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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

Western Digital Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Table of Contents

  
Our strategy across five major
strategic pillars
Drive Differentiated Leadership in Flash
Capitalize on market transition to solid state drives
Focus on gross margin leadership
Leverage consumer brand strength
Create what’s next
No matter how you follow your passion, you should be empowered and inspired by the data that surrounds you. At Western Digital, our broad and ever-expanding portfolio delivers powerful storage solutions with data security features for everyone from students, gamers and home offices to the largest enterprises and cloud providers. Through our flash and hard disk drive (“HDD”) products across our Western Digital®, WD®, WD_BLACK™, SanDisk® and SanDisk® Professional brands, we spark innovation, drive deeper connections and enable smarter decisions.
As we constantly create opportunities for people to bridge the gap between aspiration and actualization, it is our culture and our passion to do things the right way. We thrive on inclusivity. We relentlessly pursue technological advancements, with approximately 13,000 active patents for groundbreaking memory technologies and beyond. We continuously analyze and optimize our operations for efficiency and reliability and to secure our supply chain. We are also proud to have been recognized as one of the World’s Most Ethical Companies (Ethisphere) five years running.
All the while, we keep our customers’ efficiency, security and overall capabilities front and center. It is our mission to fuel new possibilities and write the future in collaboration with our stakeholders, with solutions imagined and realized on their terms. Together, we can create what’s next.
Capitalize on the HDD Opportunity in the Cloud
Ensure reliable capacity growth and improved total cost of ownership
Enhance customers’ ability to generate value from data
Develop new technologies across the storage landscape
Grow through Innovation across the Entire Portfolio
Lead in areal density
Reimagine every subsystem for HDD
Drive capital-efficient bit growth in flash
Maintain leadership in high-performance charge trap cell
Deliver Customer Value
Expand relationships at our largest customers to enrich our value
Increase long-term engagement and through-cycle agreements with key hyperscalers
Establish ourselves as “The Supplier” for storage in retail, e-tail and distribution channels, while developing our online store as a preferred channel
Accelerate Operational Excellence
Achieve operational excellence to translate technology into stockholder value
Meet quarter-to-quarter cost down target to improve gross margin while improving inventory
Focus on sustainability and digital innovation of our manufacturing processes

Our Purpose
To be the world’s iconic data storage company



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    1
 

Letter from Our Chair and
Lead Independent Director

Dear Fellow Stockholders:

On behalf of the entire Board, thank you for your continued support and investment in Western Digital. As we approach our 2023 Annual Meeting, our Board would like to take the opportunity to provide an update on how we are driving forward value creation for our stockholders and how we are progressing on key areas of stockholder interest.
Driving Stockholder Value Creation
During fiscal 2023, our Board continued to progress our strategic review of the business to unlock long-term value for our stockholders. This review, initiated last year, includes a comprehensive assessment of structural options for our market-leading flash and HDD businesses. In furtherance of continued focus on strategic options, Apollo Global Management and Elliott Investment Management made a substantial investment in Western Digital to strengthen our financial position during our strategic review.
As we continue to make progress on the review, our Board and management team also remain focused on enhancing our business agility and delivering breakthrough innovations as we navigated challenging market dynamics and addressed the increasing data storage demands of our customers.
      
We expect that the decisions yielded from our strategic review, coupled with our ongoing strong execution and business positioning, will generate long-term value for our stockholders.
Commitment to Strong Governance, Board Oversight and Stockholder Responsiveness
We have a regular practice of maintaining dialogue with our stockholders throughout the year to inform Board deliberations and provide our Board with stockholders’ perspectives on a range of topics, including business and strategy, board composition and diversity, executive compensation and corporate responsibility and sustainability matters. Our Board members play a key role in these discussions with stockholders and in the past year, our Board and members of our senior management team engaged directly with stockholders representing 45% of our shares outstanding. The feedback we received over the past year directly informed several responsive actions and changes to our executive compensation program and practices and helped us further understand stockholders’ views. Details on these decisions and enhancements are included in the Compensation Discussion and Analysis section of this Proxy Statement.
      
As part of our commitment to strong governance practices, we maintain robust evaluation and succession planning processes for our Board, which has resulted in the thoughtful refreshment of our Board over the past several years. Since 2021, we have welcomed three new independent directors to our Board, each of whom brings extensive experience, diverse perspectives, and skills that reflect the continued evolution of our business. The most recent addition to our Board is an investor who we believe brings valuable capital markets expertise and augments our Board in supporting our ongoing strategic review. The Board changes over the last several years illustrate our Board’s succession planning practices and reflect our belief that a diversity of perspectives, backgrounds, institutional knowledge and expertise, best supports our oversight responsibilities and aligns with the needs of the business.


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2    Western Digital
2023 Proxy Statement

Aligning our Sustainability Goals with our Business
At Western Digital, we are committed to corporate responsibility and sustainability in all aspects of our business, which includes transparency and thoughtful goal setting to align with supporting a sustainable future. In the past year, we made several commitments that establish clear goals for our business. These commitments include:
Achieving net zero emissions in our operations (Scope 1 & 2) by 2032
Achieving 100% renewable energy across our operations by 2030
Diverting at least 95% of waste from landfills by 2030
Reducing total water withdrawals by 20% by 2030
We also continue to work to increase diverse representation across all levels of our workforce and support our diverse and talented employees. As part of this commitment, we recently expanded our pay equity analysis to cover 100% of our total global employee population. We are proud of the progress we have already made in these areas and are confident that our new goals further support Western Digital’s sustainable future. For more information, we invite you to read our 2022 Sustainability Report, which provides detail on our data-driven strategy and recent achievements.
      
We Ask for Your Support
We are grateful for the opportunity to represent our stockholders and serve the Company as we continue to strategically focus on sustainable and long-term growth. We welcome and appreciate your input and support for our voting recommendations at our Annual Meeting on November 15, 2023.
Sincerely,
MATTHEW E. MASSENGILL
Independent Chair of the Board
STEPHANIE A. STREETER
Lead Independent Director
      


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          3

Notice of Annual Meeting
of Stockholders

 

Western Digital Corporation
5601 Great Oaks Parkway
San Jose, California 95119

Date
November 15, 2023
 
Time
Online check-in begins:
7:45 a.m. Pacific Time
Meeting begins:
8:00 a.m. Pacific Time
 
Location
Our annual meeting will be a completely virtual meeting of stockholders that will provide stockholders comparable rights and opportunities to participate as they would have at an in-person meeting. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/ WDC2023. Please see the section entitled “Additional Information— General Information About the Annual Meeting—Virtual Annual Meeting” for additional information.
 
Who Can Vote
Holders of record of shares of our common stock and Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) at the close of business on
September 18, 2023 will be entitled to notice of and to vote, together as a single class, at our annual meeting and any postponements or adjournments of the meeting.
A list of stockholders as of the record date for the annual meeting may be accessed during the virtual annual meeting at www.virtualshareholdermeeting. com/WDC2023 by using the control number on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials.

Matters to be Voted on

Proposal Board Recommendation
01 Election of the nine director nominees named in the attached Proxy Statement to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified VOTE FOR
02 Approval on an advisory basis of the named executive officer compensation disclosed in the attached Proxy Statement VOTE FOR
03 Approval on an advisory basis of the frequency of future advisory votes on named executive officer compensation VOTE ONE YEAR
04 Approval of the amendment and restatement of our 2021 Long-Term Incentive Plan to increase by 2.35 million the number of shares of our common stock available for issuance under that plan VOTE FOR
05 Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2024 VOTE FOR

At the meeting, we will also consider any other business that may properly come before our annual meeting and any postponements or adjournments of the meeting.

By Order of our Board of Directors,


MICHAEL C. RAY
Executive Vice President, Chief Legal Officer and Secretary
October 5, 2023

 

Voting Shares in Advance of the Meeting
Your vote is very important.
Please submit your proxy as soon as possible via the Internet, telephone or mail. Submitting your proxy by one of these methods will ensure your vote will be counted regardless of whether you attend the annual meeting.

           
Via the Internet
Visit the website listed on your notice, proxy card or voting instruction form
By Phone
Call the phone number listed on your proxy card or voting instruction form
By Mail
Complete, sign, date and return your proxy card or voting instruction form in the envelope provided
 

Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 15, 2023:
On or about October 5, 2023, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended June 30, 2023, are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2023 Annual Report are available on our Investor Relations website at investor.wdc.com. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.


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4       Western Digital
2023 Proxy Statement

Disclaimers

Cautionary Note Regarding
Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws, including but not limited to, statements concerning our business strategy and strategic priorities, including our review of strategic alternatives, our ability to execute our strategy, our future financial performance, our expectations regarding the impact of global events, our plans for our corporate responsibility and sustainability program, including our science-based emissions reduction targets, renewable energy, waste and water use goals, and our policies and reporting in the area of human rights and diversity and inclusion efforts. These forward-looking statements are based on management’s current expectations as of the date of this Proxy Statement and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: volatility in global economic conditions; future responses to and effects of global health crises; impact of business and market conditions; the outcome and impact of our ongoing strategic review, including with respect to customer and supplier relationships, regulatory and contractual restrictions, stock price volatility and the diversion of management’s attention from ongoing business operations and opportunities; impact of competitive products and pricing; our development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and our strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; our level of debt and other financial obligations; changes to our relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; our ability to achieve our emissions reduction and other sustainability goals; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 22, 2023, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

Website References

You may also access additional information about Western Digital at investor.wdc.com. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.


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          5

Table of Contents

Letter from Our Chair and Lead Independent Director       1
Notice of Annual Meeting of Stockholders 3
Proxy Summary 6
Corporate Governance Matters 10
PROPOSAL 1: Election of Directors 10
Nominees for Election 11
Director Skills and Experience 15
Director Nominations, Board Refreshment and Diversity 19
Board’s Role and Responsibilities 22
Risk Oversight and Compensation Risk Assessment 22
Corporate Responsibility and Sustainability 23
Stockholder Engagement 26
Board Structure 28
Board Processes and Policies 32
Board and Committee Evaluations 33
Director Compensation 35
Executive Officers 38
Executive Compensation 39
PROPOSAL 2: Advisory Vote on Named Executive Officer Compensation 39
Letter to Stockholders from the Compensation and Talent Committee 40
Report of the Compensation and Talent Committee 42
Compensation Discussion and Analysis 43
Overview and Stockholder Engagement 44
Fiscal 2024 Decisions Following Stockholder Engagement 47
Executive Compensation Philosophy, Objectives and Process 51
Fiscal 2023 Decisions and Outcomes 55
Other Program Features and Policies 63
Executive Compensation Tables and Narratives 65
Fiscal 2021-2023 Summary Compensation Table 65
Fiscal 2023 Grants of Plan-Based Awards Table 67
Description of Compensation Arrangements for Named Executive Officers       68
Outstanding Equity Awards at Fiscal 2023 Year-End Table 69
Fiscal 2023 Option Exercises and Stock Vested Table 70
Fiscal 2023 Non-Qualified Deferred Compensation Table 71
Potential Payments upon Termination or Change in Control 71
CEO Pay Ratio 74
Pay Versus Performance 75
Say on Pay Frequency Proposal 78
PROPOSAL 3: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation 78
     
Equity Plan Proposal 79
PROPOSAL 4: Approval of the Amendment and Restatement of our 2021 Long-Term Incentive Plan to Increase by 2.35 Million the Number of Shares of Our Common Stock Available for Issuance Under that Plan 79
     
Equity Compensation Plan Information 90
Stock Ownership Information 91
Audit Committee Matters 93
PROPOSAL 5: Ratification of Appointment of our Independent Registered Public Accounting Firm 93
Report of the Audit Committee 94
Additional Information 96
General Information About the Annual Meeting 96
Virtual Annual Meeting 96
Availability of Annual Report 101
Communication with our Company 101
Appendix A—Non-GAAP Financial Measures A-1
Appendix B—Amended and Restated 2021 Long-Term Incentive Plan B-1


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6       Western Digital
2023 Proxy Statement

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement for more information about these topics prior to voting.

Our Director Nominees


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Proxy Summary       7

Board Nominee Highlights

INDEPENDENCE GENDER AGE TENURE
89% 33% 60 Years <5 Years
Independent Women Average Median

WOMEN IN BOARD LEADERSHIP ROLES

   
Lead Independent Director Audit Committee Chair Governance Committee Chair

Corporate Governance Highlights

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

Corporate Governance Best Practices

We regularly evaluate our corporate governance practices against prevailing best practices and emerging and evolving topics identified through stockholder outreach and corporate governance literature.

 
Robust year-round Board-led stockholder engagement program that informs Board decisions
Independent Board leadership, including an independent Chair of the Board separate from our CEO and a Lead Independent Director with clearly defined roles and responsibilities
Commitment to Board diversity, with our Corporate Governance Guidelines requiring the Governance Committee to include, and instruct any search firm it engages to include, women and members of underrepresented communities in the director selection pool
Women serve in key Board leadership positions as our Lead Independent Director and Chairs of the Audit Committee and Governance Committee
All directors are elected annually by a simple majority of votes cast
Eight of nine director nominees are independent
Director retirement policy upon reaching age 72
Active Board refreshment resulting in three new independent, non-employee directors being appointed since 2021
Of the last seven independent directors to join our Board, more than half were women
Overboarding policy for additional public company directorships by directors, including a lower threshold for our CEO
Active Board oversight of strategic planning and risk management
Board committee oversight of corporate responsibility, sustainability and human capital management
Annual sustainability reporting via standalone Sustainability Report aligned with leading frameworks and standards
Succession planning for directors, our CEO and other key officers
Board committee oversight of political and lobbying activities and expenditures
Annual Board and committee self-evaluations
Annual individual assessments of directors
Anti-hedging, anti-pledging and clawback policies
All current non-employee directors comply with our stock ownership guidelines
All executive officers achieved stock ownership requirements pursuant to our guidelines


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8       Western Digital
2023 Proxy Statement

Year-Round Stockholder Engagement

Our long-standing stockholder engagement program consistently provides valuable input for our Board’s decision-making process. Leading up to, and following, our 2022 annual meeting of stockholders (“2022 Annual Meeting”), at which our advisory “Say on Pay” proposal received low support, the Compensation and Talent Committee pursued a deliberate engagement program to enhance our ongoing outreach in order to better understand our stockholders’ perspectives and concerns. Over this period of time, we engaged with stockholders representing a total of 45% of our outstanding shares of common stock.

   
LEAD UP TO 2022 ANNUAL MEETING FOLLOWING 2022 ANNUAL MEETING
We contacted over 25 of our stockholders representing approximately 59% of our shares of common stock outstanding. The stockholder engagement team conducted numerous calls with stockholders representing approximately 34% of our shares of common stock outstanding, with our Chair of the Compensation and Talent Committee participating in meetings representing a majority of the shares that chose to engage. We contacted over 30 of our stockholders representing approximately 64% of our shares of common stock outstanding. The stockholder engagement team conducted numerous calls with stockholders representing approximately 37% of our shares of common stock outstanding, with our Chair of the Compensation and Talent Committee participating in meetings representing a majority of the shares that chose to engage.

As a result of feedback received through our year-round engagement, below is a summary of what we heard and how we responded.

 
WHAT WE HEARD ACTIONS TAKEN IN RESPONSE
Not pleased with the amendment to our CEO’s sign-on award eliminating the performance metric
Committed on a go forward basis to not modify outstanding PSUs for named executive officers unless there are extraordinary circumstances
Asked about use of retention awards
Did not grant retention awards for named executive officers in fiscal 2023 and, while not the primary driver of opposition in 2022, the committee reaffirmed its focus on compensating and incentivizing named executive officers through our normal course program
Desired a long-term performance measure in the long-term incentive (“LTI”) program
Replaced the upside-only incentive tied to our absolute stock price CAGR with a three-year relative TSR modifier for fiscal 2024, which can impact payout positively or negatively
Questioned certain elements of our short-term incentive (“STI”) program, especially the use of the exabytes shipped metrics
Eliminated the exabytes shipped metrics and replaced them with cash conversion cycle and emissions metrics
Requested adjustments to the peer group to be better aligned with our size
Modified our proxy peer group for fiscal 2024 to include peers with revenues more commensurate with Western Digital

For additional information on stockholder engagement, feedback and our responsive actions, please see the section entitled “Executive Compensation—Compensation Discussion and Analysis."


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Proxy Summary       9

Corporate Responsibility and Sustainability

We believe responsible and sustainable business practices support the long-term success of our company. These practices help keep our communities and our environment vibrant and healthy. They also lead us to more efficient and resilient business operations, help us meet our customers’ efficiency targets, reduce risks of misconduct and legal liability, enhance the reliability of our supply chain and improve the health, well-being, engagement and productivity of our employees. We believe that being an industry leader is not just about having talented employees or innovative products. It is also about doing business the right way, every day. That is why our commitment to corporate responsibility is deeply embedded throughout our business.

In June 2023, we announced four new significant sustainability targets:

 
NET ZERO Achieve net zero emissions in our operations (Scope 1 & 2) by 2032 100% Achieve 100% renewable energy across our global operations by 2030
95% Divert at least 95% of operational waste from landfills by 2030 20% Reduce total water withdrawals by 20% by 2030

From fiscal 2020 to fiscal 2022, we reduced aggregate Scope 1 and market-based Scope 2 emissions by 14.8%, driven primarily by our adoption of long-term agreements to source 100% renewable energy. We were also recognized as one of the World’s Most Ethical Companies for the fifth consecutive year in 2023 by Ethisphere.

