More Information on Mike Cordano Becoming President, Western Digital

In a SEC filing, Western Digital Corporation announced departure of directors or certain officers, election of directors, appointment of certain officers and compensatory arrangements of certain officers.

As part of the reorganization, Michael D. Cordano, formerly president and COO, transitioned to a new role as president. His employment with the company was subsequently terminated on August 14, 2020.

In connection with this departure, the company and Cordano have entered into a separation and general release agreement, dated as of the separation date. Pursuant to the separation agreement, he has agreed to comply with certain non-solicitation and cooperation provisions. The agreement also provides for a customary general release of claims and the following Tier I severance benefits, which Cordano was entitled to alongside the company’s other executive officers, pursuant to the company’s executive severance plan, a copy of which was filed with the SEC on February 7, 2017:

• a lump sum payment of $1,600,000, less applicable taxes and withholding, which represents his monthly base salary multiplied by 24, payable during the 30-day period commencing on the separation date;
• a lump sum payment of $115,384.62, less applicable taxes and withholding, which represents his pro rata target bonus opportunity under the company’s short-term incentive program for the fiscal year 2021 bonus cycle (determined based on the number of days during the fiscal year on which he was employed and assuming 100% of the performance targets subject to the bonus award are met, regardless of actual funding by the company), payable during the 30-day period commencing on the separation date;
• his then-outstanding unvested restricted stock units granted on August 30, 2018 that are subject to time-based vesting will vest and become payable on March 1, 2021, to the extent such restricted stock units would have vested and become payable if he had remained employed for an additional 6 months, subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award;
• his then-outstanding unvested restricted stock units granted on September 4, 2019 that are subject to time-based vesting will vest on a pro rata basis and become payable on March 1, 2021, subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award;
• his then-outstanding unvested performance stock units granted on August 30, 2018 shall be prorated and will become vested on August 30, 2021 (the scheduled vesting date) with respect to the number of units credited to such award in the ordinary course, subject to the terms and conditions of the stock incentive plan and award agreement applicable to such award;
• his then-outstanding unvested performance stock units granted on September 4, 2019 shall be prorated and will become vested on September 4, 2022 (the scheduled vesting date) with respect to the number of units credited to such awards in the ordinary course, subject to the terms and conditions of the stock incentive plan and award agreements applicable to such awards
• a lump sum payment of $36,375, less applicable taxes and withholding, which represents an amount equivalent to his COBRA premiums for 18 months following the separation date, payable during the thirty-day period commencing on the separation date; and
• outplacement services provided by a vendor chosen by Cordano and approved by the company for up to 12 months following the separation date.

To be entitled to the separation benefits, Cordano must:

• (a) not revoke the separation agreement within the 7-day revocation period following the date he signed the separation agreement; and
• (b) comply with his obligations under the separation agreement.

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