VOTING SHARES IN ADVANCE OF THE MEETING
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 Via the Internet Visit the website listed on your notice, proxy card notice or voting instruction form
		BY PHONE By Phone Call the phone number listed on your proxy card or voting instruction form
		BY MAIL By Mail Complete, sign, date and return your proxy card or voting instruction form in the envelope provided

Matters to be voted on

Proposal				Board Recommendation
1		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
2		Approval on an advisory basis of the named executive officer compensation disclosed in the attached Proxy Statement		VOTE FOR
3		Approval of our 2021 Long-Term Incentive Plan		VOTE FOR
4		Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2022		VOTE FOR

At the meeting, we will also consider any other business that may properly come before our annual meeting or any postponement or adjournment of the meeting. By Order of our Board of Directors, Michael C. Ray Executive Vice President, Chief Legal Officer and Secretary October 4, 2021

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Virtual Annual Meeting

Our 2021 annual meeting of stockholders (the “Annual Meeting”) will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location around the world. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/WDC2021.

Attendance and Participation at the Virtual Annual Meeting

Questions at the Virtual Annual Meeting

4

Western Digital 2023 Proxy Statement

Table of ContentsDisclaimers

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 product and technology portfolio, views with respect to the growth of digital data, 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 COVID-19,global events, our director succession plans and 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 ourmanagement’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, including:statements. These risks and uncertainties include, but are not limited to: volatility in global economic conditions; future responses to and effects of the COVID-19 pandemic; volatility in global economic conditions;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 substantial level of debt and other financial obligations; changes to our relationships with key customers; disruptions in operationscompromise, damage or interruption from cyberattackscybersecurity 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 2021 Annual Report on Form 10-K and our other reports filedfilings 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 subsequentnew information or events, or circumstances.except as required by law.

Website References

You may also access additional information about Western Digital at www.westerndigital.com.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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TABLE OF CONTENTSTable of Contents

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Proxy Summary

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 thethis entire Proxy Statement for more information about these topics prior to voting.

Our Director Nominees

	Name and Principal Occupation	Independent		Director Since		Board Committees		Other Current Public Directorships
	KIMBERLY E. ALEXY, 51 Principal, Alexy Capital Management			2018				●Alteryx, Inc. ●FireEye, Inc. ●Five9, Inc.
	DR. THOMAS H. CAULFIELD, 62 CEO, GlobalFoundries Inc.			2021				None
	MARTIN I. COLE, 65 Former Chief Executive, Technology of Accenture plc.			2014				●The Western Union Company
	TUNÇ DOLUCA, 63 Former President and CEO, Maxim Integrated			2018				●Analog Devices, Inc.
	DAVID V. GOECKELER, 59 CEO, Western Digital Corporation			2020				None
	MATTHEW E. MASSENGILL, 60 INDEPENDENT CHAIRMAN OF THE BOARD Former President and CEO, Western Digital Corporation			2000				None
	PAULA A. PRICE, 59 Former Executive Vice President and CFO, Macy’s, Inc.			2020				●Accenture plc ●Bristol-Myers Squibb Company ●DaVita Inc.
	STEPHANIE A. STREETER, 64 Former CEO, Libbey Inc.			2018				●Goodyear Tire & Rubber Company ●Kohl’s Corporation
	MIYUKI SUZUKI, 61 Former President, Asia Pacific, Japan and China, Cisco Systems, Inc.			2021				None

Audit

Compensation and Talent

Governance

Executive

Committee Chair

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Board Nominee Highlights

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

WOMEN IN BOARD LEADERSHIP ROLES

INDEPENDENCE		GENDER		DIVERSITY		AGE		TENURE(1)
89% Independent		44% Women		22% Diverse Members		60 Years Average Age		5 Years Average Tenure(1)
8 Independent 1 Non-Independent		4 Women 5 Men		2 members are racially/ ethnically diverse or LGBTQ+ community members		4 ≤60 years 5 61–69 years		6 <5 years 2 5–10 years 1 >10 years

Corporate Governance Highlights

Our Board of Directors is committed to maintaining the highest standards of corporate governance. We believe ourOur strong corporate governance practices are intended to help promote the long-term interests of our stockholders and build public trust in us.stockholders.