Additionally, we thrive on the power and potential of diversity. By taking into account various perspectives, we get the best outcomes for our employees, our company, our customers and the world around us. We are committed to promoting an inclusive environment where every individual can thrive through a sense of belonging, respect and contribution.

Our 2022 Sustainability Report is located on our Corporate Responsibility page at www.westerndigital.com. The topics covered were selected based on a detailed materiality assessment completed by a third party, which incorporated input from investors, customers and other stakeholders, as well as our strategic priorities, and the report was prepared in accordance with the Global Reporting Initiative (“GRI”) standards: Core option, references Sustainability Accounting Standards Board (“SASB”) standards and includes disclosures aligned with the UN Sustainable Development Goals (“UN SDGs”) and the Task Force on Climate-Related Financial Disclosures (“TCFD”) recommendations. The Governance Committee oversees our corporate responsibility and sustainability policies and programs pursuant to its charter.

For more information, please refer to the section entitled “Corporate Responsibility and Sustainability” on page 23. We plan to release our 2023 Sustainability Report later this fiscal year.


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10       Western Digital
2023 Proxy Statement

Corporate Governance Matters

   
PROPOSAL 1
ELECTION OF DIRECTORS

We are asking our stockholders to elect nine directors to our Board of Directors at the 2023 annual meeting of stockholders. Defining attributes of our Board include:

All directors elected annually by a simple majority of votes cast
Independent Board leadership, including an independent Chair of the Board separate from our CEO and a Lead Independent Director with clearly defined roles and responsibilities
Women serve in key Board leadership positions as our Lead Independent Director and Chairs of the Audit Committee and Governance Committee
Eight of nine director nominees are independent
Three new independent directors appointed since 2021


Our Board of Directors recommends a vote FOR each of the nine director nominees named in this Proxy Statement

Our Board of Directors is presenting nine nominees for election as directors at our 2023 annual meeting of stockholders (“Annual Meeting”). Each of the nominees is currently a member of our Board and, with the exception of Reed B. Rayman, was elected to our Board at our 2022 Annual Meeting. Each director elected at the Annual Meeting will serve until our 2024 annual meeting of stockholders and until a successor is duly elected and qualified. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. If any nominee is unable or unwilling for good cause to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by our existing Board of Directors, or our Board may choose to reduce its size.

Mr. Rayman joined our Board of Directors in January 2023, after being designated for appointment to our Board by AP WD Holdings, L.P. (“Apollo”) pursuant to an Investment Agreement we entered into with Apollo on January 31, 2023 (the “Investment Agreement”). Under the Investment Agreement, Apollo has the right to nominate and appoint one person to our Board for so long as it beneficially holds a minimum number of shares of our preferred stock or common stock. Mr. Rayman has been selected by Apollo as a director nominee in accordance with the Investment Agreement.

Vote Required for Approval

Each director nominee will be elected as a director if the nominee receives the affirmative vote of a majority of the votes cast with respect to his or her election (in other words, the number of votes “FOR” a director must exceed the number of votes cast “AGAINST” that director). You may vote FOR, AGAINST or ABSTAIN with respect to each director nominee. Proxies received by our Board of Directors will be voted FOR each director nominee unless specified otherwise.

Under our By-laws, any incumbent director who fails to be elected must offer to tender his or her resignation to our Board. If the director conditions his or her resignation on acceptance by our Board, the Governance Committee will then make a recommendation to our Board on whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the resignation and publicly disclose and explain its decision within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in our Board’s or the committee’s decision.


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Corporate Governance Matters       11

Nominees for Election

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

KIMBERLY E. ALEXY, 53
INDEPENDENT
Director Since: November 2018
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
From 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.
Ms. 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 at Carnegie Mellon University, strengthening our Board’s risk oversight function.
Additionally, 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
Founder and principal
(2005-present)
Prudential Securities
Senior vice president and managing director
(1998-2003)
Lehman Brothers
Vice president of equity research (1995-1998)
OTHER PUBLIC BOARDS
 
Current
None
Past Five Years
Five9, Inc.
Mandiant, Inc.
Alteryx, Inc.
CalAmp Corporation

THOMAS CAUFIELD, 64
INDEPENDENT
Director Since: July 2021
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
Having served as an executive in the technology industry for over 30 years, Dr. Caufield brings crucial semiconductor technical and business expertise enabling our Board to oversee strategies to drive innovation and unlock stockholder value.
With direct experience leading various aspects of global technology companies ranging from research and development, to supply chain, to sales, Dr. Caufield’s expertise has helped guide Western Digital’s review of its strategic plan.
Dr. Caulfield also brings public company board experience.
 
CAREER HIGHLIGHTS
GlobalFoundries Inc., a multinational semiconductor contract manufacturing and design company
CEO (March 2018-present)
Senior vice president and general manager, Fab 8 semiconductor wafer manufacturing facility (2014-2018)
Soraa, Inc.
President and chief operating officer
(2012-2014)
Caitin Inc.
CEO (2010-2012)
OTHER PUBLIC BOARDS
 
Current
GlobalFoundries Inc.
Past Five Years
None




Audit Compensation and Talent Governance Executive Committee Chair


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12       Western Digital
2023 Proxy Statement

MARTIN I. COLE, 67
INDEPENDENT
Director Since: December 2014
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
Mr. Cole brings to our Board extensive senior executive leadership experience across a variety of business sectors and geographies, enabling him to provide strategic advice and wide-ranging insights, including relating to technology solutions, which are an important part of our business.
Through his roles at Accenture plc and Cloudera, Mr. Cole has a demonstrated track record and understanding of how to build and lead successful businesses in an increasingly competitive technology landscape, greatly enhancing the strategic oversight capabilities of our Board.
Mr. Cole has significant experience establishing and overseeing executive compensation programs as a former executive, CEO and as a board and compensation committee member at other public companies. As Chair of the Compensation and Talent Committee, he has played a critical role in leading enhancements to our compensation program and practices to align with our stockholders’ input and perspectives.
Mr. Cole’s former executive and board roles, along with his financial experience, qualify him as an “audit committee financial expert” under SEC rules.
 
CAREER HIGHLIGHTS
3i Group plc, a private equity firm
Senior adviser (2017-present)
Cloudera, Inc., an enterprise data management systems company
Interim CEO (August 2019-January 2020)
Accenture plc
Chief executive – technology (2012-2014)
Chief executive – communications, media and technology group (2006-2012)
Chief executive – government operating group (2004-2006)
Managing partner, outsourcing and infrastructure group
(2002-2004)
OTHER PUBLIC BOARDS
 
Current
The Western Union Company

Past Five Years
Cloudera, Inc.



TUNÇ DOLUCA, 65
INDEPENDENT
Director Since: August 2018
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
Mr. 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.
As 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, operations, marketing and research and development.
Additionally, Mr. Doluca has a range of experience across compensation and human capital matters, and, as a member of the Compensation and Talent Committee, has helped guide the development of our compensation programs and people policies and programs, including those focusing on talent development and diversity, equity and inclusion (“DE&I”), all which are critical to achieving our strategic objectives.
 
CAREER HIGHLIGHTS
Maxim Integrated (acquired by Analog Devices, Inc. in August 2021), an integrated circuits manufacturing company
President and CEO
(2007- August 2021)
Group president
(2005-2007)
Senior vice president
(2004-2005)
Vice president
(1994-2004)
OTHER PUBLIC BOARDS
 
Current
None
Past Five Years
Analog Devices, Inc.
Maxim Integrated


Audit Compensation and Talent Governance Executive Committee Chair


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Corporate Governance Matters       13

DAVID V. GOECKELER, 61
CHIEF EXECUTIVE OFFICER
Director Since: March 2020
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
With more than 30 years in the technology industry, Mr. Goeckeler has a proven ability to set and implement strategy of large, global technology franchises, including in his current position as our CEO.
Mr. Goeckeler also brings deep experience in technical and senior management positions, and his leadership of teams through large-scale development projects and strategic acquisitions have positioned our company to capitalize on opportunities in the shifting landscape.
His experience, combined with his thorough knowledge and understanding of Western Digital’s operations, allow Mr. Goeckeler to lead and manage our day-to-day operations, while overseeing the strategic direction of our company.
 
CAREER HIGHLIGHTS
Western Digital Corporation
CEO (March 2020-present)
Cisco Systems, Inc., a multinational technology company
Executive vice president and general manager, networking and security
(2017-March 2020)
Senior vice president and general manager, networking and security business group
(2016-2017)
Senior vice president and general manager, security business (2014-2016)
OTHER PUBLIC BOARDS
 
Current
Automatic Data Processing, Inc.
Past Five Years
None





MATTHEW E. MASSENGILL, 62
INDEPENDENT CHAIR OF THE BOARD
Director Since: January 2000
Committees:
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
Mr. Massengill brings over 30 years of executive management and leadership experience, including as Western Digital’s former CEO, President and COO, which has been instrumental to our Board’s role in overseeing achievement of our strategic objectives.
In 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.
His prior service on numerous other public company boards has enabled Mr. Massengill to provide strong, independent leadership of our Board, while partnering closely with our management team and our stakeholders.
 
CAREER HIGHLIGHTS
Western Digital Corporation
Chair of the Board
(2015-present and
2001- 2007)
CEO (2000-2005)
President (2000-2002)
Chief Operating Officer (1999-2000)
OTHER PUBLIC BOARDS
 
Current
None
Past Five Years
None





Audit Compensation and Talent Governance Executive Committee Chair


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14       Western Digital
2023 Proxy Statement

REED B. RAYMAN, 37
INDEPENDENT
Director Since: January 2023
Committees: None
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
As a partner at Apollo Global Management, Inc. focused on investing in the technology and security services sectors, Mr. Rayman brings an in-depth understanding of corporate strategy and mergers and acquisitions, which has greatly contributed to our Board’s oversight of Western Digital’s operations.
Mr. Rayman also provides a unique investor perspective critical to our Board’s ongoing strategic review process and pursuit of strategies to unlock stockholder value.
In addition, Mr. Rayman has experience leading public company boards, including as chairman of ADT Inc.
 
CAREER HIGHLIGHTS
Apollo Global Management, Inc., a global alternative asset management company
Partner
(December 2019-present)
Principal
(2014-December 2019)
Associate (2010-2014)
Goldman Sachs
Analyst (2008-2010)
OTHER PUBLIC BOARDS
 
Current
ADT Inc.
Edgio, Inc.

Past Five Years
Redbox Entertainment, Inc.

STEPHANIE A. STREETER, 66
LEAD INDEPENDENT DIRECTOR
Director Since: November 2018
Committees:
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
As the former CEO of two global companies, Ms. Streeter brings to our Board extensive senior executive leadership experience overseeing companies with manufacturing and operations across the globe, contributing crucially to our Board’s role in guiding business and marketing strategies.
Ms. 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, allowing her to effectively serve as our Lead Independent Director.
As 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. Her former executive and board roles, along with her financial experience, qualify her as an “audit committee financial expert” under SEC rules.
 
CAREER HIGHLIGHTS
Libbey Inc.
CEO (2011-2016)
U.S. Olympic Committee
Acting CEO (2009-2010)
Board member
(2004-2009)
Banta Corporation
President and CEO
(2001-2007)
OTHER PUBLIC BOARDS
 
Current
None
Past Five Years
Kohl’s Corporation
Olin Corporation
Goodyear Tire & Rubber Company


Audit Compensation and Talent Governance Executive Committee Chair


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Corporate Governance Matters       15

MIYUKI SUZUKI, 63
INDEPENDENT
Director Since: July 2021
Committees: 
SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION
Ms. Suzuki is a seasoned leader in the technology and telecommunications industries contributing to our Board’s comprehensive perspectives around the technology industry.
Ms. Suzuki also has deep global operations experience across the Asia Pacific region, which has provided valuable insight for our Board throughout Western Digital’s joint venture with Kioxia Corporation.
Ms. Suzuki has substantial governance experience as a public company director at Twilio, a global software company, and private company board experience specific to Japan-based companies (Jera Co., Inc. and, previously, MetLife Japan).
 
CAREER HIGHLIGHTS
Cisco Systems, Inc.
President, Asia Pacific, Japan and China (2018-February 2021)
President and general manager, Japan (2015-2018)
Jetstar Japan
President and CEO (2011-2015)
KVH (now Colt Technology Services)
President and vice chairman (2007-2011)
Lexis Nexis Asia Pacific
President and CEO (2004-2006)
OTHER PUBLIC BOARDS
 
Current
Twilio Inc.




Past Five Years
None

Audit Compensation and Talent Governance Executive Committee Chair

Director Skills and Experience

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

INDEPENDENCE GENDER AGE TENURE
89% 33% 60 Years <5 Years
Independent Women Average Median

WOMEN IN BOARD LEADERSHIP ROLES

   
Lead Independent Director Audit Committee Chair Governance Committee Chair


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16       Western Digital
2023 Proxy Statement

DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

EXECUTIVE
SEMICONDUCTOR
DATA INFRASTRUCTURE
STRATEGIC TRANSACTIONS
MANUFACTURING
OPERATIONS AND INFRASTRUCTURE
TECHNOLOGY/INNOVATION
GLOBAL
FINANCE AND ACCOUNTING
CYBERSECURITY
RISK MANAGEMENT
CORPORATE ENVIRONMENTAL, SUSTAINABILITY AND CLIMATE
CORPORATE SOCIAL RESPONSIBILITY
HUMAN CAPITAL MANAGEMENT
MEMBER OF AN UNDERREPRESENTED COMMUNITY
Self-identifies as racially or ethnically diverse, or as a member of the LGBTQ+ community
GENDER
Self-identified gender
Male = M; Female = F; Nonbinary, third gender or other = O
F M M M M M M F F

Indicates expertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career
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
OUR BOARD IS HIGHLY ENGAGED AND WELL QUALIFIED, AND ALL DIRECTOR NOMINEES POSSESS THE SKILLS AND EXPERIENCE NECESSARY TO OVERSEE OUR EVOLVING AND GROWING BUSINESS.

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Corporate Governance Matters       17

DESCRIPTION OF SKILLS, EXPERIENCE AND BACKGROUNDS

The skills, experience and backgrounds that we value for our Board align with our purpose to be the world’s iconic data storage company. The below table provides an overview of the collective skills of our Board nominees and why each is essential to the oversight and successful execution of our strategy and purpose.

DESIRED SKILL,
EXPERIENCE OR
BACKGROUND
DIRECTOR QUALIFICATIONS ALIGNMENT TO OUR STRATEGY AND BUSINESS PURPOSE
EXECUTIVE Experience in executive-level positions Our scale and complexity benefit from insights gained from executive-level experience and a practical understanding of complex organizations, strategic planning, governance, operations, talent development and risk management
SEMICONDUCTOR Experience in the semiconductor industry Our purpose to be the world’s iconic data storage company is founded on a strong understanding of our business, technology, products and operations
DATA INFRASTRUCTURE Experience in data infrastructure, including related software, hardware and data centers, storage, protection and management Our mission to unlock the potential of data by harnessing the possibility to use it is based on a comprehensive understanding of the challenges and opportunities our business faces with respect to data infrastructure
STRATEGIC
TRANSACTIONS
Experience leading a company through a large transition, transformation, integration, merger or acquisition Our strategic ventures have been key to our successes in our rapidly evolving industry, and transactional experience helps us identify and capitalize on strategic opportunities that unlock long-term value for our stockholders
MANUFACTURING Experience with sophisticated, large-scale manufacturing Our business relies on complex distribution and supply chains, as well as smoothly operating manufacturing facilities globally
OPERATIONS AND
INFRASTRUCTURE
Experience with complex, global operations Our path to advancing operational excellence and thriving in evolving market conditions is guided by insights in operational efficiencies and risk mitigation
TECHNOLOGY/
INNOVATION
Experience in researching, developing or designing leading-edge technologies Our efforts to drive continued growth through innovation across our entire portfolio of products begin with a vision to pioneer new horizons
GLOBAL Experience with businesses with substantial international operations Our global scale requires critical business and cultural perspectives that help us understand the strategic opportunities and risks relating to our business worldwide
FINANCE AND
ACCOUNTING
Experience overseeing accounting and financial reporting Our position as a large public company necessitates robust financial management and accurate disclosure, including our Board’s oversight of our financial reporting process and internal controls
CYBERSECURITY Experience understanding and managing information technology and cybersecurity threats Our business and industry are becoming increasingly subject to cybersecurity attacks and the safeguarding of our assets depends on our Board’s ability to oversee company efforts to identify and mitigate these risks
RISK MANAGEMENT Experience in assessing and managing enterprise risks Our management of enterprise risks largely depends on our ability to detect, evaluate and control those risks, and skilled oversight by our Board promotes our compliance with legal obligations and overall long-term success
CORPORATE
ENVIRONMENTAL,
SUSTAINABILITY AND
CLIMATE
Experience in assessing environmental, sustainability and climate-related risks Our efforts to address risks related to climate changes, and drive long-term value for our stockholders, are driven by our corporate sustainability policies and programs overseen by our Board
CORPORATE SOCIAL
RESPONSIBILITY
Experience in promoting and upholding gender and racial equality, human rights standards and responsible corporate citizenship Our business and customer base necessitates our commitment to gender and racial equality, human rights and responsible corporate citizenship
HUMAN CAPITAL
MANAGEMENT
Experience in human capital management in large organizations Our most valuable assets are our talented and global workforce, and our Board oversees our talent attraction, development and retention programs


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18       Western Digital
2023 Proxy Statement

Board Diversity Matrix (As of October 5, 2023)

Our Board of Directors believes that having a mix of directors with diverse and complementary qualifications, expertise and attributes is fundamental to meeting its oversight responsibility. The table below reflects certain diversity information for our current Board based on self-identification by each director.

