Matthew Massengill
WESTERN DIGITALAbout Matthew E. Massengill
Matthew E. Massengill, age 64, is an independent director of Western Digital (WDC), serving on the board since January 2000. He is Western Digital’s former CEO (2000–2005), President (2000–2002), COO (1999–2000), and Chair of the Board (2001–2007; 2015–February 2025). He currently has no committee assignments at WDC and is disclosed as serving on the Sandisk Corporation board following the company’s Separation in February 2025 . The board affirms his independence under Nasdaq standards, with high director attendance reported in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Chair of the Board | 2001–2007; 2015–Feb 2025 | Independent Chair with Lead Independent Director in place during tenure due to prior executive status |
| Western Digital Corporation | Chief Executive Officer | 2000–2005 | Led the company through strategic objectives and risk management |
| Western Digital Corporation | President | 2000–2002 | Executive leadership and operations |
| Western Digital Corporation | Chief Operating Officer | 1999–2000 | Operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandisk Corporation | Director | Current | Board member post-Separation; other WDC directors also moved to Sandisk at Separation (Caulfield, Suzuki) |
| Other public boards (past five years) | — | None | — |
Board Governance
- Independence: Board affirmatively determined Massengill is independent under Nasdaq listing standards .
- Committee assignments: None currently; Audit, Compensation and Talent, and Governance Committees have independent members and do not include Massengill .
- Attendance: Fiscal 2025 board met 12 times; each director attended ≥75% of aggregate meetings; average attendance Board 99%, Audit 100%, Compensation and Talent 100%, Governance 100% .
- Board leadership transition: Massengill served as Chair from 2015 through the Separation; due to his prior executive status, the Board annually appointed a Lead Independent Director (most recently Streeter, 2021–Separation) to maintain independent oversight .
- Director stock ownership guidelines: Directors generally may not sell unless they hold “qualifying shares” with market value ≥$375,000; all current non-employee directors comply . Hedging, pledging, short sales, and derivative transactions by directors are prohibited .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| FY2025 Fees Earned or Paid in Cash (Massengill) | $185,000 | Includes annual Board retainer and any applicable leadership pro rata amounts prior to Feb 2025 |
| Annual Board Retainer (non-employee directors) | $85,000 | Paid in lump sum post annual meeting |
| Additional Chair of the Board Retainer | $100,000 | Chair retainer applies when serving as Chair |
| Committee Member Retainers | Audit $15,000; Compensation & Talent $12,500; Governance $10,000 | N/A for Massengill (no committees) |
| Committee Chair Retainers | Audit $25,000; Compensation & Talent $22,500; Governance $15,000 | N/A for Massengill |
| Meeting Fees | None | No per-meeting fees; reasonable expenses reimbursed |
Performance Compensation
| Element | Grant Date | RSUs (#) | Fair Value ($) | Vesting | Deferral Election | Performance Metrics |
|---|---|---|---|---|---|---|
| Annual RSU – Chair of Board (Massengill) | Nov 20, 2024 | 4,542 (Chair grant) | $289,961 | 100% at earlier of 1-year anniversary or immediately prior to next annual meeting | Elected to defer 100% of fiscal 2025 RSU award | None (time-based RSUs) |
- Non-employee director equity program: Standard grant $240,000 (3,759 RSUs); Chair $290,000 (4,542 RSUs); Lead Independent Director $280,000 (4,385 RSUs) .
- Deferred Compensation Plan: Directors may defer up to 80% of annual cash and may defer RSUs beyond vesting; Massengill elected to defer 50% of cash compensation in calendar 2024 and 100% of fiscal 2025 RSUs .
- Clawback and risk controls: Company maintains compensation recovery (clawback) policy and prohibits hedging/pledging; director program reviewed for risk and found not likely to encourage excessive risk .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Sandisk Corporation | Director | Post-Separation governance network; other WDC directors (Caulfield, Suzuki) joined Sandisk’s board . No related person transactions disclosed since the beginning of fiscal 2025 . |
Expertise & Qualifications
- 30+ years of executive management and leadership; former CEO, President, COO, and prior Chair of WDC’s Board, supporting strategic oversight and risk management .
- Extensive background in global technology markets and identification/mitigation of risks faced by technology companies; prior public board service contributes informed perspective .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (as of Sep 8, 2025) | 58,176 shares; less than 1% of class |
| Unvested RSUs (as of Jun 27, 2025) | 6,608 |
| Deferred Stock Units (as of Jun 27, 2025) | 20,750 |
| Options Outstanding (as of Sep 8, 2025) | None for any director/executive officer |
| Shares Pledged/Hedging | Prohibited by insider trading policy |
| Ownership Guideline Threshold | ≥$375,000 in “qualifying shares”; all current non-employee directors comply |
Insider Trades
| Date | Type | Instrument | Shares/Price | Source |
|---|---|---|---|---|
| Nov 20, 2024 | Stock Award (Grant) | RSUs (Chair grant) | 4,542 at $0.00 per share [aggregation] | |
| Sep 22, 2025 | Form 4 filed | Statement of changes in beneficial ownership | Filing record (details in SEC filing) |
Note: Aggregator pages indicate RSU award entries; definitive details reside in SEC Form 4 filings and WDC’s proxy .
Governance Assessment
- Positive signals: Independence affirmed; no relationships deemed to impair judgment . High engagement and attendance (Board 99% average; committees 100%) in fiscal 2025 . Strong ownership alignment via DSUs and deferral elections; compliance with director ownership guidelines; prohibitions on hedging/pledging . Director compensation is stable vs FY2024 and near peer median; no planned changes for FY2026, suggesting disciplined pay oversight .
- Potential red flags/considerations: Historically served as Chair while being a former CEO; Board mitigated with appointment of a Lead Independent Director to preserve independent oversight . External role at Sandisk (post-Separation) suggests inter-company governance network; however, WDC reports no related person transactions since the beginning of fiscal 2025 .