Corporate Governance DevelopmentsBest Practices

Below is a description of some recent key changes toWe regularly evaluate our corporate governance practices:practices against prevailing best practices and emerging and evolving topics identified through stockholder outreach and corporate governance literature.

Appointment✓Robust year-round Board-led stockholder engagement program that informs Board decisions ✓Independent Board leadership, including an independent Chair of Two Newthe Board separate from our CEO and a Lead Independent Directors

Amended Corporate Governance Guidelines to Ensure a Diverse Director Candidate Pool

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Proxy Summary

	Robust year-round Board-led stockholder engagement program that informs Board decisions
	Independentkey Board leadership including apositions as our Lead Independent Director with clearly defined roles and responsibilities
	Commitment to Board diversity, with our last six independent director appointments including four women, twoChairs of whom are from underrepresented communities
	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-level ✓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
	Individual ✓Annual individual assessments of directors
	Code of conduct for directors, officers ✓Anti-hedging, anti-pledging and employees
	clawback policies ✓All current non-employee directors are subject tocomply with our stock ownership requirements
	guidelines ✓All executive officers achieved stock ownership requirements pursuant to our guidelines

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Year-Round Stockholder Engagement

As a continuation of our robust Board-drivenOur long-standing stockholder engagement program overconsistently 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 past year,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 reached out toengaged with stockholders representing nearly 60%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 conducted calls with 14 stockholders, composed of investors with a variety of investment styles and geographic locations.how we responded.

In our recent summer 2021For additional information on stockholder engagement, we discussed a variety of topics, including the composition of our executive leadership team, board composition, experience and diversity, our executive compensation philosophy and program, corporate responsibility and sustainability and equity, inclusion and diversity. Stockholders generally provided positive feedback on the diversity of our Board and our executive compensation program. Investors were also very supportiveresponsive actions, please see the section entitled “Executive Compensation—Compensation Discussion and Analysis."

Table of our progress in sustainability reporting, particularly with respect to our progress toward alignment with the Task Force on Climate-Related Financial Disclosures and our commitment to set science-based targets. These views were shared with our Board and its committees, where applicable, for their consideration.Contents

Corporate Responsibility and Sustainability

We believe responsible and sustainable business practices support ourthe long-term success as aof our company. ThoseThese practices help keep our communities and our environment vibrant and healthy. But theyThey also lead us to more efficient and resilient business operations. Theyoperations, help us meet our customers’ efficiency targets. Theytargets, reduce risks of misconduct and legal liability. Theyliability, enhance the reliability of our supply chain. And theychain 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 sound corporate responsibility is deeply rootedembedded throughout our business.

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

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 all aspects2023 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 business.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 20202022 Sustainability Report and 2021 Sustainability Update areis located on our Corporate SustainabilityResponsibility page at www.westerndigital.com. The topics covered were selected based on a robustdetailed 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 alignswas prepared in accordance with boththe Global Reporting Initiative (“GRI”) standards: Core option, references Sustainability Accounting Standards Board (“SASB”) standards and Global Reporting Initiativeincludes disclosures aligned with the UN Sustainable Development Goals (“GRI”UN SDGs”) standards.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 22.23. We plan to release our 2023 Sustainability Report later this fiscal year.

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CORPORATE GOVERNANCE MATTERS

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 the our 2023 annual meeting of stockholders (“Annual Meeting.Meeting”). Each of the nominees is currently a member of our Board and, other than Dr. Caulfield and Ms. Suzuki, who joined our Board in July 2021,with the exception of Reed B. Rayman, was elected to our Board at the 2020 annual meeting of stockholders.our 2022 Annual Meeting. Each director elected at the Annual Meeting will serve until our 20222024 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.

