DEF 14A of Western Digital Corp, Oct 5, 2026

DEF 14A of Western Digital Corp

Filed Oct 5, 2026 · FY20260001628280-26-064909

Open on EDGAR

  1. Table of Contents

    | Outstanding Equity Awards at Fiscal 2026 Year-End Table | | 60 | | Fiscal 2026 Option Exercises and Stock Vested Table | | 62 | | Fiscal 2026 Non-Qualified Deferred Compensation Table | | 62 | | Potential Payments upon Termination or Change in Control | | 63 | | CEO Pay Ratio | | 66 | | Pay Versus Performance | | 67 | | Equity Compensation Plan Information | | 71 | | Stock Ownership Information | | 72 | | Audit Committee Matters | | 74 | | PROPOSAL 3: | Ratification of Appointment of Our Independent Registered Public Accounting Firm | 74 | | Report of the Audit Committee | | 75 | | Additional Information | | 77 | | General Information About the Annual Meeting | | 77 | | Virtual Annual Meeting | | 77 | | Availability of Annual Report | | 82 | | Communication with Our Company | | 82 | | Appendix A—Non-GAAP Financial Measures | | A-1 |

  2. Nominees for Election

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

  3. Nominees for Election

    | KIMBERLY E. ALEXY, 56 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNetskope, Inc. | Past Five Years lSandisk Corporation lFive9, Inc. lMandiant, Inc. lAlteryx, Inc. | |

  4. Nominees for Election

    | MARTIN I. COLE, 70 INDEPENDENT CHAIR OF THE BOARD Director Since: December 2014 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lMr. Cole has 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 demonstrated a 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. Sagility India Limited is a public company with its securities listed for trading in India. | | CAREER HIGHLIGHTS 3i Group plc, a private equity firm lSenior adviser (2017-February 2025) Cloudera, Inc. lInterim CEO (2019-2020) 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lThe Western Union Company | Past Five Years lNone | |

  5. Nominees for Election

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

  6. Nominees for Election

    | 12 | 2026 Proxy Statement | Western Digital |

  7. Nominees for Election

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  8. Nominees for Election

    | MANUVIR DAS, 56 INDEPENDENT Director Since: May 2026 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lAs the former Head of Enterprise Computing at NVIDIA, Mr. Das brings extensive senior leadership experience in enterprise AI strategy to our Board. At NVIDIA, he worked to make AI more accessible and production-ready for enterprise customers worldwide, contributing to our Board's role in guiding our AI and technology strategies. lMr. Das has a track record of building and scaling data infrastructure businesses, having led Dell EMC's unstructured data storage business and having spent a decade at Microsoft as an original engineering leader behind the development of Microsoft Azure. lThrough his role as an Operating Partner in the Digital Infrastructure group at Stonepeak Partners LP, Mr. Das brings a current investment and operating perspective on digital infrastructure, complementing our Board's oversight of capital allocation and long-term strategy in a rapidly evolving AI-driven market. | | CAREER HIGHLIGHTS Stonepeak Partners LP, a private equity firm lOperating partner, digital infrastructure (April 2025-Present) NVIDIA lVP, enterprise computing (2019-October 2024) Dell EMC lSenior vice president of product engineering, unstructured data storage (2018-2019) lSenior vice president & general manager, unstructured data storage (2017-2018) lSenior vice president & general manager, advanced software division (2012-2017) Microsoft Corporation lGeneral manager (2002-2012) lVarious positions (1998-2002) | | | OTHER U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNone | Past Five Years lNone | |

  9. Nominees for Election

    | TUNÇ DOLUCA, 68 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 of our flash business. | | 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNone | Past Five Years lAnalog Devices, Inc. | |

  10. Nominees for Election

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

  11. Nominees for Election

    | Western Digital | 2026 Proxy Statement | 13 |

  12. Nominees for Election

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  13. Nominees for Election

    | BRUCE E. KIDDOO, 65 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. 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 (2008-2019) lVice president (2007-2008) Broadcom Corporation lActing chief financial officer (2006-2007) lVarious positions, (1999-2006) | | | OTHER U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lON Semiconductor Corporation | Past Five Years lNone | |

  14. Nominees for Election

    | MATTHEW E. MASSENGILL, 65 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNone | Past Five Years lSandisk Corporation | |

  15. Nominees for Election

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

  16. Nominees for Election

    | 14 | 2026 Proxy Statement | Western Digital |

  17. Nominees for Election

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  18. Nominees for Election

    | ROXANNE OULMAN, 55 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lKlaviyo, Inc. | Past Five Years lCalAmp Corp. | |

  19. Nominees for Election

    | STEPHANIE A. STREETER, 69 INDEPENDENT Director Since: November 2018 Committees: | SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION lAs the former CEO of two global companies, Ms. Streeter brings 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNone | Past Five Years lKohl’s Corporation lGoodyear Tire & Rubber Company | |

  20. Nominees for Election

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

  21. Nominees for Election

    | Western Digital | 2026 Proxy Statement | 15 |

  22. Nominees for Election

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  23. Nominees for Election

    | IRVING TAN, 56 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. SATS Ltd. is a public company with its securities listed for trading in Singapore. 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 U.S. LISTED PUBLIC COMPANY BOARDS | | | | | Current lNone | Past Five Years lStanley Black & Decker, Inc. | |

  24. Nominees for Election

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

  25. Nominees for Election

    | 16 | 2026 Proxy Statement | Western Digital |

  26. Nominees for Election

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  27. 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.

