on all matters related to the compensation of executive officers and directors. For fiscal 2013, the Compensation
Committee retained Mercer (US) Inc. ("Mercer"), a wholly owned subsidiary of Marsh & McLennan Companies,
Inc. ("MMC"), as its compensation consultant, with Mercer attending all in-person meetings of the
Compensation Committee held during the year. Mercer's fees for executive compensation consulting to the
Compensation Committee in fiscal 2013 were approximately $542,000. A summary of the executive
compensation services provided by Mercer during fiscal 2013 is included in the "Compensation Discussion and
Analysis" section under the heading "Role of the Compensation Consultant."
plan administration services with respect to the company's general health and welfare benefit plans and
programs. The aggregate fees paid for those other services in fiscal 2013, either directly by the company or via
commissions from third party insurers, were approximately $860,000. These services were approved by company
management in the ordinary course of business. As described in more detail in the "Compensation Discussion
and Analysis," Mercer and its affiliates have established and followed safeguards between the executive
compensation consultants engaged by the Compensation Committee and the other MMC service providers to the
company, which are designed to help ensure that the Compensation Committee's executive compensation
consultants continue to fulfill their role in providing objective, unbiased advice. In August 2013, the
Compensation Committee assessed the independence of Mercer in accordance with Securities and Exchange
Commission and NASDAQ rules. Taking such safeguards into account, the Compensation Committee concluded
that Mercer's work for the Compensation Committee does not raise any conflicts of interest.
Stock Market. Although Mr. Massengill served as our Chief Executive Officer more than six years ago and may
not be considered independent by certain shareholder advisory firms, our Board of Directors believes that it is
nonetheless appropriate and in the best interests of the company and its stockholders for Mr. Massengill to serve
on the Governance Committee. Mr. Massengill, who is considered an independent director under the listing
standards of the NASDAQ Stock Market, currently serves on the Governance Committee of two other public
companies. Our Board of Directors believes that Mr. Massengill's extensive public company board and
governance committee experience can provide significant value to the Governance Committee. The Governance
Committee, which (among other things) performs functions similar to a nominating committee, operates pursuant
to a written charter that is available on our website under the Investor Relations section at investor.wdc.com. As
described in further detail in the written charter of the Governance Committee, the key responsibilities of the
Governance Committee include: (1) developing and recommending to the Board of Directors a set of corporate
governance principles; (2) evaluating and recommending to the Board of Directors the size and composition of
the Board of Directors and the size, composition and functions of the committees of the Board of Directors;
(3) developing and recommending to the Board of Directors a set of criteria for membership; (4) identifying,
evaluating, attracting, and recommending director candidates for membership on the Board of Directors,
including directors for election at the annual meeting of stockholders; (5) making recommendations to the Board
of Directors on such matters as the retirement age, tenure and resignation of directors; (6) managing the Board of
Directors performance review process and reviewing the results with the Board of Directors on an annual basis;
(7) overseeing the evaluation of the Chief Executive Officer by the Compensation Committee; and (8) reviewing
and making recommendations to the Board of Directors regarding proposals of stockholders that relate to
corporate governance.