InMr. 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 our retirement policy, Ms. Cote has not been nominated for re-election at the Annual Meeting. Our Board intends to reduce the size of our Board to nine directors immediately following the Annual Meeting. Stockholders may not vote their shares for more than nine director nominees.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 shares voted “for”votes “FOR” a director must exceed the number of votes cast “against”“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.

If a nominee who is serving as a director is not elected at the Annual Meeting by the requisite majority of votes cast, Delaware law provides that the director would continue to serve on our Board of Directors as a “holdover director.” However, underUnder 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 committee’s recommendationresignation and publicly disclose and explain its decision and the rationale behind it 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. Any nominee who was not already serving as a director and is not elected at the Annual Meeting by a majority of the votes cast with respect to such director’s election would not be elected to our Board.

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Corporate Governance Matters

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 AGE: Director Since: 51 DIRECTOR SINCE: November 2018 COMMITTEES: Committees:
	PROFESSIONALSKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Ms. Alexy is a seasoned financial services professional withFrom her more than 25 years of experience in capital markets, corporate finance and investments. She founded Alexy Capital Management, a private investment fund, in 2005 and serves as its principal. ●Previously,investments across several financial institutions, Ms. Alexy served as a sell-side equity research analyst on Wall Street for nearly a decade, specializing in the technology and corporate finance industries at Prudential Securities, Lehman Brothers and Wachovia Bank. ●Within the last five years, Ms. Alexy served as a director of Microsemi Corporation and CalAmp Corp. ●Ms. Alexy has a CFA designation. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●Alteryx, Inc. ●FireEye, Inc. ●Five9, Inc.
	BOARD SKILLS, QUALIFICATIONS AND EXPERTISE Ms. Alexy’sbrings to our Board deep expertise in finance securities and corporate governance at several financial institutions and publicly held companies is directly relevant to our business. Her service on numerous public company boards of directors, including having served as a chair of the audit or governance committees of many of those boards, provides our Board with valuable insights and perspectives. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Audit Committee Chair first-hand transaction experience. ●Ms. Alexy’s financial skills and prior experience as a financial analyst for nearly a decade and her service as a member of several public company audit committees, including serving as chair, qualify her as an audit committee financial expert under SEC rules. In addition, 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.University, strengthening our Board’s risk oversight function. Governance Committee Member ●Additionally, Ms. Alexy has substantial governancea CFA designation and her financial skills and prior experience servingqualify her as a member oran “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 nominatingAudit Committee.		CAREER HIGHLIGHTS Alexy Capital Management, a private investment fund ●Founder and corporate governance committee at a numberprincipal (2005-present) Prudential Securities ●Senior vice president and managing director (1998-2003) Lehman Brothers ●Vice president of public companies.equity research (1995-1998)
OTHER PUBLIC BOARDS
Current ●None	Past Five Years ●Five9, Inc. ●Mandiant, Inc. ●Alteryx, Inc. ●CalAmp Corporation

	DR. THOMAS H. CAULFIELDCAUFIELD, 64 INDEPENDENT AGE: Director Since: 62 DIRECTOR SINCE: July 2021 COMMITTEES: Committees:
	PROFESSIONALSKILLS & 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 is the CEO of also brings public company board experience.		CAREER HIGHLIGHTS GlobalFoundries Inc., which provides a broad range of platformsmultinational semiconductor contract manufacturing and features with a unique mix of design development and fabrication services.company ●Prior to being named CEO of GlobalFoundries in March 2018, Dr. Caulfield was the senior(March 2018-present) ●Senior vice president and general manager, of its Fab 8 semiconductor wafer manufacturing facility from May 2014 to March 2018. From 2012 to 2014, Dr. Caulfield served as the president(2014-2018) Soraa, Inc. ●President and chief operating officer of Soraa, Inc., a lighting products manufacturer. From 2010 through 2012, he served as CEO of (2012-2014) Caitin Inc., a clean technology company. From 2009 through 2010, he served as the chief operating officer of Ausra, Inc., a leading provider of concentrated solar power solutions, and from 2005 through 2009, he served as executive vice president of sales, marketing and customer satisfaction at Novellus Systems, Inc., a semiconductor equipment manufacturer. Prior to that, he held various positions of increasing responsibility at International Business Machines Corporation for 16 years, including as vice president of semiconductor operations. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●NoneCEO (2010-2012)
	BOARD SKILLS, QUALIFICATIONS AND EXPERTISEOTHER PUBLIC BOARDS Dr. Caulfield brings many years of experience in the semiconductor industry, spanning engineering, management and global operational leadership, and brings expertise in business leadership, corporate strategy, manufacturing and marketing experience to our Board. He also brings prior public company board experience. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Governance Committee Member ●Dr. Caulfield has governance experience as a former board member of a public company.

