SanDisk 2014 Annual Report Download - page 47

exception that there were no changes to the base salary of Mr. Brazeal which was determined in
connection with his hire in December 2014, as follows: Mr. Mehrotra, $1,050,000; Ms. Bruner, $651,000;
Mr. Sadana, $542,000; and Mr. Nir, $420,000. These base salary adjustments, effective as of February 23,
2015, reflect increases from the most recent salaries for each of these Named Executive Officers of 5.0%,
5.0%, 5.0% and 8.5%, respectively. The target bonus percentages remained the same for each of the
Named Executive Officers. Mr. Brazeal’s target bonus percentage for fiscal year 2015 is 70% of his annual
base salary, which was established in connection with his hire in December 2014.
In February 2015, the Compensation Committee approved the grant of long-term share-based
incentive awards to each of the Named Executive Officers, except for Mr. Brazeal who received a grant in
connection with his hire in December 2014. The awards were in the form of RSUs and stock options. The
stock options vest and become exercisable over a four (4) year period following the grant date. The RSUs
vest and result in the annual issuance of stock over a four (4) year period following the grant date.
Stock Ownership Guidelines
Each Director and executive officer is required to beneficially own Common Stock (within the
meaning of Rule 13d-3 under the Exchange Act), with a minimum stock ownership requirement, if any, as
determined by the Board from time to time. In 2014, the Company revised its stock ownership guidelines,
as set forth in the Company’s Corporate Governance Principles, to establish required minimum equity
stakes (calculated by including shares of Company Common Stock owned outright and half a share for
each Company unvested RSU) and outright equity ownership (defined as shares of Company Common
Stock owned outright) for Directors and executive officers. The revised stock ownership guidelines provide
for a phase-in period of five years from appointment as a Director or executive officer or from
modification of the stock ownership guidelines, provided that if a Director or executive officer achieves
compliance with either (or both, as the case may be) of the required equity stake and the required outright
equity ownership prior to expiration of the applicable phase-in period, then the Director or executive
officer must continue to comply with such holding requirement(s) as if the applicable phase-in period had
expired. The revised stock ownership guidelines contain the following required minimum equity stakes and
outright equity ownership:
Required Required Outright
Company Position Equity Stake Equity Ownership
Director .................................................. 5,000 3,000
Chief Executive Officer ........................................ 65,000 16,250
Executive Vice President ....................................... 25,000 6,250
Senior Vice President ......................................... 15,000 3,750
The Company’s Directors and executive officers complied with the stock ownership guidelines in
effect in fiscal year 2014.
The Company’s stock ownership guidelines are set forth in the Company’s Corporate Governance
Principles, which are available on the Company’s website.
Insider Trading Policy
The Company’s insider trading policy prohibits the Company’s employees, including 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.
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Proxy Statement