DEF 14A of Western Digital Corp, Oct 6, 2025

DEF 14A of Western Digital Corp

Filed Oct 6, 2025 · FY20250001628280-25-044298

Open on EDGAR

  1. Website References

    | Description of Compensation Arrangements for Named Executive Officers | | 62 | | Outstanding Equity Awards at Fiscal 2025 Year-End Table | | 62 | | Fiscal 2025 Option Exercises and Stock Vested Table | | 65 | | Fiscal 2025 Non-Qualified Deferred Compensation Table | | 66 | | Potential Payments upon Termination or Change in Control | | 66 | | CEO Pay Ratio | | 70 | | Pay Versus Performance | | 71 | | ESPP Proposal | | 75 | | PROPOSAL 3: | Approval of the Amendment and Restatement of Our 2005 Employee Stock Purchase Plan to Increase by 8 Million the Number of Shares of Our Common Stock Available for Issuance Under That Plan | 75 | | 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 2005 Employee Stock Purchase Plan | | B-1 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

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

  4. Our Director Nominees

    | 6 | Western Digital 2025 Proxy Statement |

  5. Board Nominee Highlights

    Board Nominee Highlights

  6. Board Nominee Highlights

    | INDEPENDENCE | TENURE | GENDER | AGE | | 88% Independent | 7 Years Median | 38% Women | 62 Years Average | | 7 Independent 1 Non-Independent | 3 <5 years 3 5-10 years 2 >10 years | 3 Women 5 Men | 3 <60 years 2 60-65 years 3 >65 years |

  7. Corporate Governance Highlights

    Corporate Governance Highlights Our Board of Directors is committed to maintaining the highest standards of corporate governance. Our strong corporate governance practices are intended to help promote the long-term interests of our stockholders.

  8. Corporate Governance Best Practices

    Corporate Governance Best Practices We regularly evaluate our corporate governance practices against prevailing best practices, as well as emerging and evolving topics identified through stockholder outreach, trends and developments in corporate governance.

  9. Corporate Governance Best Practices

    | | | | Robust year-round Board-led stockholder engagement program that informs Board decisions Independent Board leadership, with an independent Chair of the Board separate from our CEO Board refreshment in connection with the Separation led to a change in approximately 40% of our Board, including the addition of two new independent directors Comprehensive and well-executed succession planning for our CEO and other key officers through the Separation Annual Board and committee self-evaluations Annual individual assessments of directors All directors are elected annually by a simple majority of votes cast Seven of eight director nominees are independent Director retirement policy upon reaching age 75 Women serve in key Board leadership positions as Chairs of the Audit Committee and Governance Committee | Overboarding policy for additional public company directorships by directors, including a lower threshold for our CEO Active Board oversight of strategic planning and risk management Board committee oversight of corporate responsibility, sustainability and human capital management Annual sustainability reporting via standalone Sustainability Report aligned with leading frameworks and standards Board committee oversight of political and lobbying activities and expenditures Board oversight of emerging technologies, including AI Anti-hedging, anti-pledging and clawback policies Structured stock ownership guidelines for directors and executive officers with compliance by all individuals |

  10. Corporate Governance Best Practices

    | Proxy Summary | 7 |

  11. 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.

  12. Nominees for Election

    | KIMBERLY E. ALEXY, 55 INDEPENDENT Director Since: November 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lFrom 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. lMs. 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 (SEI) at Carnegie Mellon University, strengthening our Board’s risk oversight function. lAdditionally, 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 lFounder and principal (2005-present) Prudential Securities lSenior vice president and managing director (1998-2003) Lehman Brothers lVice president of equity research (1995-1998) | | | OTHER PUBLIC BOARDS | | | | | Current lSandisk Corporation lNetskope, Inc. | Past Five Years lFive9, Inc. lMandiant, Inc. lAlteryx, Inc. | |

  13. Nominees for Election

    | MARTIN I. COLE, 69 INDEPENDENT CHAIR OF THE BOARD Director Since: December 2014 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. Cole brings over 40 years of experience as a former executive, CEO and public company board member across a variety of business sectors and geographies, providing deep insights to our Board on long-term strategic planning, technology innovation and corporate governance. lIn February 2025, Mr. Cole was appointed as our Chair of the Board given his track record of oversight, critical decision-making and extensive stockholder engagement and responsiveness. lThrough his roles at Accenture plc and Cloudera, Mr. Cole has a demonstrated track record and understanding of how to build and lead successful global businesses through increasingly competitive technology environments. lMr. Cole also serves as the chairman, non-executive and non-independent director of the board of directors of Sagility India Limited, a U.S.-focused healthcare services provider driven with technology, bringing insights into the adoption of AI and data management across large-scale global operations. lMr. 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 lSenior adviser (2017-February 2025) Cloudera, Inc. lInterim CEO (2019-January 2020) Accenture plc lChief executive – technology (2012-2014) lChief executive – communications, media and technology group (2006-2012) lChief executive – government operating group (2004-2006) lManaging partner, outsourcing and infrastructure group (2002-2004) | | | OTHER PUBLIC BOARDS | | | | | Current lThe Western Union Company | Past Five Years lNone | |

  14. Nominees for Election

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

  15. Nominees for Election

    | 10 | Western Digital 2025 Proxy Statement |

  16. Nominees for Election

    | TUNÇ DOLUCA, 67 INDEPENDENT Director Since: August 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. 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. lAs 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. lMr. Doluca has a range of experience across compensation and human capital matters, and, as the Chair of the Compensation and Talent Committee, has helped guide the development of our compensation programs and people policies and programs, including those critical to successfully executing the Separation. | | CAREER HIGHLIGHTS Maxim Integrated Products, Inc. (acquired by Analog Devices, Inc. in August 2021), an integrated circuits manufacturing company lPresident and CEO (2007-August 2021) lGroup president (2005-2007) lSenior vice president (2004-2005) lVice president (1994-2004) | | | OTHER PUBLIC BOARDS | | | | | Current lNone | Past Five Years lAnalog Devices, Inc. lMaxim Integrated Products, Inc. | |

  17. Nominees for Election

    | BRUCE E. KIDDOO, 64 INDEPENDENT Director Since: February 2025 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. Kiddoo brings to our Board 35 years of financial and management experience in the semiconductor industry, which provides our Board with key insights directly related to our industry, technology innovation, capital planning and long-term strategy. lThrough his extensive work with public company boards as chief financial officer of Maxim Integrated Products and Broadcom, Mr. Kiddoo is skilled at driving transformational business changes and designing innovative capital structure programs. lMr. Kiddoo has a range of experience across audit and corporate governance matters, and, as a member of the Audit and Governance Committees, has played a key role in overseeing financial reporting processes and enhancing board governance practices since the Separation. lMr. Kiddoo also contributes his specialized knowledge of cybersecurity issues, which includes CERT Certification in Cybersecurity Oversight for corporate directors from Carnegie Mellon SEI. Additionally, Mr. Kiddoo’s financial skills and prior experience qualify him as an “audit committee financial expert” under SEC rules. | | CAREER HIGHLIGHTS Maxim Integrated Products, Inc. lChief financial officer (2007-2019) Broadcom Corporation lActing chief financial officer (2006-2007) lVarious positions, (1999-2006) | | | OTHER PUBLIC BOARDS | | | | | Current lON Semiconductor Corporation | Past Five Years lNone | |

  18. Nominees for Election

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

  19. Nominees for Election

    | Corporate Governance Matters | 11 |

  20. Nominees for Election

    | MATTHEW E. MASSENGILL, 64 INDEPENDENT Director Since: January 2000 Committees: None | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. Massengill brings over 30 years of executive management and leadership experience, including as Western Digital’s former CEO, President and COO and former Chair of the Board, which has been instrumental to our Board’s role in overseeing achievement of our strategic objectives and risk management. lIn 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. lHis prior service on other public company boards has enabled Mr. Massengill to contribute an informed perspective to our Board’s deliberations and its oversight of management. | | CAREER HIGHLIGHTS Western Digital Corporation lChair of the Board (2015-February 2025 and 2001-2007) lCEO (2000-2005) lPresident (2000-2002) lChief Operating Officer (1999-2000) | | | OTHER PUBLIC BOARDS | | | | | Current lSandisk Corporation | Past Five Years lNone | |

  21. Nominees for Election

    | ROXANNE OULMAN, 54 INDEPENDENT Director Since: February 2025 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMs. Oulman brings extensive executive leadership experience as a former chief financial officer and finance executive at several companies. lIn her roles at Medallia, CallidusCloud and Thoratec, Ms. Oulman led high-growth financial strategies that drove innovation and guided successful corporate transitions that directly relate to our current strategy. lAs a former audit committee chair and current audit committee member, Ms. Oulman brings valuable experience to our Board’s review of capital allocation discipline, cost structure and working capital. lMs. Oulman’s financial skills and prior experience qualify her as an “audit committee financial expert” under SEC rules. | | CAREER HIGHLIGHTS Medallia, Inc., a customer experience management company lChief financial officer (2018-June 2022) CallidusCloud lChief financial officer (2016-2018) Thoratec Corporation lInterim Chief financial officer (2011-2013) | | | OTHER PUBLIC BOARDS | | | | | Current lKlaviyo, Inc. | Past Five Years lCalAmp Corp. | |

