Irving Tan
WESTERN DIGITALAbout 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 .