Western Digital Creates Environments for Your Data to Thrive
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PROXY 2019 STATEMENT Western Digital creates environments for your data to thrive. As a leader in data infrastructure, the company is driving the innovation needed to help customers across the data-lifecycle, as they generate, capture, store, transform, move, and consume data. Everywhere data lives from endpoints such as personal devices to the emerging edge computing ecosystem to large-scale data centers, our industry-leading solutions deliver the possibilities of data. Western Digital’s vision is to architect how data enables the world to solve its biggest challenges. We have a passion to innovate and lead the charge in the transformation of data. Creating the right environment where our employees can thrive is key to how we do business. Quality products, exceptional customer service and industry-leading solutions all come from a culture that’s inclusive, forward-thinking and bold enough to imagine the possibilities of data. Our strategy supports our mission to be recognized as the world’s leading data infrastructure company We continue to pursue a long-term value-creation strategy underpinned by growth in Big Data and Fast Data applications. Western Digital’s platform is strategically positioned to play a key role in supporting long-term growth trends. Our strategy is dependent on continuing to build a culture of growth and innovation to accomplish four major strategic pillars Re-architect Lead in the Seek Targeted Continue to Lead in Data Infrastructure Data Center Wins at the Edge Client Devices & Retail Developing the technology Focusing on the scale, and End Points Customer-Focused underlying the future of Big reliability and capacity Serving the distinctive Solutions Data and Fast Data necessary for data centers needs of specific data uses Leading in client devices and and settings consumer solutions Establish leadership in Drive closer data-center Provide a comprehensive Focus on emerging HDD architectures supporting customer engagements to suite of solutions to segments such as surveillance Zettascale deployments such become a strategic partner serve customers from the while growing consumer as Zoned Storage that serves the full breadth end points to the edge SSD business of customer requirements and beyond Build leadership in memory Strengthen leadership and storage fabrics Enable next-gen interface Establish leadership in in customer facing retail transitions for solid state emerging segments such as solutions, while driving growth drives (“SSDs”) Automotive and Industrials through emerging retail Build on technology segments such as personal leadership across storage cloud-based storage technologies – hard disk Leverage energy-assist Continue to innovate in other drive (“HDD”) and flash to technologies to drive end point segments such as enable innovations such long-term growth in mobile and gaming as RISC-V Capacity HDDs Culture of Growth and Innovation Letter from Our Chairman “In the midst of challenging dynamics on both the market and geopolitical  fronts in fiscal 2019, the Western Digital leadership team maintained its focus on execution, further improved operational efficiency and delivered the strongest product portfolio in the company’s history.” Dear Fellow Stockholders: On behalf of the Board of Directors, thank you for your investment in Western Digital. Our ongoing transformation into a data infrastructure company is on solid footing and we are well-positioned to capitalize on industry trends to deliver sustainable long-term value. Diversified Global Data Storage Solutions Leader Positioned for Growth In a very short period of time, data has transformed from being merely a byproduct of digital life to becoming the very engine of the global economy. Storage is fundamental to creating value from data, and we believe the future will be built by the most innovative and trusted companies providing advanced building blocks for intelligent data infrastructures. As a market leader and innovator in this space, we believe the future will be built on Western Digital’s platform. In the midst of challenging dynamics on both the market and geopolitical fronts in fiscal 2019, the Western Digital leadership team maintained its focus on execution, further improved operational efficiency and delivered the strongest product portfolio in the company’s history. We ended the year with a leadership position in capacity enterprise hard drives, 3D flash technology and branded retail products, while achieving significant gains in client solid state drives. As our progress over the past year has demonstrated, Western Digital has earned an increasingly strategic position in today’s data-driven world. In addition to continued progress against our long-term strategy, the Board has remained focused on overseeing succession planning for key members of the management team. In late calendar 2018, we announced the transition of our Chief Financial Officer position, and in May 2019 Bob Eulau was appointed to that role. Mr. Eulau’s background in optimizing financial and operational performance, paired with his strong leadership skills, positions us to maximize our short- and long-term growth opportunities. In addition, in connection with Martin Fink’s retirement in September 2019, Siva Sivaram has taken on an expanded role as President, Technology and Strategy. This combined role will allow Dr. Sivaram to efficiently oversee our key technology initiatives and corporate strategy as we further strengthen Western Digital’s leading technology position and innovative product portfolio. Creating a Culture of Inclusion Our progress this year could not have been possible without the diligent efforts of our global workforce of approximately 62,000 employees. We remain focused on creating a strong unified workforce culture and pursuing our strategic initiative to build a diverse and inclusive organization. In fiscal 2019, we hired our first-ever Vice President of Diversity and Inclusion, who is responsible for executing our global diversity and inclusion strategy. Some of the initiatives within this strategy have included implementing unconscious bias training across the enterprise, expanding our employee resource groups, creating a women’s leadership development program, initiating the development of a strategy to increase diversity in our candidate pipeline, publishing our Diversity and Inclusion Statement company- wide and conducting a pay equity analysis. The success of Western Digital is predicated on the success of our workforce, and we are working to ensure that our employees are supported by an inclusive company culture. As data becomes an increasingly valuable asset, Western Digital is positioned to capitalize on this growing opportunity and deliver long-term value. We appreciate your ongoing support and thank you for being a Western Digital stockholder. MATTHEW E. MASSENGILL Independent Chairman of the Board 2019 PROXY STATEMENT 1 Letter from Our Lead Independent Director “As Western Digital operates in a rapidly changing industry, the Board of Directors is focused on a Board composition that supports long-term value creation.” Dear Fellow Stockholders: The responsibilities of I am honored to serve as Lead Independent Director of Western Digital’s Board of Directors. As we approach our 2019 Annual Meeting, I would like to take this opportunity to share how our Lead Independent our Board is addressing key areas of stockholder interest: Director include: Evolution of Board Composition Supports Long-Term Value Creation • Acting as a liaison As Western Digital operates in a rapidly changing industry, the Board of Directors is focused on between our a Board composition that supports long-term value creation. Accordingly, the Board remains independent directors committed to Board diversity, recognizing that a broad range of perspectives is critical to effective and management; corporate governance and overseeing the execution of our company’s strategy. The Governance Committee is actively engaged in succession planning to identify and recruit new directors. In • Assisting our Chairman of recent years, the primary focus has been on committee chair roles, upcoming retirements and the Board in establishing maintaining a diverse group of directors in terms of gender, skill sets and backgrounds. the agenda for These efforts have facilitated an orderly refreshment as our Board continues to evolve to align Board meetings; with the strategic direction of the company. Over the past five years, we have appointed four • Coordinating the agenda new independent directors, including most recently Kimberly Alexy and Stephanie Streeter in for, and chairing, the November 2018. Ms. Alexy founded Alexy Capital Management, a private investment fund, in 2005, and currently serves as its principal. Ms. Streeter is an accomplished business executive executive sessions of our who served as the chief executive officer of Libbey Inc. from 2011 to 2016. Together, they independent directors; bring decades of experience in strategic leadership in vertically integrated manufacturing, • Presiding at any Board data analytics, cybersecurity, and supply chain and distribution, and their backgrounds meetings at which our complement the skills of our existing Board members. Chairman is not present; Board Focus on Information Technology and Cybersecurity Risks • Leading our stockholder We recognize the increasing risks that information technology and cybersecurity threats pose to engagement efforts; our business. Our Board as a whole is updated throughout the year on specific