Compensation Committee and a committee that may consist of one or more Directors (the ‘‘Secondary
Board Committee’’) as well as a committee that may consist of one or more executive officers of the
Company (the ‘‘Secondary Executive Committee’’) for certain other types of share-based awards. The
Secondary Board Committee may only grant share-based awards (including stock options and restricted
stock units (‘‘RSUs’’)) to employees who are not Section 16 Officers. In fiscal year 2014, the Secondary
Board Committee consisted of Mr. Mehrotra. The Secondary Executive Committee may only grant stock
options (but not RSUs or other share-based awards) to employees who are not Section 16 Officers. In
fiscal year 2014, the Secondary Executive Committee consisted of Judy Bruner, the Company’s Executive
Vice President, Administration and Chief Financial Officer and Donald Robertson, the Company’s Vice
President and Chief Accounting Officer. Share-based awards to the Section 16 Officers are made
exclusively by the Compensation Committee, and share-based awards to non-employee directors of the
Company are recommended by the Compensation Committee to the Board for approval.
Processes and Procedures. For information on the responsibilities and activities of the Compensation
Committee, including the processes and procedures for the consideration and determination of Director
and executive compensation, see ‘‘Director Compensation’’ and ‘‘Executive Compensation-Compensation
Discussion and Analysis.’’
Independent Compensation Consultant. Pursuant to its charter, the Compensation Committee has the
power, in its discretion, to retain at the expense of the Company, independent counsel and other advisors
as it deems necessary or appropriate to assist the Compensation Committee in carrying out its duties.
Under its charter, the Compensation Committee has the express authority to decide whether to retain a
compensation consultant to assist in the evaluation of the Company’s compensation programs. If the
Compensation Committee decides, in its discretion, to retain a compensation consultant, the
Compensation Committee has the sole authority to retain and terminate such consultant engaged to assist
in the evaluation of the compensation of the Company’s Section 16 Officers (including all of the Named
Executive Officers, who are identified below in ‘‘Compensation Discussion and Analysis’’). In fiscal year
2014, the Compensation Committee retained Farient Advisors (‘‘Farient’’), an outside compensation
consultant, to assist in analyzing the Company’s peer companies for fiscal year 2015 compensation, and to
provide information on compensation-related trends and developments in the Company’s industry and
fiscal year 2015 peer companies, including equity award practices. Compensia, Inc. (‘‘Compensia’’), an
outside compensation consultant that the Company had previously engaged, evaluated the competitiveness
of the Company’s executive compensation programs relative to the Company’s fiscal year 2014 peer
companies and provided information on compensation-related trends and developments in the Company’s
industry and fiscal year 2014 peer companies, including equity award practices.
Compensation Committee Interlocks and Insider Participation. The Compensation Committee during
fiscal year 2014 consisted of Mr. Federman (Chair), Mr. Gomo, Mr. DeNuccio (through February 3, 2014),
and, as of February 10, 2014 and December 12, 2014, Mr. Mercer and Mr. Hartenstein, respectively. In
fiscal year 2014, no member of the Compensation Committee was a current or former executive officer or
employee of the Company. See ‘‘Certain Transactions and Relationships’’ for a description of a transaction
occurring during fiscal year 2014 involving Mr. Federman and transactions occurring during fiscal year
2014 involving Dr. Hu, each of which requires disclosure by the Company under the SEC’s rules requiring
disclosure of certain relationships and related-party transactions. None of the Company’s executive officers
12