Irving Tan

About Irving Tan

Irving Tan, age 55, is Western Digital’s Chief Executive Officer and a director since February 2025, previously serving as Executive Vice President, Global Operations from March 2022 to February 2025 . He has an engineering and MBA background, with decades of experience in global operations, digitization, and customer/government engagement across U.S. and Asian markets . Under his leadership post-Separation, Western Digital delivered Q1 FY26 revenue of $2.818B (+27% YoY), GAAP EPS of $3.07, non-GAAP EPS of $1.78, and increased its quarterly dividend by 25% to $0.125, reflecting stronger operating execution and free cash flow generation . The board maintains an independent Chair (separate from the CEO), supporting robust oversight of strategy, risk, and compensation .

Past Roles

Organization	Role	Years	Strategic Impact
Western Digital	Chief Executive Officer	Feb 2025–Present	Post-Separation strategic focus on HDD leadership, AI-driven mass storage, profitability, capital allocation; strengthened investor communication .
Western Digital	EVP, Global Operations	Mar 2022–Feb 2025	Led global operations through strategic review and Separation; operational excellence and margin-focus programs .
Cisco	Chair, Asia-Pacific Japan & China	Jan 2021–Feb 2022	Regional leadership bridging government and market dynamics; digitalization initiatives .
Cisco	Chief of Operations	2019–Jan 2021	Global operating strategy, execution discipline .
Cisco	Various positions	2011–2019	Built high-performing teams; market transitions; customer advocacy .

External Roles

Organization	Role	Years	Notes
SATS Ltd. (Singapore Airport Terminal Services)	Chairman of the Board	Current	Brings governance and international operations perspective; complements WDC’s global footprint .
Stanley Black & Decker, Inc.	Director	Past 5 years	U.S. public board experience; technology/operations insights .

Fixed Compensation

Component	FY 2025 Details
Base salary	$1,000,000 (approved in USD; paid in SGD equivalent) .
Target bonus (%)	150% of base salary .
Actual bonus (Non-Equity Incentive Plan)	$2,123,138 (two half-year STI periods with corporate performance and individual modifiers) .
Other	13th month bonus (Singapore) $61,005 .

Performance Compensation

Element	Design	Metrics/Targets	FY25 Results / Payout
Short-Term Incentive (STI)	Two 6-month periods to align with Separation; individual modifier ±25%; no upward modifier if non-GAAP OpInc below threshold .	H1: Non-GAAP OpInc (45%), Cash Conversion Cycle (45%), Emissions (10). H2: Non-GAAP OpInc (60%), Cash Conversion Cycle (30%), Emissions (10) .	Corporate achievement: H1 128.5% (reduced by negative discretion to 78.7%), H2 160.8%; CEO individual modifiers: H1 125%, H2 112.5%; CEO STI payouts: $446,922 (H1) and $1,291,281 (H2) .
PSUs (annual targets within multi-year awards)	Three-year PSU cycles (pre-Separation): 50% revenue, 50% non-GAAP EPS; 3-year relative TSR modifier ±10% (cannot increase payout if absolute TSR negative) .	FY2025 PSU goals set August 2024: Revenue target $17,018M; Non-GAAP EPS target $6.36; deemed earned at target for FY2025 performance period due to Separation .	FY2025 PSU performance deemed earned at 100% of target for the FY2025 tranche (accounting modification applied) .
Promotion LTI (CEO)	Granted March 2025: 60% PSUs, 40% RSUs; PSU metrics established August 2025 (Adjusted FCF and non-GAAP EPS for FY26–FY27) .	RSU vests 50% after one year and 50% after two years (3/03/26 and 3/03/27) .	PSU portion vests on Aug 21, 2027 subject to FY26–FY27 performance; RSU vests per schedule .

FY2026 changes: STI metrics moved to one-year (70% non-GAAP operating income, 30% revenue, max 200%), PSUs became 50% Adjusted Free Cash Flow and 50% non-GAAP EPS with 3-year relative TSR modifier ±10% (CEO mix: 60% PSUs / 40% RSUs) .

Equity Ownership & Alignment

Beneficial ownership: 292,066 shares; less than 1% of common stock outstanding (outstanding shares 344,080,824 as of Sept 8, 2025) .
Executive stock ownership guidelines: CEO must hold 6x salary; all current executive officers have achieved required ownership levels as of the proxy date .
Anti-hedging/anti-pledging: Executives prohibited from hedging, short sales, derivatives, and pledging/margin accounts; aligns incentives with shareholders .
Outstanding awards (illustrative): Unvested RSUs and PSUs across multiple grants; example RSU grants include 69,198 (8/21/24; 25% then 6.25% quarterly), 55,307 (3/03/25; 50/50 annual); PSU tranche scheduled to vest 8/21/27 subject to performance .
Director ownership guidelines (non-employee directors): $375,000 minimum in “qualifying shares” before selling; CEO does not receive non-employee director compensation and follows executive guidelines .

