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Executive Summary
Western Digital is an industry leading developer and manufacturer of storage solutions that enable people to
create, manage, experience and preserve digital content. Managing our global business to provide long-term
value for our stockholders requires a team of passionate, innovative, dedicated and experienced executives. Our
overriding executive compensation philosophy is clear and consistent -- we pay for performance. Our executives
are accountable for the performance of the company and the segments they manage and are compensated
primarily based on that performance. We believe that our executive compensation program contributes to a high-
performance culture where executives are expected to deliver results that drive sustained profitable growth.
Fiscal 2013 was another exciting year for the company and our industry. The storage industry is
experiencing dramatic change as a result of what we believe is a secular trend in the growth of digital data. We
are participating in the high growth storage markets of the future through innovation and strategic acquisitions,
resulting in a more diversified mix of revenue. Fiscal 2013 revenue was $15.4 billion, with approximately 50%
coming from our non-personal computing (non-PC) businesses (which include our enterprise, branded products
and consumer electronics businesses), up from 34% five years ago. We also made several important investments
recently to help strengthen and expand our enterprise solid state drive (SSD) capabilities, including our
acquisitions of sTec, Inc. and VeloBit, Inc., our planned acquisition of Virident Systems, Inc., and our investment
in Skyera, Inc. In addition to these key strategic growth initiatives, we also continued to focus on executing and
strengthening our core business. In fiscal 2013, we reported net income of $980 million, or $3.98 per share,
which included a $681 million accrual for an arbitration award against us. We also generated $3.1 billion in cash
from operations and returned over $1.0 billion to stockholders during fiscal 2013 in the form of stock repurchases
and dividends.
We believe that executive officer compensation for fiscal 2013 was consistent with the objectives of our
compensation philosophy and with our performance as described above. The key compensation actions taken by
the Compensation Committee in fiscal 2013 are summarized below:
Base Salary Adjustments. The Compensation Committee approved an increase in the base salary of
Mr. Milligan from $800,000 to $1,000,000 in connection with his appointment to the Chief Executive
Officer position. In addition, the Compensation Committee approved an increase in the base salary level
for Mr. Nickl from $400,000 to $450,000 in connection with his promotion from Senior Vice President
and Chief Financial Officer to Executive Vice President and Chief Financial Officer and to better align
with competitive market pay. Mr. Leyden also approved a base salary increase for Mr. Murphy from
$425,000 to $450,000 in December 2012 in connection with Mr. Murphy's assumption of additional
responsibilities for the WD Subsidiary. No other named executive officer's base salary level was adjusted
for fiscal 2013.
Semi-Annual Bonus Payments. The Compensation Committee approved an increase in the target bonus
opportunity under our ICP for Mr. Milligan from 125% of base salary to 150% of base salary in
connection with his appointment to the Chief Executive Officer position. In addition, the Compensation
Committee approved an increase in the target bonus opportunity for Mr. Nickl from 75% of base salary to
85% of base salary in connection with his promotion to the Executive Vice President level. No other
named executive officer's target bonus level was adjusted for fiscal 2013. For Messrs. Milligan, Coyne
and Nickl, these ICP bonus opportunities were earned based on achievement against pre-established
adjusted earnings per share goals. For Messrs. Leyden and Cordano, these ICP bonus opportunities were
earned based on achievement of pre-established adjusted operating income goals for the respective
subsidiary businesses for which they are principally responsible. For the first half of fiscal 2013, payouts
under the ICP were approved at 90% of target for Messrs. Milligan, Nickl, Leyden and Murphy, 92.5% of
target for Mr. Cordano and 65% of target for Mr. Coyne. For the second half of fiscal 2013, payouts under
the ICP were approved at 151% of target for Mr. Milligan, 164% of target for Mr. Nickl, 174% of target
for Messrs. Leyden and Murphy, and 152% of target for Mr. Cordano. The payout for each semi-annual
period is expressed as a percentage of the executive's base salary for that six-month period.
Annual Long-Term Incentive Grants. In September 2012, the Compensation Committee approved the
grant of long-term incentive awards in the form of stock options, RSUs and, for Messrs. Milligan and
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