Martin Cole
WESTERN DIGITALAbout Martin Cole
Martin I. Cole, 69, is Western Digital’s independent Chair of the Board (appointed February 2025) and has served as a director since December 2014; he is designated an “audit committee financial expert” and brings 40+ years of executive and board experience across technology and global operations . Current external roles include director at The Western Union Company and chairman (non‑executive, non‑independent) of Sagility India Limited, adding expertise in AI adoption and data management at scale . As independent Chair, he sets Board agendas, presides over meetings and executive sessions of independent directors, and represents the company in stakeholder communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3i Group plc | Senior Adviser | 2017 – Feb 2025 | Private equity advisory; strategic oversight and capital structure insights |
| Cloudera, Inc. | Interim CEO | Aug 2019 – Jan 2020 | Led transition in enterprise data management; operational rigor |
| Accenture plc | Chief Executive – Technology | 2012 – 2014 | Global technology strategy and execution |
| Accenture plc | Chief Executive – Communications, Media & Technology | 2006 – 2012 | Sector leadership; large-scale transformation |
| Accenture plc | Chief Executive – Government Operating Group | 2004 – 2006 | Public sector operations |
| Accenture plc | Managing Partner – Outsourcing & Infrastructure | 2002 – 2004 | Complex global infrastructure/outsourcing programs |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| The Western Union Company | Director | Current | Public company board experience; finance and governance perspective |
| Sagility India Limited | Chairman (non‑executive, non‑independent) | Current | U.S.-focused healthcare services; insights on AI/data operations |
Board Governance
- Independence: The Board affirmatively determined Mr. Cole is independent under Nasdaq standards; seven of eight nominees are independent .
- Leadership: Roles of CEO and Chair are separated; Mr. Cole has served as independent Chair since the Separation (Feb 2025), with no Lead Independent Director appointed given the Chair’s independence .
- Executive sessions: Independent directors meet without management at each regular Board meeting, led by the independent Chair; committee Chairs also lead regular executive sessions .
- Attendance: Fiscal 2025 average attendance for nominees was Board 99%, Audit 100%, Compensation and Talent 100%, Governance 100%; each director attended at least 75% of applicable meetings as required .
| Committee | Role (Martin Cole) | FY2025 Meetings Held | Notes |
|---|---|---|---|
| Audit | Member | 11 | Board determined all members are “audit committee financial experts” |
| Governance | Member | 8 | Oversees corporate responsibility and sustainability policies |
| Compensation & Talent | Member (during FY2025) | 9 | Served on the committee during FY2025; all members independent; no interlocks |
| Executive | Member | 1 | Powers to act between Board meetings |
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Board Annual Retainer | 85,000 | Standard cash retainer for non‑employee directors |
| Additional Retainer – Chair of the Board | 100,000 | Paid to non‑employee Chair |
| Committee Member – Audit | 15,000 | Additional cash retainer |
| Committee Member – Compensation & Talent | 12,500 | Additional cash retainer |
| Committee Member – Governance | 10,000 | Additional cash retainer |
| FY2025 Cash Fees (Martin Cole) | 216,973 | Includes prorated Chair retainer ($74,521) and prorated committee retainer ($7,452) tied to Separation timing |
- Deferred compensation: Directors may defer up to 80% of cash fees and defer RSU settlement beyond vesting under the Deferred Compensation Plan .
Performance Compensation
| Equity Element | FY2025 Grant Value ($) | Units/Status | Vesting |
|---|---|---|---|
| RSUs (Martin Cole) | 239,975 | Aggregate grant date fair value; typical non‑employee award granted post-annual meeting | Time-based; 100% vests on earlier of 1‑year anniversary or immediately prior to next annual meeting |
| RSU Program (Chair) | 290,000 | Chair RSU value in program design (Massengill was Chair at 2024 annual grant) | As above |
Performance metric framework overseen by the Compensation & Talent Committee (context for governance evaluation):
| Metric (STI FY2025) | Weight | First Half Achievement | Second Half Achievement |
|---|---|---|---|
| Non‑GAAP Operating Income | 45% (H1), 60% (H2) | $1,748M; 128.5% payout factor | $1,328M; 160.8% payout factor |
| Cash Conversion Cycle | 45% (H1), 30% (H2) | 105 days; 120% payout factor | 56 days; 190% payout factor |
| Scope 1 & 2 Emissions | 10% (H1/H2) | 240,142 MT CO2e; 118% payout factor | 176,570 MT CO2e; 166.9% payout factor |
PSU framework (executive LTI design):
- PSUs use revenue and non‑GAAP EPS goals (50%/50%) with a 3‑year relative TSR modifier ±10%; FY2025 structure detailed in the proxy .
- FY2023–2025 PSUs averaged 108% payout across the performance period in the FY2025 CD&A summary .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| The Western Union Company | Director | No compensation committee interlocks disclosed for WDC’s committee where Mr. Cole served |
| Sagility India Limited | Chairman (non‑exec, non‑independent) | No related party transactions with WDC since beginning of FY2025 |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance, governance, and technology operating experience from Accenture and Cloudera .
- Global operations, risk oversight, cybersecurity familiarity, and AI/data infrastructure perspectives relevant to WDC’s strategy .
- Stockholder engagement leadership as independent Chair; Board-led outreach post-Separation .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common stock) | 44,044 shares; <1% of outstanding |
| Unvested RSUs (as of Jun 27, 2025) | 5,469 units |
| Deferred stock units | None disclosed for Mr. Cole |
| Stock options | None outstanding as of Sep 8, 2025 |
| Pledging/Hedging | Prohibited under Insider Trading Policy (includes short sales and derivatives) |
| Director ownership guideline | Must hold ≥$375,000 in qualifying shares; all current non‑employee directors comply |
Governance Assessment
- Board effectiveness signals: independent Chair separated from CEO; robust executive sessions; committee independence and clear charters; near‑perfect attendance among nominees in FY2025 .
- Compensation governance: Mr. Cole served on the Compensation & Talent Committee during FY2025; no interlocks; independent consultant (Compensia) engaged; clawback and stock ownership policies maintained .
- Conflicts/related parties: none reported since start of FY2025; overboarding policy in place and compliant .
- Shareholder sentiment: strong say‑on‑pay support (~92% at 2024 meeting) and proactive outreach post‑Separation (contacted ~68% of shares; calls with ~30%) .
RED FLAGS: None identified in filings—no related‑party transactions, hedging/pledging prohibited, strong attendance, and high say‑on‑pay support; note external chair role at Sagility India Limited but no disclosed WDC transactions .
Notes on Attendance and Engagement
- FY2025 Board met 12 times; average attendance for nominees was 99% at Board level and 100% across key committees; each director met minimum attendance thresholds .
- As independent Chair, Mr. Cole leads executive sessions at each regular meeting, enhancing independent oversight .
Related Policies and Structures
- Anti‑hedging/pledging; clawback; director/exec ownership guidelines; overboarding limits (directors ≤5 public boards; CEO ≤2) .
- Governance Committee oversees sustainability, human rights, and political/lobbying activities; Audit Committee oversees public disclosure controls for sustainability topics .