SanDisk 2014 Annual Report Download - page 42

• Ms. Bruner—The Compensation Committee considered Ms. Bruner’s contributions to the
Company’s financial matters, investor relations and other administrative and infrastructure
functions and corporate management of the Company, including with respect to her leadership on
the integration of Fusion-io.
• Mr. Sadana—The Compensation Committee considered Mr. Sadana’s contributions to the
Company’s overall strategy, and in particular the negotiation and closing of the acquisition of
Fusion-io and its subsequent integration. The Compensation Committee also considered
Mr. Sadana’s leadership in expanding the Company’s venture investments initiative.
• Mr. Nir—The Compensation Committee considered Mr. Nir’s leadership of the Company’s retail
strategy and business, which continued its strong profit profile, market share leadership in key
markets, and introduction of new products. The Compensation Committee also considered
Mr. Nir’s leadership in the Company’s corporate marketing strategy and achievements.
Upon consideration of each of the foregoing company-wide and individual factors, the Compensation
Committee determined that the actual bonus awards for fiscal year 2014 for the Named Executive Officers
eligible for such awards should be as follows: $1,875,000 for Mr. Mehrotra (125% of his target bonus);
$775,500 for Ms. Bruner (125% of her target bonus); $581,000 for Mr. Sadana (125% of his target bonus);
and $315,000 for Mr. Nir (125% of his target bonus). These annual bonuses earned by the Named
Executive Officers for fiscal year 2014 are also set forth in the ‘‘Non-Equity Incentive Plan Compensation’’
column in the Summary Compensation Table.
Clawback Policy on Bonus 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 bonus 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 bonus
compensation previously earned by the individual is restated, and (iii) upon a determination by the Board,
a lesser payment of bonus 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 a combination of stock options and RSUs,
although the majority of the share-based 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 periods. The Compensation Committee also takes into consideration
the number of unvested share-based incentive awards held by each Named Executive Officer, in order to
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