  28. Director Nominee Skills and Experience

    | INDEPENDENCE | TENURE | GENDER | AGE | | 89% Independent | 8 Years Median | 33% Women | 62 Years Average | | 8 Independent 1 Non-Independent | 4 <5 years 3 5-10 years 2 >10 years | 3 Women 6 Men | 4 <60 years 2 60-65 years 3 >65 years |

  29. Director Nominee Skills and Experience

    | Western Digital | 2026 Proxy Statement | 17 |

  30. Director Nominee Skills and Experience

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  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 | l | | | STRATEGIC TRANSACTIONS | l | l | l | l | l | l | l | l | l | | | MANUFACTURING | l | l | l | l | l | l | l | l | l | | | OPERATIONS AND INFRASTRUCTURE | l | l | l | l | l | l | l | l | l | | | TECHNOLOGY/INNOVATION | l | l | l | l | l | l | l | l | l | | | ARTIFICIAL INTELLIGENCE/MACHINE LEARNING | l | l | l | l | l | l | l | l | l | | | GLOBAL | l | l | l | l | l | l | l | l | l | | | FINANCE AND ACCOUNTING | l | l | l | l | l | l | l | l | l | | | CYBERSECURITY | l | l | l | l | l | l | l | l | l | | | RISK MANAGEMENT | l | l | l | l | l | l | l | l | l | | | CORPORATE ENVIRONMENTAL, SUSTAINABILITY AND CLIMATE | l | l | l | l | l | l | l | l | l | | | CORPORATE SOCIAL RESPONSIBILITY | l | l | l | l | l | l | l | l | l | | | HUMAN CAPITAL MANAGEMENT | l | 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 FISCAL 2026, OUR BOARD CONDUCTED A RIGOROUS DIRECTOR ASSESSMENT AS PART OF OUR ONGOING BOARD EVALUATION AND REFRESHMENT PROCESSES TO PROMOTE ALIGNMENT OF BOARD SKILLS WITH OUR EVOLVING BUSINESS NEEDS AND SUPPORT EFFECTIVE OVERSIGHT OF OUR LONG-TERM STRATEGY. |

  35. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | 18 | 2026 Proxy Statement | Western Digital |

  36. DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  37. Director Compensation

    Director Compensation

  38. Fiscal 2026 Director Compensation Program for Non-Employee Directors

    Fiscal 2026 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 considering 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 2026 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 2026 for non-employee directors. We did not make any changes to the program for fiscal 2026 as compared to the fiscal 2025 director compensation program and there are currently no planned changes to the non-employee director compensation program for fiscal 2027.

  39. Director Compensation Table for Fiscal 2026

    Director Compensation Table for Fiscal 2026 The table below summarizes the compensation for fiscal 2026 for each of our non-employee directors serving on our Board of Directors in fiscal 2026. Mr. Tan was a named executive officer for fiscal 2026 and did not receive any additional compensation for his service as a director during fiscal 2026. Information regarding his compensation for fiscal 2026 is presented in the “Fiscal 2024-2026 Summary Compensation Table” and the related explanatory tables.

  40. Director Compensation Table for Fiscal 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Kimberly E. Alexy | 125,000 | 222,265 | 347,265 | | Martin I. Cole | 210,000 | 268,540 | 478,540 | | Manuvir Das(2) | 48,767 | 405,030 | 453,797 | | Tunç Doluca | 120,000 | 222,265 | 342,265 | | Bruce E. Kiddoo | 110,000 | 222,265 | 332,265 | | Matthew E. Massengill(3) | 85,000 | 222,265 | 307,265 | | Roxanne Oulman | 112,500 | 222,265 | 334,765 | | Stephanie A. Streeter | 122,500 | 222,265 | 344,765 |

  41. Director Compensation Table for Fiscal 2026

    (1)The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2026 computed in accordance with Accounting Standards Codification 718 (“ASC 718”) using the closing price of our common stock on the grant date. With the exception of Mr. Das, who did not receive an equity grant on the date of our 2025 Annual Meeting (November 20, 2025) because he was not a member of our Board of Directors at that time, each non-employee director was automatically granted 1,585 RSUs (1,915 RSUs for our Chair of the Board). Mr. Das was appointed to our Board on May 26, 2026, and upon such appointment, received a prorated grant of 772 RSUs, with a grant date fair value of $405,030.

  42. Director Compensation Table for Fiscal 2026

    | Western Digital | 2026 Proxy Statement | 37 |

  43. Director Compensation Table for Fiscal 2026

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  44. Director Compensation Table for Fiscal 2026

    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 July 3, 2026:

  45. Director Compensation Table for Fiscal 2026

    | Name | Aggregate Number of Unvested Restricted Stock Units | Aggregate Number of Deferred Stock Units | | Kimberly E. Alexy | 1,587 | — | | Martin I. Cole | 1,918 | — | | Manuvir Das | 772 | — | | Tunç Doluca | 1,587 | — | | Bruce E. Kiddoo | 1,587 | — | | Matthew E. Massengill | 1,587 | 27,421 | | Roxanne Oulman | 1,587 | — | | Stephanie A. Streeter | 1,587 | — |

  46. Director Compensation Table for Fiscal 2026

    (2)The amount shown in the Fees Earned or Paid in Cash column includes a prorated annual retainer in the amount of $41,452 and prorated annual committee retainer in the amount of $7,315 paid to Mr. Das in connection with his appointment to our Board and the Audit Committee on May 26, 2026. (3)Mr. Massengill elected to defer 20% of his cash compensation earned in calendar year 2025 and 100% of his fiscal 2026 RSU award.

  47. Our Named Executive Officers

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  48. OPERATING INCOME(1)

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  49. Elements of Our Fiscal 2026 Executive Compensation Program

    Elements of Our Fiscal 2026 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 align with stockholder value creation. The key components of our executive compensation program are summarized below. Our fiscal 2026 equity awards were comprised of 50% performance stock units (“PSUs”) (60% for our CEO) and 50% RSUs (40% for our CEO), consistent with our past equity award structure and our commitment to prioritize performance-based pay to closely align executive incentives with company and stockholder outcomes. More than 90% of our CEO and 80% of our other NEO annual compensation was performance based and at-risk.

