SanDisk 2014 Annual Report Download - page 37

following policies, which remained in effect in fiscal year 2014, to ensure that its executive compensation
program is consistent with good governance standards:
• In general, the executive officers are not entitled to guaranteed, non-performance based bonuses or
salary increases.
• The executive officers are not entitled to tax reimbursement or tax gross-up payments in respect of
perquisites or other compensation.
• The Company maintains a clawback policy pursuant to which each Section 16 Officer, including
each Named Executive Officer, may be required to reimburse or forfeit all or a portion of any
cash-based incentive compensation received if the Company’s financial statements are required to
be restated as a result of material non-compliance with any financial reporting requirements.
• To align the interests of the Company’s executive officers with the interests of the Company’s
stockholders, the Company maintains stock ownership guidelines (set forth in the Company’s
Corporate Governance Principles, which are available on the Company’s website) that require that
each executive officer retain a minimum equity ownership interest in the Company. The Company
revised its stock ownership guidelines in March 2014 to, among other things, require certain levels
of outright equity ownership, as discussed in more detail under ‘‘Stock Ownership Guidelines’’
below.
• The Company’s insider trading policy prohibits the Company’s executive officers from short-selling
the Company’s Common Stock, trading in derivative securities related to the Company’s securities,
including the Company’s Common Stock, or otherwise engaging in activities designed to hedge
against the Company’s Common Stock.
• Perquisites and other personal benefits do not constitute a significant portion of the compensation
for the executive officers. The Company’s executive officers participate in broad-based Company-
sponsored health and welfare benefits programs on the same basis as other regular employees.
• The Company does not currently offer, nor does the Company have plans to provide, defined
benefit pension arrangements or nonqualified deferred compensation plans or arrangements to its
executive officers.
Comparison to Peer Companies. Consistent with the compensation philosophies described above, the
goal of the Company is to provide its executive officers, including the Named Executive Officers, with a
compensation program that is competitive relative to its industry peers. To that end, the Compensation
Committee evaluates executive compensation relative to compensation paid to similarly situated executive
officers at companies determined to be peer companies of the Company. The Compensation Committee
reviewed and approved the following selected peer companies for fiscal year 2014:
• Advanced Micro Devices, Inc. • LSI Corporation
• Analog Devices, Inc. • Marvell Technology Group Ltd.
• Applied Materials, Inc. • Micron Technology, Inc.
• Broadcom Corporation • NetApp, Inc.
• Freescale Semiconductor, Ltd. • NVIDIA Corporation
• Juniper Networks, Inc. • Seagate Technology PLC
• Lam Research Corporation • Texas Instruments Incorporated
• Western Digital Corporation
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Proxy Statement