DEF 14A of Western Digital Corp, Oct 7, 2024

DEF 14A of Western Digital Corp

Filed Oct 7, 2024 · FY20240001308179-24-000755

Open on EDGAR

  1. Website References

    | Description of Compensation Arrangements for Named Executive Officers | | 60 | | Outstanding Equity Awards at Fiscal 2024 Year-End Table | | 61 | | Fiscal 2024 Option Exercises and Stock Vested Table | | 62 | | Fiscal 2024 Non-Qualified Deferred Compensation Table | | 63 | | Potential Payments upon Termination or Change in Control | | 63 | | CEO Pay Ratio | | 67 | | Pay Versus Performance | | 68 | | Equity Plan Proposal | | 71 | | PROPOSAL 3: | Approval of the Amendment and Restatement of our 2021 Long-Term Incentive Plan to Increase by Six Million the Number of Shares of Our Common Stock Available for Issuance Under that Plan | 71 | | Equity Compensation Plan Information | | 82 | | Stock Ownership Information | | 83 | | Audit Committee Matters | | 85 | | PROPOSAL 4: | Ratification of Appointment of our Independent Registered Public Accounting Firm | 85 | | Report of the Audit Committee | | 86 | | Additional Information | | 88 | | General Information About the Annual Meeting | | 88 | | Virtual Annual Meeting | | 88 | | Availability of Annual Report | | 93 | | Communication with our Company | | 93 | | Appendix A—Non-GAAP Financial Measures | | A-1 | | Appendix B—Amended and Restated 2021 Long-Term Incentive Plan | | B-1 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | 6 | Western Digital 2024 Proxy Statement |

  4. Nominees for Election

    Nominees for Election Below is information about the experience and other key qualifications and attributes of each of our Board’s eight director nominees.

  5. Nominees for Election

    | KIMBERLY E. ALEXY, 54 INDEPENDENT Director Since: November 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●From her more than 25 years of experience in capital markets, corporate finance and investments across several financial institutions, Ms. Alexy brings to our Board deep expertise in finance and first-hand transaction experience. ●Ms. Alexy also contributes her specialized knowledge of cybersecurity issues, which includes a CERT Certificate in Cybersecurity Oversight for corporate directors issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, strengthening our Board’s risk oversight function. ●Additionally, Ms. Alexy has a CFA designation and her financial skills and prior experience qualify her as an “audit committee financial expert” under SEC rules. Her previous service on numerous public company boards of directors, including as chair of audit or governance committees, provides our Board with valuable insights and perspectives and has been instrumental in Ms. Alexy’s leadership in overseeing our enterprise risk management program as Chair of the Audit Committee. | | CAREER HIGHLIGHTS Alexy Capital Management, a private investment fund ●Founder and principal (2005-present) Prudential Securities ●Senior vice president and managing director (1998-2003) Lehman Brothers ●Vice president of equity research (1995-1998) | | | OTHER PUBLIC BOARDS | | | | | Current ●None | Past Five Years ●Five9, Inc. ●Mandiant, Inc. ●Alteryx, Inc. | |

  6. Nominees for Election

    | THOMAS CAULFIELD, 65 INDEPENDENT Director Since: July 2021 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Having served as an executive in the technology industry for over 30 years, Dr. Caulfield brings crucial semiconductor technical and business expertise enabling our Board to oversee strategies to drive innovation and unlock stockholder value. ●With direct experience leading various aspects of global technology companies ranging from research and development, to supply chain, to sales, Dr. Caulfield’s expertise has helped guide Western Digital’s review of its strategic plan. ●Dr. Caulfield also brings public company board experience. | | CAREER HIGHLIGHTS GlobalFoundries Inc., a multinational semiconductor contract manufacturing and design company ●CEO (2018-present) ●Senior vice president and general manager, Fab 8 semiconductor wafer manufacturing facility (2014-2018) Soraa, Inc. ●President and chief operating officer (2012-2014) Caitin Inc. ●CEO (2010-2012) | | | OTHER PUBLIC BOARDS | | | | | Current ●GlobalFoundries Inc. | Past Five Years ●None | |

  7. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair |

  8. Nominees for Election

    | 10 | Western Digital 2024 Proxy Statement |

  9. Nominees for Election

    | MARTIN I. COLE, 68 INDEPENDENT Director Since: December 2014 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Mr. Cole brings to our Board extensive senior executive leadership experience across a variety of business sectors and geographies, enabling him to provide strategic advice and wide-ranging insights, including relating to technology solutions, which are an important part of our business. ●Through his roles at Accenture plc and Cloudera, Mr. Cole has a demonstrated track record and understanding of how to build and lead successful businesses in an increasingly competitive technology landscape, greatly enhancing the strategic oversight capabilities of our Board. ●Mr. Cole has significant experience establishing and overseeing executive compensation programs as a former executive, CEO and as a board and compensation committee member at other public companies. As Chair of the Compensation and Talent Committee, he has played a critical role in leading enhancements to our compensation program and practices to align with our stockholders’ input and perspectives. ●Mr. Cole’s former executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules. | | CAREER HIGHLIGHTS 3i Group plc, a private equity firm ●Senior adviser (2017-present) Cloudera, Inc., an enterprise data management systems company ●Interim CEO (August 2019-January 2020) Accenture plc ●Chief executive – technology (2012-2014) ●Chief executive – communications, media and technology group (2006-2012) ●Chief executive – government operating group (2004-2006) ●Managing partner, outsourcing and infrastructure group (2002-2004) | | | OTHER PUBLIC BOARDS | | | | | Current ●The Western Union Company | Past Five Years ●Cloudera, Inc. | |

  10. Nominees for Election

    | TUNÇ DOLUCA, 66 INDEPENDENT Director Since: August 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Mr. Doluca brings to our Board 40 years of executive leadership and technical experience in the semiconductor industry, which provides our Board with valuable perspectives directly relevant to our business, our products, and the markets in which we operate. ●As a seasoned CEO and previous director of large public technology companies, Mr. Doluca has contributed extensively to our Board’s oversight of corporate strategy, financial management, compensation, operations, marketing and research and development. ●Mr. Doluca has a range of experience across compensation and human capital matters, and, as a member of the Compensation and Talent Committee, has helped guide the development of our compensation programs and people policies and programs, including those focusing on talent development and inclusion, all which are critical to achieving our strategic objectives. | | CAREER HIGHLIGHTS Maxim Integrated (acquired by Analog Devices, Inc. in August 2021), an integrated circuits manufacturing company ●President and CEO (2007-August 2021) ●Group president (2005-2007) ●Senior vice president (2004-2005) ●Vice president (1994-2004) | | | OTHER PUBLIC BOARDS | | | | | Current ●None | Past Five Years ●Analog Devices, Inc. ●Maxim Integrated | |

  11. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair |

  12. Nominees for Election

    | Corporate Governance Matters | 11 |

  13. Nominees for Election

    | DAVID V. GOECKELER, 62 CHIEF EXECUTIVE OFFICER Director Since: March 2020 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●With more than 30 years in the technology industry, Mr. Goeckeler has a proven ability to set and implement strategy of large, global technology franchises, including in his current position as our CEO. ●Mr. Goeckeler also brings deep experience in technical and senior management positions, and his leadership of teams through large-scale development projects and strategic acquisitions have positioned our company to capitalize on opportunities in the shifting landscape. ●His experience, combined with his thorough knowledge and understanding of Western Digital’s operations, allow Mr. Goeckeler to lead and manage our day-to-day operations, while overseeing the strategic direction of our company. | | CAREER HIGHLIGHTS Western Digital Corporation ●CEO (March 2020-present) Cisco Systems, Inc., a multinational technology company ●Executive vice president and general manager, networking and security (2017-March 2020) ●Senior vice president and general manager, networking and security business group (2016-2017) ●Senior vice president and general manager, security business (2014-2016) | | | OTHER PUBLIC BOARDS | | | | | Current ●Automatic Data Processing, Inc. | Past Five Years ●None | |

  14. Nominees for Election

    | MATTHEW E. MASSENGILL, 63 INDEPENDENT CHAIR OF THE BOARD Director Since: January 2000 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Mr. Massengill brings over 30 years of executive management and leadership experience, including as Western Digital’s former CEO, President and COO, which has been instrumental to our Board’s role in overseeing achievement of our strategic objectives and risk management. ●In addition to his deep understanding of our operations, Mr. Massengill also has extensive background in various aspects of the global technology market and brings valuable insight into identification and mitigation of key risks faced by technology companies. ●His prior service on other public company boards has enabled Mr. Massengill to provide strong, independent leadership of our Board, while partnering closely with our management team and our stakeholders. | | CAREER HIGHLIGHTS Western Digital Corporation ●Chair of the Board (2015-present and 2001-2007) ●CEO (2000-2005) ●President (2000-2002) ●Chief Operating Officer (1999-2000) | | | OTHER PUBLIC BOARDS | | | | | Current ●None | Past Five Years ●None | |

  15. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair |

  16. Nominees for Election

    | 12 | Western Digital 2024 Proxy Statement |

  17. Nominees for Election

    | STEPHANIE A. STREETER, 67 LEAD INDEPENDENT DIRECTOR Director Since: November 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●As the former CEO of two global companies, Ms. Streeter brings to our Board extensive senior executive leadership experience overseeing companies with manufacturing and operations across the globe, contributing crucially to our Board’s role in guiding business and marketing strategies. ●Ms. Streeter has a track record of driving growth for consumer products and supply chain management companies, contributing to our Board’s thoughtful consideration of our diverse stakeholders. Ms. Streeter has served on several public company boards of directors, with substantial governance experience as a director and former governance committee member of public companies such as Goodyear and Kohl’s, allowing her to effectively serve as our Lead Independent Director. ●As Chair of the Governance Committee, Ms. Streeter has also helped lead our recent Board refreshment efforts and the oversight of our robust corporate responsibility practices and disclosures. Her former executive and board roles, along with her financial experience, qualify her as an “audit committee financial expert” under SEC rules. | | CAREER HIGHLIGHTS Libbey Inc. ●CEO (2011-2016) U.S. Olympic Committee ●Acting CEO (2009-2010) ●Board member (2004-2009) Banta Corporation ●President and CEO (2001-2007) | | | OTHER PUBLIC BOARDS | | | | | Current ●None | Past Five Years ●Kohl’s Corporation ●Goodyear Tire & Rubber Company | |