  50. Elements of Our Fiscal 2026 Executive Compensation Program

    | PAY MIX | | | | | | | | | CEO FY26 | | | | OTHER NEOs FY26 | | | | | | | | | | | | | | 7% | 10% | 50% | 33% | 13% | 13% | 37% | 37% | | Base Salary | Target Bonus | Annual PSUs | Annual RSUs | Base Salary | Target Bonus | Annual PSUs | Annual RSUs | | 17% | | 83% | | 26% | | 74% | | | Annual | | Long-Term Incentive | | Annual | | Long-Term Incentive | |

  51. Elements of Our Fiscal 2026 Executive Compensation Program

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  52. Elements of Our Fiscal 2026 Executive Compensation Program

    | | FISCAL 2026 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”) | lAnnual performance-based cash incentive compensation | lMotivates executive officers to drive annual growth and financial performance lEncourages accountability by rewarding achievement of corporate and individual performance objectives 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 (70% weighting) lRevenue (30% weighting) lIndividual performance modifier (+/- 20%) tied to specific individual performance goals lIndividual performance modifier does not increase award payout if non-GAAP operating income is below threshold lIncludes ESG measures lSTI payouts are capped at 200% of target | | | | | PSUs | lVariable performance-based equity compensation lThree-year performance period with annual performance targets 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 | lAdjusted Free Cash Flow (50%) lNon-GAAP EPS (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 lPSU financial metrics payout capped at 200% of target | | | | | RSUs | lVariable service-based equity compensation 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 |

  53. Elements of Our Fiscal 2026 Executive Compensation Program

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  54. Paying for Performance: Fiscal 2026 Performance Results and Payouts

    Paying for Performance: Fiscal 2026 Performance Results and Payouts The executive incentive compensation plan payouts align with the Compensation and Talent Committee’s pay-for-performance philosophy.

  55. Paying for Performance: Fiscal 2026 Performance Results and Payouts

    | Award | Fiscal 2026 Payouts | | STI payout for Fiscal 2026 | | | Fiscal 2026 STI Average Payout % | 200% | | LTI payout for Fiscal 2026 | | | Fiscal 2024-2026 PSUs | N/A(1) |

  56. Paying for Performance: Fiscal 2026 Performance Results and Payouts

    (1)No current NEOs held fiscal 2024-2026 PSUs awards and, therefore, none received PSU payouts for fiscal 2026.

  57. Paying for Performance: Fiscal 2026 Performance Results and Payouts

    | 46 | 2026 Proxy Statement | Western Digital |

  58. Paying for Performance: Fiscal 2026 Performance Results and Payouts

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  59. 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. | |

  60. Our Compensation Policies and Practices

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  61. Process for Determining Executive Compensation

    | | | | EXTERNAL AND INTERNAL FACTORS lOur compensation philosophy and objectives lOur pay positioning relative to our compensation peer group and select 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 separation of our flash business lMarket performance and general economic conditions | COMPENSATION CONSULTANT lA competitive market analysis prepared by the committee’s independent compensation consultant based on market data drawn from the compensation peer group and select broad compensation surveys | | | | | | MANAGEMENT lOur CEO’s recommendations for our other executive officers (not including himself) based on an evaluation of their individual performance lOur CFO’s input on the 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 our annual stockholder outreach and engagement efforts |

  62. Process for Determining Executive Compensation

    The Compensation and Talent Committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant in fiscal 2026. 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 2026 and its responsibilities generally included: lReviewing our executive compensation program and advising on program design considerations, including the performance metrics used in our incentive compensation program lReviewing our director compensation program design and providing a competitive market analysis on pay levels for the non-employee members of our Board of Directors lProviding recommendations regarding the composition of our compensation peer group, including advising on the characteristics and comparability of individual peer companies lPreparing a competitive market analysis based on data drawn from our compensation peer group and selected broad compensation surveys lProviding information on compensation trends and regulatory developments, reviewing our executive compensation policies and practices and providing assistance with our executive compensation-related disclosures lAdvising on other ad hoc compensation-related matters 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 2026 and currently does not raise any conflicts of interest.

  63. Process for Determining Executive Compensation

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  64. Comparative Market Data

    Comparative Market Data The Compensation and Talent Committee selects companies for and approves the composition of our compensation peer group, reevaluating the composition of this group on an annual basis with the support of its independent compensation consultant. For fiscal 2026, our independent compensation consultant prepared a competitive market analysis of executive compensation practices for review by the Compensation and Talent Committee. In addition to market data drawn from the companies in the compensation peer group, additional 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 compensation 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 our independent compensation consultant, the committee considered the analysis of this market data and industry practices during its annual review of the competitiveness of our compensation levels and the appropriate mix of compensation elements for our named executive officers. This competitive market analysis provided the committee with a reference point for its deliberations and served as one of several factors that it used to make compensation decisions as outlined above.

  65. Compensation Peer Group

    Compensation Peer Group For fiscal 2026 compensation decisions and incentive program design, the Compensation and Talent Committee selected a peer group consisting of technology companies that compete with us for talent and are comparable in size (primarily by revenue) and business profile. Like us, many companies included in our compensation peer group are included in the Dow Jones U.S. Technology Hardware & Equipment Index. In selecting companies for our compensation peer group, the Compensation and Talent Committee focused primarily on industry, competitive 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 measure when selecting peers for executive compensation purposes. As part of its decision process, the committee also considered other factors during its deliberations, including comparative market capitalization and profitability metrics. Following its annual review, the committee revised and approved the compensation peer group for fiscal 2026, as follows: Companies Added: Applied Materials, Inc.; Emerson Electric Co. Companies Removed: No companies were removed.

