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This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Compensation
Philosophy
Our compensation philosophy for our executive officers is based
on the belief that the interests of our executives should be
closely aligned with those of our stockholders. To support this
philosophy, a large portion of each executive officer’s
compensation is placed at risk and linked to the accomplishment
of specific results that are expected to lead to the creation of
short-term and long-term value for our stockholders. Our
compensation policies and programs are designed to:
This excerpt taken from the WDC DEF 14A filed Dec 15, 2006. Compensation
Philosophy
Western Digital’s compensation philosophy for executive
officers is based on the belief that the interests of the
executives should be closely aligned with Western Digital’s
stockholders. To support this philosophy, a significant portion
of each executive officer’s compensation is placed at risk
and linked to the accomplishment of specific results that are
expected to lead to the creation of short-term and long-term
value for Western Digital’s stockholders. Western
Digital’s compensation policies and programs are designed
to:
In furtherance of these goals, Western Digital’s executive
compensation policies, plans and programs consist of base
salary, annual incentive compensation, long-term incentive
awards, including stock options, restricted stock
and/or stock
unit awards and long-term cash awards that are conditioned upon
the satisfaction of performance goals established by the
Committee, a deferred compensation plan, certain severance
benefits and other benefits.
The Committee considers all elements of compensation and Western
Digital’s compensation philosophy when determining
individual components of pay. Generally, the Committee does not
follow any principles in a formulaic fashion; rather, the
members use their experience and judgment in determining the mix
of compensation for each individual. In addition to the
experience and knowledge of the Committee and Western
Digital’s Human Resources staff, the Committee utilizes the
services of an independent human resources consultant who
provides advice and
Table of Contents
counsel, as well as competitive data from peer companies in
competition for similar management talent. The competitive data
includes information from direct competitors of Western Digital
and from other companies in the high-technology industry with
similar size and performance characteristics. Most of the
companies included in this analysis are also included in the Dow
Jones US Technology, Hardware and Equipment Index (see
“Stock Performance Graph” at page 26).
While there is no specific formula that is used to set
compensation in relation to this market data, executive officer
base salary, individual bonus target amounts and equity-based
awards, when combined, are generally equivalent to the median
total direct compensation level for comparable jobs in the
marketplace. However, depending upon Western Digital’s
business groups’ and individual performance as measured
against predetermined financial and non-financial goals, amounts
paid under Western Digital’s performance-based compensation
program
and/or
equity awards granted to individuals may lead to total direct
compensation levels that are lower or higher than the median
levels for comparable jobs. Western Digital intends to provide a
total direct compensation opportunity for executive officers
that is above average, but with an above-average amount of the
total direct compensation opportunity at risk and dependent upon
Western Digital’s performance.
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