  22. Nominees for Election

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

  23. Nominees for Election

    | 12 | Western Digital 2025 Proxy Statement |

  24. Nominees for Election

    | STEPHANIE A. STREETER, 68 INDEPENDENT Director Since: November 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lAs 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. lMs. 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. lAs 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. | | CAREER HIGHLIGHTS Libbey Inc. lCEO (2011-2016) U.S. Olympic Committee lActing CEO (2009-2010) lBoard member (2004-2009) Banta Corporation lPresident and CEO (2001-2007) | | | OTHER PUBLIC BOARDS | | | | | Current lNone | Past Five Years lKohl’s Corporation lGoodyear Tire & Rubber Company | |

  25. Nominees for Election

    | IRVING TAN, 55 CHIEF EXECUTIVE OFFICER Director Since: February 2025 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. Tan brings decades of experience in sales and global operations, market transitions, and customer and government dynamics. His strong track record leading high-performing teams makes him an invaluable leader for Western Digital’s next stage of growth. lMr. Tan’s extensive expertise in digitalization and innovation, and in developing and implementing a global operating strategy, is critical to our Board as it oversees our innovation efforts. lMr. Tan's engineering and MBA background, along with his experience advising governments and industry partners, brings a valuable global strategic perspective to complex business challenges. lThrough his current service as chairman of the board of directors of SATS Ltd. (Singapore Airport Terminal Services), and his prior board service at Stanley Black & Decker, Inc., Mr. Tan brings valuable insights into international business governance and diverse industry perspectives. lAdditionally, Mr. Tan’s deep knowledge of U.S. and Asian operations and markets is critical to capture significant growth opportunities. | | CAREER HIGHLIGHTS Western Digital Corporation lCEO (February 2025-Present) lExecutive Vice President, Global Operations (March 2022-February 2025) Cisco, a technology conglomerate lChair of Asia-Pacific Japan & China (January 2021-February 2022) lChief of operations (2019-January 2021) lVarious positions (2011-2019) | | | OTHER PUBLIC BOARDS | | | | | Current lNone | Past Five Years lStanley Black & Decker, Inc. | |

  26. Nominees for Election

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

  27. Nominees for Election

    | Corporate Governance Matters | 13 |

  28. Director Nominee Skills and Experience

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

  29. Director Nominee Skills and Experience

    | INDEPENDENCE | TENURE | GENDER | AGE | | 88% Independent | 7 Years Median | 38% Women | 62 Years Average | | 7 Independent 1 Non-Independent | 3 <5 years 3 5-10 years 2 >10 years | 3 Women 5 Men | 3 <60 years 2 60-65 years 3 >65 years |

  30. Director Nominee Skills and Experience

    | 14 | Western Digital 2025 Proxy Statement |

  31. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

  32. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

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

  33. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | l | Indicates expertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career | | l | 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 |

  34. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | | | IN CONNECTION WITH THE SEPARATION, OUR BOARD CONDUCTED A RIGOROUS DIRECTOR ASSESSMENT TO GUIDE ITS REFRESHMENT AND ALIGN BOARD SKILLS WITH OVERSIGHT OF OUR LONG-TERM, GO-FORWARD STRATEGY. |

  35. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | Corporate Governance Matters | 15 |

  36. Director Compensation

    Director Compensation

  37. Fiscal 2025 Director Compensation Program for Non-Employee Directors

    Fiscal 2025 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 2025 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 2025 for non-employee directors. We did not make any changes compared to the fiscal 2024 director compensation program and there are currently no planned changes to the non-employee director compensation program for fiscal 2026.

  38. Director Compensation Table for Fiscal 2025

    Director Compensation Table for Fiscal 2025 The table below summarizes the compensation for fiscal 2025 for each of our non-employee directors serving on our Board of Directors in fiscal 2025. Each of Messrs. Tan and Goeckeler was a named executive officer for fiscal 2025 and did not receive any additional compensation for his service as a director during fiscal 2025. Information regarding their compensation for fiscal 2025 is presented in the “Fiscal 2023-2025 Summary Compensation Table” and the related explanatory tables.

  39. Director Compensation Table for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kimberly E. Alexy | 125,000 | 239,975 | 364,975 | | Thomas Caulfield(2) | 95,000 | 239,975 | 334,975 | | Martin I. Cole(3) | 216,973 | 239,975 | 456,948 | | Tunç Doluca(4) | 114,267 | 239,975 | 354,242 | | Bruce E. Kiddoo(5) | 81,973 | 191,237 | 273,210 | | Matthew E. Massengill(6) | 185,000 | 289,961 | 474,961 | | Roxanne Oulman(7) | 83,836 | 191,237 | 275,073 | | Reed B. Rayman(8) | — | — | — | | Stephanie A. Streeter | 137,500 | 279,938 | 417,438 | | Miyuki Suzuki(2) | 95,000 | 239,975 | 334,975 |

  40. Director Compensation Table for Fiscal 2025

    (1)The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2025 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 Messrs. Kiddoo and Rayman and Ms. Oulman, who did not receive any equity grants on the date of our 2024 Annual Meeting (November 20, 2024), each non-employee director was automatically granted 3,759 RSUs (4,542 RSUs for our Chair of the Board and 4,385 RSUs for our Lead Independent Director). In addition, Mr. Kiddoo and Ms. Oulman were appointed to our Board at the time of the Separation, and upon such appointment, received prorated grants of 4,068 RSUs, with a grant date fair value of $191,237.

  41. Director Compensation Table for Fiscal 2025

    | 34 | Western Digital 2025 Proxy Statement |

  42. Director Compensation Table for Fiscal 2025

    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 27, 2025:

  43. Director Compensation Table for Fiscal 2025

    | Name | Aggregate Number of Unvested Restricted Stock Units | Aggregate Number of Deferred Stock Units | | Kimberly E. Alexy | 3,765 | — | | Thomas Caulfield | — | — | | Martin I. Cole | 5,469 | — | | Tunç Doluca | 5,469 | — | | Bruce E. Kiddoo | 4,075 | — | | Matthew E. Massengill | 6,608 | 20,750 | | Roxanne Oulman | 4,075 | — | | Reed B. Rayman | — | — | | Stephanie A. Streeter | 6,380 | — | | Miyuki Suzuki | — | — |

  44. Director Compensation Table for Fiscal 2025

    (2)Dr. Caulfield and Ms. Suzuki resigned as directors of our Board at the time of the Separation and joined the Sandisk board of directors. (3)The amount shown in the Fees Earned or Paid in Cash column includes a prorated annual Chair of the Board retainer in the amount of $74,521 and a prorated annual committee retainer in the amount of $7,452 paid to Mr. Cole in connection with his appointment as Chair of the Board and to the Governance Committee at the time of the Separation. (4)The amount shown in the Fees Earned or Paid in Cash column includes a prorated annual Compensation and Talent Committee Chair retainer in the amount of $16,767 paid to Mr. Doluca in connection with his appointment as Chair of the Compensation and Talent Committee at the time of the Separation. (5)The amount shown in the Fees Earned or Paid in Cash column includes a prorated annual retainer in the amount of $63,343 and prorated annual committee retainers in the amount of $18,630 paid to Mr. Kiddoo in connection with his appointment to our Board and the Audit and Governance Committees at the time of the Separation. (6)Mr. Massengill elected to defer 50% of his cash compensation earned in calendar year 2024 and 100% of his fiscal 2025 RSU award. (7)The amount shown in the Fees Earned or Paid in Cash column includes a prorated annual retainer in the amount of $63,343 and prorated annual committee retainers in the amount of $20,493 paid to Ms. Oulman in connection with her appointment to our Board and the Audit and Compensation and Talent Committees at the time of the Separation. (8)Mr. Rayman was not nominated for re-election at our 2024 Annual Meeting and his term of office ended November 20, 2024.

  45. Elements of Our Fiscal 2025 Executive Compensation Program

    Elements of Our Fiscal 2025 Executive Compensation Program We emphasize variable, at-risk compensation in alignment with our focus on operating excellence and our belief that executives’ compensation opportunities and outcomes should reflect our performance and support stockholder value creation. The key components of our executive compensation program are summarized below. The Separation necessitated certain compensation-related actions for fiscal 2025 to align with changes to our business, and to retain, attract and motivate key talent during a period of heightened uncertainty. See “—Fiscal 2025 Program Changes to Support the Separation” below for a summary of those actions. Further, the hiring or promotion of all continuing named executive officers during fiscal 2025 increased the proportion of service-based equity granted in fiscal 2025 relative to our historic mix of performance-based versus service-based equity vehicles in order to appropriately prioritize long-term retention through and after the Separation. As the charts below illustrate, continuing named executive officers’ fiscal 2026 equity awards will be comprised of 50% performance stock units (“PSUs”) (60% for our CEO) and 50% restricted stock units (40% for our CEO), consistent with our pre-Separation equity award structure. Our compensation programs continue to prioritize performance-based pay to closely align executive incentives with company and stockholder outcomes.