  66. Compensation Peer Group

    | Amkor Technology, Inc. Amphenol Corporation Applied Materials, Inc. Arista Networks, Inc. Ciena Corporation Coherent Corp. Corning Incorporated | Emerson Electric Co. Everpure, Inc. (fka Pure Storage, Inc.) Juniper Networks, Inc. Keysight Technologies, Inc. KLA Corporation Lam Research Corporation Logitech International S.A. | Motorola Solutions, Inc. NetApp, Inc. Seagate Technology Holdings plc Teledyne Technologies Incorporated Xerox Holdings Corporation Zebra Technologies Corporation |

  67. Consideration of Say-on-Pay Results and Stockholder Feedback

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  68. Short-Term Incentives

    Short-Term Incentives

  69. Fiscal 2026 Target Incentive Award Opportunities

    Fiscal 2026 Target Incentive Award Opportunities

  70. Fiscal 2026 Target Incentive Award Opportunities

    | 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% |

  71. Fiscal 2026 Target Incentive Award Opportunities

    (1)Reflects annual target incentive award opportunity at the end of fiscal 2026 for each named executive officer.

  72. Fiscal 2026 Target Incentive Award Opportunities

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  73. Fiscal 2026 Target Incentive Award Opportunities

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  74. Fiscal 2026 STI Design and Performance

    Fiscal 2026 STI Design and Performance Our STI program provides our executives and other eligible employees an opportunity to share in any success that they help create by aligning annual incentive compensation with our company’s annual performance. The STI program encourages the achievement of our annual business goals and rewards attainment of those goals based on Company and individual performance as measured against achievement of those annual objectives.

  75. Fiscal 2026 STI Design and Performance

    | | | | | | | | | Non-GAAP Operating Income | | Revenue | | Individual Modifier (+/-20%) | | Payout (Capped at 200%) | | 70% | | 30% | | | | | | 0%-200% Performance Range for Each Metric | | | | | | |

  76. Fiscal 2026 Individual Performance Modifier

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  77. FISCAL 2026 STI PAYOUTS

    FISCAL 2026 STI PAYOUTS The table below shows the inputs used for the calculation of the actual STI payouts for fiscal 2026 for each NEO. The actual corporate performance achievement against each of the approved corporate financial metrics was 200% of the pre-established target performance level. As a result, our named executive officers received the following payouts under our STI program:

  78. FISCAL 2026 STI PAYOUTS

    | Named Executive Officers | Corporate Payout % (100% Weighting) | Modifier % (+/-20% of Corporate Payout) | STI Payout (%) | STI Payout ($) | | Irving Tan(1) | 200% | +20.0% | 200% | 3,354,939 | | Kris Sennesael | 200% | +12.5% | 200% | 1,430,000 | | Vidyadhara K. Gubbi | 200% | +15.0% | 200% | 1,088,846 | | Ahmed M. Shihab | 200% | +10.0% | 200% | 1,292,192 | | Cynthia L. Tregillis | 200% | +2.5% | 200% | 1,167,770 |

  79. FISCAL 2026 STI PAYOUTS

    (1)Mr. Tan is based in Singapore and is paid in SGD. Amount paid was converted to USD using 0.77614, the average exchange rate for June 2026.

  80. Long-Term Incentives: Fiscal 2026 Equity Awards

    Long-Term Incentives: Fiscal 2026 Equity Awards

  81. Fiscal 2026 Annual LTI Awards

    Fiscal 2026 Annual LTI Awards Our named executive officers received long-term incentive (“LTI”) awards in August 2025 consisting of a mix of PSUs and RSUs. The named executive officers’ RSU awards are scheduled to vest with respect to 25% of the award on the first anniversary of the grant date and with respect to 6.25% of the award quarterly thereafter over the subsequent three-year period. The vesting provisions of the fiscal 2026-2028 PSU awards are described below under the section entitled “Fiscal 2026-2028 PSU Awards”.

  82. Fiscal 2026 Annual LTI Awards

    | Named Executive Officers | Total LTI Target Grant Value ($)(1) | LTI Vehicle Mix | | | | | PSUs | RSUs | | Irving Tan | 14,000,000 | 60% | 40% | | Kris Sennesael | 5,250,000 | 50% | 50% | | Vidyadhara K. Gubbi | 2,500,000 | 50% | 50% | | Ahmed M. Shihab | 4,200,000 | 50% | 50% | | Cynthia L. Tregillis | 2,500,000 | 50% | 50% |

  83. Fiscal 2026 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 2024-2026 Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below) are attributable to the requirements of the applicable U.S. financial accounting standards, including the use of a Monte Carlo simulation to determine the grant date fair value of the PSUs. In addition, under these financial accounting standards, the grant date fair value for a multi-year PSU award where the performance metrics and related targets are approved on an annual basis for each portion of the award is not determined until the fiscal year in which the performance metrics and targets for that portion of the awards are established. The performance metrics for the fiscal 2026-2028 PSU awards are determined annually by the committee for each annual performance period. Accordingly, only the grant date fair value for the portion attributable to fiscal 2026 is reflected in the “Fiscal 2024-2026 Summary Compensation Table” and the “Grants of Plan-Based Awards Table” for this portion of the award. The total LTI target grant value in the preceding table reflects the total target award value for the entire three-year performance cycle.

  84. Fiscal 2026 Annual LTI Awards

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  85. Fiscal 2026 Annual LTI Awards

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  86. Long-Term Incentives: PSU Design and Performance

    Long-Term Incentives: PSU Design and Performance

  87. Fiscal 2026-2028 PSU Awards

    Fiscal 2026-2028 PSU Awards With respect to the fiscal 2026-2028 PSU awards, the Compensation and Talent Committee decided to retain the award design and structure of the fiscal 2025-2027 PSU awards with only one material change - substituting adjusted free cash flow(1) for the revenue performance measure used in the prior fiscal year’s award (with revenue being added as a performance metric in the fiscal 2026 STI program). Similar to the fiscal 2025-2027 PSUs, the fiscal 2026-2028 awards include annual financial metrics with annual payouts that are averaged to determine a three-year payout percentage. This payout percentage is then modified upwards or downwards based on relative TSR measured by the full three-year performance cycle. 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 because the index also includes a majority of the companies in our compensation peer group. The index also includes companies that 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 cycles than our smaller compensation peer group, which periodically must be reconstituted because of mergers and acquisition activity. We review the composition of our compensation peer group and the index periodically to ensure we are using the most appropriate benchmark as our strategy and the competitive market evolves. Generally, our executive officers must remain employed through the entire three-year performance cycle to earn and vest in the awards. (1)See Appendix A to this Proxy Statement for a reconciliation of cash flows provided by operating activities to adjusted free cash flow.

