Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

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.

In connection with his appointment as the Company's Executive Vice President and Chief Financial Officer, Mr. Jabre will receive an annual base salary of $625,000 and a target bonus opportunity under the Company's short-term incentive plan of 120% of annual base salary. Mr. Jabre will also receive a signing bonus of $500,000, which is subject to repayment if Mr. Jabre's employment is terminated before the one year anniversary of the commencement of his employment (unless the Company terminates Mr. Jabre's employment without "Cause" as defined in the Company's Executive Severance Plan).

Mr. Jabre will receive a sign-on restricted stock unit award with a grant date value of $4,500,000, which will vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to Mr. Jabre's continued employment. Mr. Jabre will also be eligible to receive an annual equity award for fiscal year 2023 with a grant date value equal to approximately $4,500,000. Starting in fiscal year 2024, Mr. Jabre's annual equity awards target grant date value will equal 500% of his annual base salary. Mr. Jabre will also be eligible for reimbursement of qualifying relocation expenses in accordance with the Company's executive relocation policy.

In accordance with the Company's customary practice, the Company will enter into its standard form of indemnity agreement with Mr. Jabre, which agreement has previously been filed with the Securities and Exchange Commission. Mr. Jabre will also be eligible to participate in the Company's Executive Severance Plan, Change in Control Plan and other benefit programs generally available to the Company's executive officers.

There are no arrangements or understandings between Mr. Jabre and any other person pursuant to which Mr. Jabre was appointed to serve as the Company's Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Jabre and any director or executive officer of the Company.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on January 27, 2022 announcing Mr. Jabre's appointment as the Company's Chief Financial Officer. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




99.1      Press Release issued by Western Digital Corporation on January 27, 2022.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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