  46. Elements of Our Fiscal 2025 Executive Compensation Program

    | | FISCAL 2025 COMPENSATION ELEMENTS | | | | | | | | | | Compensation Element | Characteristics | Purpose | Performance Link/ Key Benchmark | | | | | Base Salary | lFixed compensation | lAttracts, retains and motivates premier executive talent lCompensates executive officers for sustained individual performance | lCompetitive with market and industry practices lAdjusted for experience, responsibility, potential and performance | | | | | Short-Term Incentives (STI) | lPerformance-based cash incentive compensation lMeasured in two six-month performance periods for fiscal 2025 to account for Separation impact | lMotivates executive officers to drive annual growth and financial performance lEncourages accountability by rewarding achievement of corporate and individual performance objectives lAligns executive goals pre- and post-Separation and ensures a successful transition period lFocuses our executive officers on value creation through achievement of corporate and individual performance objectives that drive our ability to create value for stockholders | lNon-GAAP operating income (60% weighting) lCash conversion cycle (30% weighting) lEmissions (10% weighting) lIndividual performance modifier (+/- 25%) tied to specific individual performance goals lIndividual performance modifier does not increase award payout if non-GAAP operating income is below threshold | | | | | PSUs | lPerformance-based equity compensation delivered in performance stock units (PSUs) lThree-year performance period with annual performance targets (Two-year performance period with annual performance targets for the CEO’s PSU promotion award) lAnnual achievements averaged to determine payout | lEncourages accountability by rewarding achievement of long-term (over a three-year period) corporate and market-based performance objectives lFocuses our executive officers on value creation through achievement of financial objectives that drive our ability to create long-term value for stockholders | lRevenue and non-GAAP EPS goals are each weighted at 50% lThree-year relative Total Shareholder Return (“TSR”) modifier (+/-10%) lIf absolute TSR performance is negative, the relative TSR modifier may not increase the PSU payout and can only be used to decrease such payout | | | | | RSUs | lVariable long-term equity compensation delivered in restricted stock units (RSUs) lVests with respect to 25% after one year and 6.25% quarterly thereafter | lProvides alignment with stockholder interests by focusing executive officers on long-term value creation lProvides retention value | lValue based on stock price performance |

  47. Fiscal 2025 Program Changes to Support the Separation

    | STI | lShift from annual performance period to two six-month performance periods to enable rigorous goal-setting in alignment with the Separation timeline. lIncreased weighting of non-GAAP operating income (from 45% to 60%) and corresponding decrease in cash conversion cycle weighting (from 45% to 30%) to emphasize focus on the achievement of our profitability objectives. | | LTI | Equity Granted in Fiscal 2025 lOur executives serving as named executive officers at the beginning of fiscal 2025 received both RSUs and PSUs tied to revenue and non-GAAP EPS performance over fiscal 2025, 2026 and 2027, consistent with our prior year equity award structure. lOur continuing named executive officers who were promoted during fiscal 2025 were not serving as such at the time their annual equity awards were granted in August 2024. Accordingly, their annual equity awards were granted in RSUs, consistent with our program design for all similarly situated executives. lGiven the timing of the completion of the Separation, and resulting March 2025 grant date of promotion awards for continuing named executive officers, the Compensation and Talent Committee did not believe a four-month fiscal 2025 measurement period was a sufficient period upon which to assess fiscal 2025 performance. lFor continuing named executive officers other than our CEO, the Compensation and Talent Committee determined that RSU-based promotion awards would effectively align their pay positioning with their new, expanded responsibilities while incentivizing well-rounded focus on the future success of our company and creation of sustained value for our stockholders during this transitional period. lFor Mr. Tan, to provide consistency with our fiscal 2025 PSU program while establishing an appropriate pay mix and positioning as CEO immediately upon promotion and creating further alignment with stockholders, the committee determined to grant 60% of Mr. Tan’s promotion award in PSUs, which will be earned, if at all, based on adjusted free cash flow and non-GAAP EPS performance over fiscal 2026 and fiscal 2027. lFiscal 2026 annual LTI PSU awards for all continuing named executive officers returned to a three-year performance period, consistent with our pre-Separation award structure, as illustrated above. Outstanding Awards lTo maintain economic value, outstanding, unvested stock awards held by our employees, including our NEOs, were adjusted in line with the terms of the Separation and the capitalization adjustment terms of our Amended and Restated 2021 Long-Term Incentive Plan (the “2021 Long-Term Incentive Plan”). The number of shares subject to outstanding RSUs and PSUs were ratably adjusted using a conversion ratio of 1.452526x, which was determined by dividing the closing price of our common stock immediately prior to the Separation by the 5-day average closing price of our common stock following the Separation. lConsidering the fundamental change to our business resulting from the Separation, the Compensation and Talent Committee determined in accordance with the terms of our 2021 Long-Term Incentive Plan that performance for the fiscal 2025 performance period of PSUs be deemed earned at target. These modifications to PSU awards resulted in certain incremental accounting charges under applicable accounting rules for our named executive officers who did not transition to Sandisk. These incremental accounting charges appear as additional 2025 compensation in the Summary Compensation Table in accordance with SEC rules. |

  48. Paying for Performance: Fiscal 2025 Performance Results and Payouts

    Paying for Performance: Fiscal 2025 Performance Results and Payouts The executive incentive compensation plan payouts align with the Compensation and Talent Committee’s pay-for-performance philosophy.

  49. Paying for Performance: Fiscal 2025 Performance Results and Payouts

    | Award | Achievement of Performance Metrics | | | STI Performance for Fiscal 2025 | First Half | Second Half | | First Half Fiscal 2025 Achievement | | | | Second Half Fiscal 2025 Achievement | | | | Performance for Fiscal 2023-2025 PSUs | 108% | |

  50. Paying for Performance: Fiscal 2025 Performance Results and Payouts

    | 44 | Western Digital 2025 Proxy Statement |

  51. Executive Compensation Philosophy, Objectives and Process

    | | | | | | Attract, retain and motivate premier talent necessary to create growth and drive financial, operational and market performance. | Provide competitive target compensation relative to the technology industry in which we compete for business and talent. | | Encourage accountability by tying a substantial portion of each executive officer’s target total direct compensation opportunity to individual, corporate and market-based performance objectives that we expect to create long-term value for our stockholders. | | 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. | |

  52. Our Compensation Policies and Practices

    | | | | Pay for performance by tying a substantial portion of executive compensation to the achievement of pre-established performance goals. Actively engage with our stockholders on an ongoing basis and consider their feedback in the future design of our executive compensation program. Link our executive compensation program to our long-term corporate strategy and sustainable stockholder value creation. Use a mix of performance measures, cash- and equity-based vehicles and short- and long-term incentive compensation opportunities that hold our executive officers accountable for executing on our long-term corporate strategy. Cap maximum vesting or payout levels under our incentive compensation awards, which are aligned with competitive market practices. Engage an independent compensation consultant to evaluate and advise the Compensation and Talent Committee on our executive compensation program design and pay decisions. Evaluate executive compensation data and practices of our proxy peer group companies as selected annually by the Compensation and Talent Committee with guidance from its independent compensation consultant. Limit payouts under our Change in Control Severance Plan to “double-trigger” events. Maintain and adhere to executive stock ownership guidelines. Maintain and adhere to our compensation recovery (“clawback”) policy. Provide limited executive perquisites. | No tax gross-up payments in connection with severance or change in control payments. No hedging, pledging or short-sale or derivative transactions by executive officers or directors. No dividend equivalent payments on equity awards until they are earned and vested. |

  53. Process for Determining Executive Compensation

    | | | | EXTERNAL AND INTERNAL FACTORS lOur compensation philosophy and objectives lOur pay positioning relative to our proxy peer group and broad compensation survey market data lThe executive officer’s role, experience, scope of responsibility, past performance and expected future contributions lInternal pay equity lOur retention objectives lSuccession planning lCurrent and historical company performance and strategic and financial goals, including the impact of the planned Separation lMarket performance and general economic conditions | COMPENSATION CONSULTANT lViews from the committee’s independent compensation consultant lCompensation survey and proxy peer group company market data prepared by the independent compensation consultant | | | | | | MANAGEMENT lOur CEO’s recommendations for our other executive officers (not including himself) lOur 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 lInternal and external compensation data provided by our Chief Human Resources Officer and other staff | | | | | | STOCKHOLDERS lFeedback received during stockholder outreach and engagement efforts |

  54. Process for Determining Executive Compensation

    The Compensation and Talent Committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant in fiscal 2025. Compensia reported directly to the committee and communicated with management to gather information and review management proposals as needed. Compensia attended all regularly scheduled meetings of the committee during fiscal 2025 and its responsibilities generally included: lReviewing and advising on executive compensation, including the performance metrics used under the executive compensation program lReviewing and advising on compensation design and amounts for non-employee members of our Board of Directors lProviding recommendations regarding the composition and selection of our proxy peer group companies lAnalyzing proxy peer group and survey compensation data lProviding advice regarding executive compensation disclosures, policies, practices and trends lAdvising on the compensation-related decisions in connection with the Separation The Compensation and Talent Committee assessed the independence of Compensia pursuant to applicable rules and regulations of the SEC and the Nasdaq Stock Market and concluded that the engagement of Compensia did not raise any conflicts of interest during fiscal 2025 and currently does not raise any conflicts of interest.

