Western Digital

Amended and Restated 2021 Long-Term Incentive Plan Western Digital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 16, 2022. At the Annual Meeting, as discussed below, the Company’s stockholders approved the amendment and restatement of the Western Digital Corporation 2021 Long-Term Incentive Plan (as amended and restated, the “Equity Plan”) to increase shares available for issuance under the Equity Plan by 2.75 million shares as described in the section entitled “Equity Plan Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2022 (the “Proxy Statement”), which section is incorporated herein by reference. The Equity Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company on August 25, 2022.

On June 15, 2022, the Compensation and Talent Committee (the “Committee”) of the Board of Directors of Western Digital Corporation (the “Company”) approved an amendment to David Goeckeler’s sign-on performance stock unit award, which was granted effective as of March 9, 2020, for a target number of 432,489 performance stock units (the “CEO Sign-On Award”) as part of a retention program that consisted of one-time equity retention awards to certain members of the Company’s management team, including Mr. Goeckeler, and this amendment, in order to foster key employee retention as the Company explores strategic alternatives and to support corporate performance.

On January 24, 2022, the Board of Directors of Western Digital Corporation (the “Company”) unanimously appointed Wissam G. Jabre as Executive Vice President and Chief Financial Officer of the Company, to succeed Robert K. Eulau in that position effective the week of February 7, 2022. Mr. Jabre will also assume the role of principal financial officer from Mr. Eulau at that time. Mr. Jabre, 52, served as Senior Vice President and Chief Financial Officer of Dialog Semiconductor PLC from March 2016 to August 2021, when it was acquired by Renesas Electronics Corporation. From October 2014 to March 2016, Mr. Jabre served as Corporate Vice President of Finance at Advanced Micro Devices, Inc. Prior to October 2014, Mr. Jabre held various finance positions of increasing responsibility at Freescale Semiconductors (now NXP Semiconductors), Motorola, Inc. and Schlumberger Ltd.

Western Digital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 16, 2021. At the Annual Meeting, as discussed below, the Company’s stockholders approved the Western Digital Corporation 2021 Long-Term Incentive Plan (the “2021 Plan”). A description of the terms and conditions of the 2021 Plan is included in the section entitled “Equity Plan Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 4, 2021 (the “Proxy Statement”), which section is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

On July 6, 2021, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Dr. Thomas Caulfield and Miyuki Suzuki to serve as members of the Board until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified. There are no arrangements or understandings between Dr. Caulfield or Ms. Suzuki and any other person pursuant to which Dr. Caulfield or Ms. Suzuki were appointed to serve on the Board. Neither Dr. Caulfield nor Ms. Suzuki has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Caulfield and Ms.

Amended and Restated 2017 Performance Incentive Plan The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) previously adopted an amendment and restatement of the Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan (the “2017 Plan”), subject to approval by the Company’s stockholders. As disclosed in

Western Digital Corporation (the “Company”) previously announced a management structure reorganization on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 3, 2020. As part of the reorganization, Michael D. Cordano, formerly President and Chief Operating Officer of the Company, transitioned to a new role as President, Western Digital Technologies, Inc. Mr. Cordano’s employment with the Company was subsequently terminated on August 14, 2020 (the “Separation Date”). In connection with Mr. Cordano’s departure from the Company, the Company and Mr. Cordano have entered into a Separation and General Release Agreement (the “Separation Agreement”), dated as of the Separation Date. Pursuant to the Separation Agreement, Mr. Cordano has agreed to comply with certain non-solicitation and cooperation provisions.

On June 22, 2020, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Paula Price to serve as a member of the Board until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified. Concurrent with her appointment as a director, Ms. Price was appointed to the Audit Committee of the Board. There are no arrangements or understandings between Ms. Price and any other person pursuant to which Ms. Price was appointed to serve on the Board. Ms. Price has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms.

On May 5, 2020, the Board of Directors of Western Digital Corporation (the “Company”) accepted the resignation of Stephen D. Milligan as a Director. Mr. Milligan tendered his resignation in accordance with the Company’s Corporate Governance Guidelines as a result of a significant change in occupation following his retirement as the Company’s Chief Executive Officer. Mr. Milligan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 1, 2020, Western Digital Corporation (the “Company”) reorganized its management structure to have all business, operations, engineering, sales and administrative functions report directly to the Company’s Chief Executive Officer, David V. Goeckeler, who joined the Company on March 9, 2020. This flatter management structure is intended to improve organizational effectiveness, information flow and speed of decision making. As part of this organizational change, Michael D. Cordano, President and Chief Operating Officer of the Company, is transitioning to a new role as President, Western Digital Technologies, Inc. Mr. Cordano continues to report directly to Mr. Goeckeler, and Mr. Cordano’s existing compensation and benefits remain unchanged, other than the retention agreement described below. The Company also entered into a retention agreement with Mr. Cordano to incentivize Mr.

