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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2025
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-08703 | 33-0956711 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5601 Great Oaks Parkway San Jose, California |
95119 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 717-6000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock, $.01 Par Value Per Share | WDC | The Nasdaq Stock Market LLC | ||
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 6, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Kris Sennesael as Executive Vice President and Chief Financial Officer of the Company, effective May 12, 2025. Mr. Sennesael will also assume the role of principal financial officer at that time.
Mr. Sennesael, 56, served as Chief Financial Officer of Skyworks Solutions, Inc. from 2016 to May 2025. From 2012 to 2016, Mr. Sennesael served as Chief Financial Officer of Enphase Energy, Inc. Mr. Sennesael served as Chief Financial Officer of Standard Microsystems Corporation from 2009 to 2012, when it was acquired by Microchip Technology Incorporated. Prior to 2009, Mr. Sennesael served in various financial roles at ON Semiconductor Corp. and AMI Semiconductor, Inc. Mr. Sennesael also serves on the board of directors of Maxeon Solar Technologies, Ltd.
In connection with his appointment as the Company’s Executive Vice President and Chief Financial Officer, Mr. Sennesael will receive an annual base salary of $715,000 and a target bonus opportunity under the Company’s short-term incentive plan of 100% of annual base salary. Mr. Sennesael will also receive a signing bonus of $2,000,000, which is subject to repayment if Mr. Sennesael’s employment is terminated before the two-year anniversary of the payment date (unless the Company terminates Mr. Sennesael’s employment without “Cause” as defined in the Company’s Executive Severance Plan).
Mr. Sennesael will receive a sign-on equity award with a grant date value of $10,000,000, with 80% of such equity award consisting of a time-based restricted stock unit (“RSU”) award and 20% of such equity award consisting of a performance stock unit (“PSU”) award. Subject to Mr. Sennesael’s continued employment with the Company, the RSU award will vest based on the following schedule: approximately $1,750,000 will vest in November 2025, $1,750,000 will vest in May 2026, $2,500,000 will vest in May 2027 and the remaining $2,000,000 will vest in May 2028. The PSU award is expected to vest in August 2028, subject to the achievement of applicable performance criteria. Subject to approval by the Compensation and Talent Committee of the Board, Mr. Sennesael will also be eligible to receive an annual equity award for the Company’s fiscal year 2026 with a grant date value equal to approximately $5,250,000.
In accordance with the Company’s customary practice, the Company will enter into its standard form of indemnification agreement with Mr. Sennesael, which agreement has previously been filed with the Securities and Exchange Commission. Mr. Sennesael will also be eligible to participate in the Company’s Executive Severance Plan, Change in Control Plan and other benefit programs generally available to the Company’s executive officers.
There are no arrangements or understandings between Mr. Sennesael and any other person pursuant to which Mr. Sennesael was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Sennesael and any director or executive officer of the Company.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on May 7, 2025 announcing Mr. Sennesael’s appointment as the Company’s Executive Vice President and Chief Financial Officer. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) |
Exhibits |
|||
| 99.1 | Press Release issued by Western Digital Corporation on May 7, 2025. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Western Digital Corporation | ||
| (Registrant) | ||
| By: | /s/ Cynthia Tregillis |
|
| Cynthia Tregillis | ||
| Executive Vice President, Chief Legal Officer and Secretary |
||
Date: May 8, 2025
Exhibit 99.1
Western Digital Names Finance Executive Kris Sennesael
as Chief Financial Officer
SAN JOSE, Calif. – May 7, 2025 – Western Digital (Nasdaq: WDC) announced today that it has hired Kris Sennesael as Chief Financial Officer (CFO) effective May 12, 2025. With more than 25 years of experience in finance and general management across the semiconductor and technology industries, Sennesael most recently served as CFO at Skyworks Solutions.
“I am excited for Kris to join Western Digital. His tenure of being a hands-on leader and experience across all global markets will further strengthen our position moving forward,” said Irving Tan, Western Digital’s Chief Executive Officer. “I’m looking forward to his expertise and leadership as we build the future of Western Digital together, balancing investment for innovation and growth with operational efficiency to create sustainable, long-term shareholder value.”
Sennesael will report directly to Tan and will lead Western Digital’s global finance organization including finance, accounting, financial reporting, tax, treasury, internal audit, corporate real estate, and investor relations.
In his prior role with Skyworks Solutions, Sennesael collaborated extensively with the Board of Directors, CEO, and the executive team to steer strategic initiatives aimed at creating shareholder value, and contributed to scaling the business through both organic and inorganic growth strategies. Prior to this role, he held the CFO position at both Enphase Energy and Standard Microsystems, and held leadership roles at ON Semiconductor, AMI Semiconductor, and Alcatel Microelectronics.
About Western Digital
Western Digital empowers the systems and people who rely on data. Consistently delivering massive capacity, high quality and low TCO, Western Digital is trusted by hyperscale cloud providers, enterprise data centers, content professionals and consumers around the world. Core to its values, the company recognizes the urgency to combat climate change and is on a mission to design storage technologies that not only meet today’s data demands but also contribute to a more climate-conscious future. Follow Western Digital on LinkedIn and learn more at http://www.westerndigital.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding expectations for: the company’s future position and creation of shareholder value. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse global or regional conditions, including new or additional tariffs or trade restrictions; volatility in demand for the company’s products; inflation; increases in interest rates and an economic recession; future responses to and effects of global health crises; the impact of business and market conditions; the outcome and impact of the company’s completed separation of the HDD and Flash businesses, including with respect to stock price volatility and the diversion of management’s attention from ongoing business operations and opportunities; the impact of competitive products and pricing; the company’s development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and the company’s strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; the company’s level of debt and other financial obligations; changes to the company’s relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; any decisions to reduce or discontinue paying cash dividends; the company’s ability to achieve its greenhouse gas emissions reduction and other sustainability goals; the impact of international conflicts; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Annual Report on Form 10-K filed with the SEC on August 20, 2024 and Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025, to which your attention is directed.
You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.
© 2025 Western Digital Corporation or its affiliates. All rights reserved. Western Digital, the Western Digital design, and the Western Digital logo are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the US and/or other countries. All other marks are the property of their respective owners.
Contacts:
Western Digital Media Relations
WD.Mediainquiries@wdc.com
Western Digital Investor Relations
investor@wdc.com