Total Number of Directors 9
      Female       Male       Non-Binary       Did Not Disclose
Gender
Part 1: Gender Identity
Directors 3 6
Part II: Demographic Background
Asian 1
White 2 6

Director Independence

Our Board of Directors has reviewed and discussed information provided by the directors and our company with regard to each director’s business and personal activities, as well as those of the director’s immediate family members, as they may relate to our company or our management. The purpose of this review is to determine whether there are any transactions or relationships that would be inconsistent with a determination that a director is independent under the listing standards of the Nasdaq Stock Market. Based on its review, our Board has affirmatively determined that, except for serving as a member of our Board, none of our current non-employee directors (Messrs. Caulfield, Cole, Doluca, Massengill or Rayman, or Mses. Alexy, Streeter or Suzuki) has any relationship that, in the opinion of our Board, would interfere with such director’s exercise of independent judgment in carrying out his or her responsibilities as a director, and that each such director qualifies as “independent” as defined by the listing standards of the Nasdaq Stock Market. In making this determination, our Board considered the relationship that Mr. Rayman has with Apollo and certain of its affiliates, including Apollo Global Management, Inc., as a result of Apollo’s investment in our company in January 2023 pursuant to the Investment Agreement. After considering the nature of such relationships, our Board determined that Mr. Rayman’s affiliation with Apollo and certain of its affiliates does not compromise his ability to exercise independent judgment in carrying out his responsibilities as a director. Our Board also previously determined that Paula A. Price, who served as a non-employee director until November 2022, qualified as “independent” as defined by the listing standards of the Nasdaq Stock Market during the period of her service in fiscal 2023. Mr. Goeckeler is currently a full-time, executive-level employee of our company and, therefore, is not “independent” as defined by the listing standards of the Nasdaq Stock Market.

Director Meeting Attendance

During fiscal 2023, our Board of Directors met 12 times. Each of the directors who served during fiscal 2023 attended 75% or more of the aggregate number of Board meetings and meetings of the Board committees on which he or she served during fiscal 2023.

Our Board strongly encourages each director to attend our annual meeting of stockholders. All directors standing for election at our 2022 Annual Meeting attended the meeting.

STRONG DIRECTOR ENGAGEMENT

Average director attendance at fiscal 2023 Board and committee meetings:

         
Board
99%
Audit
91%
Compensation
and Talent
100%
Governance
90%
Executive
92%

Our Board and committee meeting aggregate average attendance in fiscal 2023 was 95%.


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Corporate Governance Matters       19

Director Nominations, Board Refreshment and Diversity

Key Director Criteria

The Governance Committee has adopted a policy regarding critical factors to be considered in selecting director nominees, which include: the nominee’s personal and professional ethics, integrity and values; the nominee’s intellect, judgment, foresight, skills, experience and achievements, all of which are viewed in the context of the overall composition of our Board of Directors; the absence of any conflict of interest or legal impediment to, or restriction on, the nominee serving as a director; having a majority of independent directors on our Board; and representation of the long-term interests of our stockholders as a whole and a diversity of backgrounds and expertise, which are most needed and beneficial to our Board and our company.

The Governance Committee is committed to Board diversity and takes into account the personal characteristics, experience and skills of current and prospective directors, including gender, race, ethnicity and membership in another underrepresented community, to ensure that a broad range of perspectives is represented on our Board to effectively perform its governance role and oversee the execution of our strategy.

As further detailed below, the Governance Committee annually evaluates the size and composition of our Board and assesses whether the composition appropriately aligns with our evolving business and strategic needs. Through this process, our Board, upon the recommendation of the committee, develops a list of qualifications, skills and attributes sought in director candidates. Specific director criteria evolve over time to reflect our strategic and business needs and the changing composition of our Board.

Diverse Director Candidate Pool Provision

Our Corporate Governance Guidelines require the Governance Committee to include, and instruct any search firm it engages to include, women and members of underrepresented communities in the pool from which the committee selects director nominees. The diverse director candidate pool provision reflects our Board’s continued commitment to diversity in the boardroom. Of the last seven independent directors to join our Board, more than half were women.


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20       Western Digital
2023 Proxy Statement

Director Nomination Process

ASSESS

Our Board of Directors, led by the Governance Committee, evaluates the size and composition of our Board at least annually, considering the evolving skills, perspectives and experience needed on our Board to perform its governance and oversight role as our business transforms and the underlying risks change over time. Among other factors, the committee considers our strategy and needs, as well as our directors’ skills, expertise, experience, tenure, age and backgrounds, including gender, race, ethnicity and membership in another underrepresented community. After assessing these factors, our Board develops criteria for potential candidates to be additive and complementary to the overall composition of our Board. Specific director criteria evolve over time to reflect our strategic and business needs and the changing composition of our Board.

IDENTIFY

The Governance Committee is authorized to use any methods it deems appropriate for identifying candidates for membership on our Board of Directors, including considering recommendations from incumbent directors, management or stockholders and engaging the services of an outside search firm to identify suitable potential director candidates. The committee will include, and instruct any search firm it engages to include, women and members of underrepresented communities in the pool of director candidates.

EVALUATE

The Governance Committee has established a process for evaluating director candidates that it follows regardless of who recommends a candidate for consideration. Through this process, the committee considers a candidate’s skills, experience, outside commitments, including service on public company boards, and other available information regarding each candidate. For incumbent director candidates, this process includes consideration of the results of the annual Board and committee evaluations. See the section entitled “Board Processes and Policies—Board and Committee Evaluations” below. Following the evaluation, the committee recommends nominees to our Board.

NOMINATE

Our Board of Directors considers the Governance Committee’s recommended nominees, analyzes their independence and qualifications and selects nominees to be presented to our stockholders for election to our Board.

Stockholder Recommendations of Director Candidates

The Governance Committee may receive recommendations for director candidates from our stockholders. A stockholder may recommend a director candidate to the Governance Committee by delivering a written notice to our Secretary at our principal executive offices and including the following in the notice: the name and address of the stockholder as they appear on our books or other proof of share ownership; the class and number of shares of our common stock beneficially owned by the stockholder as of the date the stockholder gives written notice; a description of all arrangements or understandings between the stockholder and the director candidate and any other person(s) pursuant to which the recommendation or nomination is to be made by the stockholder; the name, age, business address and residence address of the director candidate and a description of the director candidate’s business experience for at least the previous five years; the principal occupation or employment of the director candidate; the class and number of shares of our common stock beneficially owned by the director candidate; the consent of the director candidate to serve as a member of our Board of Directors if appointed or elected; and any other information required to be disclosed with respect to a director nominee in solicitations for proxies for the election of directors pursuant to applicable rules of the SEC.

The committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of our Board of Directors. Stockholders recommending candidates for consideration by our Board in connection with the next annual meeting of stockholders should submit their written recommendation no later than June 1 of the year of that meeting.


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Corporate Governance Matters       21

The committee will evaluate director candidates recommended by stockholders for election to our Board in the same manner and using the same criteria as it uses for any other director candidate. If the committee determines that a stockholder-recommended candidate is suitable for membership on our Board, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of stockholders.

Board Refreshment

Our Board of Directors believes that periodic Board refreshment can provide new experience and fresh perspectives to our Board and is most effective if it is sufficiently balanced to maintain continuity among Board members that will allow for the sharing of historical perspectives and experience relevant to our company. Our Board seeks to achieve this balance through its director succession planning process and director retirement policy described below. Our Board also utilizes the annual Board and individual director assessment process discussed below under “Board Processes and Policies—Board and Committee Evaluations” to help inform its assessment of our Board’s composition and Board refreshment needs. As part of our ongoing refreshment process, our Board regularly evaluates its composition, and has undergone deliberate refreshment to both add and maintain skills critical to overseeing our business as our strategy and oversight priorities evolve. In the past five years, we have added five new independent directors, including three since 2021, who each bring new complementary skills to our Board, and three longer-serving directors have retired from our Board.

Succession Planning

Our Board of Directors is focused on ensuring that it has members with diverse skills, expertise, experience, tenure, age and backgrounds, including gender, race and ethnicity, because a broad range of perspectives is critical to effective corporate governance and overseeing the execution of our strategy. The Governance Committee’s long-range succession plan not only helps to identify and recruit new directors, but also ensures a smooth transition when succession needs arise. The committee also plans for the orderly succession of our Chairs of the Board committees.

Retirement Policy

To help facilitate the periodic refreshment of our Board of Directors, our Corporate Governance Guidelines provide that no director shall be nominated for re-election after the director has reached the age of 72.

Director Orientation and Education

All incoming directors participate in a director orientation program, which includes engagement with members of the executive team and senior management to review matters relevant to our business. When directors accept new or additional responsibilities on our Board or on committees, they are provided additional orientation and educational opportunities on relevant topics.

Because our Board believes that ongoing director education is vital to the ability of directors to fulfill their responsibilities, directors are encouraged to participate in external continuing director education programs, and we reimburse directors for their expenses associated with this participation. We also invite speakers to present at least annually during Board meetings on director education topics, such as emerging and evolving issues related to corporate governance, the geopolitical environment and cybersecurity.


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22       Western Digital
2023 Proxy Statement

Board’s Role and Responsibilities

Risk Oversight and Compensation Risk Assessment

Board’s Role in Risk Oversight

Our management team is charged with managing risk and bringing to our Board of Directors’ attention all material risk exposures to our company. Our Board is responsible for overseeing the risk management process and exercises this risk oversight through both our full Board and its committees as further detailed below.

Our enterprise risk management (“ERM”) process is designed to facilitate the identification, assessment, management, reporting and monitoring of material risks our company may face over the short-term and long-term and assure regular communication with our Board and its committees regarding these risks. Key risks are raised by management to the Audit Committee and the full Board. At least annually, our Chief Audit Executive, who manages the day-to-day activities of our ERM program, reports to our Board on enterprise risk assessment under our ERM program, providing updates on key risks, status of mitigation efforts and residual risk trends. Our Board consults with outside advisors and members of management, including those involved in ERM, and has access to and periodically meets with external advisors to help monitor trends, identify potential threats and assess our company’s risk environment. Risk areas identified in the ERM process help inform how we present the risks facing our company in the “Risk Factors” section of our Annual Report on Form 10-K, which is also reviewed with the Audit Committee.

The independence of our Board and our Board leadership enhances our Board’s ability to exercise its risk oversight. Through the authority of our independent Chair of the Board and Lead Independent Director to establish Board agendas, and call and preside at Board meetings and executive sessions of our independent directors as described under “Board Structure—Board Leadership Structure” below, our current Board leadership structure offers mechanisms to facilitate our Board’s exercise of its oversight responsibilities, including by requiring management reports on specific risk exposures and requesting additional information or directing alternative actions with respect to management’s recommendation on any risk matters as our Board may determine to be necessary or advisable.


     
BOARD OF DIRECTORS
Our Board meets periodically with our Chief Audit Executive to review our overall ERM program and policies. Throughout the year, our Board receives updates on specific risks and mitigating measures in the course of its review of our strategy and business plan, and through reports to our Board by its respective committees and senior members of management.
     



 
AUDIT
COMMITTEE
Oversees ERM, internal audit and internal controls processes and policies and our Chief Audit Executive
Oversees the following risk topics:
Financial reporting, accounting, internal controls, fraud and capital structure
Cybersecurity
Legal and regulatory compliance, including our Ethics and Compliance program
Legal and regulatory requirements regarding public disclosure of topics covered by our corporate responsibility and sustainability programs
Tax and transfer pricing matters
General business risks
COMPENSATION AND
TALENT COMMITTEE
Oversees the following risk topics:
Compensation programs, policies and practices
Equity and other incentive plans
Recruiting, engagement and retention
People programs, policies and practices, including DE&I
CEO succession planning and senior leadership development
GOVERNANCE
COMMITTEE
Oversees the following risk topics:
Board and committee composition, including Board leadership structure
Director succession planning
Corporate governance policies and practices
Corporate responsibility and sustainability policies and programs, including related to human rights, environmental and climate change
Corporate political and lobbying activities and expenditures
 


MANAGEMENT
Each of our major business unit and functional area heads, with assistance from their staff, works with our internal audit and ERM functions to identify risks that could affect achievement of business strategies or objectives and develop risk mitigation measures, contingency plans and a consolidated risk profile that is reviewed and discussed with our CEO and CFO before presentation to the Audit Committee. On a regular basis, our ERM function reviews with senior management and the Audit Committee the risk profile and action plan progress, which are also made available to our Board. Our Chief Audit Executive also develops a risk-based internal audit plan utilizing the ERM consolidated risk profile.
    


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Corporate Governance Matters       23

Compensation Risk Assessment

Consistent with SEC disclosure requirements, we reviewed our fiscal 2023 compensation policies and practices to determine whether they encourage excessive risk taking. We concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our company.

Corporate Responsibility and Sustainability

We believe responsible and sustainable business practices support our long-term success as a company. These practices help keep our communities and our environment vibrant and healthy. They also lead us to more efficient and resilient business operations, help us meet our customers’ efficiency targets, reduce risks of misconduct and legal liability, enhance the reliability of our supply chain and improve the health, well-being, engagement and productivity of our employees. We believe that being an industry leader is not just about having talented employees or innovative products. It is also about doing business the right way, every day. That is why our commitment to corporate responsibility is deeply embedded in all aspects of our business.

Oversight by Our Board of Directors

Sound corporate responsibility in all aspects of our business is a focus of our Board of Directors. The Governance Committee is responsible for assisting our Board in overseeing the development and maintenance of our corporate responsibility and sustainability policies, practices and programs, including our public sustainability reporting. The committee has specific responsibility for periodically reviewing our policies and practices related to human rights, environmental and climate change, political and lobbying activities and other topics designated by our Board from time to time. The committee receives updates from our sustainability group and management regularly, including progress towards our sustainability initiatives or established targets or goals, and reviews trends, priorities and implementation of new sustainability initiatives.

The Audit Committee is responsible for reviewing the implementation of legal or regulatory requirements regarding public disclosure of topics covered by our corporate responsibility and sustainability programs and management’s controls and procedures with respect to these disclosures.

In addition, the Compensation and Talent Committee periodically reviews our people policies and programs, including those focusing on talent attraction, engagement and retention, DE&I and other topics as may be designated by our Board from time to time.


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24       Western Digital
2023 Proxy Statement

2023 Sustainability Progress

We made notable new commitments and progress on key sustainability issues in fiscal 2023. Our annual sustainability reports are located on our Corporate Responsibility–Overview page at www.westerndigital.com. The topics covered are selected based on detailed biennial materiality assessments completed by a third party, which incorporate input from investors, customers and other stakeholders, as well as our strategic priorities. Our reports are prepared in accordance with GRI standards: Core option, reference SASB standards and include disclosures aligned with UN SDGs and the TCFD recommendations. Below are highlights from our sustainability program in fiscal 2023:

 
New Environmental Targets
Energy and Emissions
Lifecycle Impacts
In June 2023, we announced significant new commitments to environmental sustainability. Those commitments are closely aligned with the results of our materiality assessments, our customers’ expectations and our long-term sustainability strategy.
By 2030
Achieve 100% renewable energy across our global operations
Reduce water withdrawals by 20%
Divert at least 95% of our operational waste from landfills
By 2032, achieve net zero emissions in our operations (Scope 1 and 2)
We aim to do our part in helping build an environmentally sustainable future by reducing our energy consumption, investing in conservation projects and managing our impacts on the environment.
Reported progress against our science-based emissions reduction targets, achieving a 14.8% reduction in Scope 1 and Scope 2 emissions from fiscal 2020 to fiscal 2022
Achieved a year-over-year 13% reduction in energy intensity from fiscal 2021 to fiscal 2022
Completed a robust data analysis of our fiscal 2021 Scope 3 GHG inventory to better understand our value chain impacts and to support emissions reduction targets
We care for our world at every step, everywhere we operate. Because our products are used widely throughout the world, we are committed to delivering products designed and manufactured with long-term sustainability in mind.
Obtained third-party validation of recycled content in our highest-volume HDDs
Enabled the diversion of over eleven metric tons of waste from landfills since the launch of our product takeback program in April 2020
Completed several ISO-conformant lifecycle assessments to evaluate the impacts of our products
Executed initiatives to reduce packaging and increase use of recycled materials
 
Diversity, Equity and Inclusion
Human Rights and Labor
Integrity
Our people are Western Digital’s most valuable resource. We believe we can achieve the best business outcomes by empowering our diverse and talented employees to make an impact, together.
Disclosed gender pay equity results and Employment Information Report (EEO-1) data
Recognized for the fourth consecutive year by Women’s Choice Award as a Best Company for Millennials, and received a perfect score from Human Rights Campaign in their Corporate Equality Index
Promoted a Global Anti-Harassment and Discrimination Policy with associated training worldwide
Respecting human rights is a foundational aspect of how we do business. We work diligently to foster a working environment where Western Digital employees and employees of our suppliers can be treated with respect and dignity and are provided with fair and safe working conditions.
Expanded our disclosure of human rights and labor management practices in our Modern Slavery Compliance Statement
Enhanced human rights-related training within our supply chain
As a global company operating across a wide range of geographies, Western Digital is committed to doing business fairly and legally. We set a consistent tone across our organization to form our global culture of integrity.
Recognized by Ethisphere Institute for the fifth consecutive year as one of the World’s Most Ethical Companies
100% of operations assessed for risks related to corruption


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Corporate Governance Matters       25

Our People Strategy

In order to support our company’s strategy, a continued emphasis on talent is required. We continue to focus on attracting, developing, engaging and retaining the best talent for our company. At the end of fiscal 2023, we employed approximately 53,000 people worldwide, across 38 countries with approximately 85% of our people in Asia Pacific, 13% in the Americas and 2% in Europe, the Middle East and Africa.