  88. Fiscal 2026-2028 PSU Awards

    | Western Digital | 2026 Proxy Statement | 53 |

  89. Fiscal 2026-2028 PSU Awards

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  90. Fiscal 2026 Performance Period PSU Goals

    Fiscal 2026 Performance Period PSU Goals The Compensation and Talent Committee typically approves performance targets for each performance period in August of each fiscal year. Accordingly, in August 2025, the committee set the following fiscal 2026 non-GAAP EPS and adjusted free cash flow goals for our CEO’s fiscal 2026-2027 PSUs granted in March 2025 as part of his promotion award, and our fiscal 2026-2028 PSUs granted in August 2025:

  91. Fiscal 2026 Performance Period PSU Goals

    | Financial Metrics(1) | Threshold (50%) ($) | Target (100%) ($) | Max (200%) ($) | Actual Performance ($) | Achievement (%) | | Non-GAAP EPS | 2.92 | 5.84 | 7.59 | 10.22 | 200% | | Adjusted Free Cash Flow (in millions) | 742 | 1,483 | 1,928 | 3,670 | 200% | | Weighted Payout | | | | | 200% |

  92. Fiscal 2026 Performance Period PSU Goals

    1 See Appendix A to this Proxy Statement for a reconciliation of GAAP EPS to non-GAAP EPS and cash flows provided by operating activities to adjusted free cash flow.

  93. Fiscal 2026 Performance Period PSU Goals

    | | FY2026 | | FY2027 | | | FY2028 | | | | | | | | Three-Year Average Payout % (0%-200%) TBD | | | | | | | | | | Fiscal 2026 - 2028 PSU Awards | One-Year Adjusted Free Cash Flow and non-GAAP EPS Payout 200% | | One-Year Adjusted Free Cash Flow and non-GAAP EPS Payout TBD | | | One-Year Adjusted Free Cash Flow and non-GAAP EPS Payout TBD | | | | Three-Year Relative TSR Modifier (+/-10%) | | | | Two-Year Average Payout % (0%-200%) TBD | | | | | | | | | | Fiscal 2026 - 2027 CEO Grant | One-Year Adjusted Free Cash Flow and non-GAAP EPS Payout 200% | | One-Year Adjusted Free Cash Flow and non-GAAP EPS Payout TBD | | | | Two-Year Relative TSR Modifier (+/-10%) | | | |

  94. Fiscal 2026 Performance Period PSU Goals

    The actual number of units to be earned from these awards will be determined by averaging the achievement levels over the entire two- or three-year performance cycle subject to the applicable payout percentage cap.

  95. Fiscal 2026 Performance Period PSU Goals

    | 54 | 2026 Proxy Statement | Western Digital |

  96. Fiscal 2026 Performance Period PSU Goals

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  97. 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. No tax gross-ups are awarded in connection with severance or change-in-control. Any tax gross-ups paid to our named executive officers are disclosed in our “Fiscal 2024-2026 Summary Compensation Table.” Company policy permits our CEO to use private aircraft for non-business travel to maximize his business availability and productivity. Our CEO is required to reimburse our company for the aggregate incremental cost incurred by our company in connection with any such non-business use in excess of $250,000 per fiscal year. He is fully responsible for all personal income taxes associated with such personal usage. | | 401(k) Plan Benefits | We provide retirement benefits to our executive officers and other eligible employees under the terms of our 401(k) Plan. Eligible employees may contribute up to 85% of their annual cash compensation up to a maximum amount allowed by the Internal Revenue Code, and are also eligible for any matching contributions. 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 2026. | | 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.” The Compensation and Talent Committee believes these severance payments and benefits are appropriate considering severance protections available to executive officers in the companies in our compensation 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, including in the event of a change in control of our company. |

  98. Other Program Features and Policies

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  99. Employment Agreements

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

  100. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are discretionary and are generally granted to our executive officers, including our named executive officers, in August of each year. In certain circumstances, including the hiring or promotion of an executive 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 2026, and our company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  101. Fiscal 2024-2026 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Irving Tan(4) Chief Executive Officer | 2026 | 1,106,718 | — | 12,623,995 | 3,354,939 | 83,049 | 17,168,701 | | | 2025 | 835,751 | 61,005(5) | 8,487,926 | 1,754,065 | 26,549 | 11,165,296 | | Kris Sennesael Executive Vice President and Chief Financial Officer | 2026 | 715,000 | — | 4,981,467 | 1,430,000 | 19,050 | 7,145,517 | | | 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 | 2026 | 544,424 | — | 1,791,995 | 1,088,846 | 17,461 | 3,442,726 | | | 2025 | 423,846 | — | 3,165,490 | 520,470 | 8,579 | 4,118,385 | | Ahmed M. Shihab Executive Vice President and Chief Product Officer | 2026 | 646,097 | 1,500,000(7) | 3,010,474 | 1,292,192 | 14,383 | 6,463,146 | | | 2025 | 165,577 | — | 6,999,974 | 266,248 | 4,967 | 7,436,766 | | Cynthia L. Tregillis Executive Vice President, Chief Legal Officer and Secretary | 2026 | 583,885 | — | 1,791,995 | 1,167,770 | 8,150 | 3,551,800 | | | 2025 | 573,077 | — | 3,146,200 | 733,279 | 9,473 | 4,462,029 |

  102. Fiscal 2026 Grants of Plan-Based Awards Table

    Fiscal 2026 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 2026.