  18. Nominees for Election

    | MIYUKI SUZUKI, 64 INDEPENDENT Director Since: July 2021 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Ms. Suzuki is a seasoned leader in the technology and telecommunications industries contributing to our Board’s comprehensive perspectives around the technology industry. ●Ms. Suzuki also has deep global operations experience across the Asia Pacific region, which has provided valuable insight for our Board throughout Western Digital’s joint venture with Kioxia Corporation. ●Ms. Suzuki has substantial governance experience as a public company director at Twilio, a global software company, and private company board experience specific to Japan-based companies (Jera Co., Inc. and, previously, MetLife Japan). | | CAREER HIGHLIGHTS Cisco Systems, Inc. ●President, Asia Pacific, Japan and China (2018-February 2021) ●President and general manager, Japan (2015-2018) Jetstar Japan ●President and CEO (2011-2015) KVH (now Colt Technology Services) ●President and vice chairman (2007-2011) Lexis Nexis Asia Pacific ●President and CEO (2004-2006) | | | OTHER PUBLIC BOARDS | | | | | Current ●Twilio Inc. | Past Five Years ●None | |

  19. Nominees for Election

    | | Audit | | Compensation and Talent | | Governance | | Executive | | Committee Chair |

  20. Nominees for Election

    | Corporate Governance Matters | 13 |

  21. Director Nominee Skills and Experience

    Director Nominee Skills and Experience Our Board of Directors believes our nominees’ breadth of experience, diversity and mix of qualifications, attributes, tenure and skills strengthen our Board’s independent leadership and effective oversight of management.

  22. Director Nominee Skills and Experience

    | INDEPENDENCE | GENDER | AGE | TENURE | | 88% | 38% | 64 Years | 6 Years | | Independent | Women | Average | Median | | | | | |

  23. WOMEN IN BOARD LEADERSHIP ROLES

    WOMEN IN BOARD LEADERSHIP ROLES

  24. WOMEN IN BOARD LEADERSHIP ROLES

    | Lead Independent Director | Audit Committee Chair | Governance Committee Chair |

  25. WOMEN IN BOARD LEADERSHIP ROLES

    | 14 | Western Digital 2024 Proxy Statement |

  26. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

  27. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | | | | | | | | | | | | | EXECUTIVE | | | | | | | | | | | SEMICONDUCTOR | | | | | | | | | | | DATA INFRASTRUCTURE | | | | | | | | | | | STRATEGIC TRANSACTIONS | | | | | | | | | | | MANUFACTURING | | | | | | | | | | | OPERATIONS AND INFRASTRUCTURE | | | | | | | | | | | TECHNOLOGY/INNOVATION | | | | | | | | | | | GLOBAL | | | | | | | | | | | FINANCE AND ACCOUNTING | | | | | | | | | | | CYBERSECURITY | | | | | | | | | | | RISK MANAGEMENT | | | | | | | | | | | CORPORATE ENVIRONMENTAL, SUSTAINABILITY AND CLIMATE | | | | | | | | | | | CORPORATE SOCIAL RESPONSIBILITY | | | | | | | | | | | HUMAN CAPITAL MANAGEMENT | | | | | | | | |

  28. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | | Indicates expertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career | | | Indicates experience derived through: (i) board or relevant committee membership at our company or another public company; (ii) executive leadership or board membership of a public company in the relevant industry; or (iii) consulting, investment banking, private equity investing or legal experience |

  29. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | | | | | | | | | | | | | MEMBER OF AN UNDERREPRESENTED COMMUNITY Self-identifies as racially or ethnically diverse, or as a member of the LGBTQ+ community | | | | | | | | | | | GENDER Self-identified gender Male = M; Female = F; Nonbinary, third gender or other = O | F | M | M | M | M | M | F | F |

  30. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | OUR BOARD IS HIGHLY ENGAGED AND WELL QUALIFIED, AND ALL DIRECTOR NOMINEES POSSESS THE SKILLS AND EXPERIENCE NECESSARY TO OVERSEE OUR EVOLVING AND GROWING BUSINESS. |

  31. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | Corporate Governance Matters | 15 |

  32. Director Compensation

    Director Compensation

  33. Fiscal 2024 Director Compensation Program for Non-Employee Directors

    Fiscal 2024 Director Compensation Program for Non-Employee Directors We believe that it is important to attract and retain exceptional and experienced directors who understand our business, and to offer compensation opportunities that further align the interests of our non-employee directors with those of our stockholders. The Compensation and Talent Committee, with the assistance of its independent compensation consultant, regularly reviews our non-employee director compensation and market trends in director compensation (including non-employee director compensation practices at a group of peer companies) and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. The committee makes recommendations based on such review to our Board of Directors, which determines whether any changes should be made to our non-employee director compensation program. We established a compensation program for fiscal 2024 for each of our non-employee directors that generally consisted of a combination of annual cash retainers and restricted stock units (“RSUs”). As a part of its most recent review of the non-employee director compensation program, the Compensation and Talent Committee reviewed an analysis of competitive market data and determined that our non-employee director compensation was near the median of our peers in terms of the average total direct compensation amount. The following section describes the elements and other features of our director compensation program for fiscal 2024 for non-employee directors. We did not make any changes compared to the fiscal 2023 director compensation program and there are currently no planned changes to the non-employee director compensation program for fiscal 2025.

  34. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024 The table below summarizes the compensation for fiscal 2024 for each of our non-employee directors serving on our Board of Directors in fiscal 2024. Mr. Goeckeler was a named executive officer for fiscal 2024 and did not receive any additional compensation for his services as a director during fiscal 2024. Information regarding his compensation for fiscal 2024 is presented in the “Fiscal 2022–2024 Summary Compensation Table” and the related explanatory tables.

  35. Director Compensation Table for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kimberly E. Alexy | 125,000 | 239,954 | 364,954 | | Thomas Caulfield | 95,000 | 239,954 | 334,954 | | Martin I. Cole | 135,000 | 239,954 | 374,954 | | Tunç Doluca | 97,500 | 239,954 | 337,454 | | Matthew E. Massengill(2) | 185,000 | 289,989 | 474,989 | | Reed B. Rayman | 325,000(3) | — | 325,000 | | Stephanie A. Streeter | 137,500 | 279,954 | 417,454 | | Miyuki Suzuki | 95,000 | 239,954 | 334,954 |

  36. Director Compensation Table for Fiscal 2024

    | (1) The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2024 computed in accordance with Accounting Standards Codification 718 (“ASC 718”) using the closing price of our common stock on the grant date. With the exception of Mr. Rayman, who did not receive any equity grants, on the date of our 2023 Annual Meeting (November 15, 2023), each non-employee director was automatically granted 5,213 RSUs (6,300 RSUs for our Chair of the Board and 6,082 RSUs for our Lead Independent Director). |

  37. Director Compensation Table for Fiscal 2024

    | Corporate Governance Matters | 35 |

  38. Director Compensation Table for Fiscal 2024

    The following table presents the aggregate number of shares of our common stock covered by unvested stock awards (and corresponding dividend equivalents that may be settled in stock) and deferred stock units held by each of our non-employee directors on June 28, 2024:

  39. Director Compensation Table for Fiscal 2024

    | Name | Aggregate Number of Unvested Restricted Stock Units | Aggregate Number of Deferred Stock Units | | Kimberly E. Alexy | 5,213 | — | | Thomas Caulfield | 5,213 | — | | Martin I. Cole | 5,213 | — | | Tunç Doluca | 5,213 | — | | Matthew E. Massengill | 6,300 | 7,962 | | Reed B. Rayman | — | — | | Stephanie A. Streeter | 6,082 | — | | Miyuki Suzuki | 5,213 | — |

  40. Director Compensation Table for Fiscal 2024

    | (2) Mr. Massengill elected to defer 50% of his cash compensation earned in calendar year 2023 and 100% of his fiscal 2024 RSU award. | | (3) Mr. Rayman is an Investor Designated Director and thus his cash compensation includes a cash award in the amount of $240,000 in lieu of RSUs, in accordance with our amended Non-Employee Director Restricted Stock Unit Grant Program, as described in the section above entitled “Non-Employee Director Equity Awards”. Pursuant to arrangements between Mr. Rayman and Apollo Global Management, Inc., Mr. Rayman’s cash compensation is paid to Apollo Management Holdings, L.P. Mr. Rayman has not been nominated for re-election at the Annual Meeting and his term in office will end immediately prior to the Annual Meeting. |

  41. Paying for Performance: Fiscal 2024 Performance Results and Payouts

    Paying for Performance: Fiscal 2024 Performance Results and Payouts Payouts under our incentive compensation plans reflect our significantly improved financial performance in fiscal 2024 relative to fiscal 2023. The fiscal 2024 short-term incentive (“STI”) program paid out at 200% on average for our named executive officers, reflecting our strong profits and disciplined management of working capital during the fiscal year. The payout for the fiscal 2022-2024 performance stock units (“PSUs”) under our long-term incentive (“LTI”) program was 119%. The executive incentive compensation plan payouts align with the Compensation and Talent Committee’s pay-for-performance philosophy.

