Western Digital Corporation · NASDAQ:WDC
Western Digital — Shareholder Meeting (October 2022)
18 slides from Western Digital's shareholder meeting presentation, Oct 28, 2022
Slide 1: Western Digital 2022 Annual Meeting Proxy Supplement
Western Digital 2022 Annual Meeting Proxy Supplement Fall 2022
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws, including statements regarding expectations for: our product strategy, portfolio synergies and strategic review; data growth; demand and industry trends; and updates to our
Slide 3: Executive Summary
Executive Summary As a leading developer, manufacturer, and provider of data storage devices and technology solutions, we are focused on driving growth, profitability and development of our Flash and HDD solution businesses In June 2022, our Board announced a review of strategic alternatives to expl
Slide 4: The New Western Digital
The New Western Digital Delivering on Our Mission to be the World’s Iconic Data Storage Company Leading developer, manufacturer, and provider of data storage devices and technology solutions Operates two market-leading business units: Flash and Hard Drive (HDD) Fifty-year history of technology leade
Slide 5: Rebuilding the Executive Leadership Team
Robert Soderbery EVP & General Manager, Flash Business Joined Sep. 2020 Ashley Gorakhpurwalla EVP & General Manager, HDD Business Joined Oct. 2020 Rebuilding the Executive Leadership Team We Appointed Talented Leaders to Drive Our Strategy Forward Mr. Soderbery and Mr. Gorakhpurwalla were recruited
Slide 6: Compensation Committee Actions to Retain and Focus Executives
Our Compensation and Talent Committee Took Action to Retain and Focus Executives During this Critical Period Actions to Focus Our Leadership Team In evaluating potential equity retention gaps for our NEOs, the Committee evaluated our CEO’s sign-on PSU award granted in March 2020 that served in part
Slide 7: Executive Compensation Design Aligns Pay with Stockholder Interests
Executive Compensation Design Aligns Pay with Stockholder Interests by Focusing Executive Officers on Long-Term Value Creation 7% 15% 12% 17% 48% 34% 33% 34% 67% increase in non-GAAP operating income and 81% increase in non-GAAP EPS relative to fiscal 2021 Leadership in navigating challenges associa
Slide 8: Fiscal 2023 Compensation Program Updates
Fiscal 2023 Compensation Program Updates Our Compensation and Talent Committee Incorporated ESG into our Short-Term Program and Enhanced PSU Structure to Further Align Pay with Stockholder Interests and Incentivize Long-Term Value Creation Simplified PSU design to include 50% Revenue and 50% Non-GAA
Slide 9: Increase in Shares Available for Issuance by 2.75 Million
We are seeking to increase shares available for issuance by 2.75 million shares, to allow for continued use of equity incentives We use our broad-based equity incentive plan to attract and retain top talent across our employee base in an extremely competitive talent market 83% of equity awards were
Slide 10: Diverse and Well-Balanced Board Nominees
Diverse and Well-Balanced Board Nominees Our Directors’ Breadth of Experience and Diversity and Mix of Qualifications, Attributes, and Skills Strengthen the Board’s Independent Leadership and Effective Oversight of Management Deep expertise in finance, securities and corporate governance at several
Slide 11: Board Composition Supports Our Strategy
Our Corporate Governance Guidelines require the Governance Committee to include, and instruct any search firm it engages to include, women and members of underrepresented communities in the pool from which it selects director nominees Board Composition Supports Our Strategy We Routinely Evaluate the
Slide 12: Corporate Governance Practices
Robust year-round Board-led stockholder engagement program that informs Board decisions Independent Board leadership, including a Lead Independent Director with clearly defined roles and responsibilities Corporate Governance Guidelines require director candidate search firms to include women and mem
Slide 13: 2022 Annual Meeting Ballot Items
2022 Annual Meeting Western Digital Values Your Support on our 2022 Ballot Items Our Board recommends: A vote FOR Proposal to elect each of the eight director nominees named in the proxy statement A vote FOR Proposal to approve on an advisory basis the compensation of our named executive officers A
Slide 14: Appendix
Appendix
Slide 15: GAAP to Non-GAAP Reconciliations
In Millions except for percentages; Unaudited Q3 FY 2020 Q4 FY 2022 Revenue $ 4,175 $ 4,528 Operating Expenses $ 852 $ 883 Stock-based compensation expense (65) (65) Amortization of acquired intangible assets (40) (39) Employee termination, asset impairment and other charges (8) (19) Other (1) - Non
Slide 16: GAAP to Non-GAAP Reconciliations (Cont.)
GAAP to Non-GAAP Reconciliations (Cont.) In Millions, Except Per Share Amounts; Unaudited FY 2020 FY 2021 FY 2022 GAAP Net Income (Loss) $ (250) $ 821 $ 1,500 Contamination related charges - - 207 Stock-based compensation expense 308 318 326 Amortization of acquired intangible assets 769 486 221 Pow
Slide 17: Footnotes: GAAP to Non-GAAP Reconciliations
FOOTNOTES GAAP to Non-GAAP Reconciliations This presentation contains the following financial measures that are not in accordance with U.S. generally accepted accounting principles (“GAAP”): non-GAAP operating expenses; Non-GAAP operating expenses as a percentage of revenue; Non-GAAP operating incom
Slide 18: Western Digital. Create What's Next
NS Western Digital. Create What’s Next