  55. 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 2025, 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 in insufficient data, a broader screen of technology companies as adjusted for revenue size was used. With input from its independent compensation consultant, the Compensation and Talent 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, as well as in connection with hiring, promotion and retention decision-making during the year. This market data provided the committee a reference point, which was one of several factors that it used to make compensation decisions as outlined above.

  56. Proxy Peer Group Companies for Benchmarking Pay and Incentive Design

    Proxy Peer Group Companies for Benchmarking Pay and Incentive Design The proxy peer group companies that the Compensation and Talent Committee selected and used for comparative pay and incentive design purposes for fiscal 2025 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 2025, as reflected in the table below:

  57. Proxy Peer Group Companies for Benchmarking Pay and Incentive Design

    | Executive Compensation | 47 |

  58. Post-Separation Peer Group Reassessment for Fiscal 2026

    Post-Separation Peer Group Reassessment for Fiscal 2026 In anticipation of the Separation, the Compensation and Talent Committee assessed peer group alignment with our go-forward business, competitive talent landscape and size on the basis of both revenue and market capitalization. Based on this evaluation, in March 2025, the Compensation and Talent Committee made a number of changes, as reflected in the table below.

  59. Short-Term Incentives

    Short-Term Incentives

  60. Fiscal 2025 Target Incentive Award Opportunities

    Fiscal 2025 Target Incentive Award Opportunities

  61. Fiscal 2025 Target Incentive Award Opportunities

    | Continuing Named Executive Officers | Annual Target Incentive Award Opportunity(1) (as Percentage of Base Salary) | | Irving Tan | 150% | | Kris Sennesael | 100% | | Vidyadhara K. Gubbi | 100% | | Ahmed M. Shihab | 100% | | Cynthia L. Tregillis | 100% | | Former Named Executive Officers | | | David V. Goeckeler | 175% | | Wissam G. Jabre | 120% | | Don R. Bennett | 120% | | Robert W. Soderbery | 120% |

  62. Fiscal 2025 Target Incentive Award Opportunities

    (1)For each continuing named executive officer, reflects annual target incentive opportunity in effect at the end of fiscal 2025; for each former named executive officer, reflects annual target incentive opportunity in effect immediately prior to departure or, in the case of Mr. Bennett, cessation of interim service. Payout opportunity, if any, will be based on actual eligible earnings paid in fiscal 2025, and is prorated in the case of newly hired executives.

  63. Fiscal 2025 Target Incentive Award Opportunities

    | Executive Compensation | 49 |

  64. Fiscal 2025 STI Design and Performance

    Fiscal 2025 STI Design and Performance As outlined in the section entitled “—Fiscal 2025 Program Changes to Support the Separation,” the Compensation and Talent Committee updated the STI design for fiscal 2025 to utilize two six-month performance periods to enable goal-setting in alignment with the Separation timeline. (1)First half fiscal 2025 performance targets were set in August 2024 and second half fiscal 2025 performance targets were set in March 2025 immediately following completion of the Separation. The cash conversion cycle metric measures the length of time it takes to convert our working capital investments into cash, which the Compensation and Talent 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 includes execution and leadership goals tailored for each executive. This modifier is designed such that it cannot increase an award payout if our non-GAAP operating income performance does not meet at least the threshold performance level; however, it can reduce the payout under these circumstances. The Compensation and Talent Committee determined that the individual performance modifier provides greater flexibility, individual accountability and precision in aligning incentives with each executive’s specific contributions to critical strategic, operational and leadership objectives.

  65. FISCAL 2025 STI PAYOUTS

    FISCAL 2025 STI PAYOUTS The table below shows the inputs used for the calculation of the actual STI payouts for the first and second half of fiscal 2025 for each eligible NEO. For the first half corporate performance achievement, the actual corporate performance achievement against goals was 128.5%. However, management requested and the Compensation and Talent Committee approved applying negative discretion to reduce the actual corporate performance achievement to 78.7%. This harmonized the payout percentage of the NEOs with the broader organization. The sum of the first and second half payouts is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  66. FISCAL 2025 STI PAYOUTS

    | | First Half | | | Second Half | | | | | Corporate Performance(1) | Individual Modifier(1) | Payout ($) | Corporate Performance(1) | Individual Modifier(1) | Payout ($) | | Continuing Named Executive Officers | | | | | | | | Irving Tan(2) | 78.7% | 125% | 446,922 | 160.8% | 112.5% | 1,291,281 | | Kris Sennesael(3) | — | — | — | 160.8% | 100% | 132,660 | | Vidyadhara K. Gubbi | 78.7% | 112.5% | 129,486 | 160.8% | 106.25% | 390,984 | | Ahmed M. Shihab(3) | — | — | — | 160.8% | 100% | 266,248 | | Cynthia L. Tregillis | 78.7% | 125% | 224,749 | 160.8% | 110% | 508,530 | | Former Named Executive Officers | | | | | | | | David V. Goeckeler(4) | 78.7% | 115.8% | 1,035,122 | N/A | N/A | 299,073 | | Wissam G. Jabre(5) | 78.7% | 105% | 357,555 | — | — | — | | Don R. Bennett | 78.7% | 115% | 134,061 | 160.8% | 100% | 418,668 | | Robert W. Soderbery(6) | 78.7% | 100% | 368,259 | 100% | 100% | 14,835 |

  67. FISCAL 2025 STI PAYOUTS

    (1)The percentages reflect the level of corporate performance achieved for the applicable period, as well as the assigned individual performance modifiers for each NEO, as described above. (2)Mr. Tan is based in Singapore and is paid in SGD. Amounts paid were converted to USD using 0.74184 and 0.78214, the average exchange rate for January and July 2025, respectively. (3)Mr. Sennesael and Mr. Shihab joined our company in May and March 2025, respectively, and therefore received a prorated portion of their second half fiscal 2025 STI award. (4)Mr. Goeckeler received a prorated portion of his second half fiscal 2025 STI award as determined by Sandisk based on Sandisk performance achievements. The prorated portion reflects Mr. Goeckeler’s second half fiscal 2025 service to our company prior to the Separation. (5)Mr. Jabre forfeited the unearned portion of his second half fiscal 2025 STI award upon his voluntary termination of employment with our company in February 2025.

  68. FISCAL 2025 STI PAYOUTS

    | 52 | Western Digital 2025 Proxy Statement |

  69. FISCAL 2025 STI PAYOUTS

    (6)Mr. Soderbery received a prorated portion of his second half fiscal 2025 STI award based on 100% achievement of his target opportunity under the STI plan as described in the section entitled “—Potential Payments upon Termination or Change in Control—Terminations of Employment.”

  70. Long-Term Incentives: Fiscal 2025 Equity Awards

    Long-Term Incentives: Fiscal 2025 Equity Awards In light of the transformational changes that occurred at Western Digital over the course of fiscal 2025, equity awards granted during 2025 for many named executive officers varied from our typical annual LTI award structure and timing. The table below outlines equity awards granted during 2025. The target values granted to named executive officers with respect to each category of award is set forth below.

  71. Annual LTI Awards

    Annual LTI Awards

  72. Annual LTI Awards

    | Continuing Named Executive Officers | Total LTI Target Grant Value ($)(1) | LTI Vehicle Mix | | | | | PSUs | RSUs | | Irving Tan | 4,500,000 | — | 100% | | Vidyadhara K. Gubbi | 1,000,000 | — | 100% | | Cynthia L. Tregillis | 2,012,500 | — | 100% | | Former Named Executive Officers | | | | | David V. Goeckeler | 16,250,000 | 60% | 40% | | Wissam G. Jabre(2) | 4,350,000 | 50% | 50% | | Don R. Bennett | 711,000 | — | 100% | | Robert W. Soderbery | 4,500,000 | 50% | 50% |

  73. Annual LTI Awards

    (1)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 2023-2025 Summary Compensation Table” and the “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 annual performance period. Accordingly, only the grant date fair value for the portion attributable to fiscal 2025 is reflected in the “Fiscal 2023-2025 Summary Compensation Table” and the “Grants of Plan-Based Awards Table” for this portion of the award. (2)Mr. Jabre forfeited all unvested equity upon his voluntary termination of employment with our company in February 2025.

