Western Digital : Corporate Governance (western-digital-executive-and-director-stock-ownership-guidelines)

About this update from Western Digital Corporation

WESTERN DIGITAL CORPORATION EXECUTIVE AND DIRECTOR STOCK OWNERSHIP GUIDELINES Effective as of July 4, 2026 The Board of Directors (the "Board") of Western Digital Corporation, a Delaware Corporation (the "Company"), has adopted the following stock ownership guidelines to further align the interests of the Company's executive officers and directors with the long-term interests of its stockholders. Definitions "Executive Officer" means an employee of the Company who is a member of the Chief Executive Officer Executive Leadership Team with a title of Senior Vice President or above (or its equivalent in the internal records of the Company). "Director" means a non-employee member of the Board. Stock Ownership Guidelines Each Executive Officer and Director is required to hold eligible shares of Company common stock of a value equal to a multiple of the officer's annual base salary or the director's annual base cash retainer (excluding additional chair or committee retainers), as set forth below: Position Minimum Ownership Requirement Value Chief Executive Officer 6x base salary Executive Officer 3x base salary Director 5x annual base cash retainer The minimum ownership requirement value will initially be measured using the applicable annual base salary (in USD) or annual base cash retainer (in USD) in effect as of the later of July 3, 2026, or the date the person first became subject to these guidelines as an Executive Officer or appointed as a Director. The minimum ownership requirement value will then be measured on an annual basis in the first quarter of each fiscal year using the applicable annual base salary or annual base cash retainer as of the last day of the prior fiscal year (the "Measurement Date"). Share ownership will be measured on an annual basis by converting the minimum ownership requirement value into a required share level, rounded down to the nearest whole share, using the 20-day trailing average of the closing prices (in regular trading) of Company common stock leading up to, but excluding, the Measurement Date. Compliance Period Executive Officers and Directors will have five years from the later of July 4, 2026, or the date the person first became subject to these guidelines as an Executive Officer or appointed as a Director to achieve the minimum ownership requirement for their position (the "Compliance Date"). If an Executive Officer's minimum ownership requirement multiple increases following the Compliance Date due to a change in title, a new five-year compliance period will begin as of the date of the Executive Officer's change in title. Holding Requirement If, following the Compliance Date, an Executive Officer or Director has not satisfied the stock ownership guidelines described above as of an applicable Measurement Date, he or she will be required to hold 50% of the aggregate number of net after-tax shares of Company common stock subsequently vested, retained or otherwise acquired pursuant to awards granted under a Company long-term incentive plan (other than shares subject to a pre-approved Rule 10b5-1 trading plan), until the subsequent annual Measurement Date. Eligible Securities Shares of Company common stock that count toward satisfaction of these guidelines include: shares owned outright by the Executive Officer or Director or his or her immediate family members residing in the same household; shares held indirectly, including through a trust or through a nominee for the benefit of the Executive Officer or Director or his or her family members; unvested restricted stock units; and deferred stock units. Shares that do not count toward satisfaction of these guidelines include: unexercised stock options (whether or not vested); and unearned or unvested performance stock units. Administration The Compensation and Talent Committee of the Board (the "Committee") will review stock ownership levels of each Executive Officer and Director on at least an annual basis. The Company will notify each Executive Officer or Director if their status falls below the applicable minimum ownership requirement. The Committee reserves the right to modify or amend these guidelines at any time. These guidelines are intended to supersede and replace all prior guidelines, policies, and understandings, whether written or oral, regarding the subject matter herein. Exceptions There may be instances where these guidelines would place a severe hardship on an Executive Officer or Director or prevent compliance with a court order, as in the case of a divorce settlement. In such instances, the Committee will make the final decision as to developing an alternative stock ownership guideline for the Executive Officer or Director that reflects both the intention of these guidelines and the personal circumstances of the Executive Officer or Director. Approved by Board of Directors: February 24, 2026

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