  42. Paying for Performance: Fiscal 2024 Performance Results and Payouts

    | Award | Fiscal 2024 Payouts | Page | | STI Payout for Fiscal 2024 | | | | Fiscal 2024 STI Average Payout % | 200% | 50 | | LTI Payout for Fiscal 2024 | | | | Fiscal 2022–2024 PSUs | 119% | 53 |

  43. Paying for Performance: Fiscal 2024 Performance Results and Payouts

    | Executive Compensation | 41 |

  44. Executive Compensation Philosophy, Objectives and Process

    | Pay for performance by providing a substantial portion of compensation in the form of “at-risk,” variable incentive compensation awards that reward superior individual, corporate and market-based performance and that reduce pay for underperformance | Align the interests of our executive officers with our stockholders through our pay-for-performance compensation design and by granting long-term equity awards that include multi-year performance or service vesting requirements |

  45. Elements of Our Fiscal 2024 Executive Compensation Program

    | | | Elements of Fiscal 2024 Target Total Direct Compensation | | | | | | | | CEO | Other Named Executive Officers(1) | Characteristics | Purpose | Performance Link/ Key Benchmark | | | | BASE SALARY | | ●Fixed compensation | ●Attracts, retains and motivates premier executive talent ●Compensates executive officers for sustained individual performance | ●Competitive with market and industry practices ●Adjusted for experience, responsibility, potential and performance | | | | | | | | | | | | STI | | ●Annual performance-based cash incentive compensation | ●Motivates executive officers to accelerate our annual growth and drive financial performance ●Encourages accountability by rewarding achievement of corporate and individual performance objectives | ●Non-GAAP operating income (45% weighting) ●Cash Conversion Cycle (45% weighting) ●Emissions (10% weighting) ●Individual performance modifier (+/- 25%) tied to specific individual performance goals ●Individual performance modifier may not increase award payout if non-GAAP operating income is below minimum level | | | | LTI PSUs | | ●Performance-based equity compensation ●3x1 annual performance targets; annual payouts averaged for a final three-year payout ●60% of our CEO’s LTI are PSUs; 50% of our other named executive officers’ LTI are PSUs | ●Encourages accountability by rewarding achievement of long-term (over a three-year period) corporate and market-based performance objectives ●Focuses our named executive officers on value creation through annual financial objectives, while also encouraging long-term value creation | ●Revenue and non-GAAP EPS goals are each weighted at 50% ●Three-year relative Total Shareholder Return (“TSR”) modifier (+/-10%) ●Relative TSR modifier may not increase payout if absolute TSR is negative | | | | RSUs | | ●Variable long-term equity compensation ●Vests with respect to 25% after one year and 6.25% quarterly thereafter | ●Provides alignment with stockholder interests by focusing executive officers on long-term value creation ●Provides retention value | ●Value based on stock price performance | | | | | | | | | | | | LTI MIX | | | | | | | | | | | | |

  46. Process for Determining Executive Compensation

    | EXTERNAL AND INTERNAL FACTORS ●Our compensation philosophy and objectives ●Our pay positioning relative to our proxy peer group and broad compensation survey market data ●The executive officer’s role, experience, performance and contributions ●Internal pay equity ●Our retention objectives ●Succession planning ●Current and historical company performance and strategic and financial goals ●Market performance and general economic conditions | COMPENSATION CONSULTANT ●Views from the committee’s independent compensation consultant ●Compensation survey and proxy peer group company market data prepared by the independent compensation consultant | | | MANAGEMENT ●Our CEO’s recommendations for our other executive officers (not including himself) ●Our CFO’s input on financial targets for our performance-based incentive compensation program, data regarding the impact of the program on our financial results and actual results against our pre-established performance targets ●Internal and external compensation data provided by our Chief People and Inclusion Officer and other staff | | | STOCKHOLDERS ●Feedback received during stockholder outreach and engagement efforts |

  47. Process for Determining Executive Compensation

    | ● | Reviewing and advising on executive compensation, including the performance metrics used under the executive compensation program | | ● | Reviewing and advising on compensation design and amounts for non-employee members of our Board of Directors | | ● | Providing recommendations regarding the composition and selection of our proxy peer group companies | | ● | Analyzing proxy peer group and survey compensation data | | ● | Providing advice regarding executive compensation policies, practices and trends | | ● | Advising on the compensation-related items approved by the committee in connection with the strategic review of our business |

  48. Comparative Market Data

    Comparative Market Data The Compensation and Talent Committee determines the composition of our proxy peer group and reevaluates this group on an annual basis with input from its independent compensation consultant. For fiscal 2024, market data was collected from the Radford Global Compensation Database, an independently published survey. The survey data was filtered to screen for companies in our proxy peer group that participate in the survey and, for executive roles in which such survey screen resulted an insufficient data, a broader screen of technology companies as adjusted for revenue size was used. With input from its independent compensation consultant, the committee considered such market data and industry practices during its annual review of the competitiveness of our compensation levels and the appropriate mix of compensation elements for our named executive officers. This market data provided the committee a reference point, which was one of several factors that it used to make compensation decisions during its fiscal 2024 annual compensation review.

  49. Fiscal 2024 Proxy Peer Group Companies for Benchmarking Pay and Incentive Design

    Fiscal 2024 Proxy Peer Group Companies for Benchmarking Pay and Incentive Design The proxy peer group companies that the Compensation and Talent Committee used for comparative pay and incentive design purposes for fiscal 2024 consisted of technology companies that compete with us for talent and have the size (primarily based on revenue) and business characteristics that we believe are comparable to ours. Like us, many companies included in our proxy peer group are included in the Dow Jones U.S. Technology Hardware & Equipment Index. In choosing companies for our proxy peer group, the Compensation and Talent Committee focused primarily on industry, talent market and revenue size. Revenue is a commonly used proxy for organizational size and complexity and is typically stable from year-to-year, making it a valuable metric when selecting peers for executive compensation purposes. As part of its decision process, the committee also referenced other metrics for informational purposes, including comparative market capitalization and profitability metrics. Following its annual review, the committee changed the proxy peer group for fiscal 2024 as follows: Removed: HP Inc. (due to its high revenue relative to Western Digital’s revenue) Added: GlobalFoundries Inc.; KLA Corporation; Microchip Technology, Inc.; and NXP Semiconductors N.V. (industry peers with revenue and/or market capitalization that position Western Digital closer to the median of the fiscal 2023 peer group with respect to those financial screens)

  50. WESTERN DIGITAL COMPARED TO PROXY PEER GROUP

    WESTERN DIGITAL COMPARED TO PROXY PEER GROUP

  51. WESTERN DIGITAL COMPARED TO PROXY PEER GROUP

    | Advanced Micro Devices, Inc. Analog Devices, Inc. Applied Materials, Inc. Broadcom Inc. Cisco Systems, Inc. GlobalFoundries Inc. Hewlett Packard Enterprise Company | KLA Corporation Lam Research Corporation Microchip Technology Inc. Micron Technology, Inc. Motorola Solutions, Inc. NetApp, Inc | NXP Semiconductors N.V. NVIDIA Corporation ON Semiconductor Corporation QUALCOMM Incorporated Seagate Technology plc Texas Instruments Incorporated |

  52. WESTERN DIGITAL COMPARED TO PROXY PEER GROUP

    | (1) Represents annual revenue for the most recent fiscal year for which data was available through SEC filings as of August 30, 2024. |

  53. WESTERN DIGITAL COMPARED TO PROXY PEER GROUP

    | Executive Compensation | 45 |

  54. Fiscal 2024 STI

    Fiscal 2024 STI As disclosed in last year’s proxy statement, the Compensation and Talent Committee implemented a number of enhancements to our STI design, beginning in fiscal 2024, which were directly responsive to perspectives and feedback shared by our stockholders during our year-round engagement efforts. During these meetings, stockholders raised questions concerning:

  55. Fiscal 2024 STI

    | ● | Inclusion of the exabytes shipped metrics, noting these metrics incentivize output and revenue instead of profitability and efficiency | | ● | The committee’s application of the individual performance metric, noting that individual metric payouts in fiscal 2022 for our named executive officers exceeded target, while our corporate performance was below target |

  56. Fiscal 2024 STI

    After assessing our fiscal 2024 objectives, market conditions and considering stockholder feedback, the committee approved the following STI design for fiscal 2024:

  57. Fiscal 2024 STI

    | Non-GAAP Operating Income 45% Weighting | + | Cash Conversion Cycle 45% Weighting | + | Emissions 10% Weightingx | Individual Modifier* (+/-25%) | = | Payout (Capped at 250%) | | 0%-200% Performance Range for each Metric | | | | | | | |

  58. Fiscal 2024 STI

    | * The Individual Modifier may not increase award payout if our non-GAAP operating income is below the minimum performance level. |

  59. Fiscal 2024 STI

    The committee eliminated the exabytes shipped metrics and the individual performance metric included in the fiscal 2023 STI and replaced them with a cash conversion cycle metric and an emissions metric. The cash conversion cycle metric measures the length of time it takes to convert our working capital investments into cash, which the committee believes complements non-GAAP operating income by focusing our executive officers on both profitability and managing working capital (inventory, receivables and payables) to generate cash. The emissions metric aligns our executive officers’ compensation to progress on our Scope 1 and Scope 2 emissions reduction targets. The individual performance modifier in the fiscal 2024 STI includes execution and leadership goals for each executive and corporate ESG goals focused on inclusion and governance. The individual performance modifier may not increase award payout (but can still decrease the payout) if our non-GAAP operating income performance is below the minimum performance level for that metric.

  60. Fiscal 2024-2026 PSUs

    Fiscal 2024-2026 PSUs As previously disclosed, in evaluating the fiscal 2024-2026 PSU design and in direct response to stockholder feedback received, the Compensation and Talent Committee removed the upside incentive tied to our stock price compound annual growth rate (“CAGR”) and replaced it with a relative TSR modifier that modifies PSU payouts with a multiplier ranging from +/- 10% based on our performance relative to the S&P 500 Information Technology Index constituents as of the beginning of the performance period. The modifier compares our three-year TSR performance to the median company in the index based on three-year TSR performance. If our TSR performance exceeds the TSR of the median company by 50 percentage points or more, the PSU payout is modified by +10%; if our TSR performance is lower than the median company by 50 percentage points or more, the PSU payout is modified by -10%. Straight line interpolation will be used for performance between those points to determine the PSU payout modifier. In the event our absolute TSR performance is negative, the relative TSR modifier may not increase the PSU payout and can only be used to decrease such payout.

  61. Fiscal 2024-2026 PSUs

    | 46 | Western Digital 2024 Proxy Statement |

  62. Fiscal 2024-2026 PSUs

    The committee chose the S&P 500 Information Technology Index constituents for the relative TSR peer group because our company is a member of the index, and it also includes a majority of our proxy peers. The index includes companies that our stockholders review in comparing our relative performance and reflects input from our stockholders that they prefer that we use an industry peer set for relative TSR versus a broad-based index such as the S&P 500 Index.