Diversity, Equity and Inclusion

We are committed to diversity and promoting an inclusive environment where every individual can thrive through a sense of belonging, respect and contribution. We support inclusive hiring, providing training and development opportunities and ensuring equitable pay for employees, and we continue to focus on increasing diverse representation at every level of our company.

Racial/Ethnic Diversity(1) Gender Diversity
U.S. Management
Management
Technical Staff
(1) As of June 30, 2023. Racially/ethnically diverse U.S. Management group consists of members of Asian, Black/African American, Hispanic/Latino or other racially or ethnically diverse communities.

Our employee resource groups (“ERGs”) help create an inclusive culture that embraces the uniqueness of our employees. We have several ERG communities, focusing on women, LGBTQ+, racial and ethnic minorities, military and people with disabilities. In fiscal 2023, we continued the self-identification initiative we launched the previous year by inviting new hires to share more about who they are across dimensions of gender, gender identity, veteran status and disabilities. Participation was optional, data was protected and the results were anonymized. We believe an in-depth understanding of our employee population will enable us to better engage and retain our talent.

Compensation and Benefits

We believe in the importance of investing in our people, and we do that through a robust total rewards program. Some achievements and initiatives of our compensation program include:

Benchmarked our compensation and benefits programs using market data from reputable third-party consultants
Conducted internal focus groups and employee surveys to inform programs and identify opportunities
Expanded our annual pay equity assessment to cover 100% of our employee population globally to promote equal pay for equal work for men and women
Conducted a global recognition program as part of compensation to celebrate the contributions of employees who bring our core values and cultural attributes to life
Continued our multi-year journey to modernize and improve our benefits portfolio to offer more choices to meet the unique needs of our diverse employees

Talent Attraction, Development and Engagement

Foundational to our people strategy is the attraction, development and engagement of our employees. In fiscal 2023, we continued to enhance our people strategy with the following achievements and initiatives:

Fostered the next generation of talent by increasing our U.S. intern conversion rate by over 40 percentage points in fiscal 2023 and by leveraging corporate sponsor opportunities
Implemented a program to remove potential for bias from our talent sourcing process for interns
Applied a skills-based screening to hire employees based on capabilities and potential


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26       Western Digital
2023 Proxy Statement

Invested in leadership development through our flagship program, “Leadership Essentials,” and self-directed development modules to help people at all levels cultivate skills
Engaged employees in philanthropy to support the communities in which they work and live, with 32% employee participation in company-sponsored volunteer events; to reach this goal, we increased our participation from our factory worker population by 27 percentage points

Communication with Management

We have the following practices to promote clear, timely and regular communication between directors and management.

Business Updates. Between Board meetings, our Board receives regular updates from our CEO and management, including on key company developments. For example, in fiscal 2023, management provided frequent updates to our Board regarding our strategic review and network security incident.
Communications with Management. Our Board regularly interacts with our CEO and management during and between Board meetings through meetings, presentations and informal gatherings of our Board and management.
Meeting Agendas and Presentations. Our Chair of the Board, Lead Independent Director and committee Chairs regularly communicate with management to discuss the development of meeting agendas and presentations.
Reference Materials. Directors also regularly receive securities analysts’ reports, investor communications, company publications, news articles and other reference materials.

Chief Executive Officer Evaluation and Succession Planning

Evaluation

The Compensation and Talent Committee reviews and approves our CEO’s goals and objectives in concert with the full Board of Directors. The Compensation and Talent Committee Chair leads the evaluation of our CEO’s performance in light of those goals and objectives by seeking input from each non-employee director, which is then discussed with our Board. Following the evaluation of our CEO’s performance, the committee determines and approves our CEO’s compensation.

Succession Planning

The Compensation and Talent Committee oversees CEO and key management personnel succession planning. Our Board of Directors periodically reviews our CEO’s and key management’s development plans. Directors engage with potential CEO and key management personnel successors at Board and committee meetings and in less formal settings to allow directors to personally assess candidates. Furthermore, our Board periodically reviews the overall composition of our key management personnel’s qualifications, tenure and experience.

Emergency Succession

Our Board of Directors has also adopted an emergency CEO succession plan. The plan will become effective in the event our CEO becomes unable to perform his or her duties in order to minimize potential disruption or loss of continuity to our business and operations. Our emergency CEO succession plan is reviewed annually by the Governance Committee and our Board.

Stockholder Engagement

Our Board of Directors and management are committed to regular engagement with our stockholders and soliciting their views and input on important performance, executive compensation, governance, environmental, social, human capital management and other matters.

Transparency and Informed Compensation Decisions and Governance Enhancements. The Compensation and Talent and Governance Committees routinely review our executive compensation design and governance practices and policies, respectively, with an eye towards continual improvement and enhancements. Stockholder input is


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Corporate Governance Matters       27

regularly shared with our Board, its committees and management, facilitating a dialogue that provides stockholders with transparency into our executive compensation design and governance practices and considerations, and informs our company’s enhancement of those practices.
Board-Driven Engagement. In addition to the Governance Committee’s oversight of the stockholder engagement process and the periodic review and assessment of stockholder input, our directors also engage directly with our stockholders by periodically participating in stockholder outreach.
Year-Round Engagement and Board Reporting. Our management members and directors conduct outreach to stockholders throughout the year to obtain their input on key matters and keep our management and Board informed about the issues that our stockholders tell us matter most to them.

As part of our Board’s year-round stockholder engagement program, we conducted outreach and engagement both in the lead up to our 2022 Annual Meeting to discuss our stockholders’ perspectives on ballot items, and then following the 2022 Annual Meeting. After the meeting, we sought to understand our stockholders’ concerns regarding key vote outcomes and we discussed broader updates on our business, Board composition and corporate responsibility and sustainability efforts. Over this period of time, we engaged with stockholders representing a total of 45% of our outstanding shares of common stock.

   
LEAD UP TO 2022 ANNUAL MEETING FOLLOWING 2022 ANNUAL MEETING
We contacted over 25 of our stockholders representing approximately 59% of our shares of common stock outstanding. The stockholder engagement team conducted numerous calls with stockholders representing approximately 34% of our shares of common stock outstanding, with our Chair of the Compensation and Talent Committee participating in meetings representing a majority of the shares that chose to engage. We contacted over 30 of our stockholders representing approximately 64% of our shares of common stock outstanding. The stockholder engagement team conducted numerous calls with stockholders representing approximately 37% of our shares of common stock outstanding, with our Chair of the Compensation and Talent Committee participating in meetings representing a majority of the shares that chose to engage.

Below is a summary of key areas of stockholder interest discussed:

Our executive compensation program, specifically changes to be considered for fiscal 2024 given the Say on Pay vote outcome at our 2022 Annual Meeting
Our ongoing strategic review, our executive leadership team and relevant updates to our business strategy and performance
Our Board’s collective and diverse skillsets and experience
Corporate responsibility and sustainability efforts, including our recently announced commitment to achieve net zero emissions in our operations (Scope 1 & 2) by 2032
Human capital matters including DE&I initiatives, reporting and oversight

For additional information on stockholder engagement, feedback and our responsive actions relating to our executive compensation program, please see the section entitled “Executive Compensation—Compensation Discussion and Analysis.”


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28       Western Digital
2023 Proxy Statement

Board Structure

Board Leadership Structure

Current Leadership Structure

DAVID V. GOECKELER MATTHEW E. MASSENGILL STEPHANIE A. STREETER
Chief Executive Officer and Director Independent Chair of the Board Lead Independent Director

Our Board of Directors does not have a policy with respect to whether the roles of Chair of the Board and CEO should be separate and, if they are to be separate, whether our Chair of the Board should be selected from our non-employee directors or should be an employee. Our Board believes the Board’s leadership structure at any point in time should be based upon an assessment of the needs of our Board and our company at the time after giving consideration to, among other things, our business plans, strategic opportunities and succession planning priorities. Our Board also considers the views of stockholders, including as it relates to director independence, as well as corporate governance and industry trends.

We currently separate the roles of CEO and Chair of the Board, with Mr. Massengill currently serving as Chair of the Board. Mr. Massengill has served as Chair of the Board since 2015. Our Board believes this is the appropriate leadership for our company at this time because it permits Mr. Goeckeler, as our CEO, to focus on setting our strategic direction, day-to-day leadership and our performance, while permitting our Chair of the Board to focus on providing guidance to our CEO and setting the agenda for Board meetings. Our Board also believes that the separation of our CEO and Chair of the Board roles assists our Board in providing robust discussion and evaluation of strategic goals and objectives. We believe that Mr. Massengill is best suited for the Chair of the Board position based on his many years of service to Western Digital as an executive and Board member, which provide him with a deep understanding of our operations and provides valuable knowledge to our Board on the issues we face to achieve our strategic objectives.

Our Corporate Governance Guidelines provide that our Board will appoint a Lead Independent Director if our Chair of the Board is not an independent director under the Nasdaq Stock Market listing standards or if our Board otherwise deems it appropriate. Although our Board has determined that Mr. Massengill is independent under the Nasdaq Stock Market listing standards, because he is a former executive Chair of the Board and President and CEO of our company, our Board believes that it is appropriate to annually appoint a Lead Independent Director. Our Lead Independent Director plays an important role in maintaining effective independent oversight of our company. The independent members of our Board have most recently appointed Ms. Streeter as our Lead Independent Director, a position she has held since 2021. Ms. Streeter’s strong leadership skills, significant public company board experience, contributions to successful CEO and director searches, financial expertise and service as the Governance Committee Chair, in addition to her skills and experience described in the section entitled “Election of Directors—Nominees for Election,” qualify her to serve as our Lead Independent Director.


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Corporate Governance Matters       29

The responsibilities of our Chair of the Board and our Lead Independent Director are summarized in the table below.

   
CHAIR OF THE BOARD LEAD INDEPENDENT DIRECTOR
Leads our Board of Directors in overseeing the management and direction of our company
Calls meetings of our Board and stockholders
Chairs meetings of the Board and the annual meeting of stockholders
Establishes Board meeting schedules and agendas
Calls executive sessions of our independent directors
Engages in discussions with members of our management and our Board, as appropriate
Engages in discussions with our stockholders and other stakeholders on relevant matters, as appropriate
Communicates with all directors on key issues and concerns outside of Board meetings
Acts as a liaison between our independent directors and management
Assists our Chair of the Board in establishing the agenda for Board meetings
Presides at the meetings and executive sessions of our Board of Directors in the absence of our independent Chair of the Board
Oversees our Board evaluation process
Oversees our stockholder engagement efforts
Represents our company from time to time in communications with our stockholders and other stakeholders, as appropriate
Performs such other duties as may be specified by our Board of Directors from time to time

While our Chair of the Board and Lead Independent Director have authority to establish Board meeting agendas, propose actions for approval and represent the interests of our company and our Board in discussions with management and our stockholders, any specific actions taken in connection with these matters are exercised by our full Board or any Board committee to which authority has been delegated, and not by any individual director.

Executive Sessions

All members of our Board of Directors, other than our CEO, are independent. In order to assure that our independent directors are not inappropriately influenced by management, the independent directors meet without management in executive sessions led by our independent Chair of the Board or, in his absence, our Lead Independent Director, in conjunction with each regularly scheduled meeting of our Board, and otherwise as deemed necessary by our Chair of the Board or our other independent directors. At these executive sessions, our independent directors review, among other things, our strategy, financial performance, management effectiveness and succession planning. Our Chairs of each of the Board committees also lead regular executive sessions of each of the Board committees. These executive sessions allow independent directors to speak candidly on any matter of interest, without members of management present.


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30       Western Digital
2023 Proxy Statement

Committees

Our Board of Directors has standing Audit, Compensation and Talent, Governance and Executive Committees. Each of the standing committees operates pursuant to a written charter that is available on our website under “Leadership & Governance” at investor.wdc.com. Our Board has affirmatively determined that all members of the Audit, Compensation and Talent and Governance Committees are independent as defined under the listing standards of the Nasdaq Stock Market and applicable SEC rules.

Audit Committee Meetings Held in Fiscal 2023: 13 | Committee Report: page 94
       
COMMITTEE MEMBERS     KEY RESPONSIBILITIES
Directly responsible for appointing, compensating and overseeing independent accountants, with input from management
Pre-approves all audit and non-audit services provided by our independent accountants
Reviews annual and quarterly financial statements
Reviews adequacy of accounting and financial personnel resources
Oversees and appoints our chief audit executive and reviews our internal audit plan and internal controls
Reviews and discusses with management risk assessment and enterprise risk management policies, including risks related to financial reporting, accounting, internal controls, fraud, capital structure, legal and regulatory compliance and cybersecurity
Reviews and discusses with management the implementation of legal and regulatory requirements regarding public disclosure of topics covered by our corporate responsibility and sustainability programs
Oversees ethics and compliance program
Our Board has affirmatively determined that each member is an “audit committee financial expert” as defined by rules of the SEC.
Kimberly E.
Alexy
(Chair)
Martin I. Cole
 
Stephanie A.
Streeter
 

Compensation and
Talent Committee
Meetings Held in Fiscal 2023: 9 | Committee Letter and Report: page 40
       
COMMITTEE MEMBERS     KEY RESPONSIBILITIES
Evaluates and approves executive officer compensation
Reviews our people programs and initiatives, including DE&I
Reviews and makes recommendations on non-employee director compensation
Reviews and approves corporate goals and objectives for our CEO’s compensation and evaluates our CEO’s performance in light of those goals and objectives
Oversees incentive and equity-based compensation plans
Reviews and recommends changes to benefit plans requiring Board approval
Reviews and approves any compensation recovery (clawback) policy or stock ownership guidelines applicable to executive officers
Oversees the CEO succession plan and senior leadership development program
Martin I. Cole
(Chair)
Tunç Doluca
 
Stephanie A.
Streeter


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Corporate Governance Matters       31

Governance Committee Meetings Held in Fiscal 2023: 8
       
COMMITTEE MEMBERS     KEY RESPONSIBILITIES
Develops and recommends a set of corporate governance principles
Evaluates and recommends the size and composition of our Board and committees and functions of committees
Develops and recommends Board membership criteria
Identifies, evaluates and recommends director candidates
Reviews corporate governance issues and practices
Reviews directorships in other companies held by or offered to directors and executive officers
Manages the annual Board and committee evaluation process
Assists our Board in overseeing corporate responsibility and sustainability policies and programs and public reporting
Reviews and oversees responses regarding stockholder proposals relating to corporate governance, corporate responsibility or sustainability matters
Oversees our political and lobbying strategy, activities and expenditures
Stephanie A.
Streeter 
(Chair)
Thomas
Caulfield
 
Miyuki Suzuki




Executive Committee Meetings Held in Fiscal 2023: 21
       
COMMITTEE MEMBERS     KEY RESPONSIBILITIES
Has powers of our Board in management of our business affairs in between meetings of our Board, subject to applicable law or the rules and regulations of the SEC or the Nasdaq Stock Market and specific directions given by our Board
Oversees the evaluation of potential strategic alternatives for our company
David V.
Goeckeler

(Chair)
Kimberly E.
Alexy
 
Matthew E.
Massengill
Stephanie A.
Streeter


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32       Western Digital
2023 Proxy Statement

Employee Awards Committee

Our Board of Directors has also established an Employee Awards Committee as a Board committee with limited delegated authority to approve and establish the terms of equity and cash awards granted to eligible participants. Mr. Goeckeler is currently the sole director serving on the committee.

Board Processes and Policies

Corporate Governance Guidelines and Code of Business Ethics

Our Board of Directors has adopted Corporate Governance Guidelines, which provide the framework for governance of our company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to stockholders, including:

The role and responsibilities of our Lead Independent Director
Director nomination procedures and qualifications
Director independence
Policies related to board refreshment and limitations on other board service
Director orientation and continuing education
Annual performance evaluations of our Board and committees
Succession planning and management development

Our Board of Directors has also adopted a Code of Business Ethics that applies to all of our directors, employees and officers. The current versions of the Corporate Governance Guidelines and the Code of Business Ethics are available on our website under “Leadership & Governance” at investor.wdc.com.

We intend to promptly disclose future amendments to certain provisions of the Code of Business Ethics, or waivers of such provisions granted to executive officers and directors, on our website under “Leadership & Governance” at investor.wdc.com, to the extent required by applicable rules and regulations of the SEC or the Nasdaq Stock Market.

Director Overboarding Policy

Our Board of Directors encourages directors to limit the number of other boards on which they serve to ensure that they are able to devote sufficient time and effort to properly discharge their duties and responsibilities as a member of our Board. In determining the appropriate number of outside directorships, directors should consider potential board attendance, participation and effectiveness on these boards. The table below summarizes the limits on the number of outside directorships under our overboarding policy set forth in our Corporate Governance Guidelines.

     
Directors CEO
A director may not simultaneously serve on the boards of more than 5 public companies (including Western Digital) Our CEO may not simultaneously serve on the boards of more than 2 public companies (including Western Digital)

All incumbent directors are in compliance with our overboarding policy.

