Bruce Kiddoo

About Bruce E. Kiddoo

Bruce E. Kiddoo (age 64) is an independent director of Western Digital, appointed in February 2025 at the time of the company’s post-Separation board refreshment; he serves on the Audit and Governance Committees and is designated an SEC “audit committee financial expert.” He brings 35+ years of semiconductor finance/management experience, including CFO roles at Maxim Integrated and acting CFO at Broadcom, and holds a CERT Certificate in Cybersecurity Oversight for corporate directors from Carnegie Mellon SEI; he also currently serves on the board of ON Semiconductor Corporation.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Governance Committee member; not a committee chair.
• Independence: Board determined Mr. Kiddoo is independent under Nasdaq rules; seven of eight director nominees are independent.
• Attendance and engagement: In FY2025, all directors met ≥75% attendance on Board/committee meetings; average attendance was Board 99%, Audit 100%, Compensation 100%, Governance 100%.
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, led by the independent Chair.
• Stockholder engagement context: Board-led program post-Separation contacted holders representing ~68% of shares and held calls with holders representing ~30%; Comp & Talent Chair led select engagements.
• Governance policies relevant to alignment and conflicts: Anti-hedging and anti-pledging policies; clawback policy maintained; structured stock ownership guidelines for directors.
• Overboarding limits: Directors limited to ≤5 public boards (including WDC); CEO ≤2 (including WDC); all incumbent directors in compliance.

Committee Membership Summary

Fixed Compensation

• The WDC non‑employee director pay structure for FY2025 was unchanged from FY2024: $85,000 annual cash retainer; committee member retainers of $15,000 (Audit), $12,500 (Compensation & Talent), $10,000 (Governance); committee chair adders of $25,000 (Audit), $22,500 (Compensation & Talent), $15,000 (Governance). No per‑meeting fees.
• Fiscal 2025 director compensation (prorated from February 2025 appointment):
  • Fees earned (cash): $81,973
  • Stock awards: $191,237
  • Total: $273,210
  • Footnote notes prorated Board and committee retainers for Audit and Governance service.

Performance Compensation

• Non‑employee director equity is time‑based RSUs; standard annual value $240,000 (Chair $290,000; Lead Independent Director $280,000), prorated for mid‑year appointees; no performance metrics apply to director equity.
• Mr. Kiddoo received a prorated award of 4,068 RSUs upon appointment (grant-date fair value $191,237); vesting: 100% at the earlier of (i) first anniversary of grant or (ii) immediately prior to the first annual meeting after grant.

Other Directorships & Interlocks

• Current public boards: ON Semiconductor Corporation (director).
• Compensation committee interlocks: Company discloses no compensation committee interlocks in FY2025.
• Related-party transactions: None since the beginning of FY2025.

Expertise & Qualifications

• Financial expertise: Former CFO at Maxim Integrated and acting CFO at Broadcom; designated “audit committee financial expert.”
• Cybersecurity oversight: CERT Certification in Cybersecurity Oversight for corporate directors (Carnegie Mellon SEI).
• Industry background: 35 years in semiconductor finance/management; capital structure and transformational change experience.

Equity Ownership

Governance Assessment

• Strengths for investor confidence

  • Independent director with deep CFO experience; designated audit committee financial expert; sits on Audit and Governance where his skills are most leveraged.
  • Strong board-level attendance culture and structure (executive sessions each meeting), with company‑wide FY2025 average attendance of ~99% and 100% at the Audit Committee.
  • Director compensation is equity‑heavy and time‑based, aligning with shareholders; no meeting fees; program reviewed against peers and positioned near median.
  • Robust governance controls: anti‑hedging/pledging, clawback (executives), ownership guidelines; overboarding limits with compliance.
  • Shareholder engagement and say‑on‑pay: Board-led outreach; 92% support on 2024 say‑on‑pay.

• Potential risk indicators and conflicts

  • External directorship at ON Semiconductor could present informational interlock risk in a broad tech ecosystem; however, company reports no related‑party transactions in FY2025 and board determined independence.
  • No performance‑conditioned equity for directors (time‑based RSUs), which is standard but limits pay-for-performance sensitivity at the board level.

RED FLAGS: None identified in disclosures—no related person transactions; no compensation committee interlocks; anti‑hedging/pledging in place; attendance metrics strong.