Audit

Compensation and Talent

Governance

Executive

Committee Chair

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Corporate Governance Matters

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Western Digital 2023 Proxy Statement

MARTIN I. COLE, 67 INDEPENDENT AGE: Director Since: 65 DIRECTOR SINCE: December 2014 COMMITTEES:
	PROFESSIONAL EXPERIENCE ●Mr. Cole served as the chief executive of the technology group of Accenture plc, a leading global management consulting and professional services company, with responsibility for the full range of Accenture’s technology consulting and outsourcing solutions and delivery capabilities, including its global delivery network, from 2012 until he retired in 2014. ●Previously, Mr. Cole served as the chief executive of Accenture’s communications, media and technology operating group from 2006 to 2012, the chief executive of its government operating group from 2004 to 2006, the managing partner of its outsourcing and infrastructure delivery group from 2002 to 2004 and in a variety of other capacities at Accenture from 1980. ●Within the last five years, Mr. Cole served as a director of Cloudera, Inc. and as its board chairman. He also served as its interim CEO from August 2019 to January 2020. ●Mr. Cole currently served as a senior adviser to 3i Group plc. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●The Western Union CompanyCommittees:
	SKILLS & EXPERIENCE SUPPORTING BOARD SKILLS, QUALIFICATIONS AND EXPERTISENOMINATION ●Mr. Cole brings to our Board extensive senior executive leadership experience across a variety of business sectors and geographies. This demonstrates his abilitygeographies, enabling him to provide strategic advice and lead multiple teams across a variety of business sectors, and provides him with wide-ranging insights, including relating to technology solutions, which are an important part of our business. We believe these experiences, qualifications, attributes ●Through his roles at Accenture plc and skills qualify himCloudera, Mr. Cole has a demonstrated track record and understanding of how to serve as a memberbuild and lead successful businesses in an increasingly competitive technology landscape, greatly enhancing the strategic oversight capabilities of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Compensation and Talent Committee Chair ●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. Audit As Chair of the Compensation and Talent Committee, Member 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 skills and prior experience, as a CEO qualify him as an audit“audit committee financial expertexpert” under SEC rules.