Before accepting an invitation to serve on another board, a director must notify our Chair of the Board and our Chair of the Governance Committee. The Governance Committee reviews whether the position would affect the director’s ability to serve on our Board (including potential conflicts of interest, independence, related person transactions and time commitments). The Governance Committee reviews outside directorship positions annually and reviews the overboarding policy annually as part of its review of our Corporate Governance Guidelines.


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Corporate Governance Matters       33

Board and Committee Evaluations

Our Board of Directors engages in a comprehensive annual Board and Board committee evaluation process. Our Board believes that a thorough evaluation process that encourages director engagement will foster constructive feedback and enhance our Board’s overall effectiveness. Accordingly, the Governance Committee oversees an annual performance evaluation process that includes the following:

     
Thorough
Evaluation
Questionnaires
Each director completes a written questionnaire soliciting feedback on various topics, including:
Board meetings and materials
Board composition
Board committee performance
Relationships with management
Communications among and between our Board and management
Our Board’s strategic oversight role
Management and Board succession planning
Overall Board effectiveness
     
Discussions with
Each Director
An outside firm compiles and analyzes the results of each written evaluation, and summarizes the results on an aggregated and anonymous basis, which our Governance Committee Chair discusses with each director to solicit further feedback.
     
Results Discussed
with the Full
Board and
Each Committee
The full Board and each respective committee discusses the performance evaluation results, and, if determined appropriate, acts on the feedback received.
     
Individual
Director
Assessments
As part of the annual performance evaluation process, each director also completes a written self-evaluation covering various topics, including:
Meeting attendance, preparation and participation
Understanding of our business and strategy
Relationships with management and other directors
Our Chair of the Board discusses individual self-evaluation responses with each director.
     
Evaluation
Results
The information collected during our Board evaluation process is utilized by our Board to make decisions regarding Board structure, Board committees and their responsibilities, agendas and meeting schedules, changes in the performance or function of our Board and continued service of individual directors. The Governance Committee oversees and monitors the actions taken as a result of the Board evaluations at each of its regular meetings. In response to the most recent annual Board evaluation process, we enhanced the cadence of key management presentations to our Board, including presentations focused on our flash and HDD business units and global operations.


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34       Western Digital
2023 Proxy Statement

Communicating with Directors

Our Board of Directors provides a process for stockholders to send communications to our Board or to individual directors or groups of directors. In addition, interested parties may communicate with our Chair of the Board or Lead Independent Director or with our independent directors as a group. Our Board recommends that stockholders and other interested parties initiate any communications with our Board (or individual directors or groups of directors) in writing. These communications should be sent by mail to our Secretary (please see page 101 for contact information). The name of any specific intended Board recipient or recipients should be clearly noted in the communication (including whether the communication is intended only for our non-employee Chair of the Board, Lead Independent Director or our non-employee directors as a group). Our Board has instructed our Secretary to forward such correspondence to the intended recipients unless such correspondence is purely commercial or frivolous in nature (such as spam), or otherwise obviously inappropriate for consideration.

Transactions with Related Persons

Policies and Procedures for Approval of Related Person Transactions

Our Board of Directors has adopted a written Related Person Transactions Policy. The purpose of this policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: (i) we were, are or will be a participant; (ii) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year; and (iii) a related person has or will have a direct or indirect material interest. For purposes of the policy, a related person is: (i) any person who is, or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a nominee to become a director; (ii) any person who is known to be the beneficial owner of more than 5% of our common stock; or (iii) any immediate family member of any of the foregoing persons.

Under the policy, once a related person transaction has been identified, the Audit Committee must review the transaction for approval or ratification. In determining whether to approve or ratify a related person transaction, the committee is to consider all relevant facts and circumstances of the related person transaction available to the committee. The committee may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders, as the committee determines in good faith. No member of the committee will participate in any consideration of a related party transaction with respect to which that member or any member of his or her immediate family is a related person.

Certain Transactions with Related Persons

We have not had any related person transaction since the beginning of fiscal 2023.


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Corporate Governance Matters       35

Director Compensation

Fiscal 2023 Director Compensation Program for Non-Employee Directors

We believe that it is important to attract and retain exceptional and experienced directors who understand our business, and to offer compensation opportunities that further align the interests of our non-employee directors with those of our stockholders. The Compensation and Talent Committee, with the assistance of its independent compensation consultant, regularly reviews our non-employee director compensation and market trends in director compensation (including non-employee director compensation practices at a group of peer companies) and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. The committee makes recommendations based on such review to our Board of Directors, which determines whether any changes should be made to our non-employee director compensation program.

We established a compensation program for fiscal 2023 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 average total direct compensation amount.

The following section describes the elements and other features of our director compensation program for fiscal 2023 for non-employee directors. There are no planned changes to the non-employee director compensation program for fiscal 2024.

Non-Employee Director Cash Retainer Fees

Cash retainer fees are paid to our non-employee directors based on Board and committee service from annual meeting to annual meeting and are paid in a lump sum immediately following the annual meeting marking the start of the year. The following table sets forth the schedule of annual cash retainer and committee membership fees for our non-employee directors for fiscal 2023.

Type of Fee       Current Annual Fee
($)
Annual Retainer 85,000
Additional Non-Employee Chair of the Board Retainer 100,000
Additional Committee Member Retainers:
Audit Committee 15,000
Compensation and Talent Committee 12,500
Governance Committee 10,000
Additional Committee Chair Retainers:
Audit Committee 25,000
Compensation and Talent Committee 22,500
Governance Committee 15,000

A non-employee director serving as Chair of a Board committee receives both the Additional Committee Chair Retainer and the Additional Committee Member Retainer for that committee. Non-employee directors who are appointed to our Board, a Board committee, or to one of our Chair positions noted above during the year are paid a pro rata amount of the annual retainer fees for that position based on service to be rendered for the remaining part of the year after appointment.

Non-employee directors do not receive a separate fee for each Board or committee meeting they attend. We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred to attend each Board or committee meeting.


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36       Western Digital
2023 Proxy Statement

Non-Employee Director Equity Awards

Under our Non-Employee Director Restricted Stock Unit Grant Program, each of our non-employee directors automatically received for fiscal 2023 an award of RSUs equal in value to $240,000 (or, in the case of our non-employee director serving as Chair of the Board, $290,000, or, in the case of our Lead Independent Director, $280,000). Non-employee directors receive the awards immediately following the annual meeting of stockholders if he or she has been re-elected as a director at that meeting. In the case of a non-employee director who is newly elected or appointed after the date of the annual meeting, we grant a prorated award of RSUs for the year in which he or she is elected or appointed.

In fiscal 2023, our Board amended our Non-Employee Director Restricted Stock Unit Grant Program such that a non-employee director who is serving on our Board pursuant to an investor’s contractual right (an “Investor Designated Director”) will receive a cash award in lieu of RSUs. The amount of a cash award granted in lieu of RSUs will be equal to the value of RSUs that the recipient would otherwise have been entitled to receive. Accordingly, we granted a prorated cash award in the amount of $189,369 in lieu of RSUs in connection with Mr. Rayman’s appointment to our Board in January 2023.

The RSUs and cash awards granted in fiscal 2023 vest 100% upon the earlier of: (i) November 16, 2023 (the first anniversary of the grant date); and (ii) immediately prior to the first annual meeting of stockholders held after the grant date.

Deferred Compensation Plan for Non-Employee Directors

We permit each non-employee director to defer payment of up to 80% of his or her annual cash compensation in accordance with our Deferred Compensation Plan. We also permit non-employee directors to defer payment of any RSUs awarded under our Non-Employee Director Restricted Stock Unit Grant Program beyond the vesting date of the award. RSUs and other amounts deferred in cash by a director are generally credited and payable in the same manner as amounts deferred by our executive officers and other participants in our Deferred Compensation Plan as further described in the “Fiscal 2023 Non-Qualified Deferred Compensation Table.”

Director Compensation Table for Fiscal 2023

The table below summarizes the compensation for fiscal 2023 for each of our non-employee directors serving on our Board of Directors in fiscal 2023. Mr. Goeckeler was a named executive officer for fiscal 2023 and did not receive any additional compensation for his services as a director during fiscal 2023. Information regarding his compensation for fiscal 2023 is presented in the “Fiscal 2021–2023 Summary Compensation Table” and the related explanatory tables.

Name       Fees Earned or
Paid in Cash
($)
      Stock
Awards
($)(1)
      Total
($)
Kimberly E. Alexy 125,000 239,971 364,971
Thomas Caulfield 95,000 239,971 334,971
Martin I. Cole 135,000 239,971 374,971
Tunç Doluca 97,500 239,971 337,471
Matthew E. Massengill(2) 185,000 289,976 474,976
Paula A. Price(3)
Reed B. Rayman 267,789 (4) 267,789
Stephanie A. Streeter 137,500 279,997 417,497
Miyuki Suzuki 95,000 239,971 334,971
(1) The amounts shown reflect the aggregate grant date fair value of equity awards granted in fiscal 2023 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. Rayman and Ms. Price, both of whom did not receive any equity grants, on the date of our 2022 Annual Meeting (November 16, 2022), each non-employee director was automatically granted 6,589 RSUs (7,962 RSUs for our Chair of the Board and 7,688 RSUs for our Lead Independent Director).


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Corporate Governance Matters       37

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) held by each of our non-employee directors on June 30, 2023:

Name       Aggregate
Number of Unvested
Restricted Stock Units
Kimberly E. Alexy 6,589
Thomas Caulfield 6,589
Martin I. Cole 6,589
Tunç Doluca 6,589
Matthew E. Massengill 7,962
Paula A. Price
Reed B. Rayman
Stephanie A. Streeter 7,688
Miyuki Suzuki 6,589
(2) Mr. Massengill elected to defer 80% of his cash compensation earned in calendar year 2023 and 100% of his fiscal 2023 RSU award.
(3) Ms. Price’s service on our Board ended at our 2022 Annual Meeting.
(4) Mr. Rayman’s cash compensation includes prorated annual retainers totaling $78,420, paid in connection with his appointment to our Board in January 2023 and Audit Committee in February 2023. Effective August 2023, Mr. Rayman no longer serves on our Audit Committee. Mr. Rayman’s cash compensation also includes a prorated cash award in the amount of $189,369 in lieu of RSUs, in accordance with our amended Non-Employee Director Restricted Stock Unit Grant Program, as described in the section above entitled “Non-Employee Director Equity Awards”. Pursuant to arrangements between Mr. Rayman and Apollo Global Management, Inc., Mr. Rayman’s cash compensation is paid to Apollo Management Holdings, L.P.

Director Stock Ownership Guidelines

Under our director stock ownership guidelines, directors are generally prohibited from selling any shares of our common stock unless they own “qualifying shares” with a market value of at least $375,000, which include common stock, RSUs, deferred stock units and common stock beneficially owned by the director by virtue of being held in a trust, by a spouse or by the director’s minor children. Shares the director has a right to acquire through the exercise of stock options (whether or not vested) do not count towards the stock ownership requirement. All of our current non-employee directors comply with our director stock ownership guidelines.


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38       Western Digital
2023 Proxy Statement

Executive Officers

Listed below are our current executive officers, followed by a brief account of their business experience. Executive officers are normally appointed annually by our Board of Directors at a meeting immediately following the annual meeting of stockholders. There are no family relationships among these officers nor any arrangements or understandings between any officer and any other person pursuant to which an officer was selected.

   
David V. Goeckeler
61, Chief Executive Officer
Mr. Goeckeler has served as our CEO since March 2020. Biographical information regarding Mr. Goeckeler is set forth in the section entitled “Corporate Governance Matters—Proposal 1: Election of Directors.”
Wissam G. Jabre
53, Executive Vice President and Chief Financial Officer
Mr. Jabre has served as our Executive Vice President and CFO since February 2022.
Prior to that, Mr. Jabre served as senior vice president and chief financial officer of Dialog Semiconductor, PLC, a provider of semiconductor-based system solutions, from 2016 until it was acquired by Renesas Electronics Corporation in August 2021. Mr. Jabre previously served as corporate vice president of finance at Advanced Micro Devices, Inc., from 2014 to 2016. Prior to 2014, Mr. Jabre served in various finance positions of increasing responsibility at Freescale Semiconductor, Inc. (NXP Semiconductors N.V.), Motorola, Inc. and Schlumberger Ltd.
Robert W. Soderbery
57, Executive Vice President and General Manager, Flash Business
Mr. Soderbery has served as our Executive Vice President and General Manager, Flash Business, since September 2020.
Prior to that, Mr. Soderbery served as president and board member of UpLift, Inc., a travel finance company, from 2017 to September 2020. He has also served as managing member of Acclimate Ventures LLC, a consulting, advisory and investment firm, since 2016. Mr. Soderbery previously served as senior vice president and general manager, enterprise products, and in other senior leadership roles at Cisco Systems from 2009 to 2016. Prior to that, he served as senior vice president, storage and availability management group, and in other leadership roles at Symantec Corporation. Mr. Soderbery currently serves on the board of directors of Rockwell Automation, Inc., and previously served as an advisor to such board from 2017 to 2022.
Michael C. Ray
56, Executive Vice President, Chief Legal Officer and Secretary
Mr. Ray has served as our Executive Vice President, Chief Legal Officer and Secretary since 2015, having previously served as our Senior Vice President, General Counsel and Secretary from 2011 to 2015, our Vice President, General Counsel and Secretary from 2010 to 2011, and in a number of positions in our legal department, ranging from Senior Counsel to Vice President, Legal Services, from 2000 to 2010.
Prior to that, Mr. Ray served as corporate counsel for Wynn’s International, Inc. from 1998 to 2000. Mr. Ray previously served as a judicial clerk to the U.S. District Court, Central District of California, and practiced law at O’Melveny & Myers LLP.


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Executive Compensation

 
PROPOSAL 2
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Compensation and Talent Committee designed an executive compensation program that provides:
Strong linkage between management and stockholders’ interests
Pay for performance alignment and rewards for long-term value creation
Robust oversight by our Board and Compensation and Talent Committee
Our Board of Directors recommends a vote FOR this Proposal 2 to approve on an advisory basis the executive compensation program for our named executive officers

Proposal Details

You have the opportunity to cast a non-binding, advisory “Say on Pay” vote on the executive compensation of our named executive officers. Our current policy is to provide our stockholders with an advisory Say on Pay vote every year. For information regarding the frequency of future Say on Pay votes, please refer to Proposal 3.

Please read the section entitled “Executive Compensation—Compensation Discussion and Analysis” (and the various compensation tables and narratives accompanying those tables included under “Executive Compensation Tables and Narratives”) for information necessary to inform your vote on this Proposal 2.

Board Recommendation and Vote
Required for Approval

Board Recommendation

Our Board of Directors recommends that you vote FOR approval, on a non-binding advisory basis, of our executive compensation program for our named executive officers as disclosed in this Proxy Statement:

RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

Vote Required for Approval

The affirmative vote of a majority of the voting power of the shares of our Voting Stock (as described in the section entitled “Additional Information—General Information About the Annual Meeting—Who Can Vote”) represented in person or by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve this Proposal 2. You may vote FOR, AGAINST or ABSTAIN on this proposal. Proxies received by our Board of Directors will be voted FOR this Proposal 2 unless specified otherwise.

While this vote is nonbinding on our company and our Board of Directors, our Board and Compensation and Talent Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers under our executive compensation program.


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40       Western Digital
2023 Proxy Statement

Letter to Stockholders from the Compensation and Talent Committee

Dear Fellow Stockholders:

As members of Western Digital’s Compensation and Talent Committee, we are aligned around a compensation philosophy that is designed to accomplish three goals: (i) attract, retain and motivate premier talent, (ii) pay for performance and (iii) align the interests of our executive officers with the interests of our stockholders. It is with this overriding philosophy in mind that we make our compensation decisions.

Compensation to Drive Our Strategic Focus

We began a strategic review of our business as fiscal 2022 ended to evaluate all options to unlock long-term value creation for our stockholders. We also have been navigating a challenging and dynamic market in which our management team has focused on business agility and product innovation, while also right-sizing and refocusing our business to align with the demand environment.

During this period of strategic review and challenging market dynamics, the Compensation and Talent Committee has been highly focused on ensuring our compensation practices evolve alongside our business and strategic focus. This includes appropriately incentivizing the management team to drive forward the necessary execution of our strategic objectives, retaining the right talent and leadership during this pivotal time and rewarding performance that drives long-term value creation for our stockholders.
     
Stockholder Dialogue Informs Committee Actions

We received a clear message from our stockholders through the Say on Pay vote outcome at our 2022 Annual Meeting. While we have an ongoing stockholder engagement program and strong track record of incorporating stockholder feedback into our deliberations and actions, we took this year as an opportunity to further expand the scope of our stockholder outreach to help ensure we fully understood the concerns that drove stockholder vote decisions.

Our Chair participated in more than half of all stockholder conversations. We heard clear feedback from our stockholders that one of the primary drivers of opposition was the removal of performance conditions for an outstanding performance stock unit award. We also heard valuable feedback on the metrics and structure of our program. All of this feedback informed the Compensation and Talent Committee’s extensive dialogue and deliberation over the course of the year and helped shape the actions that we have taken as we continue to refine the framework and structure of our incentive compensation program to appropriately reward creation of long-term value in line with our strategic business priorities.
     
