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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure of Olivier Leonetti as Chief Financial Officer
On July 6, 2016, the Company announced that Olivier Leonetti will leave his position as Chief Financial Officer of the Company, effective as
of September 1, 2016. Mr. Leonetti will continue in an advisory capacity with the Company through October 1, 2016 to assist with the transition of the Company’s new Chief Financial Officer described below.
Appointment of Mark Long as Chief Financial Officer
On July 6, 2016, Mark Long, currently the Company’s Executive Vice President, Chief Strategy Officer, was appointed to the position of
Chief Financial Officer and Chief Strategy Officer effective September 1, 2016. Effective July 6, 2016 and to facilitate an orderly transition to the position of Chief Financial Officer, Mr. Long has been appointed to serve as Executive Vice
President, Finance and Chief Strategy Officer. During the transition period, Mr. Leonetti will continue to serve as the Company’s principal financial and principal accounting officer and will continue to report to the Company’s Chief
Executive Officer.
Mark Long, 49, was appointed as the Company’s Executive Vice President, Chief Strategy Officer, effective August
2015 and, prior to that, served as Executive Vice President, Strategy & Corporate Development, since February 2013. Prior to that, from March 2012 to February 2013, he served in various consulting capacities for the Company. Prior to that, from
July 2010 to March 2012, he served as senior vice president, strategy and corporate development at HGST, which was acquired by the Company in March 2012. From August 2005 to July 2010, he served as managing director of VisionPoint Capital, where he
provided merger and acquisition and corporate finance services to a range of technology companies, including Fabrik, Inc., which was acquired by HGST in April 2009. Prior to that, Mr. Long served as a senior executive with both public and private
venture-backed technology companies and was an investment banker with Credit Suisse First Boston and Deutsche Bank Securities. Among his duties as our Executive Vice President, Chief Strategy Officer, Mr. Long also leads Western Digital Capital, our
wholly owned strategic investment fund.
In connection with Mr. Long’s appointment as Executive Vice President, Finance and Chief
Strategy Officer, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an increase in Mr. Long’s annual base salary level to $625,000 and an increase in Mr. Long’s target annual bonus
opportunity under the Company’s Incentive Compensation Plan to 110% of his annual base salary. Mr. Long will also be eligible to receive annual long-term incentive equity awards in
fiscal 2017 having a grant date fair value, measured at the target level for any performance-based equity awards, equal to $2.8 million, with such awards to be granted by the Compensation
Committee in accordance with the Company’s long-term incentive award guidelines as well as an additional number of performance stock units having a grant date fair value of $1.7 million, with such awards to be subject to any applicable
performance conditions approved by the Compensation Committee. In connection with the foregoing, Mr. Long has agreed to forfeit certain performance stock units, covering a “target” number of 13,978 stock units, which were previously
awarded to Mr. Long in September 2015.
There are no arrangements or understandings between Mr. Long and any other person pursuant to
which Mr. Long was appointed to serve as Chief Financial Officer and Chief Strategy Officer of the Company. There are no family relationships between Mr. Long and any director or executive officer of the Company, and Mr. Long has no direct or
indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.