  63. Fiscal 2024-2026 PSUs

    | * The relative TSR modifier will not increase payout if our absolute TSR is negative over the measurement period. |

  64. Short-Term Incentives

    Short-Term Incentives

  65. Fiscal 2024 Target Incentive Award Opportunities

    Fiscal 2024 Target Incentive Award Opportunities

  66. Fiscal 2024 Target Incentive Award Opportunities

    | Named Executive Officer | Annual Target Incentive Award Opportunity(1) (as Percentage of Base Salary) | Increase from Fiscal 2023 | | David V. Goeckeler | 175% | 0% | | Wissam G. Jabre | 120% | 0% | | Robert W. Soderbery | 120% | 0% | | Michael C. Ray | 100% | 0% | | Srinivasan Sivaram | 120% | 0% |

  67. Fiscal 2024 Target Incentive Award Opportunities

    | (1) Table reflects annual target incentive opportunity at the end of fiscal 2024 for each named executive officer, other than with respect to Mr. Ray and Dr. Sivaram, whose employment with our company terminated prior to the end of fiscal 2024. Because Mr. Ray and Dr. Sivaram voluntarily terminated their employment, their fiscal 2024 annual incentive awards were forfeited upon their termination. |

  68. Fiscal 2024 STI Design and Performance

    Fiscal 2024 STI Design and Performance As discussed in more detail on page 45 in the section entitled “Updates to Fiscal 2024 Executive Compensation Program,” the Compensation and Talent Committee updated the STI design to reflect investor feedback during our prior stockholder outreach and engagement. Our fiscal 2024 STI design is reflected below. The individual modifier component for each named executive officer included goals tied to leadership, execution and ESG targets.

  69. Fiscal 2024 STI Design and Performance

    | Non-GAAP Operating Income 45% Weighting | + | Cash Conversion Cycle 45% Weighting | + | Emissions 10% Weightingx | Individual Modifier* (+/-25%) | = | Payout (Capped at 250%) | | 0%-200% Performance Range for each Metric | | | | | | | |

  70. Fiscal 2024 STI Design and Performance

    | * The Individual Modifier may not increase award payout if our non-GAAP operating income is below the minimum performance level. |

  71. Fiscal 2024 Corporate Performance

    | Non-GAAP Operating Income(1) (45% Weighting) | | | | Performance Achievement | STI Payout (% Target) | Performance ($ millions) | | Maximum | 200% | 66 | | Target | 100% | (195) | | Minimum | 0% | (594) | | Actual | 200% | 512 |

  72. CASH CONVERSION CYCLE

    | Cash Conversion Cycle (45% Weighting) | | | | Performance Achievement | STI Payout (% Target) | Performance (Days) | | Maximum | 200% | 97 | | Target | 100% | 114 | | Minimum | 0% | 131 | | Actual | 141% | 107 |

  73. SCOPE 1 AND SCOPE 2 EMISSIONS

    | Scope 1 and Scope 2 Emissions (10% Weighting) | | | | Performance Achievement | STI Payout (% Target) | Performance (Metric Tons of Carbon Dioxide Equivalent ("CO2 e")) | | Maximum | 200% | 721,000 | | Target | 100% | 752,730 | | Threshold | 25% | 773,000 | | Actual | 200% | 669,000 |

  74. SCOPE 1 AND SCOPE 2 EMISSIONS

    | Non-GAAP Operating Income Payout % (45% Weighting) | Cash Conversion Cycle Payout % (45% Weighting) | Scope 1 and Scope 2 Emissions Payout % (10% Weighting) | Aggregate Corporate Payout % (100%) | | 200% | 141% | 200% | 173.5% |

  75. Fiscal 2024 STI Payouts

    Fiscal 2024 STI Payouts

  76. Fiscal 2024 STI Payouts

    | Named Executive Officer | Corporate Payout % (100% Weighting) | Modifier % (+/-25% of Corporate Payout) | STI Payout (%) | STI Payout ($) | | David V. Goeckeler | 173.5% | +14% | 198% | 4,326,875 | | Wissam G. Jabre | 173.5% | +19% | 207% | 1,552,391 | | Robert W. Soderbery | 173.5% | +13% | 196% | 1,665,954 |

  77. Average CEO STI Payout (Four Year Payout %)

    Average CEO STI Payout (Four Year Payout %) The fiscal 2024 STI payout reflects our pay-for-performance philosophy in the context of our strong fiscal 2024 performance. The chart below reflects our CEO’s average STI payout during the past four fiscal years, which are the four full fiscal years that our CEO has led our company.

  78. Average CEO STI Payout (Four Year Payout %)

    | Executive Compensation | 51 |

  79. Long-Term Incentives: Fiscal 2024 Equity Awards

    Long-Term Incentives: Fiscal 2024 Equity Awards

  80. Fiscal 2024 LTI Awards

    Fiscal 2024 LTI Awards Our named executive officers received LTI awards in August 2023 consisting of a mix of PSUs and RSUs. The named executive officers’ RSUs are scheduled to vest with respect to 25% of the award on the first anniversary of the grant date and with respect to 6.25% of the award quarterly thereafter for three years. The vesting provisions of the PSUs are described below under the section entitled “Fiscal 2024-2026 PSU Awards”.

  81. Fiscal 2024 LTI Awards

    | Named Executive Officer(1) | Total LTI Target Grant Value ($)(2) | LTI Vehicle Mix | | | | | PSUs | RSUs | | David V. Goeckeler | 15,000,000 | 60% | 40% | | Wissam G. Jabre | 3,750,000 | 50% | 50% | | Robert W. Soderbery | 3,550,000 | 50% | 50% | | Michael C. Ray | 2,500,000 | 50% | 50% |

  82. Fiscal 2024 LTI Awards

    | (1) Mr. Ray voluntarily terminated his employment with our company in January 2024 and forfeited the RSU portion of his fiscal 2024 LTI award. However, because Mr. Ray satisfied the requirements for a “qualified retiree” under our PSU awards, he received retirement treatment with respect to his PSU awards. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” for a summary of the retirement benefits received by Mr. Ray. Dr. Sivaram did not receive any fiscal 2024 LTI awards prior to his voluntary termination date in September 2023. | | (2) The differences between the target grant values approved by the Compensation and Talent Committee (as reflected in the table above) and the grant date fair values of the awards as determined for financial reporting purposes (as reflected in the “Fiscal 2022-2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards Table” below) are attributable to financial accounting rules, including the use of a Monte Carlo simulation to determine the grant date fair value of the PSUs. In addition, under financial accounting rules, the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established. The performance metrics are determined annually by the committee for each of fiscal 2024, 2025 and 2026. Accordingly, only the grant date fair value for the portion attributable to fiscal 2024 is reflected in the “Fiscal 2022-2024 Summary Compensation Table” and the “Fiscal 2024 Grants of Plan-Based Awards Table” for this portion of the award. |

  83. Long-Term Incentives: PSU Design and Performance

    Long-Term Incentives: PSU Design and Performance

  84. Fiscal 2024–2026 PSU Awards

    Fiscal 2024–2026 PSU Awards As discussed in more detail on page 45 in the section entitled “Updates to Fiscal 2024 Executive Compensation Program,” the Compensation and Talent Committee updated the fiscal 2024-2026 PSU design to add a three-year relative TSR modifier. Similar to the fiscal 2023-2025 PSUs, the awards include annual financial metrics with annual payouts that are averaged to determine a three-year payout percentage. Our executive officers generally must remain employed through the entire three-year performance period to earn and vest in the awards.

  85. Fiscal 2024–2026 PSU Awards

    | 52 | Western Digital 2024 Proxy Statement |

  86. Fiscal 2024-2026 PSU Performance (Year One of Three)

    Fiscal 2024-2026 PSU Performance (Year One of Three)

  87. Fiscal 2024-2026 PSU Performance (Year One of Three)

    | | Threshold | Target | Maximum | Actual | | | | | (50%) | (100%) | (200%) | Performance | Achievement | | | Financial Metrics | ($) | ($) | ($) | ($) | Rate | Year One Payout % | | One-Year Revenue (50%) (in millions) | 11,135 | 13,100 | 15,065 | 13,003 | 99% | 97% | | One-Year Non-GAAP EPS (50%)(1) | (2.90) | (2.32) | (1.62) | (0.20) | 191% | 200% | | Weighted Payout: | | | | | | 149% |

  88. Fiscal 2024-2026 PSU Performance (Year One of Three)

    | (1) See Appendix A to this Proxy Statement for a reconciliation of GAAP EPS to non-GAAP EPS. |

  89. Fiscal 2024-2026 PSU Performance (Year One of Three)

    | Fiscal 2024 Payout % | Fiscal 2025 Payout % | Fiscal 2026 Payout % | Three-Year Average Payout % | | 149% | TBD | TBD | TBD |

  90. Fiscal 2023–2025 PSU Awards

    Fiscal 2023–2025 PSU Awards The fiscal 2023-2025 PSUs included the same annual performance period design as the fiscal 2024-2026 PSUs, with a different modifier. The fiscal 2023-2025 PSU payouts may be increased by up to 50% if we achieve stock-price CAGR targets over the performance period. As discussed in more detail on page 45 in the section entitled “Updates to Fiscal 2024 Executive Compensation Program,” the Compensation and Talent Committee did not retain the absolute CAGR modifier in the fiscal 2024-2026 PSUs based on stockholder feedback.