Actions to Respond to Feedback and Further Align our Program with our Strategic Focus
Based on the feedback we received from the stockholders with whom we had direct conversations, as well as the committee’s ongoing focus on evolving our compensation program with the evolution of the business, the committee has taken several actions and made multiple enhancements to our executive compensation program. The committee believes these changes further align the interests of our management team and stockholders, including:
Committing to not modify outstanding PSUs absent extraordinary circumstances
Reaffirming the committee’s practice to motivate and retain our named executive officers through the annual compensation program rather than one-time awards
Establishing a three-year relative total stockholder return modifier for PSUs beginning with the fiscal 2024 awards
Removing an “upside” incentive tied to stock price compound annual growth rate from the PSU program beginning with the fiscal 2024 awards
Removing the exabytes shipped metric from our short-term incentive program and replacing it with a cash metric and emissions metric


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Executive Compensation       41

Replacing the individual performance component of the short-term incentive program with an individual performance modifier capped at 100% if our profit metric is below the minimum performance target for fiscal 2024
Updating our proxy peer group for fiscal 2024 to include peers with revenues more commensurate with Western Digital
In addition to these changes, in February 2023, the committee reduced the base salaries of our named executive officers through the end of fiscal 2023 to align our executive team with employees who experienced cutbacks in the context of the market downturn. We also did not make a payout under our short-term incentive plan given our company’s performance, which aligns with our pay-for-performance philosophy.
Full details of all decisions and actions taken may be found starting on page 44 of this Proxy Statement.
     
We want to thank the many stockholders who have taken the time to meet and provide feedback on compensation matters over the past year and in prior years. We look forward to continued engagement and hope to have your support on this year’s Say on Pay vote.
Sincerely,

MARTIN I. COLE, Chair

TUNÇ DOLUCA

STEPHANIE A. STREETER
     


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42       Western Digital
2023 Proxy Statement

Report of the Compensation and Talent Committee

The Compensation and Talent Committee, comprised entirely of independent directors, reviewed and discussed the following Compensation Discussion and Analysis with management. Based on that review and discussion, the committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement for our 2023 annual meeting of stockholders and incorporated by reference into our 2023 Annual Report on Form 10-K.

THE COMPENSATION AND TALENT COMMITTEE


           
MARTIN I. COLE
Chair
TUNÇ DOLUCA STEPHANIE A. STREETER

Compensation and Talent Committee Interlocks and Insider Participation

Each of the committee members whose names appear on the Compensation and Talent Committee Report above were members of the committee during all of fiscal 2023. All members of the committee during fiscal 2023 were independent directors and none of them were our employees or former employees or had any relationship with us requiring disclosure of certain transactions with related persons under SEC rules. There are no compensation committee interlocks between us and other entities in which one of our executive officers served on the compensation committee (or equivalent body) or the board of directors of another entity whose executive officer(s) served on the committee or our Board.


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Executive Compensation       43

Compensation Discussion and Analysis

Our Named Executive Officers

When we refer to our “named executive officers” for fiscal 2023, we mean:

 
DAVID V. GOECKELER       WISSAM G. JABRE       ROBERT W. SODERBERY       MICHAEL C. RAY
Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President and General Manager, Flash Business Executive Vice President, Chief Legal Officer and Secretary

Srinivasan Sivaram, our former President, Technology and Strategy, who voluntarily terminated his employment in September 2023, was also a named executive officer for fiscal 2023.

Contents

Overview and Stockholder Engagement       44
Fiscal 2024 Decisions Following Stockholder Engagement 47
Executive Compensation Philosophy, Objectives and Process 51
Fiscal 2023 Decisions and Outcomes 55
Other Program Features and Policies 63

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44       Western Digital
2023 Proxy Statement

Overview and Stockholder Engagement

In the context of a challenging and dynamic market in fiscal 2023, management focused on business agility and product innovation, while also right-sizing and refocusing our business to align with the demand environment. Although management’s focus on execution delivered solid financial results in the midst of a substantial cyclical market downturn, our performance was below the targets established by the Compensation and Talent Committee for fiscal 2023.

Business Highlights

NON-GAAP OPERATING INCOME(1)
($M)
      FLASH EXABYTES SHIPPED
(Exabytes)
      HDD EXABYTES SHIPPED
(Exabytes)
(1) See Appendix A to this Proxy Statement for a reconciliation of GAAP operating income to non-GAAP operating income.

Paying for Performance: Fiscal 2023 Performance Results and Payouts

Payouts under our incentive compensation plans reflect our lower financial performance in fiscal 2023 relative to fiscal 2022. The fiscal 2023 STI did not pay out (0%) for our named executive officers, reflecting below threshold performance with respect to our annual financial and operational targets. The payout for the fiscal 2021-2023 performance stock units (“PSUs”) under our LTI program was also below target. The executive incentive compensation plan payouts align with the Compensation and Talent Committee’s pay-for-performance philosophy.

Award         Fiscal 2023
Payouts
      Page
STI Payout for Fiscal 2023
Fiscal 2023 STI 0% 58
LTI Payout for Fiscal 2023
Fiscal 2021–2023 PSUs 48% 62

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Executive Compensation       45

Stockholder Engagement and Responsiveness

Leading up to, and following, our 2022 Annual Meeting, at which our proposal on named executive officer compensation received low support (12%), we pursued a deliberate engagement program to enhance our ongoing outreach, and to better understand the perspectives and concerns of our stockholders.

In the fall of 2022, prior to our 2022 Annual Meeting, we conducted extensive outreach to our stockholders to discuss voting matters at our upcoming 2022 Annual Meeting. Through this engagement, we understood that our stockholders were primarily concerned with the amendment to our CEO’s sign-on PSU award to eliminate the performance metric. We also heard feedback regarding our short- and long-term incentive metric selection and retention awards granted to our named executive officers. As a result of feedback received in the lead up to our 2022 Annual Meeting, the Compensation and Talent Committee launched an evaluation of our executive compensation program and practices and, in the summer of 2023, initiated a broad-based stockholder engagement effort to discuss changes under consideration. During the fall of 2022 and summer of 2023, management team members from Human Resources, Corporate Sustainability, Investor Relations and Legal, as well as our Compensation and Talent Committee Chair, collectively engaged with stockholders representing a total of 45% of our outstanding shares of common stock. The Compensation and Talent Committee leveraged feedback and insights from stockholders on proposed changes under consideration as it reviewed our executive compensation, resulting in changes to our program and associated disclosures.

LEAD UP TO 2022 ANNUAL MEETING FOLLOWING 2022 ANNUAL MEETING
Stockholders contacted
>25
Stockholders contacted
>30
Shares outstanding represented
59%
Shares outstanding represented
64%
Shares outstanding engaged
34%
Shares outstanding engaged
37%
Shares outstanding engaged with director
30%
Shares outstanding engaged with director
27%

The table below includes a detailed summary of the key feedback we heard from stockholders and the actions taken by the Compensation and Talent Committee to enhance our executive compensation program, respond to stockholder concerns and align with stockholder expectations. These changes are also described in more detail in the section entitled “Fiscal 2024 Decisions Following Stockholder Engagement” on page 47.


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46       Western Digital
2023 Proxy Statement
      WHAT WE HEARD ACTIONS TAKEN IN RESPONSE
One-Time Actions
Consistent feedback against the amendment to our CEO’s sign-on PSU award to eliminate the performance metric. 
Predominant driver of votes against Say on Pay at our 2022 Annual Meeting
Committed to not modify outstanding PSUs going forward absent extraordinary circumstances
Asked about the use of time-based retention awards
Reaffirmed focus on providing incentive opportunities through the annual compensation program as opposed to one-off time-based retention awards, which stockholders understood may be warranted to retain talent in light of developments with our business and ongoing strategic review
The committee did not grant retention awards to our named executive officers in fiscal 2023
LTI Design
Desire for a long-term performance measure to accompany annual PSU performance targets
Incorporated a three-year relative total stockholder return (“TSR”) modifier that modifies the PSU payout +/- 10% based on our relative market performance over a full three-year period
Disliked the upside incentive in the fiscal 2023-2025 PSUs tied to our stock price compound annual growth rate (“CAGR”)
Removed the upside incentive from the fiscal 2024-2026 PSUs
STI Design
Discussed appropriate STI metrics; questioned alignment of exabytes shipped metrics to strategy
Eliminated the exabytes shipped metrics for fiscal 2024
Added cash conversion cycle and emissions metrics for fiscal 2024
Concerns regarding the individual performance component (“IPC”) payouts in fiscal 2022 that exceeded STI corporate performance
Replaced the IPC with an individual performance modifier based on individual goals, including environmental, social and governance (“ESG”) goals for fiscal 2024
The individual performance modifier is capped at 100% if our profit metric (non-GAAP operating income) is below the minimum performance target
Proxy Peer Group
Consider the revenue and market capitalization of proxy peers that are more comparable to our company
Updated our proxy peer group for fiscal 2024, removing HP Inc. due to its large annual revenue relative to our company and adding four new manufacturing peers that have revenues more comparable to our company: KLA Corporation, Microchip Technology Inc., NXP Semiconductors N.V. and GlobalFoundries Inc.

The Compensation and Talent Committee will continue to carefully consider results of the Say on Pay vote and stockholder feedback in the future when making decisions on design and structure of our executive compensation program and decisions on individual named executive officer compensation.


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Executive Compensation       47

Fiscal 2024 Decisions Following Stockholder Engagement

Commitment Not to Modify PSUs

Following low stockholder support of our Say on Pay proposal at our 2022 Annual Meeting, we engaged in extensive outreach and engagement to solicit input from our stockholders. We received feedback from many stockholders that did not support the fiscal 2022 amendment to our CEO’s unvested sign-on PSU award, which removed the performance metric in response to business uncertainties associated with the strategic review announced in June 2022. The Compensation and Talent Committee affirms that the fiscal 2022 PSU amendment was a one-time event and commits not to modify unvested PSUs again absent extraordinary circumstances. The committee understood our stockholders’ feedback, and affirms its intent to compensate executives through our regular, annual program, which remains heavily performance-based.

While we cannot define all possible future extraordinary circumstances, we believe an extraordinary circumstance must create an unforeseen, outsized impact outside of management’s direct control on the macroeconomic environment, our company or our industry. Going forward, the committee affirms that:

Feedback received from our stockholders following our fiscal 2022 compensation decisions will play a pivotal role in its approach with respect to potential future extraordinary events
Before taking action in such a scenario, the committee will consider the feasibility of seeking stockholder feedback on the actions under consideration
Any subsequent compensation action would be accompanied by robust disclosure in the following proxy statement, including the committee’s rationale and decision-making process

The commitment would not apply to adjustments made pursuant to the standard terms of an award agreement, such as those described in the section entitled “Equity Plan Proposal—Summary Description of the Plan—Adjustments” on page 86. The committee values feedback from our stockholders and intends to continue considering stockholders’ feedback in future decision-making.

Retention Awards

During engagement with stockholders, we also discussed certain retention awards granted to our named executive officers in fiscal 2022. These awards were intended to help retain the selected executive team members through our strategic review process and help these members focus on enhancing stockholder value. While some stockholders asked about the use of retention awards, they did not suggest this was a significant factor in Say on Pay vote decisions at our 2022 Annual Meeting. Stockholders strongly expressed their preference for incentive opportunities to be delivered through our annual compensation program, which relies heavily on performance-based incentive awards, but acknowledged that there may be circumstances where we may need to act outside of our standard structure. Stockholders requested that in the event awards are granted outside our annual compensation program, that they be performance-based. The Compensation and Talent Committee appreciated the feedback shared by stockholders, and agrees and confirms that the annual compensation program is the preferred approach to motivating and retaining executives. The committee did not grant any retention awards to our executive officers in fiscal 2023.


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48       Western Digital
2023 Proxy Statement

Fiscal 2024 STI

During our stockholder outreach and engagement, stockholders questioned aspects of the STI design, including the following:

Inclusion of the exabytes shipped metrics, noting these metrics incentivize output and revenue instead of profitability and efficiency
The committee’s application of the IPC, noting that IPC payouts in fiscal 2022 for our named executive officers exceeded target, while our corporate performance was below target

The Compensation and Talent Committee carefully considered stockholder feedback before finalizing the fiscal 2024 STI design in August 2023. After assessing our fiscal 2024 objectives, market conditions and considering stockholder feedback, the committee approved the following STI design for fiscal 2024:

      
  
 
Non-GAAP
Operating Income
45% Weighting
+
Cash Conversion
Cycle
45% Weighting
+
Emissions
10% Weighting
 
x
Individual
Modifier*
(75%-125%)
=
Payout
(Capped at
250%)
 
0%-200% Performance Range for each Metric
* The Individual Modifier will be no more than 100% if non-GAAP operating income is below the minimum performance target

The committee eliminated the exabytes shipped metrics and the IPC metric from the fiscal 2023 STI and replaced them with a cash conversion cycle metric and an emissions metric. The cash conversion cycle metric measures the length of time it takes to convert our working capital investments into cash, which the committee believes complements non-GAAP operating income by focusing executives on both profitability and managing working capital (inventory, receivables and payables) to generate cash. The emissions metric aligns executive officers’ compensation to progress on our Scope 1 and Scope 2 emissions reduction targets.

The individual performance modifier in the fiscal 2024 STI includes ESG goals focused on inclusion and governance, as well as individual organizational goals. The individual performance modifier is capped at 100% if our non-GAAP operating income performance is below the minimum performance target for that metric.

Fiscal 2024-2026 PSUs

During our stockholder outreach and engagement, stockholders questioned aspects of our PSU design, including the following:

The fiscal 2023-2025 PSU design incorporates three annual performance targets with payouts averaged for a final three-year payout; we received questions about whether annual targets adequately incentivize and reward longer-term performance
Inclusion of an upside incentive tied to our stock price CAGR instead of a relative stock price modifier; stockholders expressed a consistent preference for a relative market modifier versus an absolute market modifier

In evaluating the fiscal 2024-2026 PSU design, the Compensation and Talent Committee removed the upside incentive tied to our stock price CAGR and replaced it with a relative TSR modifier that modifies PSU payouts +/- 10% based on our performance relative to the S&P 500 Information Technology Index constituents as of the beginning of the performance period. The 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 TSR performance is negative, the relative TSR modifier will be capped at 0%.


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Executive Compensation       49

The committee chose the S&P 500 Information Technology Index constituents for the relative TSR peer group because our company is a member of the index and it also includes all but one of our proxy peers. The index includes companies that our stockholders review in comparing our relative performance and also reflects input from 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.

After carefully considering stockholder feedback before finalizing the fiscal 2024-2026 PSU design, the Compensation and Talent Committee opted to retain the annual performance targets given the extreme cyclicality of our markets and the limited line of sight to predicting market cycles over longer time horizons. The committee believes the annual performance targets with the final payout based on the average of three annual payouts remains the appropriate design for our PSUs by allowing for the necessary flexibility in our goal setting process. Following completion of the strategic review and executing on the outcome of the strategic review, the committee intends to reevaluate incorporating longer PSU performance periods in our PSU design.

The Compensation and Talent Committee granted the following LTI awards to our named executive officers in fiscal 2024. Each named executive officer’s PSU award reflects the updated design discussed above.

Total Awarded
Grant Value
($)
  LTI Vehicle Mix
Named Executive Officer(1)       PSUs       RSUs
David V. Goeckeler 15,000,000   60% 40%
Wissam G. Jabre 3,750,000   50% 50%
Robert W. Soderbery 3,550,000   50% 50%
Michael C. Ray 2,500,000   50% 50%
(1) Dr. Sivaram voluntarily terminated employment with our company on September 6, 2023 and did not receive a fiscal 2024 LTI award.


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50       Western Digital
2023 Proxy Statement

Evolution of Executive Compensation Program Design

Our executive compensation program continues to evolve and remains responsive to stockholder feedback. The changes implemented by the Compensation and Talent Committee over the past two years and for fiscal 2024 seek to further align our executive compensation with performance, business strategy and developments in our broader industry. These changes include:

Streamlining STI metrics to focus on core financial and strategic priorities
Adding an ESG category to the STI plan
Evolving the PSU performance periods to align with business cyclicality, while preserving long-term performance periods by evaluating average performance over three consecutive annual periods
Reestablishing a relative performance measure in the form of relative TSR

Bold text in the table below indicates a new or modified program element since the prior year.