  74. Promotion Awards

    | Named Executive Officer | Total Promotion Target Grant Value ($) | Vehicle Mix | | | | | PSUs | RSUs | | Irving Tan(1) | 6,500,000 | 60% | 40% | | Vidyadhara K. Gubbi | 2,000,000 | — | 100% | | Cynthia L. Tregillis | 1,000,000 | — | 100% |

  75. Promotion Awards

    (1)Because the adjusted free cash flow and non-GAAP EPS targets for the PSU portion of this award were not established until August 2025, in accordance with financial accounting rules—which provide that the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established—the PSU portion of this award is not reflected in the “Fiscal 2023-2025 Summary Compensation Table” or “Grants of Plan-Based Awards Table.”

  76. New Hire Awards

    | Named Executive Officer | Cash Sign-On Bonus (Make-Whole) ($) | New Hire Equity Target Grant Value ($) | Vehicle Mix | | | | | | PSUs | RSUs | | Kris Sennesael(1) | 2,000,000 | 10,000,000 | 20% | 80% | | Ahmed M. Shihab(2) | 1,500,000 | 7,000,000 | — | 100% |

  77. New Hire Awards

    (1)The cash and RSU components of Mr. Sennesael’s award were provided to replace forfeited compensation from his prior employer. The cash sign-on award was awarded in a single installment in June 2025, and is subject to repayment if Mr. Sennesael departs prior to the second anniversary of the award grant date. Because the targets for the PSU portion of this award were established in August 2025, in accordance with financial accounting rules—which provide that the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established—the PSU portion of this award is not reflected in the “Fiscal 2023-2025 Summary Compensation Table” or “Grants of Plan-Based Awards Table.” (2)The cash sign-on bonus and approximately $1.7 million of the RSU value granted to Mr. Shihab were provided to replace forfeited compensation from his prior employer. The cash sign-on bonus will be paid in March 2026 and 50% of the cash sign-on bonus will be subject to repayment if Mr. Shihab departs within one year of payment. Mr. Sennesael’s and Mr. Shihab’s offer letters also established baseline target long-term equity incentive values to be granted as part of our fiscal 2026 annual LTI awards. These target values were $5,250,000 for Mr. Sennesael and $3,500,000 for Mr. Shihab.

  78. Long-Term Incentives: PSU Design and Performance

    Long-Term Incentives: PSU Design and Performance As outlined above, our PSU awards utilize annual financial metrics for each year within the performance period, with annual achievements for each year of the performance period averaged to determine the combined payout percentage. This payout percentage is then modified upwards or downwards based on relative TSR (or, in the case of our fiscal 2023-2025 PSUs, three-year stock price CAGR) measured over the full performance period. The relative TSR 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. The Compensation and Talent Committee chose the S&P 500 Information Technology Index constituents for the relative TSR peer group, consistent with our prior year design, 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. The committee determined that using this index provides for an objectively constituted benchmark and provides greater continuity over three-year performance periods than our smaller peer group, which reconstitutes because of mergers and acquisitions on occasion. We review the composition of our peer group and the index periodically to ensure we are using the most appropriate benchmark as our strategy and the market evolves. Our executive officers generally must remain employed through the entire performance period to earn and vest in the awards.

  79. Long-Term Incentives: PSU Design and Performance

    | 54 | Western Digital 2025 Proxy Statement |

  80. Fiscal 2025 Performance Period PSU Goals

    Fiscal 2025 Performance Period PSU Goals The Compensation and Talent Committee approves rigorous performance targets for each performance period, which are typically approved in August of each fiscal year. Accordingly, in August 2024, the Committee set the following fiscal 2025 revenue and non-GAAP EPS goals for our fiscal 2023-2025, fiscal 2024-2026 and fiscal 2025-2027 PSUs:

  81. Fiscal 2025 Performance Period PSU Goals

    | Financial Metrics | Threshold (50%) ($) | Target (100%) ($) | Max (200%) ($) | Payout | | FY2025 Revenue (50%) (in millions) | 14,465 | 17,018 | 19,571 | 100% | | FY2025 Non-GAAP EPS (50%) | 3.18 | 6.36 | 8.27 | 100% |

  82. Fiscal 2025 Performance Period PSU Goals

    The Separation took place during the third quarter of fiscal 2025, fundamentally altering our business and, as a result, pre-Separation performance goals including the three-year stock price CAGR were no longer meaningful without adjustments to reflect the impact of the Separation. Additionally, the named executive officers who received fiscal 2025-2027 PSU awards did not remain executives of Western Digital after the Separation and, therefore, could not influence performance outcomes thereafter. Taking these factors into account, as well as the executives’ diligence, effort and commendable performance in challenging market conditions, the Compensation and Talent Committee, consistent with the terms of the 2021 Long-Term Incentive Plan, determined that the fiscal 2025 performance period metrics for all outstanding PSU awards would be deemed achieved at 100% of target. For the stock price CAGR, it was also determined that it would be measured based on two-year stock price performance ending fiscal 2024.

  83. Termination-Related Compensation

    Termination-Related Compensation As noted above, Mr. Soderbery’s employment with our company was terminated in January 2025. Mr. Soderbery received severance benefits in accordance with our Executive Severance Plan, as outlined in the section entitled “—Potential Payments upon Termination or Change in Control—Terminations of Employment.”

  84. Fiscal 2026 Compensation Program Changes

    | Pay Element | Fiscal 2026 | Key Changes | | Short-Term Incentives (STI) | One-year measurement of: lNon-GAAP operating income (70%) lRevenue (30%) lIndividual Performance Modifier (+/- 20%) lNo upward adjustments if non-GAAP operating income is below minimum level lSTI capped at 200% | Returned to one-year measurement period Revenue replaced cash conversion cycle Lowered individual performance modifier to +/- 20% and lowered overall payout max to 200% (from 250%) Emissions were removed as a stand-alone metric and will now be reflected in individual performance modifiers for applicable NEOs and non-GAAP operating income weighting increased to 70% (from 60%) | | Long-Term Incentives (LTI) | PSU/ RSU Mix: 50% / 50% (60% PSUs / 40% RSUs for CEO); RSUs vest with respect to 25% after one year and 6.25% quarterly thereafter Annual performance periods with final payout based on three-year average achievement Metrics: lAdjusted free cash flow (50%) lNon-GAAP EPS (50%) l3-Year relative TSR modifier (+/- 10%) lNo upward adjustments if absolute TSR is negative | Adjusted free cash flow replaced revenue (which moved to the STI as noted above) |

  85. 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 2023-2025 Summary Compensation Table.” Company policy permits our CEO to use private aircraft to maximize his business availability and productivity. Our CEO is permitted to include a non-business guest on such business flights. | | 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. 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 2025. | | Severance Protections | Outside a change in control context, we view severance protections as appropriate only 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. |

  86. Employment Agreements

    Employment Agreements None of our executive officers is currently party to an employment agreement with us.

  87. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are discretionary and are generally granted to our named executive officers in August of each year. In certain circumstances, including the hiring or promotion of an officer, the Compensation and Talent Committee may approve grants to be effective at other times. We do not currently grant stock options to our employees. The Compensation and Talent Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in fiscal 2025, and our company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  88. Fiscal 2023-2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Irving Tan Chief Executive Officer | 2025 | 835,751 | 61,005(5) | 8,487,926 | 2,123,138 | 26,549 | 11,534,369 | | Kris Sennesael Executive Vice President and Chief Financial Officer | 2025 | 82,500 | 2,000,000(6) | 7,999,981 | 132,660 | 1,650 | 10,216,791 | | Vidyadhara K. Gubbi Executive Vice President and Chief of Global Operations | 2025 | 423,846 | — | 3,165,490 | 520,470 | 8,579 | 4,118,385 | | Ahmed M. Shihab Executive Vice President and Chief Product Officer | 2025 | 165,577 | — | 6,999,974 | 266,248 | 4,967 | 7,436,766 | | Cynthia L. Tregillis Executive Vice President, Chief Legal Officer and Secretary | 2025 | 573,077 | — | 3,146,200 | 733,279 | 9,473 | 4,462,029 | | David V. Goeckeler Former Chief Executive Officer | 2025 | 804,038 | 2,600,000(7) | 20,182,423 | 1,334,195 | 10,800 | 24,931,456 | | | 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 | | Wissam G. Jabre Former Executive Vice President and Chief Financial Officer | 2025 | 500,000 | — | 6,164,910 | 357,555 | 16,338 | 7,038,803 | | | 2024 | 622,596 | — | 3,254,203 | 1,552,391 | 10,154 | 5,439,344 | | | 2023 | 572,115 | 250,000(8) | 3,207,172 | — | 194,835 | 4,224,122 | | Don R. Bennett Senior Vice President, Finance and Former Interim Chief Financial Officer | 2025 | 437,692 | 300,000(9) | 844,693 | 552,729 | 26,180 | 2,161,294 | | Robert W. Soderbery Former Executive Vice President and General Manager, Flash Business | 2025 | 377,115 | — | 5,544,995 | 368,259 | 1,952,013 | 8,242,382 | | | 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 |

  89. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 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 2025.