  91. Fiscal 2023–2025 PSU Awards

    | | Three-Year Stock Price CAGR | Upside Incentive % | | | 5% | 10% | | | 10% | 20% | | | 15% | 50% |

  92. Fiscal 2023–2025 PSU Awards

    | Fiscal 2023-2025 PSU Performance (Year Two of Three) | | | | | | | | Financial Metrics | Threshold (50%) ($) | Target (100%) ($) | Maximum (200%) ($) | Actual Performance ($) | Achievement Rate | Year Two Payout % | | One-Year Revenue (50%) (in millions) | 11,135 | 13,100 | 15,065 | 13,003 | 99% | 97% | | One-Year Non-GAAP EPS (50%)(1) | (2.90) | (2.32) | (1.62) | (0.20) | 191% | 200% | | Weighted Payout: | | | | | | 149% |

  93. Fiscal 2023–2025 PSU Awards

    | (1) See Appendix A to this Proxy Statement for a reconciliation of GAAP EPS to non-GAAP EPS. |

  94. Fiscal 2023–2025 PSU Awards

    | Fiscal 2023 Payout % | Fiscal 2024 Payout % | Fiscal 2025 Payout % | Three-Year Average Payout % | | 0% | 149% | TBD | TBD |

  95. Fiscal 2023–2025 PSU Awards

    | Executive Compensation | 53 |

  96. Fiscal 2022-2024 PSU Awards: Performance and Payout

    Fiscal 2022-2024 PSU Awards: Performance and Payout The PSUs granted in fiscal 2022 reflected the following design:

  97. Fiscal 2022-2024 PSU Awards: Performance and Payout

    | ● | Financial Performance Metrics (50% Weighting) |

  98. Fiscal 2022-2024 PSU Awards: Performance and Payout

    | ● | The fiscal 2022–2024 PSUs included three-year performance periods for the financial metrics (revenue and non-GAAP EPS) that were subject to a pre-established, objective adjustment at the end of the performance period in a relative proportion (up or down) by which the total market for our products (measured by revenue) during the period exceeded or fell short of the total market forecast approved by the committee at the time the goals were established, as reported by industry analysts. We refer to the relative market performance adjustment in this Proxy Statement as “relative MPA.” The relative MPA modifier helped ensure that we pay for performance relative to the market demand and opportunity available to us. | | ● | The actual market for our products was lower than forecast when the fiscal 2022–2024 PSU goals were established, and thus applying the relative MPA modifier resulted in a reduction in both revenue and non-GAAP EPS targets. |

  99. Fiscal 2022-2024 PSU Awards: Performance and Payout

    | ● | Relative TSR Metric (50% Weighting) |

  100. Fiscal 2022-2024 PSU Awards: Performance and Payout

    | ● | The fiscal 2022-2024 PSUs included a three-year TSR metric that measured our stock performance relative to a TSR peer group consisting of the constituents of the S&P 500 Index as of the beginning of the performance period. |

  101. FISCAL 2022-2024 PERFORMANCE PERIOD ACHIEVEMENT

    | ● | Three-Year Relative TSR Metric |

  102. FISCAL 2022-2024 PERFORMANCE PERIOD ACHIEVEMENT

    | Relative TSR (50% Weighting) | S&P 500 Constituents Relative TSR | Relative TSR Units Payout % | WDC Three-Year Relative TSR | WDC Percentile Relative to S&P 500 Peer Group | Payout % | | 75th percentile | 40.79% | 200% | | | | | 50th percentile | 10.34% | 100% | 4.06% | 43rd percentile | 80% | | 25th percentile | (13.62)% | 25% | | | |

  103. FISCAL 2022-2024 PSUs PAYOUTS

    FISCAL 2022-2024 PSUs PAYOUTS

  104. FISCAL 2022-2024 PSUs PAYOUTS

    | Fiscal 2022–2024 PSUs | Three-Year Financial Metrics | Three-Year Relative TSR | Aggregate Award Payout | | Weighting | 50% | 50% | 100% | | Payout % | 158% | 80% | 119% |

  105. NAMED EXECUTIVE OFFICER PAYOUTS FOR FISCAL 2022-2024 PSUs

    NAMED EXECUTIVE OFFICER PAYOUTS FOR FISCAL 2022-2024 PSUs

  106. NAMED EXECUTIVE OFFICER PAYOUTS FOR FISCAL 2022-2024 PSUs

    | Named Executive Officer(1) | Target Payout (100%) (# of Shares) | Actual Payout (# of Shares) | | David V. Goeckeler | 142,314 | 169,353 | | Robert W. Soderbery | 28,066 | 33,398 |

  107. NAMED EXECUTIVE OFFICER PAYOUTS FOR FISCAL 2022-2024 PSUs

    | (1) Mr. Jabre joined our company in fiscal 2022 after the grant of our fiscal 2022-2024 PSUs to our other named executive officers and thus did not receive a fiscal 2022-2024 PSU. Mr. Ray and Dr. Sivaram satisfied the requirements for a “qualified retiree” under our 2022-2024 PSU awards; thus, a pro rata portion of their fiscal 2022-2024 PSUs remained outstanding and were earned at 17,411 and 25,715 shares, respectively. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” below for a summary of their retirement benefits. |

  108. Fiscal 2025 LTI Awards

    Fiscal 2025 LTI Awards The Compensation and Talent Committee granted the following LTI awards to our named executive officers in fiscal 2025, as part of our annual LTI program:

  109. Fiscal 2025 LTI Awards

    | Named Executive Officer | Total LTI Target Grant Value ($) | LTI Vehicle Mix | | | | | PSUs | RSUs | | David V. Goeckeler | 16,250,000 | 60% | 40% | | Wissam G. Jabre | 4,350,000 | 50% | 50% | | Robert W. Soderbery | 4,500,000 | 50% | 50% |

  110. Fiscal 2025 LTI Awards

    | Executive Compensation | 55 |

  111. Other Program Features and Policies

    | Perquisites | We provide our executive officers with limited perquisites and other personal benefits, consisting principally of a $5,000 annual allowance for financial planning services (net of taxes) and, in very limited circumstances, tax gross-ups for certain payments. Any tax gross-ups paid to our named executive officers are disclosed in our “Fiscal 2022-2024 Summary Compensation Table.” Company policy permits Mr. Goeckeler (in his capacity as our CEO) to use private aircraft, in which we have a fractional ownership interest, for personal travel to maximize his business availability and productivity. Mr. Goeckeler is required to reimburse our company for the aggregate incremental cost incurred by our company in connection with any such personal use in excess of $250,000 per fiscal year. He is fully responsible for all personal income taxes associated with such personal usage. | | 401(k) Plan Benefits | We provide retirement benefits to our executive officers and other eligible employees under the terms of our 401(k) Plan. Eligible employees may contribute up to 85% of their annual cash compensation up to a maximum amount allowed by the Internal Revenue Code, and are also eligible for any matching contributions, which were suspended in February 2023 in the context of a challenging market environment and resumed in January 2024. Our executive officers participate in our 401(k) Plan on substantially the same terms as our other participating employees. We do not maintain any defined benefit supplemental retirement plans for our executive officers. | | Deferred Compensation Opportunities | Our executive officers and certain other key employees who are subject to U.S. federal income taxes are eligible to participate in our Deferred Compensation Plan. Participants can elect to defer certain compensation without regard to the tax code limitations applicable to tax-qualified plans. We did not make any company matching or discretionary contributions to our Deferred Compensation Plan on behalf of participants in fiscal 2024. | | Severance Protections | Outside a change in control context, we view severance protections as only appropriate in the event the employment of an executive officer is involuntarily terminated without “cause.” These severance payments and benefits are appropriate considering severance protections available to executive officers in the companies in our proxy peer group and are an important component of each executive officer’s overall compensation. | | Change in Control Protections | A transaction involving a change in control of our company creates uncertainty regarding the continued employment of our executive officers. To encourage our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executive officers with additional severance protections under our Change in Control Severance Plan. We also provide these severance protections to help ensure that our executive officers can objectively evaluate change in control transactions that may be in the best interests of our stockholders despite the potential negative consequences such transactions may have on them personally. Benefits under our Change in Control Severance Plan require a “double-trigger” (qualifying termination in connection with a change in control) for payment and the plan does not provide any tax gross-up payments for participants. Please see the section entitled “Executive Compensation Tables and Narratives—Potential Payments upon Termination or Change in Control” for a description and quantification of the potential payments that may be made to our named executive officers in connection with their termination of employment or a change in control of our company. |

  112. Other Program Features and Policies

    | Employment Agreements | None of our executive officers is currently party to an employment agreement with us. | | | Compensation Recovery (Clawback) Policy | Our Board of Directors has adopted a compensation recovery (clawback) policy consistent with the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq listing standards, a copy of which is publicly filed with our 2024 Annual Report on Form 10-K. | | | Misconduct Policies | We maintain several policies relating to employee misconduct. In the event an executive officer’s employment is terminated for cause due to their misconduct or violation of company policy, among other reasons, they will forfeit all outstanding incentives, including unearned or unvested LTI and STI awards. In addition, the executive officer would not be eligible for severance payments or benefits. | | | Policies Prohibiting Hedging, Pledging and Short Sale or Derivative Transaction | Our insider trading policy prohibits our executive officers (as well as our other employees and members of our Board of Directors) from engaging in hedging transactions or speculative transactions involving our company’s securities and from pledging company securities. Prohibited transactions include hedging or monetization transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds that are designed to hedge or offset any decrease in the market value of our company’s securities, shorts sales, transactions in derivative securities, such as publicly traded options, related to our company’s securities and margining our company’s securities in a margin account or otherwise pledging company securities as collateral for a loan. | | | Executive Stock Ownership Guidelines | We maintain executive stock ownership guidelines covering our executive officers, including our named executive officers, to help link the interests of our stockholders with those of our executive officers. The guidelines provide that each executive officer must achieve ownership of a number of “qualifying shares” with a market value equal to the specified multiple of the officer’s base salary in effect upon the date he or she first becomes subject to the guidelines shown below. | | | | Position | Multiple | | | CEO | 6 x Salary | | | CFO | 3 x Salary | | | Executive Vice Presidents | 2 x Salary | | | Senior Vice Presidents | 1 x Salary | | | Each executive officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, RSUs, PSUs, deferred stock units and common stock beneficially owned by the executive officer all count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. All of our current executive officers who are subject to these guidelines have achieved their required ownership level as of the date of this Proxy Statement. | |