On March 4, 2020, Western Digital Corporation (the “Company”) appointed David V. Goeckeler as Chief Executive Officer of the Company, effective as of March 9, 2020, succeeding Stephen D. Milligan. Concurrent with Mr. Goeckeler’s appointment as Chief Executive Officer, the Board of Directors of the Company appointed him as a member of the Board of Directors and as chair of the Executive Committee of the Board of Directors. Mr. Goeckeler, 58, has served as Executive Vice President and General Manager, Networking and Security Business, of Cisco Systems, Inc. since July 2017. Prior to that, he served as Cisco’s Senior Vice President and General Manager, Networking and Security Business, from May 2016 to July 2017, and its Senior Vice President and General Manager, Security Business, from November 2014 to May 2016.

Amended and Restated 2017 Performance Incentive Plan The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) previously adopted an amendment and restatement of the Western Digital Corporation 2017 Performance Incentive Plan (the “2017 Plan”), subject to approval by the Company’s stockholders. As disclosed in

On October 30, 2019, Western Digital Corporation (the “Company”) announced that Stephen D. Milligan, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), intends to retire as the Company’s Chief Executive Officer. Mr. Milligan will continue to serve as the Company’s Chief Executive Officer until the Board identifies and appoints a successor, and then will remain with the Company in an advisory role until September 2020 to ensure a smooth transition. Mr. Milligan will also remain on the Board for a transition period after his successor is appointed. The Board has initiated a search to identify a successor. Mr. Milligan’s decision to retire was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Technology Leadership Transition Martin R. Fink, Executive Vice President and Chief Technology Officer of Western Digital Corporation (the “Company”), will be transitioning to retirement and moving to an advisory role with the Company in September 2019. On August 7, 2019, the Company appointed Dr. Srinivasan Sivaram, the Company’s Executive Vice President, Silicon Technology & Manufacturing, to the newly created role of President, Technology and Strategy, effective immediately. In this expanded strategic role, Dr. Sivaram will oversee the Company’s key technology initiatives and corporate strategy. For biographical information regarding Dr. Sivaram, see the Company’s definitive proxy statement for the 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on September 28, 2018. In connection with his appointment as President, Technology and Strategy, Dr.

Western Digital Corporation (the “Company”) previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 27, 2018, that Mark Long, formerly Chief Financial Officer and Chief Strategy Officer of the Company, and President, Western Digital Capital, would step down from his role to pursue opportunities as a private equity investor. Mr. Long was succeeded as Chief Financial Officer of the Company by Robert Eulau on May 9, 2019, as previously reported by the Company on a Current Report on Form 8-K filed with the SEC on April 18, 2019. To ensure a smooth leadership transition, Mr. Long remained an active member of the Company’s leadership team through June 15, 2019 (the “Separation Date”). In connection with Mr. Long’s departure from the Company, the Company and Mr.

On June 3, 2019, Donald F. Robertson, Jr., Vice President, Finance, and Chief Accounting Officer of Western Digital Corporation (the “Company”), provided notice that he is resigning from the Company, effective as of June 14, 2019, to pursue other opportunities. Mr. Robertson’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Robert K. Eulau, Executive Vice President and Chief Financial Officer of the Company, will be appointed to the role of principal accounting officer. For biographical information regarding Mr. Eulau, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2019.

On April 17, 2019, Western Digital Corporation (the “Company”) appointed Robert K. Eulau as Executive Vice President and Chief Financial Officer of the Company, effective as of May 9, 2019. Mr. Eulau will join the Company on April 22, 2019 to begin his transition into the Chief Financial Officer role. Mr. Eulau, 57, served as chief executive officer and director of Sanmina Corporation, an electronics manufacturing services provider, from October 2017 to August 2018 and as its executive vice president and chief financial officer from September 2009 to October 2017. Prior to that, Mr.

On February 14, 2019, Western Digital Corporation (the “Company”) appointed Donald F. Robertson, Jr., currently the Company’s Vice President, Accounting, to the position of Vice President, Finance, and Chief Accounting Officer, effective immediately. In this position, Mr. Robertson will serve as the Company’s principal accounting officer. Mr. Robertson, 50, has served as the Company’s Vice President, Accounting, since joining the Company in May 2016 in connection with the Company’s acquisition of SanDisk Corporation (“SanDisk”). Mr. Robertson previously served as Chief Accounting Officer of SanDisk from July 2011 to May 2016 and its Corporate Controller from January 2006 to July 2011. From February 2004 until joining SanDisk, Mr. Robertson served as Director of Finance for Adaptec, Inc. and from 1992 until February 2004, Mr. Robertson was employed at PricewaterhouseCoopers. Mr.

On February 11, 2019, Paula A. Price, a member of the Board of Directors of Western Digital Corporation (the “Company”), informed the Company that she has decided to resign from the Board of Directors in light of her increased responsibilities due to being named the chief financial officer of Macy’s, Inc. in July 2018. Ms. Price’s resignation became effective on February 14, 2019. The decision of Ms. Price to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 27, 2018, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Kimberly Alexy and Stephanie Streeter to serve as members of the Board until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified. Concurrent with their appointments as directors, Ms. Alexy and Ms. Streeter were each appointed to the Audit Committee of the Board. There are no arrangements or understandings between Ms. Alexy or Ms. Streeter and any other person pursuant to which Ms. Alexy or Ms. Streeter was appointed to serve on the Board. Neither Ms. Alexy nor Ms. Streeter has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Alexy and Ms.

