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In a significant corporate reshuffle, Western Digital Corp (NASDAQ:WDC), a prominent player in the Technology Hardware, Storage & Peripherals industry with a market capitalization of $22.68 billion, has announced the departure of several board members and the appointment of a new Chief Executive Officer in anticipation of its upcoming flash business spin-off. The changes were detailed in a recent 8-K filing with the Securities and Exchange Commission. According to InvestingPro data, the company’s stock has experienced an 8% decline over the past week, though it maintains a positive 8% return over the last year.
Effective upon the completion of the spin-off transaction, David V. Goeckeler, Thomas Caulfield, and Miyuki Suzuki will resign from Western Digital’s board to join the board of Sandisk Corporation, which will emerge as an independent entity. To fill the gaps, Western Digital’s board has appointed Irving Tan, Bruce Kiddoo, and Roxanne Oulman, effective upon the same condition.
Irving Tan, who is currently serving as Executive Vice President of Global Operations at Western Digital, will also take over as Chief Executive Officer from Goeckeler upon the spin-off. Tan’s new compensation package will include a base salary increase to $1 million, with the potential for a 150% bonus based on performance targets set by the Compensation Committee. The leadership transition comes as Western Digital reports annual revenue of $14.35 billion and maintains a healthy current ratio of 1.47. InvestingPro subscribers can access detailed analysis of executive compensation trends and company financials in the comprehensive Pro Research Report, along with 8 additional exclusive ProTips about Western Digital’s outlook. Furthermore, Tan is to receive a promotion equity award valued at $6.5 million, divided between restricted stock units and performance stock units, vesting over two years subject to performance criteria.
The incoming directors will be compensated in line with the company’s standard program for non-employee directors, and they will also enter into the company’s standard form of indemnification agreement. This agreement, updated as of January 25, 2025, is designed to protect directors and executive officers against certain liabilities.
The 8-K filing also mentions that Western Digital will enter into an employment agreement with Tan, who resides in Singapore, to comply with local employment laws. The terms will confirm the compensatory arrangements described and include provisions for termination by either party.
The changes come as Western Digital prepares to separate its HDD and flash storage businesses, a move that has been in the spotlight due to its potential impact on the company’s structure and market position. With analysts setting price targets ranging from $52 to $100 per share, and net income expected to grow this year according to InvestingPro analysis, the restructuring has attracted significant investor attention. The company’s SEC filing outlines the forward-looking nature of these announcements and cautions that actual outcomes could differ due to various risks and uncertainties.
This news comes directly from an 8-K filing and reflects the company’s current plans and expectations for its organizational structure following the spin-off.
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