Fiscal 2022 Fiscal 2023 Fiscal 2024
STI
One-year measurement of:
Non-GAAP Operating Income (50%)
Flash Exabytes Shipped (12.5%)
HDD Exabytes Shipped (12.5%)
Individual Performance Component (25%)
One-year measurement of:
Non-GAAP Operating Income (50%)
Flash Exabytes Shipped (12.5%)
HDD Exabytes Shipped (12.5%)
Individual Performance Component (25%)
Includes ESG category, with goals related to emissions reduction and DE&I
One-year measurement of:
Non-GAAP Operating Income (45%)
Cash Conversion Cycle (45%)
Emissions (10%)
Individual Performance Modifier (+/-25%)
Includes a cap on payout if non-GAAP Operating Income is below the minimum performance target
Includes ESG category
LTI
PSU / RSU Mix:
CEO: 60% PSUs / 40% RSUs
Other Named Executive Officers: 50% PSUs / 50% RSUs
PSU Metrics:
Three-year measurement of:
Relative TSR (50%)
Revenue (25%)
Non-GAAP EPS (25%)
Pre-established relative market performance adjustment (“MPA”) modifier for financial metrics
TSR-based awards capped at 100% if absolute TSR is negative
RSU Vesting:
Pro-rata vesting over four years
PSU / RSU Mix:
CEO: 60% PSUs / 40% RSUs
Other Named Executive Officers: 50% PSUs / 50% RSUs
PSU Metrics:
Annual performance periods with final payout based on three-year average achievement
Metrics:
Revenue (50%)
Non-GAAP EPS (50%)
Upside incentive of 10%-50% based on three-year stock price CAGR; no upside incentive provided if the financial metric payout is zero
RSU Vesting:
Pro-rata vesting over four years
PSU / RSU Mix:
CEO: 60% PSUs / 40% RSUs
Other Named Executive Officers: 50% PSUs / 50% RSUs
PSU Metrics:
Annual performance periods with final payout based on three-year average achievement
Metrics:
Revenue (50%)
Non-GAAP EPS (50%)
Three-year relative TSR modifier weighted at +/-10%
Relative TSR modifier capped at 0% if absolute TSR is negative
RSU Vesting:
Pro-rata vesting over four years


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Executive Compensation       51

Executive Compensation Philosophy, Objectives and Process

Our compensation philosophy is designed to accomplish three goals: (i) attract, retain and motivate premier talent, (ii) pay for performance and (iii) align the interests of our executive officers with our stockholders. The summary below provides the key objectives of our program:

     
Attract, retain and motivate premier talent necessary to accelerate our 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

Our Compensation Policies and Practices

WHAT WE DO WHAT WE DON’T DO
Pay for performance by tying a substantial portion of executive compensation to the achievement of pre-established performance goals
Actively engage with our stockholders on an ongoing basis and consider their feedback in the future design of our executive compensation program
Link our executive compensation program to our long-term corporate strategy and sustainable stockholder value creation
Use a mix of performance measures, cash- and equity-based vehicles and short-and long-term incentive compensation opportunities that hold our executive officers accountable for executing on our long-term corporate strategy
Cap maximum vesting or payout levels under our incentive compensation awards, which are aligned with competitive market practices
Engage an independent compensation consultant to evaluate and advise the Compensation and Talent Committee on our executive compensation program design and pay decisions
Evaluate executive compensation data and practices of our proxy peer group companies as selected annually by the Compensation and Talent Committee with guidance from its independent compensation consultant
Limit payouts under our Change in Control Severance Plan to double-trigger events
Maintain executive stock ownership guidelines
Maintain a compensation recovery (“clawback”) policy
Provide limited executive perquisites
No tax gross-up payments in connection with severance or change in control payments
No repricing of stock options without stockholder approval (other than equitable adjustments permitted under our equity compensation plans)
No hedging, pledging or short-sale or derivative transactions by executive officers or directors
No dividend equivalent payments on equity awards until they are earned and vested


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52       Western Digital
2023 Proxy Statement

Elements of Our Fiscal 2023 Executive Compensation Program

We believe our emphasis on variable compensation aligns with our focus on operating excellence and allows our executive compensation levels to reflect our performance. After evaluating our variable compensation plans with its independent compensation consultant, the Compensation and Talent Committee approved the incentive compensation design summarized below for fiscal 2023.

Our actual pay positioning for each named executive officer varies based upon the committee’s review of our proxy peer group and survey market data, competitive pay levels for comparable roles, and each executive officer’s role, past performance, scope of responsibility and expected future contributions.

In addition to the elements reflected below, 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.”

Elements of Fiscal 2023 Target Total Direct Compensation
CEO Other Named
Executive
Officers
Characteristics Purpose Performance Link/
Key Benchmark
BASE SALARY
Fixed compensation
Attracts, retains and motivates premier executive talent
Compensates executive officers for sustained individual performance
Competitive with market and industry practices
Adjusted for experience, responsibility, potential and performance
STI
Annual performance-based cash incentive compensation
Motivates executive officers to accelerate our annual growth and drive financial performance
Encourages accountability by rewarding achievement of corporate and individual performance objectives
Non-GAAP operating income (50% weighting)
Flash exabytes shipped (12.5% weighting)
HDD exabytes shipped (12.5% weighting)
Individual performance (25% weighting)

LTI
PSUs
Performance-based equity compensation
3x1 annual performance targets; annual payouts averaged for a final three-year payout
60% of our CEO’s LTI are PSUs; 50% of our other named executive officers’ LTI are PSUs
Encourages accountability by rewarding achievement of long-term corporate and market-based performance objectives
Focuses our named executive officers on value creation through annual financial objectives, while also encouraging long-term value creation
Revenue and non-GAAP EPS goals are each weighted at 50%
Upside incentive of 10%-50% of the underlying three-year average financial metric payout based on three-year stock price CAGR
RSUs
Variable long-term equity compensation
Vests with respect to 25% after one year and 6.25% quarterly thereafter
Provides alignment with stockholder interests by focusing executive officers on long-term value creation
Provides retention value
Value based on stock price performance


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Executive Compensation       53

Process for Determining Executive Compensation

The Compensation and Talent Committee reviews and determines compensation for our executive officers. The committee reviews the performance and compensation of our executive officers on an annual basis and at the time of hiring, promotion or other change in responsibilities. The committee’s annual review typically occurs near the end of the prior fiscal year and beginning of the new fiscal year.

The committee considers the views and input received through our ongoing stockholder outreach and engagement efforts when making determinations regarding our executive compensation program. As discussed in the section entitled “Fiscal 2024 Decisions Following Stockholder Engagement” on page 47, the committee updated our executive compensation design to respond to stockholder feedback provided in our fall 2022 and summer 2023 outreach. The committee also made a commitment not to modify outstanding PSUs absent extraordinary circumstances and the committee considered stockholder feedback on retention awards, and did not grant any retention awards to our executive officers in fiscal 2023.

In determining our fiscal 2023 executive compensation program design and evolving that design for fiscal 2024, the committee’s executive compensation decisions were informed by several factors, including:

    
EXTERNAL AND INTERNAL FACTORS
Our compensation philosophy and objectives
Our pay positioning relative to our proxy peer group and broad compensation survey market data
The executive officer’s role, experience, performance and contributions
Internal pay equity
Our retention objectives
Succession planning
Current and historical company performance and strategic and financial goals
Market performance and general economic conditions
COMPENSATION CONSULTANT
Views from the committee’s independent compensation consultant
Compensation survey and proxy peer group company market data prepared by the independent compensation consultant
 
MANAGEMENT
Our CEO’s recommendations for our other executive officers (not including himself)
Our CFO’s (or designee’s) input on financial targets for our performance-based incentive compensation program, data regarding the impact of the program on our financial results and actual results against our pre-established performance targets
Internal and external compensation data provided by our Chief People Officer (or designee)
   
STOCKHOLDERS
Feedback received during stockholder outreach and engagement efforts (see the section entitled “Stockholder Engagement” on page 26 for additional information)

The Compensation and Talent Committee engaged Compensia, Inc. (“Compensia”) as its independent compensation consultant in fiscal 2023. 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 2023 and its responsibilities for fiscal 2023 generally included:

Reviewing and advising on executive compensation, including the performance metrics used under the executive compensation program
Reviewing and advising on compensation design and amounts for non-employee members of our Board of Directors
Providing recommendations regarding the composition and selection of our proxy peer group companies
Analyzing proxy peer group and survey compensation data
Providing advice regarding executive compensation policies, practices and trends
Advising on the compensation-related items approved by the committee in connection with the strategic review of our business

The 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 2023 and currently does not raise any conflicts of interest.


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54       Western Digital
2023 Proxy Statement

Comparative Market Data

The Compensation and Talent Committee determines the composition of our proxy peer group and reevaluates this group on an annual basis with input from its independent compensation consultant.

For fiscal 2023, market data was collected from the Radford Global Compensation Database, an independently published survey. The survey data was filtered to screen for companies in our proxy peer group who participate in the survey and, for executive roles in which such survey screen resulted an insufficient data, a broader screen of technology companies as adjusted for revenue size was used. With input from its independent compensation consultant, the committee considered such market data and industry practices during its annual review of the competitiveness of our compensation levels and the appropriate mix of compensation elements for our named executive officers. This market data provided the committee a reference point, which was one of several factors that it used to make compensation decisions during its fiscal 2023 annual compensation review.

Fiscal 2023 Proxy Peer Group Companies for Benchmarking Pay and Incentive Design

The proxy peer group companies that the Compensation and Talent Committee used for comparative pay and incentive design purposes for fiscal 2023 consisted of technology companies that compete with us for talent and have the size (primarily based on revenue) and business characteristics that we believe are comparable to ours. Like us, many companies included in our proxy peer group are included in the Dow Jones U.S. Technology Hardware & Equipment Index.

In choosing companies for our proxy peer group, the Compensation and Talent Committee focused primarily on industry, talent market and revenue size. Revenue is a commonly used proxy for organizational size and complexity and is typically stable from year-to-year, making it a valuable metric when selecting peers for executive compensation purposes. As part of its decision process, the committee also referenced other metrics for informational purposes, including comparative market capitalization and profitability metrics. Following its annual review, the committee did not make any changes to the fiscal 2023 proxy peer group compared to the fiscal 2022 proxy peer group.

WESTERN DIGITAL COMPARED TO PROXY PEER GROUP


     
Advanced Micro Devices, Inc.
Analog Devices, Inc.
Applied Materials, Inc.
Broadcom Inc.
Cisco Systems, Inc.
Hewlett Packard Enterprise Company
HP Inc.
Lam Research Corporation
Micron Technology, Inc.
Motorola Solutions, Inc.
NetApp, Inc.
NVIDIA Corporation
ON Semiconductor Corporation
QUALCOMM Incorporated
Seagate Technology plc
Texas Instruments Incorporated
(1) Represents annual revenue for the most recent fiscal year for which data was available through SEC filings as of August 31, 2023.


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Executive Compensation       55

Proxy Peer Group Changes for Fiscal 2024

Following the Compensation and Talent Committee’s annual review of our proxy peer group with its independent compensation consultant, and reflecting input from our stockholders, the committee revised our proxy peer group for fiscal 2024 by (i) removing HP Inc., due to its high revenue relative to our revenue, and (ii) adding four manufacturing companies in the semiconductor industry that each had similar revenue to ours during the period reviewed for comparing financial and market data: KLA Corporation, Microchip Technology Inc., NXP Semiconductors N.V. and GlobalFoundries Inc. Our revenue in fiscal 2023 was materially lower than our revenue in recent years due to the unprecedented market downturn, impacting our positioning relative to our fiscal 2023 proxy peer group companies, as noted in the graphic above. The committee’s proxy peer group changes for fiscal 2024 position our company closer to median revenue relative to the fiscal 2024 proxy peer group.

Fiscal 2023 Decisions and Outcomes

Base Salary

Named Executive Officer       Base Salary Level
($)
      Increase from
Fiscal 2022
David V. Goeckeler 1,250,000 0%
Wissam G. Jabre 625,000 0%
Robert W. Soderbery 710,000 0%
Michael C. Ray 625,000 0%
Srinivasan Sivaram 750,000 0%

In February 2023, the Compensation and Talent Committee, upon the recommendation of our CEO and with the support of our executive leaders, reduced the base salaries shown above for each named executive officer by 20% for the remainder of fiscal 2023. The committee approved these reductions to align our executive team with our employees who incurred benefits reductions during fiscal 2023 to support our business during the market downturn. The 2023 annual base salary amounts in the “Fiscal 2021-2023 Summary Compensation Table” reflect the reduced base salaries for each named executive officer.

Short-Term Incentives

Fiscal 2023 Target Incentive Award Opportunities

Named Executive Officer       Annual Target
Incentive Award
Opportunity
(as Percentage of
Base Salary)
      Increase from
Fiscal 2022
David V. Goeckeler 175% 0%
Wissam G. Jabre 120% 0%
Robert W. Soderbery 120% 0%
Michael C. Ray 100% 0%
Srinivasan Sivaram 120% 0%


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56       Western Digital
2023 Proxy Statement

Fiscal 2023 STI Design and Performance

For fiscal 2023, the Compensation and Talent Committee generally retained the STI plan design it previously approved for fiscal 2022, which included financial and operational metrics and an individual performance component to recognize performance in support of our core operations, as reflected below. The individual performance component included new ESG goals related to emissions reduction and DE&I.

                         
Non-GAAP
Operating Income

50% Weighting
+ Flash Exabytes
Shipped

12.5% Weighting
+ HDD Exabytes
Shipped

12.5% Weighting
+ Individual
Performance

25% Weighting
= Individual
Final Payout

(Capped at 200%)

In retaining the fiscal 2022 STI plan design for fiscal 2023, the committee considered the following factors:

Non-GAAP operating income reflects our core operating results.
Exabytes shipped provides the executive team with tangible operational goals and the metric aligns with our short-term strategy. This metric is a primary driver for maintaining our market share and, given our fixed assets, shipping more exabytes improves our utilization of those assets. The inclusion of profit metrics in both the STI plan and LTI program helps ensure that management does not ship exabytes unprofitably to maximize this metric.
The IPC provides the committee with the ability to differentiate performance among executive officers and reward our strongest contributors. Weighting the metric at 25% ensures that the majority of each executive officer’s target incentive award opportunity is tied to financial and corporate performance objectives.

Fiscal 2023 Corporate Performance

The Compensation and Talent Committee approved corporate performance targets for the fiscal 2023 STI plan that incorporated higher exabyte shipped targets relative to fiscal 2022, but a lower profitability target relative to fiscal 2022 in anticipation of a downturn in the flash market cycle. Although the committee lowered the STI plan profitability target, the fiscal 2023 corporate performance targets represented aggressive goals in the context of the broader market.

We did not achieve threshold performance level for any of those targets, resulting in no (0%) STI plan payout on the corporate performance metrics.


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Executive Compensation       57

 

NON-GAAP OPERATING INCOME(1)
($M)

Non-GAAP Operating Income(1) (50% Weighting)
Performance Achievement Performance
(% Target)
STI Payout
(% Target)
Performance
($ millions)
Maximum       130%       200%       2,733
Target 100% 100% 2,102
Threshold 65% 30% 1,366
Actual -28% 0% (594)
(1) See Appendix A to this Proxy Statement for a reconciliation of GAAP operating income to non-GAAP operating income.

FLASH EXABYTES SHIPPED


Flash Exabytes Shipped (12.5% Weighting)
Performance Achievement Performance
(% Target)
STI Payout
(% Target)
Performance
(Exabytes)
Maximum       105%       200%       107.8
Target 100% 100% 102.7
Threshold 92.5% 25% 95.0
Actual 86% 0% 88.4

HDD EXABYTES SHIPPED

HDD Exabytes Shipped (12.5% Weighting)
Performance Achievement Performance
(% Target)
STI Payout
(% Target)
Performance
(Exabytes)
Maximum       110%       200%       671
Target 100% 100% 610
Threshold 85% 25% 519
Actual 68% 0% 412

The weighted average payout for the corporate metrics was 0% of the target performance levels:

Non-GAAP Operating
Income Payout %
(50% Weighting)
      Flash Exabytes
Shipped Payout %
(12.5% Weighting)
      HDD Exabytes
Shipped Payout %
(12.5% Weighting)
      Aggregate Corporate
Payout %
(75.0%)
0% 0% 0% 0%


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58       Western Digital
2023 Proxy Statement

Fiscal 2023 Individual Performance Component

Performance Goal Setting

The IPC, weighted at 25% of each named executive officer’s target incentive award opportunity, was split equally between leadership, execution and ESG goals. Our named executive officers worked with our CEO to prepare individual performance goals. Our CEO separately submitted his fiscal 2023 performance goals for the committee’s review, with input from our Board of Directors.

Performance Assessment and IPC Payout Percentage Determination

The ESG goals incorporated into the IPC included both DE&I and emissions reduction goals.

Our DE&I goals focused on year-over-year improvement in our attraction and retention rates of underrepresented minorities among early career professionals at Western Digital and also included sponsorship goals for our executive officers. Our executive officers achieved target on one of our DE&I goals but did not achieve target on the remaining DE&I goals in a challenging year to attract and retain talent.
Our emissions goal focused on a 20% year-over-year reduction in Scope 1 and Scope 2 emissions per petabyte relative to fiscal 2022. This goal supports our public commitment to reduce our Scope 1 and Scope 2 emissions by 42% between fiscal 2020 and fiscal 2030. While our company remains on track for our fiscal 2030 commitment, we did not achieve the emissions per petabyte target for 2023.

Given our challenging fiscal 2023 financial performance, our CEO and the committee agreed that no payout should be made with respect to the leadership and execution goals in the IPC for each participant in the STI plan, including our named executive officers. Our CEO and the committee also agreed that no payout should be made with respect to the ESG goals.

As a result of the committee’s IPC determinations, none of the participants in our STI plan received a payout with respect to the fiscal 2023 performance period. The 0% payout aligns with the committee’s pay-for-performance philosophy.

Fiscal 2023 STI Payouts

Named Executive Officer       Corporate Payout %
(75% Weighting)
      IPC Payout %
(25% Weighting)
      Aggregate
Payout %
      STI Payout
($)
David V. Goeckeler 0% 0% 0% —­
Wissam G. Jabre 0% 0% 0% —­
Robert W. Soderbery 0% 0% 0% —­
Michael C. Ray 0% 0% 0% —­
Srinivasan Sivaram 0% 0% 0% —­


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Executive Compensation       59

Long-Term Incentives: Fiscal 2023 Equity Awards

Fiscal 2023 LTI Awards

Our named executive officers received LTI awards in August 2022 consisting of a mix of PSUs and RSUs. The named executive officers’ RSUs 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 for three years. The vesting provisions of the PSUs are described below under the section entitled “Fiscal 2023-2025 PSU Awards”.