  113. Fiscal 2022-2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | David V. Goeckeler Chief Executive Officer | 2024 | 1,245,192 | — | 12,033,939 | 4,326,875 | 84,766 | 17,690,772 | | | 2023 | 1,144,231 | — | 9,881,692 | — | 5,769 | 11,031,692 | | | 2022 | 1,250,000 | — | 28,860,629 | 2,017,559 | 9,150 | 32,137,338 | | Wissam G. Jabre Executive Vice President and Chief Financial Officer | 2024 | 622,596 | — | 3,254,203 | 1,552,391 | 10,154 | 5,439,344 | | | 2023 | 572,115 | 250,000(5) | 3,207,172 | — | 194,835 | 4,224,122 | | | 2022 | 262,019 | 250,000(5) | 8,499,981 | 279,994 | 20,295 | 9,312,289 | | Robert W. Soderbery Executive Vice President and General Manager, Flash Business | 2024 | 707,269 | — | 2,965,053 | 1,665,954 | 10,350 | 5,348,626 | | | 2023 | 649,923 | — | 2,530,139 | — | 3,277 | 3,183,339 | | | 2022 | 710,000 | — | 4,750,802 | 705,456 | 9,150 | 6,175,408 | | Michael C. Ray Former Executive Vice President, Chief Legal Officer and Secretary | 2024 | 346,154 | — | 2,087,989 | — | 1,082 | 2,435,225 | | | 2023 | 572,115 | 500,000(6) | 1,781,758 | — | 6,347 | 2,860,220 | | | 2022 | 625,000 | 500,000(6) | 5,311,230 | 615,156 | 23,612 | 7,074,998 | | Srinivasan Sivaram Former President, Technology and Strategy | 2024 | 150,000 | — | 610,710 | — | — | 760,710 | | | 2023 | 686,538 | — | 2,672,630 | — | 24,245 | 3,383,413 | | | 2022 | 750,000 | — | 7,962,155 | 857,700 | 28,391 | 9,598,246 |

  114. Fiscal 2024 Grants of Plan-Based Awards Table

    Fiscal 2024 Grants of Plan-Based Awards Table The following table presents information regarding all grants of plan-based awards made to our named executive officers during fiscal 2024.

  115. Fiscal 2024 Grants of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David V. Goeckeler | STI | | 54,688 | 2,187,500 | 5,468,750 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/22/23 | — | — | — | 31,466 | 62,932 | 188,796 | — | 2,931,373 | | | 2024-2026 PSUs(3) | 8/25/23 | — | — | — | 37,985 | 75,969 | 167,132 | — | 3,102,574 | | | RSUs(4) | 8/25/23 | — | — | — | — | — | — | 151,937 | 5,999,992 | | Wissam G. Jabre | STI | | 18,750 | 750,000 | 1,875,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/22/23 | — | — | — | 7,867 | 15,733 | 47,199 | — | 732,843 | | | 2024-2026 PSUs(3) | 8/25/23 | — | — | — | 7,914 | 15,827 | 34,819 | — | 646,375 | | | RSUs(4) | 8/25/23 | — | — | — | — | — | — | 47,480 | 1,874,985 | | Robert W. Soderbery | STI | | 21,300 | 852,000 | 2,130,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/22/23 | — | — | — | 6,206 | 12,412 | 37,236 | — | 578,151 | | | 2024-2026 PSUs(3) | 8/25/23 | — | — | — | 7,492 | 14,983 | 32,963 | — | 611,906 | | | RSUs(4) | 8/25/23 | — | — | — | — | — | — | 44,948 | 1,774,997 | | Michael C. Ray(5) | STI | | 15,625 | 625,000 | 1,562,500 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/22/23 | — | — | — | 4,370 | 8,740 | 26,220 | — | 407,109 | | | 2024-2026 PSUs(3) | 8/25/23 | — | — | — | 5,276 | 10,551 | 23,212 | — | 430,903 | | | RSUs(4) | 8/25/23 | — | — | — | — | — | — | 31,653 | 1,249,977 | | Srinivasan Sivaram(6) | STI | | 22,500 | 900,000 | 2,250,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/22/23 | — | — | — | 6,556 | 13,111 | 39,333 | — | 610,710 |

  116. Fiscal 2024 Grants of Plan-Based Awards Table

    | (1) The amounts shown reflect the grant date fair value of the award computed in accordance with ASC 718. These amounts were calculated based on the assumptions described in Note 12 in the Notes to Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K. The grant date fair value for the PSU awards, at the probable outcome, is based on the value of our common stock on (i) August 22, 2023 for the 2024 performance period under the 2023-2025 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $46.58 per share, and (ii) August 25, 2023 for the 2024 performance period under the 2024-2026 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $40.84 per share based on certain assumptions. | | (2) Represents the 2024 annual performance period portion of the PSU award granted to the named executive officer for the three-year performance period covering fiscal 2023 through 2025, subject to cliff vesting on August 20, 2025, based on our achievement of specified revenue and non-GAAP EPS performance goals and absolute stock price CAGR that correspond to specific payout percentages ranging between 0% and 300% of the target number of stock units subject to the award. Under financial accounting rules, an award is not deemed granted and the grant date fair value for a PSU award is not determined until the fiscal year in which |

  117. Fiscal 2024 Grants of Plan-Based Awards Table

    | 60 | Western Digital 2024 Proxy Statement |

  118. Fiscal 2024 Grants of Plan-Based Awards Table

    | the performance metrics are established. The performance metrics are annually determined by the Compensation and Talent Committee for each of fiscal years 2023, 2024 and 2025. Accordingly, the grant date fair value for the portion attributable to fiscal 2024 annual targets of such award is reflected. | | (3) Represents the 2024 annual performance period portion of the LTI PSU award granted to the named executive officer for the three-year performance period covering fiscal 2024 through 2026, subject to cliff vesting on August 25, 2026, based on our achievement of specified revenue and non-GAAP EPS performance goals and relative TSR modifier that correspond to specific payout percentages ranging between 0% and 220% of the target number of stock units subject to the award. Under financial accounting rules, an award is not deemed granted and the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established. The performance metrics are annually determined by the Compensation and Talent Committee for each of fiscal years 2024, 2025 and 2026. Accordingly, only the grant date fair value for the portion attributable to fiscal 2024 annual targets is reflected. | | (4) Represents an annual LTI RSU award granted to the named executive officer, which is scheduled to vest with respect to 25% on the first anniversary of the grant date and 6.25% quarterly thereafter for three years. | | (5) Mr. Ray voluntarily terminated employment with our company in January 2024 and satisfied the requirements for a “qualified retiree”, which provided him retirement benefits with respect to certain equity awards. The full amount of equity awards granted to him during fiscal 2024 prior to his termination are reflected above. However, only a portion of such awards remain outstanding pursuant to such retirement benefits, and he forfeited the remaining portion upon his termination. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” for a summary of the retirement benefits received by Mr. Ray. | | (6) Dr. Sivaram voluntarily terminated employment with our company in September 2023 and satisfied the requirements for a “qualified retiree”, which provided him retirement benefits with respect to certain equity awards. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” for a summary of the retirement benefits received by Dr. Sivaram. He did not receive the 2024-2026 PSUs or any RSUs in fiscal 2024 prior to his termination date, but a portion of his 2023-2025 PSUs remain outstanding pursuant to such retirement benefits. |

  119. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    Outstanding Equity Awards at Fiscal 2024 Year-End Table The following table presents information regarding the current holdings of stock options and stock awards (and corresponding dividend equivalents) held by each of our named executive officers as of June 28, 2024. The amount shown for the market value of the stock awards is based on the closing price of our common stock on June 28, 2024 ($75.77).

  120. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David V. Goeckeler | 9/3/2020 | — | — | — | — | 31,821(1) | 2,411,077 | — | — | | | 8/27/2021 | — | — | — | — | 29,646(2) | 2,246,277 | — | — | | | | | | | | 169,353(3) | 12,831,877 | — | — | | | 8/25/2022 | — | — | — | — | 70,797(2) | 5,364,289 | 188,797(4) | 14,305,149 | | | 8/25/2023 | — | — | — | — | 151,937(2) | 11,512,266 | 501,389(5) | 37,990,245 | | Wissam G. Jabre | 2/20/2022 | — | — | — | — | 27,012(6) | 2,046,699 | — | — | | | 8/20/2022 | — | — | — | — | 26,549(2) | 2,011,618 | 47,199(4) | 3,576,268 | | | 8/25/2023 | — | — | — | — | 47,480(2) | 3,597,560 | 104,455(5) | 7,914,555 | | Robert W. Soderbery | 9/21/2020 | — | — | — | — | 12,295(1) | 931,592 | — | — | | | 8/27/2021 | — | — | — | — | 8,770(2) | 664,503 | — | — | | | | | | | | 33,398(3) | 2,530,566 | — | — | | | 8/20/2022 | — | — | — | — | 20,943(2) | 1,586,851 | 37,235(4) | 2,821,296 | | | 8/25/2023 | — | — | — | — | 44,948(2) | 3,405,710 | 98,884(5) | 7,492,441 | | Michael C. Ray(7) | 8/20/2022 | — | — | — | — | — | — | 13,446(4) | 1,018,803 | | | 8/25/2023 | — | — | — | — | — | — | 12,418(5) | 940,912 | | Srinivasan Sivaram(8) | 8/20/2022 | — | — | — | — | — | — | 15,559(4) | 1,178,905 |

  121. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (1) These RSU awards are scheduled to vest in substantially equal annual installments over four years. | | (2) This RSU award is scheduled to vest as to 25% of the underlying shares on the first anniversary of the grant date, and as to an additional 6.25% of the underlying shares at the end of each three-month period thereafter until the award is fully vested on the fourth anniversary of the grant date. | | (3) Reflects the portion of a PSU award that has been credited based on achievement of the performance goals but remained subject to a service requirement through August 27, 2024. |

  122. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | 62 | Western Digital 2024 Proxy Statement |

