WESTERN DIGITAL CORP

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” (as computed in accordance with SEC rules) and certain financial performance measures. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, please see the section entitled “—Compensation Discussion and Analysis” beginning on page 38.

The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (collectively, the “Other NEOs”) as presented in the “Fiscal 2023-2025 Summary Compensation Table” above and its equivalent table in prior years’ proxy statements; (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K under the Exchange Act; (iii) certain financial performance measures; and (iv) the relationship between the “compensation actually paid” to those financial performance measures.

(1)Mr. Tan was appointed PEO effective February 21, 2025. Mr. Goeckeler was our PEO from the start of fiscal 2025 through February 21, 2025, and for each of the other years presented. The Other NEOs were: (i) for fiscal 2025, Messrs. Sennesael, Gubbi, Shihab, Jabre, Bennett and Soderbery and Ms. Tregillis; (ii) for fiscal 2024 and fiscal 2023, Messrs. Jabre, Soderbery, Ray and Sivaram; (iii) for fiscal 2022, Messrs. Jabre, Sivaram, Soderbery and Ray and Robert Eulau (our former CFO); and (iv) for fiscal 2021, Messrs. Sivaram, Soderbery, Ray and Eulau. The dollar amounts reported are the amounts reported for the PEO, or the average of the amounts reported for the Other NEOs, for each of the corresponding fiscal years in the “Total” column in our applicable Summary Compensation Table.

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

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

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

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

(5)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. Net Income in 2021 to 2022 includes Sandisk, which separated from Western Digital in 2025. To account for the Separation of Sandisk in 2025, we recast net income for 2023 and 2024 to remove costs associated with discontinued operations. The net income amount for fiscal year 2022 has been updated to reflect the revised amount, as a result of the restatement of previously reported financial information to certain errors we identified during fiscal 2024.

(6)The dollar amounts reported represent the amount ofrevenue reflected in our audited financial statements for the applicable fiscal year. Revenue in 2021 to 2022 includes Sandisk, which separated from Western Digital in 2025. To account for the Separation of Sandisk in 2025, we recast revenue for 2023 and 2024 to remove costs associated with discontinued operations.

Financial Performance Measures

As described in greater detail under “—Compensation Discussion and Analysis,” our executive compensation programs reflect a pay-for-performance philosophy. The metrics that we use for both our short- and long-term incentives are selected to incentivize our named executive officers to create value for our stockholders. We will continue to evolve our financial performance measures in alignment with our business strategy to maintain a strong focus on long-term stockholder value creation. The most important financial performance measures used to link executive compensation actually paid to our named executive officers to our company’s performance for the most recent fiscal year, are as follows:

l Revenue

l Non-GAAP EPS

l Non-GAAP Operating Income

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

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

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

COMPENSATION ACTUALLY PAID VS. TSR

COMPENSATION ACTUALLY PAID VS. NET INCOME

COMPENSATION ACTUALLY PAID VS. REVENUE