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Stephanie Streeter

Director at WESTERN DIGITALWESTERN DIGITAL
Board

About Stephanie A. Streeter

Stephanie A. Streeter, 68, is an independent director of Western Digital (director since November 2018). She is the former CEO of Libbey Inc. and Banta Corporation, and served as Acting CEO of the U.S. Olympic Committee. At WDC, she chairs the Governance Committee, sits on the Compensation & Talent Committee and the Executive Committee, and previously served as Lead Independent Director from 2021 until the February 2025 Separation. The Board affirms her independence under Nasdaq rules; directors met or exceeded attendance expectations in FY2025 (Board 99%; key committees 100%).

Past Roles

OrganizationRoleTenureCommittees/Impact
Libbey Inc.Chief Executive Officer2011–2016Led strategy and operational restructuring (as described in prior proxy biography).
U.S. Olympic CommitteeActing CEO; Board MemberActing CEO 2009–2010; Board 2004–2009Oversight/leadership of national governing body.
Banta CorporationPresident & CEO2001–2007Global manufacturing/supply-chain leadership.

External Roles

CompanyRoleTenure/Notes
Kohl’s CorporationDirector (past five years)No current WDC board interlock disclosed.
Goodyear Tire & Rubber CompanyDirector (past five years)No current WDC board interlock disclosed.
Olin CorporationDirector (noted in earlier proxy)Prior service disclosed in earlier proxy biography.

Board Governance

  • Independence and engagement: Board determined Ms. Streeter is independent under Nasdaq standards; all directors met ≥75% attendance in FY2025; average attendance for directors standing for election was Board 99%, Audit 100%, Compensation & Talent 100%, Governance 100%.
  • Roles and committees (FY2025): Chair, Governance Committee; Member, Compensation & Talent Committee; Member, Executive Committee.
  • Lead Independent Director: Served as WDC’s Lead Independent Director from 2021 until the February 2025 Separation.
  • Executive sessions: Independent directors meet in executive session in conjunction with each regularly scheduled Board meeting, led by the independent Chair.
  • Overboarding policy: Directors capped at five public boards (including WDC); all incumbents in compliance.
  • Related-party transactions: None since the beginning of fiscal 2025 (company-wide).

Fixed Compensation

ElementFY2024FY2025
Annual Cash Retainer (program schedule)$85,000 (standard) $85,000 (standard)
Committee Member Retainers (schedule)Audit $15,000; Comp & Talent $12,500; Governance $10,000 Audit $15,000; Comp & Talent $12,500; Governance $10,000
Committee Chair Retainers (schedule)Audit $25,000; Comp & Talent $22,500; Governance $15,000 Audit $25,000; Comp & Talent $22,500; Governance $15,000
Chair of the Board Additional Retainer (schedule)$100,000 $100,000
Streeter – Cash Fees Earned$137,500 $137,500

Notes: Directors may defer up to 80% of annual cash compensation under the Deferred Compensation Plan.

Performance Compensation

Equity Design for DirectorsFY2024FY2025
Annual RSU grant value (standard)$240,000; Chair $290,000; Lead Independent Director $280,000; vests 100% on 1-year anniversary or immediately prior to next annual meeting $240,000; Chair $290,000; Lead Independent Director $280,000; same vesting
Streeter – Stock Awards Reported$279,954 (LID-level) $279,938 (LID-level)
Performance metrics in director equityNone (time-based RSUs; no performance conditions) None (time-based RSUs; no performance conditions)

Directors may elect to defer RSU settlement; dividend equivalents accrue on RSUs according to plan terms.

Other Directorships & Interlocks

  • Current public company directorships: None disclosed.
  • Compensation Committee interlocks: WDC discloses no compensation committee interlocks during FY2025.

Expertise & Qualifications

  • Former CEO experience at two global companies (Libbey; Banta), with manufacturing and supply-chain depth.
  • Governance leadership (Chair, Governance Committee; prior LID); prior audit committee experience; previously identified as an “audit committee financial expert” in earlier proxies.
  • Market, operations, and stakeholder perspective from consumer products and logistics supply chains.

Equity Ownership

Director stock ownership guideline: $375,000 in “qualifying shares”; all current non-employee directors in compliance; anti-hedging and anti-pledging policies in place.

  • Beneficial ownership (common stock) | Metric | 2024-02-29 | 2025-09-08 | |---|---:|---:| | Stephanie A. Streeter – Shares Beneficially Owned | 27,940 | 34,022 | | % of Outstanding Shares | <1% | <1% | | Options Outstanding | None as of date | None as of date |

  • Unvested RSUs and Deferred Units | Metric | 2024-06-28 | 2025-06-27 | |---|---:|---:| | Unvested RSUs (Aggregate) | 6,082 | 6,380 | | Deferred Stock Units (Aggregate) | — | — |

  • Insider transactions (last 12 months examples) | Date (Filed) | Transaction Date | Type | Quantity | Post-Transaction Holdings (reported in filing) | Source | |---|---|---|---:|---:|---| | 2025-09-22 | 2025-09-18 | Dividend Equivalent Rights on RSUs | 6.0673 | 16.8276 shares (as reported) | | | 2025-06-23 | 2025-06-18 | Dividend Equivalent Rights on RSUs | 10.7603 | — | |

Governance Assessment

  • Strengths for investor confidence:
    • Independent director with multi-industry CEO experience; governance leader as Governance Chair; prior LID role signals strong board leadership.
    • High board/committee attendance metrics indicate strong engagement.
    • Aligned director pay structure: majority in equity via RSUs; ownership guideline and anti-hedge/pledge policies reinforce alignment.
    • No related-party transactions disclosed since start of FY2025.
    • Robust shareholder support on say-on-pay (≈92% approval at 2024 Annual Meeting) and ongoing board-led engagement.
  • Watch items:
    • Committee rotations around the 2025 Separation (e.g., shift off Audit; current Governance Chair and Comp & Talent member) warrant monitoring for workload balance but reflect the refreshed board’s alignment with go-forward strategy.
    • Insider Forms 4 show routine dividend-equivalent accruals on RSUs; monitor for any future open-market transactions or pledging (policy prohibits pledging).

Overall: Streeter’s profile—independence, committee leadership (Governance Chair), prior LID service, strong attendance, lack of related-party ties, and equity-heavy director compensation—supports board effectiveness and alignment with shareholders.

Appendix: Director Compensation Details (Streeter)

Fiscal YearFees Earned or Paid in Cash ($)Stock Awards ($)Total ($)
FY2024137,500 279,954 417,454
FY2025137,500 279,938 417,438