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Commission has established specific due dates for these reports, and we must disclose this Annual Report on Form 10-K
any late filings during fiscal 2006. To our knowledge, based solely on our review of the copies of such reports required to
be furnished to us with respect to fiscal 2006 and the written responses to annual directors’ and officers’ questionnaires
that no other reports were required, all of these reports were timely filed.
Corporate Governance Guidelines and Code of Business Ethics.
Our Board of Directors has adopted Corporate Governance Guidelines, which provide the framework for the
governance of Western Digital and represent the Board’s current views with respect to selected corporate governance
issues considered to be of significance to stockholders. Our Board of Directors has also adopted a Code of Business Ethics
that applies to all of our directors, employees and officers, including our Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer and Controller. The current versions of the Corporate Governance Guidelines and the Code of
Business Ethics are available on our website under the Governance section at www.westerndigital.com and are available
in print to any stockholder who delivers a written request to our Secretary at our principal executive offices. In accordance
with rules adopted by the Securities and Exchange Commission and the New York Stock Exchange, we intend to 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 the Governance section at www.westerndigital.com.
Item 11. Executive Compensation
Summary Compensation Table.
The following table sets forth the compensation paid for fiscal 2006 to all individuals serving as Chief Executive
Officer during fiscal 2006 and to our four other most highly compensated executive officers who were serving as executive
officers at the end of fiscal 2006 (collectively, the “Named Executive Officers”).
Name and Principal Position
Salary
($)
Bonus
($)(1)
Other Annual
Compensation
($)
Restricted
Stock/Stock
Unit
Awards ($)(2)
Securities
Underlying
Options/SARs**
(#)
LTIP
Payouts
($)
All Other
Compensation
($)
Fiscal
Year
Annual Compensation*
Awards Payouts
Long-Term Compensation
Matthew E. Massengill(3) .......... 2006 800,000 1,258,000 — — — — 4,150(4)
Chairman and Former 2005 776,923 1,300,000 — 5,615,500 500,000 5,808,600(5) 3,140
Chief Executive Officer 2004 726,923(6) — — — 300,000 6,864,200(7) 3,184
Arif Shakeel(8) ................ 2006 757,462 1,258,000 — 17,812,500(9) — — 5,930(4)
Chief Executive Officer 2005 573,077 801,375 — 3,522,450 250,000 4,149,000(10) 4,201
2004 571,154(6) — — — 200,000 4,903,000(11) 3,776
John F. Coyne(12) .............. 2006 547,692 991,525(13) 106,312(14) 4,731,900(9) 315,000 — 74,921(4)
President and 2005 271,154 380,000 88,933(14) 1,221,297 60,000 — 14,563
Chief Operating Officer —
Raymond M. Bukaty ............. 2006 381,154 574,188(15) — 1,390,260(9) — — 4,331(4)
Senior Vice President, 2005 345,385 370,063 — 1,654,020 58,000 — 3,260
Administration, General
Counsel and Secretary
2004 324,462(6) — — — 85,000 75,000 3,308
Hossein M. Moghadam(16) ......... 2006 400,000 521,350(17) — 1,318,603(9) 14,017 — 9,475(4)
Senior Vice President, 2005 328,846 387,500 — 587,004 58,000 — 7,544
Chief Technology Officer
Stephen D. Milligan ............. 2006 381,154 471,750 — 1,318,350(9) — 2,653(4)
Senior Vice President and 2005 345,385 405,063(18) — 1,633,600 54,000 — 2,420
Chief Financial Officer 2004 307,154(6) 35,000(19) — 772,500 135,000 — 4,436
* The amount of perquisites and other personal benefits received by each of the Named Executive Officers for the years
indicated did not exceed the lesser of $50,000 or 10% of the individual’s total annual salary and bonus, which
represents the threshold reporting requirement.
** We have not historically granted Stock Appreciation Rights.
(1) Unless otherwise indicated, the amounts disclosed in the Bonus column for 2006 and 2005 were all awarded under
our Incentive Compensation Plan.
(2) At the end of fiscal 2006, the aggregate share amount and dollar value of (i) all unvested restricted stock awards
granted to the Named Executive Officers (which consisted of the unvested portion of restricted stock awards granted
to the Named Executive Officers in fiscal 2004, 2005 and 2006), and (ii) all unvested restricted stock unit awards
80