  123. Outstanding Equity Awards at Fiscal 2024 Year-End Table

    | (4) This PSU award is scheduled to vest on August 20, 2025 based on achievement of revenue and non-GAAP EPS annual targets set for the three-year performance period covering fiscal 2023 through 2025. The awards will be payable in shares of our common stock on the vesting date based on our achievement of the specified goals that correspond to specific payment percentages ranging between 0% and 300% of the target number of stock units subject to the awards. Although the fiscal 2025 performance targets were not set during or prior to fiscal 2024 (and thus such portion was not deemed granted yet as of the end of fiscal 2024), the stock units relating to such portions have been included above. The numbers above reflect payment at target level, which is 100% of the target number of stock units of the full award, based on the trending performance as of the end of fiscal 2024. Because the performance metrics for fiscal 2025 was not set as of the end of fiscal 2024, the numbers above reflect the trending performance based solely on achievement of the fiscal 2023 and 2024 targets. | | (5) This PSU award is scheduled to vest on August 25, 2026 based on achievement of revenue and non-GAAP EPS annual targets set for the three-year performance period covering fiscal 2024 through 2026. The awards will be payable in shares of our common stock on the vesting date based on our achievement of the specified goals that correspond to specific payment percentages ranging between 0% and 220% of the target number of stock units subject to the awards. Although the fiscal 2025 and 2026 performance targets were not set during fiscal 2024 (and thus such portions were not deemed granted during fiscal 2024), the stock units relating to such portions have been included above. The numbers above reflect payment at maximum performance, which is 220% of the target number of stock units of the full award, based on the trending performance as of the end of fiscal 2024. Because the performance metrics for fiscal 2025 and 2026 were not set during fiscal 2024, the numbers above reflect the trending performance based solely on achievement of the fiscal 2024 targets. | | (6) This RSU award is scheduled to vest in substantially equal annual installments over three years. | | (7) Mr. Ray voluntarily terminated employment with our company in January 2024 and satisfied the requirements for a “qualified retiree”, which provided him retirement benefits with respect to certain equity awards. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” for a summary of the retirement benefits received by Mr. Ray. The awards included above reflect PSU awards which remain outstanding pursuant to such retirement benefits; he otherwise forfeited all other unvested awards upon termination. | | (8) Dr. Sivaram voluntarily terminated employment with our company in September 2023 and satisfied the requirements for a “qualified retiree”, which provided him retirement benefits with respect to certain equity awards. Please see the section entitled “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” for a summary of the retirement benefits received by Dr. Sivaram. The awards included above reflect PSU awards which remain outstanding pursuant to such retirement benefits; he otherwise forfeited all other unvested awards upon termination. |

  124. Fiscal 2024 Option Exercises and Stock Vested Table

    Fiscal 2024 Option Exercises and Stock Vested Table The following table presents information regarding the amount realized upon the exercise of stock options and the vesting of stock unit awards for our named executive officers during fiscal 2024. There were no stock option award exercises in fiscal 2024.

  125. Fiscal 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David V. Goeckeler | 272,326 | 15,062,728 | | Wissam G. Jabre | 87,702 | 5,573,880 | | Robert W. Soderbery | 69,220 | 3,573,630 | | Michael C. Ray | 58,294(2) | 3,164,548 | | Srinivasan Sivaram | 82,443(2) | 4,482,421 |

  126. Fiscal 2024 Option Exercises and Stock Vested Table

    | (1) The value realized on the vesting of stock awards (and corresponding dividend equivalents) is based on the closing price of our common stock on the applicable vesting date (or, for PSUs, the applicable payment date) of the awards. | | (2) Includes RSUs that vested and PSU awards that were earned, as applicable, in fiscal 2024, but as to which settlement was made after the end of fiscal 2024. The value realized for these awards is based on the closing price of our common stock on the applicable named executive officer’s termination date for RSUs and fiscal year end for PSUs. |

  127. Fiscal 2024 Option Exercises and Stock Vested Table

    | Executive Compensation | 63 |

  128. Fiscal 2024 Non-Qualified Deferred Compensation Table

    Fiscal 2024 Non-Qualified Deferred Compensation Table We permit our named executive officers and other key employees to elect to receive a portion of their compensation reported in the “Fiscal 2022–2024 Summary Compensation Table” on a deferred basis under our Deferred Compensation Plan. Under the plan, each participant may elect to defer up to 80% of his or her eligible compensation that may be earned during the following year. Amounts may be deferred until a specified date, retirement, disability or death. Emergency hardship withdrawals are also permitted under the plan. The following table presents information regarding the contributions to, investment earnings, distributions and total value of our named executive officers’ balances under our Deferred Compensation Plan during fiscal 2024, including as to RSUs and PSUs that vested but as to which payment was deferred until after fiscal 2024.

  129. Fiscal 2024 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 28, 2024 ($)(2) | | David V. Goeckeler | — | — | — | — | — | | Wissam G. Jabre | — | — | — | — | — | | Robert W. Soderbery | — | — | — | — | — | | Michael C. Ray | 1,448,644(3) | — | 66,680(4) | — | 1,515,324 | | Srinivasan Sivaram | 1,948,426(5) | — | 175,330(4) | 284,611 | 3,387,198 |

  130. Fiscal 2024 Non-Qualified Deferred Compensation Table

    | (1) The amounts reported are not considered to be at above-market rates under applicable SEC rules and were therefore not included in the “Fiscal 2022-2024 Summary Compensation Table” above. | | (2) The balances reported represent compensation already reported in the “Fiscal 2022-2024 Summary Compensation Table” above and its equivalent table in prior years’ proxy statements, except for the earnings on contributions that are not considered to be at above-market rates and for amounts earned while the individual was not a named executive officer. | | (3) The amount shown reflects the value, based on the closing price of our common stock on the applicable vesting date, of Mr. Ray’s PSUs earned in fiscal 2024, but as to which settlement was made after the end of fiscal 2024 in accordance with the terms of the award and Mr. Ray’s RSUs that vested during fiscal 2024, but as to which settlement was made after the end of fiscal 2024, in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) requirements. | | (4) Reflects the change in value between the vesting date and the last day of fiscal 2024, based on the closing prices of our common stock on those dates, of Mr. Ray’s and Dr. Sivaram’s PSUs earned, and Mr. Ray’s RSUs that vested during fiscal 2024, but as to which settlement was made after the end of fiscal 2024, in accordance with the terms of the awards and Code Section 409A requirements. For Dr. Sivaram, this also reflects the aggregate earnings due to market fluctuations in his Deferred Compensation Plan account. | | (5) The amount shown reflects the value, based on the closing price of our common stock on the applicable vesting date, of Dr. Sivaram’s PSUs earned in fiscal 2024, but as to which settlement was made after the end of fiscal 2024 in accordance with the terms of the award. |

  131. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  132. Calculation of Potential Payments upon Termination or Change in Control

    Calculation of Potential Payments upon Termination or Change in Control The table below presents our estimate of the benefits payable to Messrs. Goeckeler, Jabre, and Soderbery (see “Michael C. Ray and Srinivasan Sivaram Voluntary Terminations” below for a summary of their actual termination benefits), under the arrangements described above based on the following assumptions:

  133. Calculation of Potential Payments upon Termination or Change in Control

    | ● | Qualifying termination of employment and/or change in control occurred on June 28, 2024 | | ● | The price per share of our common stock is equal to the closing price of our common stock on June 28, 2024 ($75.77), the last trading day in fiscal 2024 | | ● | In the case of a change in control, our company does not survive the change in control, and all outstanding incentive awards are cashed out and terminated in the transaction | | ● | Not included in the table below are payments each named executive officer earned or accrued prior to termination, such as the balances under our Deferred Compensation Plan and previously vested equity and non-equity incentive awards, which are more fully described and quantified in the tables and narratives above |

  134. Calculation of Potential Payments upon Termination or Change in Control

    | Name | Compensation Element | Change in Control-No Termination (Awards Not Assumed) ($)(1) | Change in Control-With Termination Without Cause or For Good Reason ($) | Involuntary Termination Without Cause-No Change in Control ($)(2) | Qualified Retirement ($)(3) | Death ($)(2) | | David V. Goeckeler | Cash Severance | — | 6,875,000 | 4,687,500 | — | — | | | RSU Acceleration(4) | 21,533,910 | 21,533,910 | 4,797,945 | — | 4,797,945 | | | PSU Acceleration(5) | 42,356,642 | 42,356,642 | 26,039,355 | — | 26,039,355 | | | Continuation of Benefits(6) | — | 50,499 | 33,887 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 63,890,552 | 70,816,051 | 35,561,887 | — | 30,837,300 | | Wissam G. Jabre | Cash Severance | — | 2,750,000 | 2,000,000 | — | — | | | RSU Acceleration(4) | 7,655,877 | 7,655,877 | 1,576,797 | — | 1,576,797 | | | PSU Acceleration(5) | 7,173,828 | 7,173,828 | 3,575,727 | — | 3,575,727 | | | Continuation of Benefits(6) | — | 40 | 27 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 14,829,704 | 17,579,745 | 7,155,751 | — | 5,152,424 | | Robert W. Soderbery | Cash Severance | — | 3,124,000 | 2,272,000 | — | — | | | RSU Acceleration(4) | 6,588,656 | 6,588,656 | 1,556,896 | — | 1,556,896 | | | PSU Acceleration(5) | 8,353,567 | 8,353,567 | 5,135,431 | — | 5,135,431 | | | Continuation of Benefits(6) | — | 73,253 | 49,157 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 14,942,223 | 18,139,476 | 9,016,684 | — | 6,692,327 |

  135. Calculation of Potential Payments upon Termination or Change in Control

    | 66 | Western Digital 2024 Proxy Statement |

  136. Calculation of Potential Payments upon Termination or Change in Control

    | (1) None of our named executive officers’ equity awards will automatically vest because a change in control event occurs. The amounts shown represent the estimated value of the acceleration of outstanding equity incentive compensation under our incentive compensation plans in connection with a change in control (regardless of whether a termination of employment also occurs) assuming that the awards were to be terminated in connection with the change in control and the Compensation and Talent Committee had not provided for the assumption, substitution or other continuation of the awards. | | (2) For the PSU awards, where applicable, the amounts are prorated and assume achievement at 100% of the target level of performance for the performance period or, if applicable, the credited amount. | | (3) As of June 28, 2024, none of our current named executive officers met the requirements for a “qualified retiree” with respect to RSUs or PSUs. | | (4) The amounts shown are based on the intrinsic value of the portion of the RSU award that would have accelerated as of June 28, 2024. These intrinsic values were based on the closing price of our common stock on June 28, 2024 ($75.77). | | (5) The amounts shown represent the target number of PSUs subject to the award that would have remained outstanding and eligible to vest in connection with the termination event and are based on the intrinsic value of those stock units as of June 28, 2024. These intrinsic values were calculated by multiplying (i) the closing price of our common stock on June 28, 2024 ($75.77), by (ii) the target number of PSUs or, if applicable, the credited amount, that would have remained outstanding and eligible to vest as of June 28, 2024. | | (6) For purposes of the calculation for these amounts, expected costs have not been adjusted for any actuarial assumptions related to mortality, likelihood that the named executive officer will find other employment or discount rates for determining present value. |