	TUNÇ DOLUCACAREER HIGHLIGHTS  INDEPENDENT 3i Group plc AGE: , a private equity firm ●Senior adviser (2017-present) 63 Cloudera, Inc.DIRECTOR SINCE: , an enterprise data management systems company ●Interim CEO (August 2019-January 2020) August 2018 Accenture plcCOMMITTEES:
	PROFESSIONAL EXPERIENCE ●Mr. Doluca served as the presidentChief executive – technology (2012-2014) ●Chief executive – communications, media and CEO of Maxim Integrated, which designed, developed, manufacturedtechnology group (2006-2012) ●Chief executive – government operating group (2004-2006) ●Managing partner, outsourcing and marketed a broad range of linear and mixed-signal integrated circuits, until August 2021, when it was acquired by Analog Devices, Inc. ●Prior to being named Maxim Integrated’s president and CEO in January 2007, Mr. Doluca served as itsinfrastructure group president from 2005 to 2007, senior vice president from 2004 to 2005 and vice president from 1994 to 2004. Prior to 1994, Mr. Doluca served in a number of integrated circuit development positions at Maxim Integrated since joining the company in 1984. ●Mr. Doluca is a board member of the Semiconductor Industry Association and served as its chairman from 2017 to 2018. ●Within the last five years, Mr. Doluca served as a director of Maxim Integrated. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●Analog Devices, Inc. (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 SKILLS, QUALIFICATIONS AND EXPERTISENOMINATION ●Mr. Doluca brings to our Board over 3040 years of executive leadership and technical experience in the semiconductor industry, which provides our Board with valuable perspectives directly relevant to our business. business, our products, and the markets in which we operate. ●As a seasoned CEO and previous director of a large public technology company, hecompanies, Mr. Doluca has expertise incontributed 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 all critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes		CAREER HIGHLIGHTS Maxim Integrated (acquired by Analog Devices, Inc. in August 2021), an integrated circuits manufacturing company ●President and skills qualify him to serve as a member of our Board. CEO (2007- August 2021) ●Group president (2005-2007) ●Senior vice president (2004-2005) ●Vice president (1994-2004)
	COMMITTEE EXPERTISE HIGHLIGHTSOTHER PUBLIC BOARDS
	Current ●None	Past Five Years ●Analog Devices, Inc. ●Maxim Integrated

Audit

Compensation and Talent

Governance

Executive

Committee Member ●Mr. Doluca has significant experience establishing and overseeing executive compensation programs as the former CEO of Maxim Integrated. Chair

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DAVID V. GOECKELER, 61 CHIEF EXECUTIVE OFFICER AGE: Director Since: 59 DIRECTOR SINCE: March 2020 COMMITTEES: Committees:
	PROFESSIONALSKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●With more than 30 years in the technology industry, Mr. Goeckeler has serveda proven ability to set and implement strategy of large, global technology franchises, including in his current position as our CEO since March 2020.CEO. ●Prior to that, Mr. Goeckeler served as executivealso 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, of the networking and security business of Cisco Systems, Inc., a large, multi-national technology company, from July 2017 to March 2020. From May 2016 to August 2017, Mr. Goeckeler served as senior (2017-March 2020) ●Senior vice president and general manager, for Cisco’s networking and security business group and served as senior (2016-2017) ●Senior vice president and general manager, for its security business from 2014 to 2016. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●None(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 SKILLS, QUALIFICATIONS AND EXPERTISENOMINATION ●Mr. Goeckeler’s 20Massengill brings over 30 years of experience in technicalexecutive management and leadership positions at Cisco,experience, including more than six years in senior management positions there, and his current position as our CEO, contributes indispensable knowledge and expertise to our Board. We believe these experiences, qualifications, attributes and skills qualify him to serve as a member of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Executive Committee Chair ●Mr. Goeckeler serves as our CEO and has held numerous senior executive roles at Cisco, most recently overseeing its networking and security business.

	MATTHEW E. MASSENGILL  INDEPENDENT CHAIRMAN OF THE BOARD  AGE: 60 DIRECTOR SINCE: January 2000 COMMITTEES:
PROFESSIONAL EXPERIENCE ●Mr. Massengill served as the President of Western Digital Corporation from 2000 to 2002, CEO from 2000 to 2005 and Chairman of the Board from 2001 to 2007. ●Prior to that, Mr. Massengill served as Western Digital’s Chief Operating Officer from 1999 to 2000former CEO, President and in various executive capacities since joining our company in 1985. ●Within the last five years, Mr. Massengill served as a director of Microsemi Corporation. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●None
BOARD SKILLS, QUALIFICATIONS AND EXPERTISE Mr. Massengill’s many years of service to Western Digital as an executive and Board member provide our Board with extensive and significant experience directly relevantCOO, which has been instrumental to our business. AsBoard’s role in overseeing achievement of our former CEO, he has astrategic objectives. ●In addition to his deep understanding of our operations, provides valuable knowledge to our Board on the issues we face to achieve our strategic objectives andMr. Massengill also has extensive international experience. 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 directors also provides our Board, while partnering closely with important board-level perspective. We believe these experiences, qualifications, attributesour management team and skills qualify him to serve as a memberour stakeholders.		CAREER HIGHLIGHTS Western Digital Corporation ●Chair of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Executive Committee Member the Board (2015-present and 2001- 2007) ●Mr. Massengill has extensive and significant experience as an executive, including as a former CEO (2000-2005) ●President (2000-2002) ●Chief Operating Officer and Board member of our company.(1999-2000)