  103. Fiscal 2026 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 | | — | 1,650,000 | 3,354,939 | — | — | — | — | — | | | 2026-2027 PSUs(2) | 8/25/25 | — | — | — | — | 41,481 | 91,258 | — | 3,537,500 | | | 2026-2028 PSUs(3) | 8/26/25 | — | — | — | — | 37,081 | 81,578 | — | 3,175,042 | | | RSUs(4) | 8/26/25 | — | — | — | — | — | — | 74,162 | 5,911,453 | | Kris Sennesael | STI | | — | 715,000 | 1,430,000 | — | — | — | — | — | | | 2026-2028 PSUs(3) | 8/25/25 | — | — | — | — | 14,316 | 31,495 | — | 1,218,291 | | | 2026-2028 PSUs(3) | 8/26/25 | — | — | — | — | 11,588 | 25,494 | — | 992,217 | | | RSUs(4) | 8/26/25 | — | — | — | — | — | — | 34,763 | 2,770,959 | | Vidyadhara K. Gubbi | STI | | — | 550,000 | 1,100,000 | — | — | — | — | — | | | 2026-2028 PSUs(3) | 8/26/25 | — | — | — | — | 5,518 | 12,140 | — | 472,476 | | | RSUs(4) | 8/26/25 | — | — | — | — | — | — | 16,554 | 1,319,519 | | Ahmed M. Shihab | STI | | — | 650,000 | 1,300,000 | — | — | — | — | — | | | 2026-2028 PSUs(3) | 8/26/25 | — | — | — | — | 9,270 | 20,394 | — | 793,739 | | | RSUs(4) | 8/26/25 | — | — | — | — | — | — | 27,810 | 2,216,735 | | Cynthia L. Tregillis | STI | | — | 585,000 | 1,170,000 | — | — | — | — | — | | | 2026-2028 PSUs(3) | 8/26/25 | — | — | — | — | 5,518 | 12,140 | — | 472,476 | | | RSUs(4) | 8/26/25 | — | — | — | — | — | — | 16,554 | 1,319,519 |

  104. Fiscal 2026 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 13 in the Notes to Consolidated Financial Statements included in our 2026 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 25, 2025 for the 2026 performance period under the 2026-2027 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $85.28 per share, (ii) August 25, 2025 for the 2026 performance period under the 2026-2028 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $85.10 per share, and (iii) August 26, 2025 for the 2026 performance period under the 2026-2028 PSUs using a Monte Carlo simulation, which resulted in a simulated award value of $85.62 per share, based on certain assumptions. (2)Represents the 2026 annual performance period portion of the PSU award granted to the named executive officer for the two-year performance period covering fiscal 2026 through 2027, subject to cliff vesting on August 21, 2027, based on our achievement of specified non-GAAP EPS and adjusted free cash flow 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 standards, 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 2026 and 2027. Accordingly, only the grant date fair value for the portion attributable to fiscal 2026 annual targets of such award is reflected. (3)Represents the 2026 annual performance period portion of the PSU award granted to the named executive officer for the three-year performance period covering fiscal 2026 through 2028, subject to cliff vesting on August 26, 2028, based on our achievement of specified non-GAAP EPS and adjusted free cash flow 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 standards, 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

  105. Fiscal 2026 Grants of Plan-Based Awards Table

    | Western Digital | 2026 Proxy Statement | 59 |

  106. Fiscal 2026 Grants of Plan-Based Awards Table

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  107. Fiscal 2026 Grants of Plan-Based Awards Table

    2026, 2027 and 2028. Accordingly, only the grant date fair value for the portion attributable to fiscal 2026 annual targets of such award is reflected. (4)Represents an annual LTI RSU award granted to the named executive officer, which is scheduled to vest with respect to 25% on the first anniversary of the grant date and 6.25% quarterly thereafter for three years.

  108. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    Outstanding Equity Awards at Fiscal 2026 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 July 3, 2026. The amount shown for the market value of the stock awards is based on the closing price of our common stock ($539) on July 2, 2026, the last trading day of fiscal 2026.

  109. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Irving Tan | 8/20/2022 | — | — | — | — | 3,345(1) | 1,802,955 | — | — | | | 8/25/2023 | — | — | — | — | 40,388(1) | 21,769,132 | — | — | | | 6/20/2024 | — | — | — | — | 52,564(2) | 28,331,996 | — | — | | | 8/21/2024 | — | — | — | — | 56,762(1) | 30,594,718 | — | — | | | 3/3/2025 | — | — | — | — | 27,763(3) | 14,964,257 | 183,241(4) | 98,766,899 | | | 8/26/2025 | — | — | — | — | 74,332(1) | 40,064,948 | 245,294(5) | 132,213,466 |

  110. Outstanding Equity Awards at Fiscal 2026 Year-End Table

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  111. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  112. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Kris Sennesael | 5/12/2025 | — | — | — | — | 97,013(6) | 52,290,007 | 94,857(5) | 51,127,923 | | | 8/26/2025 | — | — | — | — | 34,843(1) | 18,780,377 | 76,654(5) | 41,316,506 | | Vidyadhara K. Gubbi | 8/20/2022 | — | — | — | — | 1,197(1) | 645,183 | — | — | | | 8/25/2023 | — | — | — | — | 11,535(1) | 6,217,365 | — | — | | | 8/21/2024 | — | — | — | — | 12,613(1) | 6,798,407 | — | — | | | 3/3/2025 | — | — | — | — | 24,915(7) | 13,429,185 | — | — | | | 8/26/2025 | — | — | — | — | 16,592(1) | 8,943,088 | 36,502(5) | 19,674,578 | | Ahmed M. Shihab | 3/17/2025 | — | — | — | — | 91,608(7) | 49,376,712 | — | — | | | 8/26/2025 | — | — | — | — | 27,874(1) | 15,024,086 | 61,322(5) | 33,052,558 | | Cynthia L. Tregillis | 8/20/2022 | — | — | — | — | 967(1) | 521,213 | — | — | | | 8/25/2023 | — | — | — | — | 9,807(1) | 5,285,973 | — | — | | | 1/20/2024 | — | — | — | — | 23,294(1) | 12,555,466 | — | — | | | 8/21/2024 | — | — | — | — | 25,383(1) | 13,681,437 | — | — | | | 3/3/2025 | — | — | — | — | 12,457(7) | 6,714,323 | — | — | | | 8/26/2025 | — | — | — | — | 16,592(1) | 8,943,088 | 36,502(5) | 19,674,578 |