  90. Fiscal 2025 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 (#) | | | | Irving Tan | STI | | 37,500 | 1,500,000 | 3,750,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 6,118 | 12,236 | 36,708 | — | 999,436 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 69,198 | 4,499,946 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 16,612 | 388,561 | | | RSUs(5) | 3/03/25 | — | — | — | — | — | — | 55,307 | 2,599,983 | | Kris Sennesael | STI | | 17,875 | 715,000 | 1,787,500 | — | — | — | — | — | | | RSUs(6) | 5/12/25 | — | — | — | — | — | — | 171,784 | 7,999,981 | | Vidyadhara K. Gubbi | STI | | 12,500 | 500,000 | 1,250,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 730 | 1,459 | 4,377 | — | 119,171 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 15,377 | 999,966 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 1,981 | 46,359 | | | RSUs(7) | 3/03/25 | — | — | — | — | — | — | 42,544 | 1,999,994 | | Ahmed M. Shihab | STI | | 15,375 | 615,000 | 1,537,500 | — | — | — | — | — | | | RSUs(7) | 3/17/25 | — | — | — | — | — | — | 156,424 | 6,999,974 | | Cynthia L. Tregillis | STI | | 14,375 | 575,000 | 1,437,500 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 590 | 1,179 | 3,537 | — | 96,301 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 30,947 | 2,012,483 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 1,601 | 37,420 | | | RSUs(7) | 3/03/25 | — | — | — | — | — | — | 21,272 | 999,996 | | David V. Goeckeler | STI | | 56,875 | 2,275,000 | 5,687,500 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 31,466 | 62,932 | 188,796 | — | 5,140,286 | | | 2024-2026 PSUs(8) | 8/21/24 | — | — | — | 37,984 | 75,968 | 167,130 | — | 5,254,707 | | | 2025-2027 PSUs(9) | 8/21/24 | — | — | — | 24,989 | 49,977 | 109,949 | — | 3,287,487 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 99,953 | 6,499,943 | | Wissam G. Jabre | STI | | 31,719 | 1,268,750 | 3,171,875 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 7,867 | 15,733 | 47,199 | — | 1,285,071 | | | 2024-2026 PSUs(8) | 8/21/24 | — | — | — | 7,914 | 15,827 | 34,819 | — | 1,094,754 | | | 2025-2027 PSUs(9) | 8/21/24 | — | — | — | 5,575 | 11,149 | 24,528 | — | 733,381 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 33,446 | 2,174,994 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 21,358 | 876,710 |

  91. Fiscal 2025 Grants of Plan-Based Awards Table

    | Executive Compensation | 61 |

  92. Fiscal 2025 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 (#) | | | | Don R. Bennett | STI | | 15,750 | 630,000 | 1,575,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 590 | 1,179 | 3,537 | — | 96,300 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 10,933 | 710,973 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 1,601 | 37,420 | | Robert W. Soderbery | STI | | 22,500 | 900,000 | 2,250,000 | — | — | — | — | — | | | 2023-2025 PSUs(2) | 8/21/24 | — | — | — | 6,206 | 12,411 | 37,233 | — | 1,013,730 | | | 2024-2026 PSUs(8) | 8/21/24 | — | — | — | 7,492 | 14,983 | 32,963 | — | 1,036,374 | | | 2025-2027 PSUs(9) | 8/21/24 | | | | 5,767 | 11,533 | 25,373 | — | 758,641 | | | RSUs(3) | 8/21/24 | — | — | — | — | — | — | 34,599 | 2,249,973 | | | PSUs - Spin(4) | 2/21/25 | — | — | — | — | — | — | 14,133 | 486,277 |

  93. Fiscal 2025 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 2025 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 21, 2024 for the 2025 performance period under the 2023-2025 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $81.68 per share, (ii) August 21, 2024 for the 2025 performance period under the 2024-2026 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $69.17 per share, and (iii) August 21, 2024 for the 2025 performance period under the 2025-2027 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $65.78 per share, based on certain assumptions. (2)Represents the 2025 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 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 2025 annual targets of such award is reflected. (3)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. (4)In connection with the Separation, PSU award performance for the fiscal 2025 performance period was deemed earned at target. These modifications to PSU awards resulted in a one-time accounting modification charge under applicable accounting rules for our named executive officers who did not transition to Sandisk. (5)Represents an RSU award granted to the named executive officer, which is scheduled to vest with respect to 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date. (6)Represents an RSU award granted to the named executive officer, which is scheduled to vest with respect to 21.875% on November 20, 2025, 21.875% on May 20, 2026, 31.25% on May 20, 2027 and 25% on May 20, 2028. (7)Represents an RSU award granted to the named executive officer, which is scheduled to vest with respect to 33.33% on the first anniversary of the grant date and 8.33% quarterly thereafter. (8)Represents the 2025 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 2025 annual targets is reflected.

  94. Fiscal 2025 Grants of Plan-Based Awards Table

    | 62 | Western Digital 2025 Proxy Statement |

  95. Fiscal 2025 Grants of Plan-Based Awards Table

    (9)Represents the 2025 annual performance period portion of the LTI PSU award granted to the named executive officer for the three-year performance period covering fiscal 2025 through 2027, subject to cliff vesting on August 21, 2027, 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 2025, 2026 and 2027. Accordingly, only the grant date fair value for the portion attributable to fiscal 2025 annual targets is reflected.

  96. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    Outstanding Equity Awards at Fiscal 2025 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 27, 2025. The amount shown for the market value of the stock awards is based on the closing price of our common stock ($63.29) and Sandisk common stock ($47.15) on June 27, 2025.

  97. Impact of the Separation on Outstanding Equity Awards

    Impact of the Separation on Outstanding Equity Awards The values reported in the table below represent the values of such outstanding stock awards after giving effect to the Separation. Outstanding, unvested stock awards held by our employees, including our named executive officers, were adjusted to maintain the economic value of their awards immediately prior to the Separation. The adjustments were accomplished by providing additional equity to holders of awards pursuant to the capitalization adjustment terms of our 2021 Long-Term Incentive Plan. Mr. Goeckeler’s PSU awards for future fiscal year performance periods of such awards were converted to RSU awards at target value upon completion of the Separation in connection with his resignation from his position with our company and transition to Sandisk. Mr. Goeckeler also received Sandisk RSUs converted from his outstanding, unvested RSUs based on the same Separation distribution ratio that applied generally to our stockholders – consistent with the treatment of all former employees at the level of vice president or above who transitioned to Sandisk. For more information, see the section entitled “—Compensation Discussion and Analysis—Fiscal 2025 Overview—Program Changes to Support the Separation.”