  137. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of the “median compensated” employee of all our employees (the “Median Compensated Employee”), other than our CEO. This pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. Because SEC rules for identifying the Median Compensated Employee and calculating the CEO pay ratio based on the Median Compensated Employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions, the CEO pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have very different global workforce strategies, employment and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating and reporting their CEO pay ratio. As permitted under SEC rules, we are using an employee whose compensation is substantially similar to our fiscal 2023 Median Compensated Employee for purposes of our fiscal 2024 CEO pay ratio, as the original identified median employee is no longer employed by us and there were no changes to our employee population and compensation that would have materially impacted our pay ratio disclosure. In identifying our Median Compensated Employee for our fiscal 2024 CEO pay ratio, we selected a group of approximately 20 employees who are similarly situated to the fiscal 2023 Median Compensated Employee based on “Target Total Cash,” which includes base salary or base wages and target cash incentives. In determining the Median Compensated Employee for fiscal 2023, for hourly employees, we calculated base wages based on a reasonable estimate of hours worked during fiscal 2023 and the relevant employee’s hourly wage rate as in effect on April 1, 2023. For salaried employees, we calculated base salary using the relevant employee’s annual salary level as in effect on April 1, 2023. We annualized Target Total Cash for all permanent employees who did not work the full fiscal 2023. To identify our Median Compensated Employee for fiscal 2024, we reviewed fiscal 2024 compensation for the group of approximately 20 employees with Target Total Cash most similarly situated to our fiscal 2023 Median Compensated Employee and chose the median employee from that subset based on fiscal 2024 compensation. As of this date, 100% of this employee subset is based in Asia and most of our employees in Asia are employed in our factories. The Median Compensated Employee for fiscal 2024 was a Technician 2, Engineering, in Thailand. We calculated the Median Compensated Employee’s annual total compensation in the same manner as our CEO’s total compensation is calculated and reported above in the “Fiscal 2022-2024 Summary Compensation Table.” The fiscal 2024 annual total compensation for the Median Compensated Employee was calculated at $10,726, and our CEO’s annual total compensation was $17,690,772. The resulting ratio of annual total compensation of our CEO to our Median Compensated Employee for fiscal 2024 was 1,649 to 1.

  138. CEO Pay Ratio

    | 68 | Western Digital 2024 Proxy Statement |

  139. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” (as computed in accordance with SEC rules) and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, please see the section entitled “Compensation Discussion and Analysis” beginning on page 39. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the “Fiscal 2022-2024 Summary Compensation Table” above and its equivalent table in prior years’ proxy statements; (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K under the Exchange Act; (iii) certain financial performance measures; and (iv) the relationship between the “compensation actually paid” to those financial performance measures.

  140. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Western Digital TSR(3) | DJ US Technology, Hardware & Equipment Index TSR(4) | Net Income (in millions)(5) | Revenue (in millions)(6) | | 2024 | $17,690,772 | $55,036,294 | $3,495,976 | $6,888,700 | $179 | $316 | ($798) | $13,003 | | 2023 | $11,031,692 | ($3,260,510) | $3,412,774 | $623,444 | $89 | $208 | ($1,684) | $12,318 | | 2022 | $32,137,338 | ($9,097,124) | $8,508,836 | ($79,686) | $102 | $138 | $1,546 | $18,793 | | 2021 | $17,093,364 | $54,954,119 | $8,238,315 | $15,461,336 | $165 | $157 | $821 | $16,922 |

  141. Pay Versus Performance

    | (1) The PEO was Mr. Goeckeler for all fiscal years in the table. The Other NEOs were: (i) for fiscal 2024 and fiscal 2023, Messrs. Jabre, Soderbery, Ray and Sivaram; (ii) for fiscal 2022, Messrs. Jabre, Sivaram, Soderbery and Ray and Robert Eulau (our former CFO); and (iii) for fiscal 2021, Messrs. Sivaram, Soderbery, Ray and Eulau. The dollar amounts reported are the amounts reported for the PEO, or the average of the amounts reported for the Other NEOs, for each of the corresponding fiscal years in the “Total” column in our applicable Summary Compensation Table. |

  142. Pay Versus Performance

    | (2) The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the “compensation actually paid” amounts from the Summary Compensation Table for each fiscal year. The Summary Compensation Table amounts and the “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable fiscal years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. As reflected in the table below, pursuant to the applicable rules, the amounts in the “Stock Awards” column in the applicable Summary Compensation Table are subtracted from the amounts in the “Total” column and the values reflected in the table below are added or subtracted, as applicable. |

  143. Pay Versus Performance

    | Executive Compensation | 69 |

  144. Pay Versus Performance

    | | Fiscal 2024 | | | | PEO | Other NEOs | | Adjustments to Summary Compensation Table Total ($)(a) | 17,690,772 | 3,495,976 | | Adjustments for stock awards and option awards: | | | | (Deduct): Stock awards and option awards totals as included in the Summary Compensation Table Total for the covered fiscal year | (12,033,939) | (2,229,489) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 24,056,798 | 3,327,951 | | Add/(Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 4,733,403 | 968,099 | | Add/(Deduct): Change as of the last day of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 20,589,260 | 2,863,445 | | (Deduct): For awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year, the fair values as of the last day of the prior fiscal year | — | (1,537,282) | | Add: Fair value as of the vesting date for awards granted and vested during the covered fiscal year | — | — | | “Compensation Actually Paid” Amounts (as calculated) | 55,036,294 | 6,888,700 |

  145. Pay Versus Performance

    | (a) Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. The amounts shown with respect to our Other NEOs are the average amounts for such Other NEOs, as a group. |

  146. Pay Versus Performance

    | (3) TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between our share price at the end of each fiscal year shown and the beginning of the measurement period by (b) our share price at the beginning of the measurement period. |

  147. Pay Versus Performance

    | (4) The peer group used for this purpose is the Dow Jones U.S. Technology Hardware & Equipment Index. |

  148. Pay Versus Performance

    | (5) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. The net income amounts for fiscal years 2022 and 2023 have been updated to reflect the revised amounts, as a result of the restatement of previously reported financial information to certain errors we identified during fiscal 2024 as described in the section entitled “Compensation Recovery Determination” above. |

  149. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year. |

  150. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in greater detail under “Compensation Discussion and Analysis,” our executive compensation programs reflect a pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with our performance, all those measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  151. COMPENSATION ACTUALLY PAID VS TSR

    COMPENSATION ACTUALLY PAID VS TSR

  152. COMPENSATION ACTUALLY PAID VS NET INCOME

    COMPENSATION ACTUALLY PAID VS NET INCOME

  153. COMPENSATION ACTUALLY PAID VS REVENUE

    COMPENSATION ACTUALLY PAID VS REVENUE

  154. Our Granting Practices Provide for Prudent Use of Equity

    | ● | Director Compensation Limit. The compensation paid to any one non-employee director in any one grant year (which consists of both cash and stock compensation, with stock compensation based on the fair market value of the shares on the grant date of the applicable award, using such valuation principles as determined by the plan administrator) may not exceed $900,000. This limit does not apply as to any compensation paid to an individual for services in a capacity other than as a non-employee director, even if such individual is, was or becomes a non-employee director. For these purposes, a “grant year” means the annual period commencing on the date of our annual meeting of stockholders and concluding on the day immediately preceding the next annual meeting of stockholders, or such other annual period as the administrator may determine in its discretion. | | ● | No Repricing of Stock Options or Stock Appreciation Rights. Without stockholder approval, we may not reprice an outstanding stock option or stock appreciation right, except for equitable adjustments for certain corporate transactions, as further described below. | | ● | Dividends and Dividend Equivalents Not Payable on Awards until Vesting. Dividends and dividend equivalents payable in connection with unvested restricted stock and restricted stock unit awards will only be paid out to the extent that the vesting requirements are satisfied and the shares underlying such awards vest. | | ● | No In-the-Money Stock Option or Stock Appreciation Right Grants. Stock options and stock appreciation rights may not be granted with an exercise or base price less than the fair market value, generally the closing price of our common stock on the Nasdaq Stock Market on the grant date. | | ● | Clawback Policy. Awards granted under the Plan are subject to our compensation recovery (clawback) policy. | | ● | Minimum Vesting Requirements. Except in connection with certain limited circumstances as described below, the Plan provides that each award granted under the Plan will be subject to a minimum vesting period of one year. Awards may, however, be granted under the Plan with minimum vesting requirements of less than one year, or no vesting requirements, provided that the total number of shares of our common stock subject to such awards will not exceed 5% of the aggregate share limit. | | ● | Share Recycling. Shares that are reacquired, withheld by us or otherwise not issued in connection with the exercise of stock options, the settlement of stock appreciation rights or the payment of required withholding taxes related to the exercise or settlement of stock options or stock appreciation rights will not be available again for new award grants under the Plan. However, shares that are reacquired or withheld by us as payment in connection with a full-value award (such as RSUs and PSUs) under the Plan, the 2017 Performance Incentive Plan or SanDisk Corporation 2013 Incentive Plan (the “SanDisk Plan”, and together with the 2017 Performance Incentive Plan, the “Prior Plans”), as well as shares reacquired or withheld by us to satisfy the tax withholding obligations related to a full-value award under the Plan or the Prior Plans will be available for new award grants under the Plan. |