WESTERN DIGITAL CORP
For the period ended Nov 20, 2026. Filed Oct 5, 2026.
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Nov 20, 2026 · Filed Oct 5, 2026
Contents
Elements of Compensation
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.
| PAY MIX | |||||||
|---|---|---|---|---|---|---|---|
| CEOFY26 · OTHER NEOsFY26 | |||||||
| 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 | |||||||
| 44 | 2026 Proxy Statement | Western Digital |
| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
|---|
| FISCAL 2026 COMPENSATION ELEMENTS | ||||||
| Compensation Element | Characteristics | Purpose | Performance Link/Key Benchmark | |||
| Base Salary | lFixed compensation | lAttracts, retains and motivates premier executive talentlCompensates 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 performancelEncourages accountability by rewarding achievement of corporate and individual performance objectiveslFocuses 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 goalslIndividual performance modifier does not increase award payout if non-GAAP operating income is below thresholdlIncludes ESG measureslSTI payouts are capped at 200% of target | |||
| PSUs | lVariable performance-based equity compensationlThree-year performance period with annual performance targetslAnnual achievements averaged to determine payout | lEncourages accountability by rewarding achievement of long-term (over a three-year period) corporate and market-based performance objectiveslFocuses 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 payoutlPSU financial metrics payout capped at 200% of target | |||
| RSUs | lVariable service-based equity compensationlVests 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 creationlProvides retention value | lValue based on stock price performance | |||
*Blue text indicates new for fiscal 2026
In addition to the elements outlined above, we also provide our executive officers with limited perquisites and certain other indirect benefits, as described in the section below entitled “—Other Program Features and Policies.”
| Western Digital | 2026 Proxy Statement | 45 |
|---|
| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
|---|
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.
| Award | Fiscal 2026Payouts |
|---|---|
| STI payout for Fiscal 2026 | |
| Fiscal 2026 STI Average Payout % | 200% |
| LTI payout for Fiscal 2026 | |
| Fiscal 2024-2026 PSUs | N/A(1) |
(1)No current NEOs held fiscal 2024-2026 PSUs awards and, therefore, none received PSU payouts for fiscal 2026.
| 46 | 2026 Proxy Statement | Western Digital |
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