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 “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.

(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.

(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 ofrevenue 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.

Financial Performance Measures

As described in greater detail under “Executive Compensation—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. 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 Adjusted Free Cash Flow

l Revenue (the Company-Selected Measure)

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 “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.

COMPENSATION ACTUALLY PAID VS. TSR

COMPENSATION ACTUALLY PAID VS. NET INCOME

COMPENSATION ACTUALLY PAID VS. REVENUE