  113. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    (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)This RSU award is scheduled to vest 12.5% on the 15-month anniversary of the grant date and then 12.5% quarterly thereafter. (3)This RSU award is scheduled to vest in substantially equal annual installments over two years. (4)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 fiscal 2027 performance targets were not set during or prior to fiscal 2026 (and thus such portions were not deemed granted during fiscal 2026), the stock units relating to such portions have been included above. The numbers above reflect payment at maximum level, which is 220% of the target number of stock units of the full award. (5)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 fiscal 2027 and 2028 performance targets were not set during fiscal 2026 (and thus such portions were not deemed granted during fiscal 2026), the stock units relating to such portions have been included above. The numbers above reflect payment at maximum level, which is 220% 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 RSU award is scheduled to vest with respect to 33.33% on the first anniversary of the grant date and 8.33% quarterly thereafter.

  114. Outstanding Equity Awards at Fiscal 2026 Year-End Table

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  115. Outstanding Equity Awards at Fiscal 2026 Year-End Table

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  116. Fiscal 2026 Option Exercises and Stock Vested Table

    Fiscal 2026 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 2026. There were no stock option award exercises in fiscal 2026.

  117. Fiscal 2026 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Irving Tan | 227,690 | 47,740,572 | | Kris Sennesael | 75,397 | 22,620,193 | | Vidyadhara K. Gubbi | 58,564 | 14,908,653 | | Ahmed M. Shihab | 65,427 | 25,744,960 | | Cynthia L. Tregillis | 59,845 | 12,248,832 |

  118. Fiscal 2026 Option Exercises and Stock Vested Table

    (1)The value realized on the vesting of stock awards (and corresponding dividend equivalents) is based on the closing price of our common stock on the applicable vesting date (or, for PSUs, the applicable payment date) of the awards.

  119. Fiscal 2026 Non-Qualified Deferred Compensation Table

    Fiscal 2026 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 2024-2026 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 2026, including as to RSUs and PSUs that vested but as to which payment was deferred until after fiscal 2026.

  120. Fiscal 2026 Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in 2026 ($) | Registrant Contributions in 2026 ($) | Aggregate Earnings in 2026 ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at July 3, 2026 ($)(2) | | Irving Tan | — | — | — | — | — | | Kris Sennesael | — | — | — | — | — | | Vidyadhara K. Gubbi | 151,420 | — | 752,533(3) | — | 5,023,407 | | Ahmed M. Shihab | — | — | — | — | — | | Cynthia L. Tregillis | — | — | — | — | — |

  121. Fiscal 2026 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 2024-2026 Summary Compensation Table” above. (2)The balances reported represent compensation already reported in the “Fiscal 2024-2026 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.

  122. Fiscal 2026 Non-Qualified Deferred Compensation Table

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  123. Fiscal 2026 Non-Qualified Deferred Compensation Table

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  124. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  125. 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 the table 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 July 3, 2026 lThe price per share of our common stock is equal to the closing price of our common stock on July 2, 2026 ($539), the last trading day in fiscal 2026 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

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

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

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  128. 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 | — | 5,500,000 | 3,850,000 | — | — | | | RSU Acceleration(4) | 137,528,363 | 137,528,363 | 27,965,920 | — | 55,651,179 | | | PSU Acceleration(5) | 104,991,140 | 104,991,140 | 42,948,349 | — | 42,948,349 | | | Continuation of Benefits(6) | — | 36,724 | 24,644 | — | — | | | Value of Outplacement Services | — | — | — | — | — | | | TOTAL | 242,519,503 | 248,056,227 | 74,788,913 | — | 98,599,528 | | Kris Sennesael | Cash Severance | — | 2,860,000 | 2,145,000 | — | — | | | RSU Acceleration(4) | 71,069,955 | 71,069,955 | 4,005,057 | — | 35,534,978 | | | PSU Acceleration(5) | 42,020,168 | 42,020,168 | 14,185,152 | — | 14,185,152 | | | Continuation of Benefits(6) | — | 53,940 | 36,197 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 113,090,123 | 116,004,063 | 20,374,606 | — | 49,720,130 | | Vidyadhara K. Gubbi | Cash Severance | — | 2,200,000 | 1,650,000 | — | — | | | RSU Acceleration(4) | 36,032,776 | 36,032,776 | 3,742,447 | — | 15,418,339 | | | PSU Acceleration(5) | 8,943,018 | 8,943,018 | 3,018,981 | 3,018,981 | 3,018,981 | | | Continuation of Benefits(6) | — | 61,330 | 41,156 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 44,975,794 | 47,237,124 | 8,455,784 | 3,018,981 | 18,437,320 | | Ahmed M. Shihab | Cash Severance | — | 2,600,000 | 1,950,000 | — | — | | | RSU Acceleration(4) | 64,400,727 | 64,400,727 | 4,509,269 | — | 32,200,363 | | | PSU Acceleration(5) | 15,023,881 | 15,023,881 | 5,071,756 | — | 5,071,756 | | | Continuation of Benefits(6) | — | 77,787 | 52,199 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 79,424,608 | 82,102,395 | 11,586,424 | — | 37,272,119 | | Cynthia L. Tregillis | Cash Severance | — | 2,340,000 | 1,755,000 | — | — | | | RSU Acceleration(4) | 47,701,501 | 47,701,501 | 5,072,502 | — | 16,809,409 | | | PSU Acceleration(5) | 8,943,018 | 8,943,018 | 3,018,981 | — | 3,018,981 | | | Continuation of Benefits(6) | — | 89,669 | 60,172 | — | — | | | Value of Outplacement Services | — | — | 3,200 | — | — | | | TOTAL | 56,644,519 | 59,074,188 | 9,909,855 | — | 19,828,390 |