On November 27, 2018, Western Digital Corporation (the “Company”) announced that Mark Long, Chief Financial Officer and Chief Strategy Officer of the Company, and President, Western Digital Capital, will step down from his current role to pursue opportunities as a private equity investor. To ensure a smooth leadership transition, Mr. Long will remain an active member of the Company’s leadership team through June 1, 2019. Mr. Long will remain the Chief Financial Officer until his departure or until a permanent successor is appointed. The Company has commenced a comprehensive search for a successor. The Company and Mr. Long expect to enter into a separation and general release agreement in connection with Mr. Long’s departure.

Amended and Restated 2017 Performance Incentive Plan The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) previously adopted an amendment and restatement of the Western Digital Corporation 2017 Performance Incentive Plan (the “2017 Plan”), subject to approval by the Company’s stockholders. As disclosed in

On August 27, 2018, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Tunç Doluca to serve as a member of the Board until the Company’s next annual meeting of stockholders (the “Annual Meeting”) and until his successor is duly elected and qualified. The Company expects that the Board will appoint Mr. Doluca to the Compensation Committee of the Board shortly following the Annual Meeting, subject to Mr. Doluca’s re-election to the Board at the Annual Meeting. There are no arrangements or understandings between Mr. Doluca and any other person pursuant to which Mr. Doluca was appointed to serve on the Board. Mr. Doluca has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr.

Amended and Restated 2004 Performance Incentive Plan The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) previously adopted an amendment and restatement of the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (as renamed, the “2017 Performance Incentive Plan,” or the “2017 Plan”), subject to approval by the Company’s stockholders on November 2, 2017.

Effective February 6, 2017, Sanjay Mehrotra resigned as a member of the Board of Directors of Western Digital Corporation (the “Company”). The decision of Mr. Mehrotra to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Annual Base Salary Adjustment On August 3, 2016, the Compensation Committee of the Board of Directors of Western Digital Corporation (the “Company”) approved an increase in the annual base salary levels for Stephen Milligan, the Company’s Chief Executive Officer, from $1,050,000 to $1,150,000, and Michael Cordano, the Company’s President and Chief Operating Officer, from $725,000 to $800,000. Separation Agreement with Olivier Leonetti As the Company previously announced on July 6, 2016, Olivier Leonetti will leave his position as Chief Financial Officer of the Company, effective as of September 1, 2016, and continue in an advisory capacity with the Company through October 1, 2016 (the “Separation Date”). On August 3, 2016, the Company and Mr. Leonetti entered into a Separation and General Release Agreement (the “Separation Agreement”) pursuant to which Mr.

Departure of Olivier Leonetti as Chief Financial Officer On July 6, 2016, the Company announced that Olivier Leonetti will leave his position as Chief Financial Officer of the Company, effective as of September 1, 2016. Mr. Leonetti will continue in an advisory capacity with the Company through October 1, 2016 to assist with the transition of the Company’s new Chief Financial Officer described below. Appointment of Mark Long as Chief Financial Officer On July 6, 2016, Mark Long, currently the Company’s Executive Vice President, Chief Strategy Officer, was appointed to the position of Chief Financial Officer and Chief Strategy Officer effective September 1, 2016. Effective July 6, 2016 and to facilitate an orderly transition to the position of Chief Financial Officer, Mr. Long has been appointed to serve as Executive Vice President, Finance and Chief Strategy Officer.

Departure of James Murphy On June 28, 2016, Western Digital Corporation (the “Company”) announced the departure of James J. Murphy, Executive Vice President of the Company, effective as of March 25, 2017, unless such departure occurs earlier upon thirty (30) days’ written notice by Mr. Murphy (such date, the “Separation Date”). Mr. Murphy will continue in a special advisory role with the Company through the Separation Date. In connection with Mr. Murphy’s departure, the Company and Mr. Murphy entered into a Separation and General Release Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Murphy has agreed to comply with certain non-solicitation and cooperation provisions. The Separation Agreement also provides for a customary general release of claims, as well as certain other standard terms and a mutual non-disparagement covenant.

(d) Appointment of New Directors Effective as of the Closing Date, Western Digital’s board of directors (the “Board”) appointed Mr. Sanjay Mehrotra to serve as a member of the Board until the Company’s 2016 annual general meeting of shareholders or Mr. Mehrotra’s earlier resignation, removal or death. Mr. Mehrotra was appointed pursuant to the terms of the Merger Agreement, which required Western Digital to take action necessary to cause the Chief Executive Officer of SanDisk to become a member of the Board as of the closing of the Merger. Mr. Mehrotra will receive the standard compensation for a non-employee director of Western Digital. Western Digital will also enter into an indemnification agreement with Mr. Mehrotra, effective as of the Closing Date.