SanDisk 2014 Annual Report Download - page 25

Director that may bear on his or her ability to continue to serve on the Board or his or her value to
the Board; and the Company’s retirement policy for Directors, as set forth in its Corporate
Governance Principles; and
• To the extent desired by the Nominating and Governance Committee, views of the other members
of the Board and the Company’s senior management regarding the qualifications and suitability of
prospective nominees.
Director Compensation
Director Compensation Table—Fiscal Year 2014
The following table presents information regarding the compensation earned during fiscal year 2014
to Directors who were members of the Board at any time during fiscal year 2014 and who were not also an
employee of the Company (referred to herein as ‘‘Non-Employee Directors’’). Directors employed by the
Company are not entitled to receive additional compensation for their service as Directors; information
regarding the compensation awarded to Mr. Mehrotra in fiscal year 2014 is included in ‘‘Summary
Compensation Table—Fiscal Years 2012-2014’’ in this Proxy Statement.
Fees Earned or All Other
Paid in Cash Stock Awards Option Awards Compensation Total
Name ($) ($)(1)(2)(3) ($)(1)(2)(3) ($)(4) ($)
Michael E. Marks ................ 150,000 125,706 150,069 1,348 427,123
Kevin DeNuccio(5) ................ 18,750 — — — 18,750
Irwin Federman ................. 95,000 125,706 150,069 1,348 372,123
Steven J. Gomo ................. 87,500 125,706 150,069 1,348 364,623
Eddy W. Hartenstein .............. 67,850(6) 125,706 150,069 1,348 344,973
Dr. Chenming Hu ................ 60,000 125,706 150,069 238,848(7) 574,623
Catherine P. Lego ................ 90,000 125,706 150,069 1,348 367,123
D. Scott Mercer ................. 86,676(8) 125,706 150,069 1,449 363,900
(1) The amounts represent the full grant date fair value of the stock awards (which term includes RSUs for purposes
of this Proxy Statement) and option awards granted in fiscal year 2014 as computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (‘‘ASC 718’’). For a discussion of the
assumptions and methodologies used to calculate the valuations of the stock awards and option awards, please
see the discussion of stock awards and option awards contained in Note 10, ‘‘Stockholders’ Equity and Share-
Based Compensation,’’ of the Notes to Consolidated Financial Statements in Item 8 ‘‘Financial Statements and
Supplementary Data,’’ of the Company’s Form 10-K for the fiscal year ended December 28, 2014 filed with the
SEC on February 10, 2015. Under general accounting principles, compensation expense with respect to stock
awards and option awards granted to the Directors is generally recognized over the vesting periods applicable to
the awards.
(2) In June 2014, the Company granted each of the Non-Employee Directors an annual stock option award in the
amount of 6,250 shares, with an exercise price of $102.20, and an annual RSU award in the amount of 1,230
shares. Subject to the Non-Employee Director’s continued service, the shares subject to each such award vest in
one installment on the earlier of (i) the first anniversary of the grant date or (ii) the day immediately preceding
the next annual meeting of the Company’s stockholders following the grant date.
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Proxy Statement