Associate General Counsel – Executive Compensation

ESSENTIAL DUTIES AND RESPONSIBILITIES:

• Advises on a broad range of executive compensation matters, including with respect to compensation program design and structure and the impact of design decisions.
• Provides legal advice to the People Solutions team and Compensation and Talent Committee of the Board of Directors concerning current compensation practices and assists with monitoring these practices in light of changing best practices.
• Leads preparation of proxy statements.
• Responsible for other compensation-related disclosures contained in SEC filings, including Forms 8-K and Section 16 filings and registration statements.
• Advises on corporate governance matters relating to executive compensation.
• Assists with preparation of Board of Directors and Compensation and Talent Committee meeting materials.
• Provides legal and tax advice relating to stock-based compensation programs (including the employee stock purchase plan, restricted stock units and performance stock units).
• Maintains policies and procedures related to executive compensation and benefits programs, including clawback, Rule 10b5-1, severance and short-term incentive plans and procedures.
• Advises on deferred compensation, Section 409A matters and Section 280G matters.
• Supports the retirement committee in its maintenance and administration the 401(k) plan.
• Reviews plan documents, summary plan descriptions and participant communications and advises on compliance matters for a variety of plans and programs.
• Advises on compensation matters relating to corporate and strategic transactions.
• Assists with securities matters as part of the broader Securities and Corporate Governance team.
• Supports and develops strong working relationships and trust with members of Global Stock Administration, People Solutions, Tax, Finance, Corporate Development and other functional groups.
• Works closely with non-attorney staff.
• Works under general direction and keeps manager informed as projects proceed.
• Assists in the development of appropriate training materials and helps conduct training sessions for client groups on topics of interest.
• Effectively manage outside counsel.

• J.D. degree from accredited law school.
• Current member of the California (or other acceptable jurisdiction) bar association in good standing.
• 10+ years’ experience practicing at a national law firm or at a national law firm plus as an in-house attorney.
• Strong executive compensation experience and familiarity with stock-based compensation programs, including related tax and plan design issues.
• Experience working for and/or representing publicly traded companies.
• Understanding of Section 16, Regulation 14A and other SEC rules and requirements.
• Understanding of Sections 409A, 162(m), 280G, and other tax rules and requirements.
• Excellent legal drafting skills with attention to detail.
• Strong presence and the ability to work effectively within a team of securities and corporate governance lawyers and with other functional groups (People Solutions, HR, Global Stock Administration, Finance, Tax, etc.), outside counsel and senior-level executives.
• Ability to effectively communicate complex legal and compliance issues verbally and in writing in a clear and understandable manner.
• Ability to inspire trust and confidence through effective communication and interpersonal skills.
• Ability to exercise independent judgment and manage multiple projects simultaneously.
• Adaptable and able to plan and manage projects from conception to completion in a dynamic environment with independent follow-through.
• Ability to be proactive, anticipate the needs of clients and managers, exercise independent judgment and manage multiple projects simultaneously.
• Ability to focus on critical priorities with little or no supervision.
• Strong work ethic and ability to produce high quality work under deadline pressures.

Equal Employment Opportunity
Western Digital is committed to providing equal opportunities to all applicants and employees and will not discriminate against any applicant or employee based on their race, color, ancestry, religion (including religious dress and grooming standards), sex (including pregnancy, childbirth or related medical conditions, breastfeeding or related medical conditions), gender (including a person’s gender identity, gender expression, and gender-related appearance and behavior, whether or not stereotypically associated with the person’s assigned sex at birth), age, national origin, sexual orientation, medical condition, marital status (including domestic partnership status), physical disability, mental disability, medical condition, genetic information, protected medical and family care leave, Civil Air Patrol status, military and veteran status, or other legally protected characteristics. We also prohibit harassment of any individual on any of the characteristics listed above. Our non-discrimination policy applies to all aspects of employment. We comply with the laws and regulations set forth in the “Know Your Rights: Workplace Discrimination is Illegal” poster. Our pay transparency policy is available here: Pay Transparency Nondiscrimination Provision (dol.gov)

Western Digital thrives on the power and potential of diversity. As a global company, we believe the most effective way to embrace the diversity of our customers and communities is to mirror it from within. We believe the fusion of various perspectives results in the best outcomes for our employees, our company, our customers, and the world around us. We are committed to an inclusive environment where every individual can thrive through a sense of belonging, respect and contribution.

Western Digital is committed to offering opportunities to applicants with disabilities and ensuring all candidates can successfully navigate our careers website and our hiring process. Please contact us at [email protected] to advise us of your accommodation request. In your email, please include a description of the specific accommodation you are requesting as well as the job title and requisition number of the position for which you are applying.

Based on our experience, we anticipate that the application deadline will be 11/07/2024 (3 months from posting), although we reserve the right to close the application process sooner if we hire an applicant for this position before the application deadline. If we are not able to hire someone from this role before the application deadline, we will update this posting with a new anticipated application deadline.

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Compensation & Benefits Details

• An employee’s pay position within the salary range may be based on several factors including but not limited to (1) relevant education; qualifications; certifications; and experience; (2) skills, ability, knowledge of the job; (3) performance, contribution and results; (4) geographic location; (5) shift; (6) internal and external equity; and (7) business and organizational needs.
• The salary range is what we believe to be the range of possible compensation for this role at the time of this posting.  We may ultimately pay more or less than the posted range and this range is only applicable for jobs to be performed in California, Colorado, New York or remote jobs that can be performed in California, Colorado and New York.  This range may be modified in the future.
• You will be eligible to participate in Western Digital’s Short-Term Incentive (STI) Plan, which provides incentive awards based on Company and individual performance.  Depending on your role and your performance, you may be eligible to participate in our annual Long-Term Incentive (LTI) program, which consists of restricted stock units (RSUs) or cash equivalents, pursuant to the terms of the LTI plan. Please note that not all roles are eligible to participate in the LTI program, and not all roles are eligible for equity under the LTI plan. RSU awards are also available to eligible new hires, subject to Western Digital’s Standard Terms and Conditions for Restricted Stock Unit Awards.
• We offer a comprehensive package of benefits including paid vacation time; paid sick leave; medical/dental/vision insurance; life, accident and disability insurance; tax-advantaged flexible spending and health savings accounts; employee assistance program; other voluntary benefit programs such as supplemental life and AD&D, legal plan, pet insurance, critical illness, accident and hospital indemnity; tuition reimbursement; transit; the Applause Program, employee stock purchase plan, and the Western Digital Savings 401(k) Plan.
• Note: No amount of pay is considered to be wages or compensation until such amount is earned, vested, and determinable. The amount and availability of any bonus, commission, benefits, or any other form of compensation and benefits that are allocable to a particular employee remains in the Company's sole discretion unless and until paid and may be modified at the Company’s sole discretion, consistent with the law.