  129. 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 July 3, 2026, only Mr. Gubbi 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 July 3, 2026. These intrinsic values were based on the closing price of our common stock on July 2, 2026 ($539). These amounts also include accrued dividend equivalents with respect to the portion of the RSU that would have accelerated as of July 3, 2026. (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 July 3, 2026. These intrinsic values were calculated by multiplying (i) the closing price of our common stock on July 2, 2026 ($539), by (ii) the target number of PSUs or, if applicable, the credited amount, that would have remained outstanding and eligible to vest as of July 3, 2026. 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 July 3, 2026. (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.

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

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

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  132. 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 2026 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 2026 and the relevant employee’s hourly wage rate as in effect on April 3, 2026. For salaried employees, we calculated base salary using the relevant employee’s annual salary level as in effect on April 3, 2026. We annualized Target Total Cash for all permanent employees who did not work the full fiscal 2026. To identify our Median Compensated Employee for fiscal 2026, we used our global employee population effective as of April 3, 2026. As of this date, our employee population was 40,550 employees, with approximately 88% of those employees located in Asia, approximately 1% of those employees located in Europe, the Middle East and Africa and approximately 11% 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 2026 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 2024-2026 Summary Compensation Table.” The fiscal 2026 annual total compensation for the Median Compensated Employee was calculated at $11,787, and our CEO’s annual total compensation was $17,168,701. The resulting ratio of annual total compensation of our CEO to our Median Compensated Employee for fiscal 2026 was 1,457 to 1.

  133. CEO Pay Ratio

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  134. CEO Pay Ratio

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  135. 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 “Executive Compensation—Compensation Discussion and Analysis” beginning on page 42. 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 2024-2026 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.

  136. 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 | | | | | | | | 2026 | | $17,168,701 | | $257,464,053 | $5,150,797 | $80,686,884 | $1,021 | $383 | $9,424 | $12,919 | | 2025 | $24,931,456 | $11,165,296 | $42,539,122 | $15,144,985 | $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 |

  137. Pay Versus Performance

    (1)Mr. Tan was appointed PEO effective February 22, 2025. David 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 2026, Messrs. Sennesael, Gubbi, Shihab and Ms. Tregillis (ii) for fiscal 2025, Messrs. Sennesael, Gubbi, Shihab, Jabre, Bennett and Soderbery and Ms. Tregillis; (iii) for fiscal 2024 and fiscal 2023, Messrs. Jabre, Soderbery, Ray and Sivaram; and (iv) for fiscal 2022, Messrs. Jabre, Sivaram, Soderbery and Ray and Robert Eulau (our former CFO). 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. The fiscal 2025 amount reported for Mr. Tan reflects the updated corresponding “Total” column in the “Fiscal 2024-2026 Summary Compensation Table” above. (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.

  138. Pay Versus Performance

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  139. Pay Versus Performance

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  140. Pay Versus Performance

    | | Fiscal 2026 | | | Adjustments to Summary Compensation Table Total(a) | PEO | Other NEOs | | Summary Compensation Table Total ($) | 17,168,701 | 5,150,797 | | Adjustments for stock awards and option awards: | | | | (Deduct): Stock awards and option awards totals as included in the Summary Compensation Table Total for the covered fiscal year | (12,623,995) | (2,893,983) | | 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 | 83,943,968 | 22,347,991 | | 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 | 33,212,088 | 14,725,065 | | 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 | 134,866,395 | 41,058,403 | | (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 | — | — | | Add: Fair value as of the vesting date for awards granted and vested during the covered fiscal year | — | — | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 896,896 | 298,611 | | “Compensation Actually Paid” Amounts (as calculated) | 257,464,053 | 80,686,884 |

  141. 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. To account for the separation of Sandisk in 2025, net income for 2025, 2024 and 2023 are reflected on a continuing operations basis with the net income attributable to Sandisk reported in discontinued operations. Net income in 2022 includes Sandisk, as separate results for Sandisk are not available for that year. (6)The dollar amounts reported represent the amount of revenue reflected in our audited financial statements for the applicable fiscal year. To account for the separation of Sandisk in 2025, revenue for 2025, 2024 and 2023 are reflected on a continuing operations basis with the revenue attributable to Sandisk reported in discontinued operations. Revenue in 2022 includes Sandisk, as separate results for Sandisk are not available for that year.

  142. 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 “Executive Compensation—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. To account for the separation of Sandisk in fiscal 2025, net income and revenue for fiscal 2025, 2024 and 2023 are reflected on a continuing operations basis with the net income and revenue attributable to Sandisk reported in discontinued operations. Net income and Revenue in fiscal 2022 includes Sandisk, as separate results for Sandisk are not available for that year.

  143. COMPENSATION ACTUALLY PAID VS. TSR

    COMPENSATION ACTUALLY PAID VS. TSR

  144. 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 | | |

  145. COMPENSATION ACTUALLY PAID VS. NET INCOME

    COMPENSATION ACTUALLY PAID VS. NET INCOME

  146. 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 |

  147. COMPENSATION ACTUALLY PAID VS. NET INCOME

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  148. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |

  149. COMPENSATION ACTUALLY PAID VS. REVENUE

    COMPENSATION ACTUALLY PAID VS. REVENUE

  150. 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 |

  151. COMPENSATION ACTUALLY PAID VS. REVENUE

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  152. COMPENSATION ACTUALLY PAID VS. REVENUE

    | Proxy Summary | Corporate Governance Matters | Executive Officers | Executive Compensation | Equity Compensation Plan Information | Stock Ownership Information | Audit Committee Matters | Additional Information | Appendix A |