Employment Terms

Provision	Terms (Tier 1 participant)
Employment agreements	None; executives not party to employment contracts .
Clawback	Policy adopted consistent with Exchange Act Rule 10D-1 and Nasdaq; filed with 10-K .
Change-in-control (double-trigger)	2x base salary + target STI; 100% vesting of unvested awards (performance awards vest at target if period not ended); 24 months COBRA .
Involuntary termination (no CoC)	24 months base; earned STI plus pro rata STI at target; RSU prorata acceleration; PSUs remain outstanding and vest based on full-period actuals; 18 months COBRA; 12 months outplacement .
CEO estimated payouts (as of 6/27/25)	CoC termination: Cash $5,000,000; RSU acceleration $25,814,232; PSU acceleration $5,259,462; COBRA $33,701; Total $36,107,395. Involuntary (no CoC): Cash $3,500,000; RSU acceleration $8,099,734; COBRA $22,615; Total $11,622,349 .

Board Governance

Board service: Director since February 2025; not independent due to executive role .
Committee roles: Chairs the Executive Committee; not a member of Audit, Compensation & Talent, or Governance Committees (which are fully independent) .
Board leadership: Independent Chair (Martin I. Cole); board separates Chair and CEO roles to enhance oversight and reduce dual-role concerns .
Attendance: FY2025 average attendance by directors standing for election – Board 99%, Audit 100%, Compensation & Talent 100%, Governance 100% .
Director compensation: CEO did not receive additional compensation for director service; director fees/RSUs apply to non-employee directors only .

Performance & Track Record

Metric	Q1 FY25	Q4 FY25	Q1 FY26
Revenue ($B)	2.212	2.605	2.818
GAAP Operating Income ($M)	334	680	792
Non-GAAP Operating Income ($M)	407	732	856
GAAP Diluted EPS ($)	0.42	0.67	3.07
Non-GAAP Diluted EPS ($)	0.75	1.70	1.78

Chair’s letter highlighted the successful Separation (Feb 21, 2025), strengthened balance sheet, initiation of quarterly dividend and authorization of share repurchases, and focus on HDD cost efficiency and AI-driven mass storage demand . The board’s pay-versus-performance disclosures and STI/PSU designs emphasize alignment to profitability, cash efficiency, revenue, EPS, and relative TSR .

Compensation Structure Analysis

Pay mix shift: FY2025 equity for newly promoted continuing NEOs skewed to RSUs for retention through Separation; FY2026 returns to performance-centric mix (CEO: 60% PSUs/40% RSUs) .
Metric evolution: STI increased non-GAAP operating income weighting and added emissions in FY2025; FY2026 STI moved to 70% OpInc and 30% revenue; PSUs shifted to include Adjusted Free Cash Flow alongside non-GAAP EPS, retaining relative TSR modifier .
PSU treatment: FY2025 PSU performance deemed at target due to fundamental structural change from Separation; one-time accounting modification charges disclosed .
Governance protections: No tax gross-ups for CoC/severance; clawback in place; anti-hedging/anti-pledging; stock ownership guidelines; independent consultant (Compensia) supports committee decisions .

Risk Indicators & Red Flags

Hedging/pledging prohibited for executives and directors (alignment positive) .
Related-party transactions: None since FY2025 start .
Say-on-pay support: 92% approval at 2024 Annual Meeting (positive governance signal) .
Program adjustments: FY2025 PSU deemed target could be viewed as design flexibility; rationale tied to Separation mechanics and plan terms .
Limited perquisites; occasional tax gross-ups only in very limited circumstances; no employment contracts (retention risk mitigated by guidelines and equity) .

Director Compensation (for combined CEO/Director role)

As CEO, Tan did not receive director retainers/RSUs; director compensation is for non-employee directors only .

Other Directorships & Interlocks

Current chairmanship at SATS Ltd.; prior U.S. public company directorship at Stanley Black & Decker; no disclosed related-party transactions or conflicts at Western Digital .

Say‑on‑Pay & Shareholder Feedback

2024 Say‑on‑Pay approval ~92%; ongoing board-led engagement reached investors representing ~68% of shares post-Separation; key topics included board composition, exec compensation design, sustainability, AI oversight .

Expertise & Qualifications

Engineering and MBA training; decades in global operations, digitization, and market transitions; deep U.S./Asia operating knowledge; experience advising governments and industry partners .

Work History & Career Trajectory

Progression from Cisco operational leadership roles to Western Digital EVP Global Operations, culminating in CEO appointment aligned with Separation and HDD-focused strategy .

Compensation Committee Analysis

Compensation & Talent Committee is independent; engages Compensia; reviews peer groups and market data; oversees CEO evaluation, succession planning, stock ownership guidelines, and clawback enforcement .

Investment Implications

Alignment: Strong ownership policy compliance, anti-hedging/pledging, and performance-weighted PSU program indicate pay-for-performance alignment and reduced misalignment risks .
Retention and selling pressure: Upcoming RSU vesting events (e.g., CEO RSUs vesting 50% in Mar 2026 and 50% in Mar 2027; quarterly vesting on earlier grants) may create sell-to-cover flows; watch Form 4s around vest dates for trading signals .
Execution: Q1 FY26 beat on revenue/margins and higher dividend reflect operational discipline under Tan; continued adoption of high-capacity drives and AI-driven storage demand support earnings momentum .
Governance: Independent Chair, strong committee independence, robust engagement and clawback policy mitigate dual-role concerns of CEO/director; Tan’s Executive Committee chair role centralizes interim decisions but is balanced by board structure .