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PAULA A. PRICEWestern Digital 2023 Proxy Statement  INDEPENDENT  AGE: 59 DIRECTOR SINCE: June 2020 COMMITTEES:

PROFESSIONALREED B. RAYMAN, 37 INDEPENDENT Director Since: January 2023 Committees: None	SKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Ms. Price served as an advisor to Macy’s, Inc., an omni-channel retailer that operates more than 800 stores, from June 2020 to December 2020, after serving as its executive vice president and CFO, from July 2018 to June 2020. Ms. Price has also served asAs a visiting executive for Harvard Business School since July 2018. ●Prior to joining Macy’s, Ms. Price was a senior lecturer for Harvard Business Schoolpartner at Apollo Global Management, Inc. focused on investing in the Accountingtechnology and Management Unit from July 2014security services sectors, Mr. Rayman brings an in-depth understanding of corporate strategy and mergers and acquisitions, which has greatly contributed to July 2018. From 2009 to 2014, Ms. Price served as executive vice president and CFO at Ahold USA, a retailer that operates more than 700 supermarkets and an online grocery delivery service, where she was responsible for finance and accounting, strategic planning, real estate and information technology. From 2006 to 2008, she was the senior vice president, controller and chief accounting officer at CVS Caremark and from 2002 to 2005, she was the senior vice president and CFO for the institutional trust services division of JPMorgan Chase. Prior to that, she held several other senior management positions in the U.S. and the U.K. in the financial services and consumer products industries at Prudential Insurance Co. of America, Diageo and Kraft Foods. ●Within the last five years, Ms. Price served as a directorour Board’s oversight of Western Digital (from July 2014Digital’s operations. ●Mr. Rayman also provides a unique investor perspective critical to Februaryour 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) and Dollar General Corporation. ●Ms. Price is a certified public accountant. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●Accenture plcAssociate (2010-2014) ●Bristol-Myers Squibb CompanyGoldman Sachs ●DaVita Inc.Analyst (2008-2010)
	BOARD SKILLS, QUALIFICATIONS AND EXPERTISEOTHER PUBLIC BOARDS Ms. Price’s numerous years of experience as a certified public accountant, CFO and chief accounting officer provide our Board with valuable experience and insight into accounting and finance matters. She also brings expertise and knowledge of the complexities of growing and managing a global business. She has extensive experience overseeing and integrating merger and acquisition transactions at the executive level, which is experience highly valued by our Board of Directors. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board.
	COMMITTEE EXPERTISE HIGHLIGHTSCurrent ●ADT Inc. ●Edgio, Inc.	Audit Committee MemberPast Five Years ●Ms. Price’s years of experience as a CFO, chief accounting officer and certified public accountant qualify her as an audit committee financial expert under SEC rules.Redbox Entertainment, Inc.