  98. Impact of the Separation on Outstanding Equity Awards

    | Executive Compensation | 63 |

  99. Impact of the Separation on Outstanding Equity Awards

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Ticker | 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 ($) | | Irving Tan | 8/20/2022 | WDC | — | — | — | — | 16,688(1) | 1,056,184 | — | — | | | | WDC | — | — | — | — | 57,676(2) | 3,650,314 | — | — | | | 8/25/2023 | WDC | — | — | — | — | 72,534(1) | 4,590,677 | — | — | | | 6/20/2024 | WDC | — | — | — | — | 104,893(3) | 6,638,678 | — | — | | | 8/21/2024 | WDC | — | — | — | — | 100,681(1) | 6,372,100 | — | — | | | 3/3/2025 | WDC | — | — | — | — | 55,400(4) | 3,506,266 | 83,101(5) | 5,259,462 | | Kris Sennesael | 5/12/2025 | WDC | — | — | — | — | 172,074(6) | 10,890,563 | 43,019(7) | 2,722,673 | | Vidyadhara K. Gubbi | 8/27/2021 | WDC | — | — | — | — | 824(1) | 52,151 | — | — | | | 8/20/2022 | WDC | — | — | — | — | 5,972(1) | 377,968 | — | — | | | | WDC | — | — | — | — | 6,878(2) | 435,309 | — | — | | | 8/25/2023 | WDC | — | — | — | — | 20,721(1) | 1,311,432 | — | — | | | 4/20/2024 | WDC | — | — | — | — | 9,251(4) | 585,496 | — | — | | | 8/21/2024 | WDC | — | — | — | — | 22,373(1) | 1,415,987 | — | — | | | 3/3/2025 | WDC | — | — | — | — | 42,616(8) | 2,697,167 | — | — | | Ahmed M. Shihab | 3/17/2025 | WDC | — | — | — | — | 156,688(8) | 9,916,784 | — | — | | Cynthia L. Tregillis | 8/27/2021 | WDC | — | — | — | — | 677(1) | 42,847 | — | — | | | 8/20/2022 | WDC | — | — | — | — | 4,824(1) | 305,311 | — | — | | | | WDC | — | — | — | — | 5,559(2) | 351,829 | — | — | | | 8/25/2023 | WDC | — | — | — | — | 17,612(1) | 1,114,663 | — | — | | | 1/20/2024 | WDC | — | — | — | — | 36,524(1) | 2,311,604 | — | — | | | 8/21/2024 | WDC | — | — | — | — | 45,027(1) | 2,849,759 | — | — | | | 3/3/2025 | WDC | — | — | — | — | 21,308(8) | 1,348,583 | — | — | | David V. Goeckeler | 8/27/2021 | WDC | — | — | — | — | 5,939(1) | 375,879 | — | — | | | 8/27/2021 | SNDK | — | — | — | — | 1,977(9) | 93,216 | | | | | 8/25/2022 | WDC | — | — | — | — | 39,396(1) | 2,493,373 | — | — | | | | WDC | — | — | — | — | 204,218(2) | 12,924,957 | — | — | | | | SNDK | — | — | — | — | 81,076(9) | 3,822,733 | — | — | | | 8/25/2023 | WDC | — | — | — | — | 85,608(1) | 5,418,130 | — | — | | | | WDC | — | — | — | — | 292,103(10) | 18,487,199 | — | — | | | | SNDK | — | — | — | — | 125,726(9) | 5,927,981 | — | — | | | 8/21/2024 | WDC | — | — | — | — | 100,122(1) | 6,336,721 | — | — | | | | WDC | — | — | — | — | 150,183(11) | 9,505,082 | — | — | | | | SNDK | — | — | — | — | 83,293(9) | 3,927,265 | | | | Don R. Bennett | 8/27/2021 | WDC | — | — | — | — | 727(1) | 46,012 | — | — | | | 8/20/2022 | WDC | — | — | — | — | 4,824(1) | 305,311 | — | — | | | | WDC | — | — | — | — | 5,559(2) | 351,829 | — | — | | | 8/25/2023 | WDC | — | — | — | — | 13,985(1) | 885,111 | — | — | | | 8/21/2024 | WDC | — | — | — | — | 15,907(1) | 1,006,754 | — | — | | Robert W. Soderbery(12) | 8/25/2023 | WDC | — | — | — | — | — | — | 32,847(13) | 2,078,887 | | | 8/21/2024 | WDC | — | — | — | — | — | — | 8,611(14) | 544,990 |

  100. Impact of the Separation on Outstanding Equity Awards

    | 64 | Western Digital 2025 Proxy Statement |

  101. Impact of the Separation on Outstanding Equity Awards

    (1)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 quarterly thereafter until the award is fully vested on the fourth anniversary of the grant date. (2)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 20, 2025. (3)This RSU award is scheduled to vest 12.5% on the 15-month anniversary of the grant date and then 12.5% quarterly thereafter. (4)This RSU award is scheduled to vest in substantially equal annual installments over two years. (5)This PSU award is scheduled to vest on August 21, 2027 based on achievement of annual company performance targets set during the two-year performance period covering fiscal 2026 through 2027. 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 2026 and 2027 performance targets were not set during or prior to fiscal 2025 (and thus such portions were not deemed granted during fiscal 2025), 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. (6)This RSU award is scheduled to vest with respect to 21.875% on November 20, 2025, 21.875% on May 20, 2026, 31.25% on May 20, 2027 and 25% on May 20, 2028. (7)This PSU award is scheduled to vest on August 26, 2028 based on achievement of annual company performance targets set during the three-year performance period covering fiscal 2026 through 2028. 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 performance targets were not set during fiscal 2025 (and thus such portions were not deemed granted during fiscal 2025), 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. (8)This RSU award is scheduled to vest with respect to 33.33% on the first anniversary of the grant date and 8.33% quarterly thereafter. (9)This Sandisk RSU award was provided in connection with the Separation and is scheduled to vest based on continued service to Sandisk. (10)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 25, 2026. (11)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 21, 2027. (12)In connection with the termination of Mr. Soderbery’s employment, these awards reflect the pro rata portion of the award subject to open performance-based vesting conditions. (13)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 2026 performance targets were not set during fiscal 2025 (and thus such portions were not deemed granted during fiscal 2025), 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. (14)This PSU award is scheduled to vest on August 21, 2027 based on achievement of revenue and non-GAAP EPS annual targets set for the three-year performance period covering fiscal 2025 through 2027. 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 2026 and 2027 performance targets were not set during fiscal 2025 (and thus such portions were not deemed granted during fiscal 2025), 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.

  102. Impact of the Separation on Outstanding Equity Awards

    | Executive Compensation | 65 |

  103. Fiscal 2025 Option Exercises and Stock Vested Table

    Fiscal 2025 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 2025. There were no stock option award exercises in fiscal 2025.

  104. Fiscal 2025 Option Exercises and Stock Vested Table

    | | | Stock Awards | | | Name | Ticker | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Irving Tan | WDC | 242,415 | 12,294,274 | | Kris Sennesael | WDC | — | — | | Vidyadhara K. Gubbi | WDC | 53,280 | 3,055,071 | | Ahmed M. Shihab | WDC | — | — | | Cynthia L. Tregillis | WDC | 35,071 | 2,085,526 | | David V. Goeckeler | WDC | 322,831 | 20,054,299 | | | SNDK | 15,526 | 666,987 | | Wissam G. Jabre | WDC | 68,570 | 4,662,401 | | Don R. Bennett | WDC | 23,100 | 1,428,086 | | Robert W. Soderbery | WDC | 100,099(2) | 6,400,896 |

  105. Fiscal 2025 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 and Sandisk 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 2025, but as to which settlement was made after the end of fiscal 2025. 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.

  106. Fiscal 2025 Option Exercises and Stock Vested Table

    | 66 | Western Digital 2025 Proxy Statement |

  107. Fiscal 2025 Non-Qualified Deferred Compensation Table

    Fiscal 2025 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 2023-2025 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 2025, including as to RSUs and PSUs that vested but as to which payment was deferred until after fiscal 2025.

  108. Fiscal 2025 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 27, 2025 ($)(2) | | Irving Tan | — | — | — | — | — | | Kris Sennesael | — | — | — | — | — | | Vidyadhara K. Gubbi | 576,700 | — | 453,210(3) | — | 4,119,454 | | Ahmed M. Shihab | — | — | — | — | — | | Cynthia L. Tregillis | — | — | — | — | — | | David V. Goeckeler | — | — | — | — | — | | Wissam G. Jabre | — | — | — | — | — | | Don R. Bennett | 551,822 | — | 222,686(3) | — | 2,348,848 | | Robert W. Soderbery | 1,603,918(4) | — | 784,014(5) | — | 2,387,932 |

  109. Fiscal 2025 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 2023-2025 Summary Compensation Table” above. (2)The balances reported represent compensation already reported in the “Fiscal 2023-2025 Summary Compensation Table” above and its equivalent table in prior years’ proxy statements, as applicable, 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)Reflects the aggregate earnings due to market fluctuations in each individual’s Deferred Compensation Plan account. (4)This amount shown reflects the value, based on the closing price of our common stock on the applicable vest date, of Mr. Soderbery’s PSUs earned in fiscal 2025, but as to which settlement was made after the end of fiscal 2025 in accordance with the terms of the award. (5)Reflects the change in value between the vesting date and the last day of fiscal 2025, based on the closing prices of our common stock on those dates, of Mr. Soderbery’s PSUs earned in accordance with the terms of the award and Code Section 409A requirements.

  110. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  111. 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. Tan, Sennesael, Gubbi and Shihab and Ms. Tregillis (see “Terminations of Employment” below for a summary of their actual termination benefits, as applicable), under the arrangements described above based on the following assumptions: lQualifying termination of employment and/or change in control occurred on June 27, 2025 lThe price per share of our common stock is equal to the closing price of our common stock on June 27, 2025 ($63.29), the last trading day in fiscal 2025 lIn 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 lNot 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

