WESTERN DIGITAL CORP
For the period ended Jun 27, 2025. Filed Oct 6, 2025.
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Jun 27, 2025 · Filed Oct 6, 2025
Contents
Board Structure
Board Leadership Structure
Current Leadership Structure
| IRVING TAN | MARTIN I. COLE |
|---|---|
| Chief Executive Officer and Director | Chair of the Board |
Our Board of Directors does not have a policy with respect to whether the roles of Chair of the Board and CEO should be separate and, if they are to be separate, whether our Chair of the Board should be selected from our non-employee directors or should be an employee. Our Board believes the Board’s leadership structure at any point in time should be based upon an assessment of the needs of our Board and our company at the time after giving consideration to, among other things, our business plans, strategic opportunities and succession planning priorities. Our Board also considers the views of stockholders, including as it relates to director independence, as well as corporate governance and industry trends.
We currently separate the roles of CEO and Chair of the Board, with Mr. Cole currently serving as Chair of the Board. Mr. Cole has served as Chair of the Board since the Separation. Our Board believes this is the appropriate leadership for our company at this time because it permits Mr. Tan, who began serving as our CEO in February 2025, to focus on setting our strategic direction, day-to-day leadership and our performance post-Separation, while permitting our Chair of the Board to focus on providing guidance to our CEO and setting the agenda for Board meetings. Our Board also believes that the separation of our CEO and Chair of the Board roles assists our Board in providing robust discussion and evaluation of strategic goals and objectives. We believe that Mr. Cole is best suited for the Chair of the Board position based on his strong leadership skills, extensive experience in the technology industry, public company experience and many years of building strong relationships on our Board.
| 26 | Western Digital2025 Proxy Statement |
Our Corporate Governance Guidelines provide that our Board will appoint a Lead Independent Director if our Chair of the Board is not an independent director under the Nasdaq Stock Market listing standards or if our Board otherwise deems it appropriate. In connection with Mr. Cole’s appointment as Chair of the Board, our Board determined not to appoint a Lead Independent Director.
From 2015 through the Separation, Mr. Massengill served as Chair of the Board. Although our Board had determined that Mr. Massengill qualifies as independent under the Nasdaq Stock Market listing standards, because he is a former executive Chair of the Board and President and CEO of our company, our Board believed that it was appropriate to annually appoint a Lead Independent Director during Mr. Massengill’s tenure as Chair of the Board. Our Lead Independent Director played an important role in maintaining effective independent oversight of our company. The independent members of our Board had most recently appointed Ms. Streeter as our Lead Independent Director, a position she held from 2021 until the Separation.
The responsibilities of our Chair of the Board are summarized below.
| lLeads our Board in oversight of management and company strategylCalls and chairs Board and stockholder meetingslSets meeting schedules and agendas | lFacilitates communication among directors and with management between meetingslConvenes executive sessions of independent directorslRepresents our company in communications with stockholders and other stakeholders as appropriate |
|---|
Executive Sessions
All members of our Board of Directors, other than our CEO, are independent. In order to assure that our independent directors are not inappropriately influenced by management, the independent directors meet without management in executive sessions led by our independent Chair of the Board in conjunction with each regularly scheduled meeting of our Board, and otherwise as deemed necessary by our Chair of the Board or our other independent directors. At these executive sessions, our independent directors review, among other things, our strategy, financial performance, management effectiveness and succession planning. Our Chairs of each of the Board committees also lead regular executive sessions of each of the Board committees. These executive sessions allow independent directors to speak candidly on any matter of interest, without members of management present.
| Corporate Governance Matters | 27 |
Committees
Our Board of Directors has standing Audit, Compensation and Talent, Governance and Executive Committees. Each of the standing committees operates pursuant to a written charter that is available on our website under “Leadership & Governance” at investor.wdc.com. Our Board has affirmatively determined that all members of the Audit, Compensation and Talent and Governance Committees are independent as defined under the listing standards of the Nasdaq Stock Market and applicable SEC rules.
| Audit Committee | Meetings Held in Fiscal 2025: 11 | Committee Report: page 86 | ||
|---|---|---|---|
| COMMITTEE MEMBERS | KEY RESPONSIBILITIES | ||
| lDirectly responsible for appointing, compensating and overseeing independent accountants, with input from managementlPre-approves all audit and non-audit services provided by our independent accountantslReviews annual and quarterly financial statementslReviews adequacy of accounting and financial personnel resourceslOversees and appoints our chief audit executive and reviews our internal audit plan and internal controlslReviews and discusses with management risk assessment and enterprise risk management policies, including risks related to financial reporting, accounting, internal controls, fraud, capital structure, legal and regulatory compliance and cybersecuritylReviews and discusses with management the implementation of legal and regulatory requirements regarding public disclosure of topics covered by our corporate responsibility and sustainability programs and related controls and procedureslOversees ethics and compliance program Our Board has affirmatively determined that each member is an “audit committee financial expert” as defined by rules of the SEC. | |||
| Kimberly E. Alexy (Chair) | Martin I. Cole | ||
| Bruce E. Kiddoo | Roxanne Oulman | ||
| Compensation and Talent Committee | Meetings Held in Fiscal 2025: 9 | Committee Report: page 37 | ||
|---|---|---|---|
| COMMITTEE MEMBERS | KEY RESPONSIBILITIES | ||
| lEvaluates and approves executive officer compensationlReviews our people programs and initiatives, including talent attraction, engagement and retention and inclusionlReviews and makes recommendations on non-employee director compensationlReviews and approves corporate goals and objectives for our CEO’s compensation and evaluates our CEO’s performance in light of those goals and objectiveslOversees incentive and equity-based compensation planslReviews and recommends changes to benefit plans requiring Board approvallReviews, approves, oversees and administers our compensation recovery (clawback) policy applicable to executive officerslReviews and approves our stock ownership guidelines applicable to executive officerslOversees the CEO succession plan and senior leadership development program | |||
| Tunç Doluca (Chair) | Roxanne Oulman | ||
| Stephanie A. Streeter | |||
| 28 | Western Digital2025 Proxy Statement |
| Governance Committee | Meetings Held in Fiscal 2025: 8 | ||
|---|---|---|---|
| COMMITTEE MEMBERS | KEY RESPONSIBILITIES | ||
| lDevelops and recommends a set of corporate governance principleslEvaluates and recommends the size and composition of our Board and committees and functions of committeeslDevelops and recommends Board membership criterialIdentifies, evaluates and recommends director candidateslReviews corporate governance issues and practiceslReviews directorships in other companies held by or offered to directors and executive officerslManages the annual Board and committee evaluation processlAssists our Board in overseeing corporate responsibility and sustainability policies and programs and public reportinglReviews and oversees responses regarding stockholder proposals relating to corporate governance, corporate responsibility or sustainability matterslOversees our political and lobbying strategy, activities and expenditures | |||
| Stephanie A. Streeter (Chair) | Martin I. Cole | ||
| Bruce E. Kiddoo | |||
| Executive Committee | Meetings Held in Fiscal 2025: 1 | ||
|---|---|---|---|
| COMMITTEE MEMBERS | KEY RESPONSIBILITIES | ||
| lHas powers of our Board in management of our business affairs in between meetings of our Board, subject to applicable law or the rules and regulations of the SEC or the Nasdaq Stock Market and specific directions given by our Board | |||
| Irving Tan (Chair) | Kimberly E. Alexy | ||
| Martin I. Cole | Tunç Doluca | ||
| Stephanie A. Streeter | |||
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