SanDisk 2014 Annual Report Download - page 44

the Compensation Committee and the Company’s Chief Executive Officer, as applicable, considered the
following general factors:
• The economic value of the share-based awards granted to comparable executive officers at the
Company’s peer companies;
• The proportional amount and value of the Named Executive Officer’s unvested share-based
incentive awards in comparison to the other Named Executive Officers;
• The Company’s financial performance in fiscal year 2013 (other than for Mr. Brazeal); and
• The Named Executive Officer’s expected future contributions to the Company.
The Compensation Committee and the Company’s Chief Executive Officer, as applicable, also considered
the following individual-specific factors:
• Mr. Mehrotra—The Compensation Committee considered Mr. Mehrotra’s individual performance
in the recent period related to the Company’s financial, operational and strategic performance and
his continued leadership of the Company.
• Ms. Bruner—The Compensation Committee considered Ms. Bruner’s position and responsibilities
as Executive Vice President, Administration and Chief Financial Officer and individual
performance in the recent period related to the Company’s financial matters, investor relations and
other administrative and infrastructure functions, as well as corporate management of the
Company.
• Mr. Sadana—The Compensation Committee considered Mr. Sadana’s position and responsibilities
in his then current role as Executive Vice President and Chief Strategy Officer and individual
performance related to the Company’s overall strategy and mergers and acquisitions, as well as
corporate management of the Company.
• Mr. Brazeal—The Compensation Committee and the Company’s Chief Executive Officer
considered Mr. Brazeal’s position and responsibilities as Chief Legal Officer and Senior Vice
President, IP Licensing.
• Mr. Nir—The Compensation Committee considered Mr. Nir’s position and responsibilities as
Senior Vice President, Corporate Marketing, and General Manager, Retail, and individual
performance related to the Company’s corporate marketing activities, retail strategy, as well as the
performance of the Company’s retail business.
Severance and Other Benefits Upon Termination of Employment or Change in Control
In order to achieve the Company’s compensation objective of attracting, retaining and motivating
qualified executive officers, the Company believes that it needs to provide the executive officers with
severance protections that are consistent with the severance protections offered by its peer companies. The
Company’s philosophy is that a contractual right to severance pay should exist for certain executive
officers, including the Named Executive Officers, only upon certain terminations of employment in
connection with a change in control of the Company, and for the Company’s Chief Executive Officer, upon
certain other terminations of employment.
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