Tunç Doluca
WESTERN DIGITALAbout Tunç Doluca
Tunç Doluca is 67 and has served as an independent director of Western Digital since August 2018; he brings 40 years of executive and technical experience in semiconductors and is currently Chair of the Compensation and Talent Committee . He previously served as President and CEO of Maxim Integrated Products, Inc. (2007–August 2021), adding deep operational and strategic credentials to WDC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxim Integrated Products, Inc. | President & CEO | 2007–Aug 2021 | Led a major analog IC enterprise; brings strategy, finance, ops, marketing, and R&D oversight experience |
| Maxim Integrated Products, Inc. | Group President | 2005–2007 | Senior leadership across product groups |
| Maxim Integrated Products, Inc. | Senior Vice President | 2004–2005 | Executive leadership exposure |
| Maxim Integrated Products, Inc. | Vice President | 1994–2004 | Technical and managerial grounding in semiconductors |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Analog Devices, Inc. | Director | Past five years | Listed among other public boards in past five years |
| Maxim Integrated Products, Inc. | Director | Past five years | Listed among other public boards in past five years |
| None (current) | — | Current | No current public company boards |
Board Governance
- Committees: Chair of the Compensation and Talent Committee; committee held 9 meetings in fiscal 2025 .
- Independence: Board affirmatively determined Doluca is independent under Nasdaq standards .
- Attendance: All directors met ≥75% attendance; average attendance for directors standing for election was Board 99%, Compensation and Talent 100% .
- Engagement: Doluca led select stockholder engagements as Compensation and Talent Committee Chair during summer 2025 .
| Committee | Role | Meetings (FY2025) | Selected Responsibilities |
|---|---|---|---|
| Compensation and Talent | Chair | 9 | Oversees executive compensation goals/approvals, equity/incentive plans, clawback policy, stock ownership guidelines, CEO succession and talent programs |
Fixed Compensation
- Program structure: Combination of annual cash retainer and RSUs; fiscal 2025 director program unchanged vs. fiscal 2024 .
- Annual fee schedule (unchanged for FY2025): see table below .
| Type of Fee | Current Annual Fee ($) |
|---|---|
| Annual Retainer | 85,000 |
| Additional Chair of the Board Retainer | 100,000 |
| Audit Committee Member | 15,000 |
| Compensation & Talent Committee Member | 12,500 |
| Governance Committee Member | 10,000 |
| Audit Committee Chair | 25,000 |
| Compensation & Talent Committee Chair | 22,500 |
| Governance Committee Chair | 15,000 |
- Doluca received a prorated Compensation & Talent Committee Chair retainer of $16,767 at the time of his appointment during the Separation .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 97,500 | 114,267 |
| Stock Awards ($) | 239,954 | 239,975 |
| Total ($) | 337,454 | 354,242 |
Performance Compensation
- RSU program: Standard non-employee directors automatically granted RSUs at the annual meeting (value-based); in FY2025, typical grants were 3,759 RSUs for standard directors, 4,542 RSUs for Chair of the Board, and 4,385 RSUs for Lead Independent Director; new appointees received prorated grants (e.g., 4,068 RSUs) .
- Vesting (FY2024 program): RSUs vest 100% on the earlier of November 15, 2024 or immediately prior to the first annual meeting following grant; Investor Designated Directors receive cash in lieu of RSUs .
- No director PSUs/options were disclosed; options were not held by any director/officer as of September 8, 2025 .
| Element | Grant Detail | Vesting/Performance Condition |
|---|---|---|
| RSUs (standard director) | 3,759 RSUs granted at 2024 Annual Meeting | Time-based; FY2024 awards vested by Nov 15, 2024 or prior to next annual meeting; no performance metrics |
| RSUs (Chair of Board) | 4,542 RSUs | Time-based; no performance metrics |
| RSUs (Lead Independent) | 4,385 RSUs | Time-based; no performance metrics |
| Options/PSUs | None disclosed for directors | N/A |
Other Directorships & Interlocks
- No compensation committee interlocks or related insider participation requiring disclosure; all committee members were independent .
| Company/Committee | Interlock Status | Notes |
|---|---|---|
| Compensation & Talent Committee | None | Members independent; no cross-compensation committee/board interlocks |
| Compensation & Talent Committee (FY2024) | None | Members independent; no related person transactions requiring disclosure |
Expertise & Qualifications
- 40 years in semiconductors; seasoned CEO/director of large public technology companies; contributes to oversight of strategy, financial management, compensation, operations, marketing, and R&D .
- As Compensation & Talent Chair, guided development of compensation and people programs, including during the Separation .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 32,375 |
| Percent of shares outstanding | <1% (asterisk in table) |
| Unvested RSUs (as of June 27, 2025) | 5,469 |
| Options outstanding (as of Sept 8, 2025) | None |
| Holding structure | Shares held in a family trust account with voting/investment power |
| Director stock ownership guideline | Minimum qualifying shares of $375,000; all current non-employee directors comply |
Governance Assessment
- Strengths: Independent director with deep semiconductor and CEO experience; Chair of Compensation & Talent overseeing clawback policy, stock ownership guidelines, and CEO succession; exemplary attendance; active investor engagement post-Separation; robust anti-hedging/anti-pledging policies and structured ownership guidelines .
- Alignment: Mix of cash and equity (RSUs) aligns with stockholders; Doluca holds unvested RSUs and complies with ownership guidelines; no options or related party transactions since FY2025; beneficial ownership noted and held via trust .
- RED FLAGS: None disclosed—no related party transactions, no interlocks, no pledging allowed; attendance strong; say-on-pay conducted annually with committee oversight, though specific vote percentages not provided here .
Implications: As Compensation & Talent Chair, Doluca’s oversight of clawbacks, ownership guidelines, and CEO succession, combined with high engagement and attendance, supports board effectiveness and investor confidence; lack of conflicts or interlocks reduces governance risk .