       Total LTI Target
Grant Value
($)
(1)
      
LTI Vehicle Mix
Named Executive Officer PSUs         RSUs
David V. Goeckeler 15,000,000 60% 40%
Wissam G. Jabre 4,500,000 50% 50%
Robert W. Soderbery 3,550,000 50% 50%
Michael C. Ray(2) 2,500,000 50% 50%
Srinivasan Sivaram 3,750,000 50% 50%
(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 2021-2023 Summary Compensation Table” and the “Fiscal 2023 Grants of Plan-Based Awards Table” below) are attributable to financial accounting rules, including the use of a Monte Carlo simulation to determine the grant date fair value of the PSUs. In addition, under financial accounting rules, the grant date fair value for a PSU award is not determined until the fiscal year in which the performance metrics are established. The performance metrics are determined annually by the committee for each of fiscal 2023, 2024 and 2025. Accordingly, only the grant date fair value for the portion attributable to fiscal 2023 is reflected in the “Fiscal 2021-2023 Summary Compensation Table” and the “Fiscal 2023 Grants of Plan-Based Awards Table” for this portion of the award.
(2) Mr. Ray’s fiscal 2023 LTI target grant value increased relative to his fiscal 2022 LTI target grant value, from $2,187,500 to $2,500,000. The Compensation and Talent Committee approved this increase based on Mr. Ray’s criticality to our company and to align with competitive market data and Mr. Ray’s target compensation with his internal peers.

Long-Term Incentives: PSU Design and Performance

Fiscal 2023–2025 PSU Awards

In August 2022, the Compensation and Talent Committee granted the fiscal 2023-2025 PSUs to our named executive officers, with an updated design. The committee evaluated the changes to the PSU design in multiple meetings before approving the design summarized below. In updating the PSU design, the committee concluded that the new design would: (i) better align our named executive officers’ compensation with our financial and operational performance and incentivize the high-performing team assembled by our CEO over the past few years to execute on our strategy; (ii) provide better line of sight for our named executive officers with respect to our LTI program targets; and (iii) align the interests of our named executive officers with the interests of our stockholders by rewarding sustained financial and operational performance that the committee believes will result in strong market performance.


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60       Western Digital
2023 Proxy Statement

The table below summarizes the changes adopted for the fiscal 2023-2025 PSUs compared to the fiscal 2022-2024 PSUs and the committee’s rationale in adopting those changes.

PSU Terms Fiscal 2022-2024 PSUs Fiscal 2023-2025 PSUs Rationale For Change
Metrics
25% Revenue
25% Non-GAAP EPS
50% Relative TSR
50% Revenue
50% Non-GAAP EPS
Revenue and non-GAAP EPS represent long-term value drivers for our stockholders
The Compensation and Talent Committee believes that focusing on strong operational performance is the best path to long-term value creation
Performance
Periods
Three-year targets
Relative MPA modifier (as defined below) to reflect market conditions
3x1-year annual targets
Payout determined by average at the end of three years
No relative MPA modifier
Limited visibility in setting three-year targets in a highly cyclical industry
Relative MPA modifier mitigated market cyclicality, but executive officers lacked line of sight to final targets
Payout using the average of annual performance in updated design ensures performance in all three years impacts payouts
Upside
Incentive
N/A
Upside incentive of 10%-50% of the underlying three-year average financial metric payout
Based on three-year stock price CAGR
No upside incentive if the three-year average financial metric payout is zero
Links incentive opportunity to sustained share price performance over three years

THREE-YEAR PERFORMANCE PERIOD       

+
Three-Year
Stock
Price CAGR
      Upside
Incentive %
5% 10%
10% 20%
15% 50%

As noted in the table below, we achieved below threshold performance level during year one of the PSU measurement period; the 0% payout for fiscal 2023 will be averaged with the payouts calculated for fiscal 2024 and fiscal 2025 to determine the final payout on the fiscal 2023-2025 PSU awards.

Following our summer 2023 stockholder engagement, the Compensation and Talent Committee further refined certain features of our PSU design for the fiscal 2024-2026 PSUs, as described in the section entitled “Fiscal 2024 Decisions Following Stockholder Engagement” on page 47.


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Executive Compensation       61

Fiscal 2023-2025 PSU Performance (Year One of Three)

Financial Metrics       Threshold
(50%)
($)
      Target
(100%)
($)
      Maximum
(200%)
($)
      Actual
Performance
($)
      Achievement
Rate
      Year One Payout %
One-Year Revenue
(50%) (in millions)
14,886 17,513 20,140 12,318 70% 0%
One-Year Non-GAAP EPS (50%)(1) 2.94 3.92 5.10 (3.59) -92% 0%
Weighted Payout: 0%
(1) See Appendix A to this Proxy Statement for a reconciliation of GAAP EPS to non-GAAP EPS.

Fiscal 2023
Payout %
Fiscal 2024
Payout %
Fiscal 2025
Payout %
Three-Year Average
Payout %
0% TBD TBD TBD

Performance of Fiscal 2021-2023 PSUs

The PSUs granted in fiscal 2021 reflected the following design:

Financial Performance Metrics (50% Weighting)
The fiscal 2021–2023 PSUs included three-year performance periods for the financial metrics (revenue and non-GAAP EPS) that were subject to a pre-established, objective adjustment at the end of the performance period in a relative proportion (up or down) by which the total market for our products (measured by revenue) during the period exceeded or fell short of the total market forecast approved by the committee at the time the goals were established, as reported by industry analysts. We refer to the relative market performance adjustment in this Proxy Statement as “relative MPA.” The relative MPA modifier helped ensure that we pay for performance relative to the market demand and opportunity available to us.
The actual market for our products was lower than forecast when the fiscal 2021–2023 PSU goals were established, thus applying the relative MPA modifier resulted in a decrease in the target level of performance for both revenue and non-GAAP EPS metrics relative to the targets established at grant for the PSU performance period that ended in fiscal 2023.
Relative TSR Metric (50% Weighting)
The fiscal 2021-2023 PSUs included a three-year TSR metric that measured our stock performance relative to a TSR peer group consisting of the constituents of the S&P 500 Index as of the beginning of the performance period.


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62       Western Digital
2023 Proxy Statement

FISCAL 2021-2023 PERFORMANCE PERIOD ACHIEVEMENT

Three-Year Financial Metrics

Financial Metrics
(50% Weighting)
      Threshold
(50%)
($)
      Original
Target
(100%)
($)
      Maximum
(200%)
($)
      Target After
Applying
Relative
MPA Modifier
(100%)
($)
      Actual
Performance
($)
      Achievement
Rate
      Payout %
Three-Year Revenue
(25%) (in millions)
45,835 53,924 62,013 47,930 48,033 100.2% 101%
Three-Year Non-GAAP EPS (25%)(1) 10.60 14.13 18.37 9.65 9.19 95.2% 91%
Weighted Payout: 96%
(1) See Appendix A to this Proxy Statement for a reconciliation of GAAP EPS to non-GAAP EPS.

Three-Year Relative TSR Metric

Relative TSR
(50% Weighting)
      S&P 500
Constituents
Relative TSR
      Relative
TSR Units
Payout %
      WDC
Three-Year
Relative TSR
      WDC Percentile
Relative to S&P 500
Peer Group
      Payout %
75th percentile 71.98% 200%
50th percentile 39.28% 100% -11.73% 12th percentile 0%
25th percentile 13.39% 25%

FISCAL 2021-2023 PSUs PAYOUTS

Fiscal 2021–2023 PSUs       Three-Year
Financial Metrics
      Three-Year
Relative TSR
      Aggregate
Award Payout
Weighting 50% 50% 100%
Payout % 96% 0% 48%

NAMED EXECUTIVE OFFICER PAYOUTS FOR FISCAL 2021-2023 PSUs

Named Executive Officer(1)       Target Payout
(100%)
(# of Shares)
      Actual Payout
(# of Shares)
David V. Goeckeler 190,930 91,646
Robert W. Soderbery 49,182 23,607
Michael C. Ray 29,004 13,921
Srinivasan Sivaram 49,720 23,865
(1) Mr. Jabre joined our company in fiscal 2022 and thus did not receive a fiscal 2021-2023 PSU.


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Executive Compensation       63

Other Program Features and Policies

Perquisites      We provide our executive officers with limited perquisites and other personal benefits, consisting principally of a $5,000 annual allowance for financial planning services (net of taxes) and, in very limited circumstances, tax gross-ups for certain payments. Any tax gross-ups paid to our named executive officers are disclosed in our “Fiscal 2021-2023 Summary Compensation Table.”
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; in February 2023, we suspended our 401(k) matching contributions in the context of a challenging market environment. 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 2023.
Severance
Protections
Outside a change in control context, we view severance protections as only appropriate in the event the employment of an executive officer is involuntarily terminated without “cause.” These severance payments and benefits are appropriate considering severance protections available to executive officers in the companies in our proxy peer group and are an important component of each executive officer’s overall compensation.
Change in Control
Protections
A transaction involving a change in control of our company creates uncertainty regarding the continued employment of our executive officers. To encourage our executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executive officers with additional severance protections under our Change in Control Severance Plan. We also provide these severance protections to help ensure that our executive officers can objectively evaluate change in control transactions that may be in the best interests of our stockholders despite the potential negative consequences such transactions may have on them personally. Benefits under our Change in Control Severance Plan require a double trigger for payment and the plan does not provide any tax gross-up payments for participants.
Please see the section entitled “Executive Compensation Tables and Narratives—Potential Payments upon Termination or Change in Control” for a description and quantification of the potential payments that may be made to our named executive officers in connection with their termination of employment or a change in control of our company.
Employment
Agreements
None of our executive officers is currently party to an employment agreement with us.


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64       Western Digital
2023 Proxy Statement

Compensation
Recovery
(Clawback) Policy
     Our Board of Directors has adopted a compensation recovery (clawback) policy where in the event of a restatement of our audited financial statements involving misconduct by an executive officer, a Board committee will consider whether such officer engaged in intentional financial accounting misconduct such that the officer should disgorge any equity award proceeds (including PSUs, RSUs and stock options) or cash bonuses attributable to such misconduct. We intend to amend our clawback policy or adopt a new clawback policy consistent with the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within the prescribed deadline required by the final Nasdaq listing standards implementing such rule.
Misconduct
Policies
We maintain several policies relating to employee misconduct. In the event an executive officer’s employment is terminated for cause due to their misconduct or violation of company policy, among other reasons, they will forfeit all outstanding incentives, including unearned or unvested LTI and STI awards. In addition, the executive officer would not be eligible for severance payments or benefits.
Policies Prohibiting
Hedging, Pledging
and Short Sale
or Derivative
Transaction
Our insider trading policy prohibits our executive officers (as well as our other employees and members of our Board of Directors) from engaging in hedging transactions or speculative transactions involving our company’s securities and from pledging company securities. Prohibited transactions include hedging or monetization transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds that are designed to hedge or offset any decrease in the market value of our company’s securities, shorts sales, transactions in derivative securities, such as publicly traded options, related to our company’s securities and margining our company’s securities in a margin account or otherwise pledging company securities as collateral for a loan.
Executive Stock
Ownership
Guidelines
We maintain executive stock ownership guidelines covering our executive officers, including our named executive officers, to help link the interests of our stockholders with those of our executive officers. The guidelines provide that each executive officer must achieve ownership of a number of “qualifying shares” with a market value equal to the specified multiple of the officer’s base salary in effect upon the date he or she first becomes subject to the guidelines shown below.
     Position Multiple
CEO 6 x Salary
President, CFO and Division Presidents 3 x Salary
Executive Vice Presidents 2 x Salary
Senior Vice Presidents 1 x Salary
Each executive officer must achieve ownership of the required market value of shares within three years of becoming subject to the guidelines. Common stock, RSUs, PSUs, deferred stock units and common stock beneficially owned by the executive officer all count towards the requirement, but shares the officer has a right to acquire through exercising stock options (whether or not vested) are not counted. All of our current executive officers who are subject to these guidelines have achieved their required ownership level as of the date of this Proxy Statement.


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Executive Compensation       65

Executive Compensation Tables and Narratives

Fiscal 2021-2023 Summary Compensation Table

The following table presents information regarding compensation earned for fiscal 2023, 2022 and 2021 by our named executive officers.

Name and Principal
Position
Fiscal
Year
      Salary
($)(1)
      Bonus
($)
      Stock
Awards
($)(2)
      Non-Equity
Incentive Plan
Compensation
($)(3)
      All Other
Compensation
($)(4)
      Total
($)
David V. Goeckeler
Chief Executive Officer
2023 1,144,231 9,881,692 5,769 11,031,692
2022 1,250,000 28,860,629 2,017,559 9,150 32,137,338
2021 1,250,000 12,487,789 3,346,875 8,700 17,093,364
Wissam G. Jabre
Executive Vice President
and Chief Financial Officer
2023 572,115 250,000(5) 3,207,172 194,835 4,224,122
2022 262,019 250,000(5) 8,499,981 279,994 20,295 9,312,289
Robert W. Soderbery
Executive Vice President
and General Manager,
Flash Business
2023 649,923 2,530,139 3,277 3,183,339
2022 710,000 4,750,802 705,456 9,150 6,175,408
2021 546,154 1,000,000 9,215,426 994,546 8,700 11,764,826
Michael C. Ray
Executive Vice President,
Chief Legal Officer
and Secretary
2023 572,115 500,000(6) 1,781,758 6,347 2,860,220
2022 625,000 500,000(6) 5,311,230 615,156 23,612 7,074,998
2021 625,000 500,000(6) 3,761,581 789,570 7,603 5,683,754
Srinivasan Sivaram
Former President,
Technology
and Strategy
2023 686,538 2,672,630 24,245 3,383,413
2022 750,000 7,962,155 857,700 28,391 9,598,246
2021 744,231 7,876,938 1,366,408 26,741 10,014,318
(1) In February 2023, the Compensation and Talent Committee approved a 20% reduction of salary for our senior leadership, including our named executive officers, through the end of fiscal 2023.
(2) The amounts shown reflect the aggregate grant date fair value of stock awards granted in the applicable fiscal year 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 2023 Annual Report on Form 10-K. For PSU awards granted in fiscal 2023, amounts only include the grant date fair value of the PSUs related to the fiscal 2023 performance period because only the annual targets for such performance period were established in fiscal 2023, and thus, only such portion of the award is deemed granted for financial accounting purposes. The grant date fair value of the remaining PSUs under the fiscal 2023-2025 PSU awards will be reflected in the summary compensation table in future fiscal years as the associated annual targets are established and such portions are deemed granted for financial accounting purposes.


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66       Western Digital
2023 Proxy Statement

The following amounts represent the grant date fair value of PSU awards granted to our named executive officers during fiscal 2021, 2022 and 2023 assuming the probable outcome of the awards on the grant date and assuming maximum performance under the awards for fiscal 2023. We considered the probable outcome of the awards based on the target level of performance for PSUs except for PSUs that are subject to relative TSR or stock price CAGR conditions, which were determined using a Monte Carlo simulation. As stated above, for the fiscal 2023-2025 PSUs, only the grant date fair value for the fiscal 2023 performance period has been included because only such portion of the award is deemed granted for financial accounting purposes. The dollar value of the awards included in the summary compensation table for the year of grant is based on the probable outcome of the awards on the grant date and do not reflect actual payouts.

  Grant Date Fair Value of PSU
Awards Based on Probable Outcome
on the Grant Date for:
Grant Date Fair Value of
PSU Awards at Maximum
Performance for:
Named Executive Officer 2021
($)
2022
($)
2023
($)
      2023
($)
David V. Goeckeler 7,687,796 10,018,906 3,851,500 11,554,499
Wissam G. Jabre 957,196 2,871,587
Robert W. Soderbery 1,940,476 1,975,846 755,146 2,265,438
Michael C. Ray 1,167,846 1,217,498 531,802 1,595,407
Srinivasan Sivaram 2,001,976 2,087,219 797,673 2,393,020
(3) Reflects each named executive officer’s STI payout for the corresponding fiscal year.
(4) The table below summarizes all other compensation to each of our named executive officers for fiscal 2023:
Name Perquisites
($)
      401(k) Plan
Company
Matching
Contributions
($)
David V. Goeckeler 5,769
Wissam G. Jabre 190,012(a) 4,823
Robert W. Soderbery 3,277
Michael C. Ray 6,347
Srinivasan Sivaram 19,941(b) 4,304
(a) The amount shown reflects a one-time relocation benefit for Mr. Jabre’s relocation from Austin, Texas to the San Jose area under our executive relocation policy of $187,390 (including a tax gross up of $93,864) and a taxable life insurance benefit of $2,622.
(b) The amount shown reflects a taxable life insurance benefit of $7,524, a patent award of $2,500 and reimbursed financial planning services of $9,917.
(5) In connection with his appointment as Executive Vice President and CFO, in February 2022, Mr. Jabre received a sign-on cash award of $500,000, half of which was payable in fiscal 2022 and the other half payable in fiscal 2023.
(6) To induce Mr. Ray to remain with our company after receiving an employment offer from another large technology company, Mr. Ray received a cash retention award in the amount of $2,000,000, payable with respect to $500,000 in each of fiscal 2020–2023.


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Executive Compensation       67

Fiscal 2023 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 2023.

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
(#)
David V.
Goeckeler
STI 1,001,202 2,002,404 4,004,809
PSUs(2) 8/25/22 31,467 62,933 188,799 3,851,500
RSUs(3) 8/25/22