	STEPHANIE A. STREETER, 66 LEAD INDEPENDENT DIRECTOR AGE: Director Since: 64 DIRECTOR SINCE: November 2018 COMMITTEES: Committees:
	PROFESSIONALSKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Ms. Streeter served asAs the former CEO of Libbey Inc., a producer of glass tableware and other tabletop products, from 2011 to 2016, where she developed and implemented a new corporate strategy and reconstructed the company’s balance sheet, manufacturing network and cost base. ●Prior to that, Ms. Streeter served as the acting CEO of the U.S. Olympic Committee from 2009 to 2010 and served on its board of directors from 2004 to 2009. Previously, Ms. Streeter held numerous senior management positions at Banta Corporation, atwo global technology, printing and supply-chain management company, where she served as chairman, president and CEO, and at Avery Dennison Corporation, a global materials science and manufacturing company. ●Within the last five years, Ms. Streeter served as a director of Olin Corporation. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●Goodyear Tire & Rubber Company ●Kohl’s Corporation
	BOARD SKILLS, QUALIFICATIONS AND EXPERTISE companies, Ms. Streeter brings to our Board extensive senior executive leadership experience overseeing companies with manufacturing and operations across the globe. Sheglobe, 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. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member of our Board. COMMITTEE EXPERTISE HIGHLIGHTS Governance Committee Chair ●Ms. Streeter hasdirectors, with substantial governance experience as a director of Goodyear, as a director and former member of the governance and nominating committee of Kohl’s and as a former director and governance committee member of several public companies. Compensationcompanies such as Goodyear and TalentKohl’s, allowing her to effectively serve as our Lead Independent Director. ●As Chair of the Governance Committee, Member ●Ms. Streeter has significantalso 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, establishingqualify 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 overseeing executive compensation programs as a former CEO and as a board and compensation committee member at other public companies. (2001-2007)

14OTHER PUBLIC BOARDS
Current ●None	Past Five Years ●Kohl’s Corporation ●Olin Corporation ●Goodyear Tire & Rubber Company

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MIYUKI SUZUKI, 63 INDEPENDENT AGE: Director Since: 61 DIRECTOR SINCE: July 2021 COMMITTEES: Committees:
	PROFESSIONALSKILLS & EXPERIENCE SUPPORTING BOARD NOMINATION ●Ms. Suzuki served as president, Asia Pacific, Japan and China of Cisco Systems, Inc. from January 2018 to February 2021. ●Prior to that, Ms. Suzuki served as president and general manager of Cisco Japan from May 2015 to January 2018. From 2011 to 2015, Ms. Suzuki served as president and CEO of Jetstar Japan,is a Japanese airline. From 2007 to 2011, she served as president and vice chairman of KVH (now Colt Technology Services), a telecommunications company. Prior to that, she served as president and CEO of LexisNexis Asia Pacific., a legal research company, from 2004 to 2006. From 2002 to 2004, she served as executive vice president and head of consumer business of Japan Telecom. From 2000 to 2002, she served as CEO of CAZH, an online payments company. From 1997 to 2000, she served as managing director of Brokat AG Asia, a professional services and financial software company. Prior to that, she held various positions of increasing responsibility at Thomson Reuters, a multi-national media company, for 16 years, including serving as managing director, South East Asia. ●Ms. Suzuki has served as a director of MetLife Japan since January 2019 and Jera Co., Inc. since April 2021. She serves on the nominating, compensation and audit committees at MetLife Japan. OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS ●None
	BOARD SKILLS, QUALIFICATIONS AND EXPERTISE Ms. Suzuki brings to our Board extensive leadership experienceseasoned leader in the technology and telecommunications and airline industries. Sheindustries contributing to our Board’s comprehensive perspectives around the technology industry. ●Ms. Suzuki also has deep global operations experience across the Asia Pacific region. We believe these experiences, qualifications, attributes and skills qualify her to serve as a member ofregion, which has provided valuable insight for our Board. COMMITTEE EXPERTISE HIGHLIGHTS Governance Committee Member Board throughout Western Digital’s joint venture with Kioxia Corporation. ●Ms. Suzuki has substantial governance experience as a public company director of two Japanese-based companies.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)

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Director Meeting Attendance

During fiscal 2021, our Board of Directors met 24 times. Each of the directors who served during fiscal 2021 attended 75% or more of the aggregate number of Board meetings and meetings of our Board committees on which he or she served during fiscal 2021. Our Board strongly encourages each director to attend our annual meeting of stockholders. All directors standing for election at the 2020 annual meeting of stockholders were in attendance.