  112. 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 ($)(2) | Qualified Retirement ($)(2)(3) | Death ($)(2) | | Irving Tan | Cash Severance | — | 5,000,000 | 3,500,000 | | | | | RSU Acceleration(4) | 25,814,232 | 25,814,232 | 8,099,734 | — | 11,122,205 | | | PSU Acceleration(5) | 5,259,462 | 5,259,462 | — | — | — | | | Continuation of Benefits(6) | — | 33,701 | 22,615 | — | — | | | Value of Outplacement Services | — | — | — | — | — | | | TOTAL | 31,073,694 | 36,107,395 | 11,622,349 | — | 11,122,205 | | Kris Sennesael | Cash Severance | — | 2,860,000 | 2,145,000 | — | — | | | RSU Acceleration(4) | 10,890,563 | 10,890,563 | 463,219 | — | 5,445,282 | | | PSU Acceleration(5) | 2,722,673 | 2,722,673 | — | — | — | | | Continuation of Benefits(6) | — | 53,940 | 36,197 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 13,613,236 | 16,527,176 | 2,647,616 | — | 5,445,282 | | Vidyadhara K. Gubbi | Cash Severance | — | 2,000,000 | 1,500,000 | — | — | | | RSU Acceleration(4) | 6,875,493 | 6,875,493 | 1,314,671 | 435,309 | 2,782,355 | | | PSU Acceleration(5) | — | — | — | — | — | | | Continuation of Benefits(6) | — | 61,330 | 41,156 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 6,875,493 | 8,936,823 | 2,859,027 | 435,309 | 2,782,355 | | Ahmed M. Shihab | Cash Severance | — | 2,460,000 | 1,845,000 | — | — | | | RSU Acceleration(4) | 9,916,784 | 9,916,784 | 931,113 | — | 4,958,392 | | | PSU Acceleration(5) | — | — | — | — | — | | | Continuation of Benefits(6) | — | 77,787 | 52,199 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 9,916,784 | 12,454,571 | 2,831,512 | — | 4,958,392 |

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

    | Executive Compensation | 69 |

  114. 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 ($)(2) | Qualified Retirement ($)(2)(3) | Death ($)(2) | | Cynthia L. Tregillis | Cash Severance | — | 2,300,000 | 1,725,000 | — | — | | | RSU Acceleration(4) | 8,324,567 | 8,324,567 | 1,342,608 | — | 2,691,724 | | | PSU Acceleration(5) | — | — | — | — | — | | | Continuation of Benefits(6) | — | 89,669 | 60,172 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 8,324,567 | 10,714,236 | 3,130,980 | — | 2,691,724 | | Don R. Bennett | Cash Severance | — | 1,732,500 | 1,417,500 | — | — | | | RSU Acceleration(4) | 2,595,003 | 2,595,003 | 641,950 | 351,829 | 931,186 | | | PSU Acceleration(5) | — | — | — | — | — | | | Continuation of Benefits(6) | — | 51,972 | 34,648 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 2,595,003 | 4,379,475 | 2,097,298 | 351,829 | 931,186 |

  115. 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 27, 2025, only Mr. Gubbi and Mr. Bennett met the requirements for a “qualified retiree” with respect to certain equity awards. (4)The amounts shown are based on the intrinsic value of the portion of the RSU award that would have accelerated as of June 27, 2025. These intrinsic values were based on the closing price of our common stock on June 27, 2025 ($63.29). These amounts also include accrued dividend equivalents with respect to the portion of the RSU that would have accelerated as of June 27, 2025. (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 27, 2025. These intrinsic values were calculated by multiplying (i) the closing price of our common stock on June 27, 2025 ($63.29), 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 27, 2025. These amounts also include accrued dividend equivalents with respect to the portion of the PSU that would have remained outstanding and eligible to vest as of June 27, 2025. (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.

  116. 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. In identifying our Median Compensated Employee for our fiscal 2025 CEO pay ratio, we used “Target Total Cash,” which includes base salary or base wages and target cash incentives. For hourly employees, we calculated base wages based on a reasonable estimate of hours worked during fiscal 2025 and the relevant employee’s hourly wage rate as in effect on April 1, 2025. For salaried employees, we calculated base salary using the relevant employee’s annual salary level as in effect on April 1, 2025. We annualized Target Total Cash for all permanent employees who did not work the full fiscal 2025. To identify our Median Compensated Employee for fiscal 2025, we used our global employee population effective as of April 1, 2025. As of this date, our employee population was 41,009 employees, with approximately 88% of those employees located in Asia, approximately 0.3% of those employees located in Europe, the Middle East and Africa and approximately 11.7% of those employees located in the United States. Most of our employees in Asia are employed in our factories. This total includes all regular, part-time, supplemental and temporary employees with no exclusions. The Median Compensated Employee for fiscal 2025 was an Operator 1, Manufacturing, in Malaysia. 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 2023-2025 Summary Compensation Table.” The fiscal 2025 annual total compensation for the Median Compensated Employee was calculated at $8,740, and our CEO’s annual total compensation was $11,547,685. The resulting ratio of annual total compensation of our CEO to our Median Compensated Employee for fiscal 2025 was 1,321 to 1.

  117. CEO Pay Ratio

    | Executive Compensation | 71 |

  118. 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 38. 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 2023-2025 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.

  119. 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) | | | Goeckeler | Tan | Goeckeler | Tan | | | | | | | | 2025 | $24,931,456 | $11,534,369 | $42,539,122 | $15,514,058 | $6,239,493 | $4,248,317 | $198 | $352 | $1,643 | $9,520 | | 2024 | $17,690,772 | | $55,036,294 | | $3,495,976 | $6,888,700 | $179 | $316 | $(765) | $6,317 | | 2023 | $11,031,692 | | $(3,260,510) | | $3,412,774 | $623,444 | $89 | $208 | $(902) | $6,255 | | 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 |

  120. Pay Versus Performance

    (1)Mr. Tan was appointed PEO effective February 21, 2025. Mr. Goeckeler was our PEO from the start of fiscal 2025 through February 21, 2025, and for each of the other years presented. The Other NEOs were: (i) for fiscal 2025, Messrs. Sennesael, Gubbi, Shihab, Jabre, Bennett and Soderbery and Ms. Tregillis; (ii) for fiscal 2024 and fiscal 2023, Messrs. Jabre, Soderbery, Ray and Sivaram; (iii) for fiscal 2022, Messrs. Jabre, Sivaram, Soderbery and Ray and Robert Eulau (our former CFO); and (iv) 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. (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 named executive officers 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.

  121. Pay Versus Performance

    | 72 | Western Digital 2025 Proxy Statement |

  122. Pay Versus Performance

    | | Fiscal 2025 | | | | | PEO (Goeckeler) | PEO (Tan) | Other NEOs | | Adjustments to Summary Compensation Table Total ($)(a) | 24,931,456 | 11,534,369 | 6,239,493 | | 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 | (20,182,423) | (8,487,926) | (4,838,035) | | 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 | 29,582,253 | 9,861,721 | 4,323,058 | | 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 | (4,406,656) | (1,171,340) | (235,433) | | 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 | 11,853,813 | 3,724,824 | 508,187 | | (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 | — | — | (1,792,482) | | Add: Fair value as of the vesting date for awards granted and vested during the covered fiscal year | 666,987 | — | 29,234 | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 93,692 | 52,410 | 14,295 | | “Compensation Actually Paid” Amounts (as calculated) | 42,539,122 | 15,514,058 | 4,248,317 |

  123. 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. (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. (4)The peer group used for this purpose is the Dow Jones U.S. Technology Hardware & Equipment Index. (5)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. Net Income in 2021 to 2022 includes Sandisk, which separated from Western Digital in 2025. To account for the Separation of Sandisk in 2025, we recast net income for 2023 and 2024 to remove costs associated with discontinued operations. The net income amount for fiscal year 2022 has been updated to reflect the revised amount, as a result of the restatement of previously reported financial information to certain errors we identified during fiscal 2024. (6)The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year. Revenue in 2021 to 2022 includes Sandisk, which separated from Western Digital in 2025. To account for the Separation of Sandisk in 2025, we recast revenue for 2023 and 2024 to remove costs associated with discontinued operations.

  124. 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. Revenue and net income in fiscal 2021 to fiscal 2022 includes Sandisk, which separated from Western Digital in fiscal 2025. To account for the Separation of Sandisk in fiscal 2025, we recast revenue for fiscal 2023 and fiscal 2024 to remove costs associated with discontinued operations.

  125. COMPENSATION ACTUALLY PAID VS. TSR

    COMPENSATION ACTUALLY PAID VS. TSR

  126. COMPENSATION ACTUALLY PAID VS. TSR

    | | Compensation Actually Paid to PEO (Goeckeler) | | Compensation Actually Paid to PEO (Tan) | | | Average Compensation Actually Paid to Non-PEO NEOs | | WDC Total Shareholder Return | | | DJ US Tech, Hardware & Equip Total Shareholder Return | | |

  127. COMPENSATION ACTUALLY PAID VS. NET INCOME

    COMPENSATION ACTUALLY PAID VS. NET INCOME

  128. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | | Compensation Actually Paid to PEO (Goeckeler) | | Compensation Actually Paid to PEO (Tan) | | | Average Compensation Actually Paid to Non-PEO NEOs | | GAAP Net Income |

  129. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | 74 | Western Digital 2025 Proxy Statement |

  130. COMPENSATION ACTUALLY PAID VS. REVENUE

    COMPENSATION ACTUALLY PAID VS. REVENUE

  131. COMPENSATION ACTUALLY PAID VS. REVENUE

    | | Compensation Actually Paid to PEO (Goeckeler) | | Compensation Actually Paid to PEO (Tan) | | | Average Compensation Actually Paid to Non-PEO NEOs | | Revenue |