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Average director attendance at fiscal 2021 Board and committee meetings:

Over 97% Board and committee meeting aggregate attendance in fiscal 2021.

Director Skills and ExpertiseExperience

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 INDEPENDENCE GENDER AGE TENURE 89% 33% 60 Years <5 Years Independent Women Average Median WOMEN IN BOARD LEADERSHIP ROLES		GENDER		DIVERSITY		AGE		TENURE(1)
89% Independent		44% Women		22% Diverse Members		60 Years Average Age		5 Years Average Tenure(1)
8 Independent 1 Non-Independent		4 Women 5 Men		2 members are racially/ ethnically diverse or LGBTQ+ community members		4 ≤60 years 5 61–69 years		6 <5 years 2 5–10 years 1 >10 years

(1)	Calculation includes Ms. Price’s tenure as a director from July 2014 to February 2019.

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Western Digital 2023 Proxy Statement

DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

	EXECUTIVE
	SEMICONDUCTOR
	DATA INFRASTRUCTURE
	STRATEGIC TRANSACTIONS
	MANUFACTURING
DIRECTOR NOMINEE SKILLS, EXPERIENCE AND BACKGROUNDS

		EXECUTIVE EXPERIENCE Experience in executive-level positions is important to gain a practical understanding of complex organizations, corporate governance, operations, talent development, strategic planning and risk management
		SEMICONDUCTOR EXPERIENCE Experience in the semiconductor industry is important in understanding our technology, products and operations, which is critical for our future growth
		DATA INFRASTRUCTURE EXPERIENCE Experience in data infrastructure, including related software, hardware and data centers, storage, protection and management is important to understanding the issues and opportunities facing our business
		MANUFACTURING Experience with sophisticated, large-scale manufacturing increases our Board’s understanding of our distribution, supply chain and manufacturing facilities
		OPERATIONS AND INFRASTRUCTURE Experience with complex, global operations assists our Board in fostering our operational excellence and adapting to evolving market conditions
	TECHNOLOGY/INNOVATION	TECHNOLOGY/INNOVATION Experience in researching, developing or designing leading-edge technologies is critical for the continued growth and innovation of our business
	GLOBAL	GLOBAL EXPERIENCE Experience with businesses with substantial international operations provides critical business and cultural perspectives to our Board and is important in understanding the strategic opportunities and risks relating to our business
		SALES/MARKETING Experience developing and executing on strategies to grow sales and market share assists our Board in advising management as we seek to develop new products and new markets for our products
		FINANCE AND ACCOUNTING Experience overseeing accounting and financial reporting is key to our Board’s oversight of our financial reporting process and internal controls
	CYBERSECURITY	CYBERSECURITY Experience understanding and managing information technology and cybersecurity threats is increasingly important to mitigate risks to our business
		RISK MANAGEMENT Experience in assessing and managing enterprise risks is critical to our Board’s role in overseeing our enterprise risk management program
		CORPORATE ENVIRONMENTAL, SUSTAINABILITY AND RESPONSIBILITY CLIMATEExperience in assessing corporate social responsibility initiatives is critical to our Board’s role in overseeing our corporate responsibility and sustainability policies and programs
	CORPORATE SOCIAL RESPONSIBILITY	STRATEGY PLANNING EXPERIENCE Experience setting and executing long-term corporate strategy is critical as we continue to grow our business
		HUMAN CAPITAL MANAGEMENT Experience in human capital management in large organizations assists our Board in overseeing succession planning, talent development and our executive compensation program
		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	FM	F	F

	Indicates “Technical or Managerial Expertise” (expertiseexpertise derived from direct and hands-on experience or direct managerial experience with the subject matter during his/her career)career
	Indicates “Working Knowledge” (experienceexperience 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)experience