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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Seagate Technology
Holdings Public Limited Company
_________________________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☒ | | No fee required. |
| ☐ | | Fee paid previously with preliminary materials. |
| ☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
September 3, 2024
Dear Fellow Shareholder:
You are cordially invited to attend the 2024 Annual General Meeting of Shareholders of Seagate Technology Holdings plc, which will be held on Saturday, October 19, 2024 at 5:00 p.m. Singapore Standard Time at the Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944.
We are also offering the opportunity to virtually join the 2024 Annual General Meeting via live webcast over the internet at 5:00 p.m. Singapore Standard Time (5:00 a.m. Eastern Daylight Time). You may virtually join the 2024 Annual General Meeting and vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/STX2024.
Details of the business to be presented at the meeting may be found in the Notice of 2024 Annual General Meeting of Shareholders and the Proxy Statement accompanying this letter. We urge you to read the Proxy Statement carefully and use one of the methods of voting described in the Proxy Statement to ensure that your shares will be voted at the 2024 Annual General Meeting.
On behalf of the Board of Directors of Seagate Technology Holdings plc, we thank you for your continued support.
Sincerely,
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| Michael R. Cannon | William D. Mosley |
| Board Chair | Chief Executive Officer and Director |
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Notice of 2024 Annual General Meeting of Shareholders
The 2024 Annual General Meeting of Shareholders (the “2024 AGM”) of Seagate Technology Holdings plc (“Seagate” or the “Company”), a company incorporated under the laws of Ireland with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, and its principal executive offices at 121 Woodlands Avenue 5, Singapore, 739009, will be held on Saturday, October 19, 2024, at 5:00 p.m. Singapore Standard Time, at the Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944. We are also offering you the opportunity to join the 2024 AGM virtually via live webcast over the internet. Those participating virtually can join, vote, and submit questions via the internet during the 2024 AGM by accessing www.virtualshareholdermeeting.com/STX2024.
The purposes of the 2024 AGM, which are more completely described in the accompanying Proxy Statement, are:
General Proposals:
1. By separate resolutions, to elect as directors the following individuals, all of whom, with the exception of Mr. Mark W. Adams, are incumbent directors who shall retire in accordance with the Company’s Constitution and, being eligible, offer themselves for election (the “Director Nominees”):
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| (a) Mark W. Adams | (e) Michael R. Cannon | (i) Dylan G. Haggart |
| (b) Shankar Arumugavelu | (f) Richard L. Clemmer | (j) William D. Mosley |
| (c) Prat S. Bhatt | (g) Yolanda L. Conyers | (k) Stephanie Tilenius |
| (d) Judy Bruner | (h) Jay L. Geldmacher | |
Robert A. Bruggeworth will retire as a director at the end of the 2024 AGM and will not stand for re-election.
2. Approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).
3. Ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending June 27, 2025 (“fiscal year 2025”), and authorize, in a binding vote, the Audit and Finance Committee (“Audit and Finance Committee”) of the Company’s Board of Directors (the “Board”) to set the auditors’ remuneration.
Irish Law Proposals:
4. Determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.
Other:
5. Conduct such other business properly brought before the meeting.
The Board recommends that you vote “FOR” each Director Nominee included in Proposal 1 and “FOR” each of Proposals 2, 3, and 4. The full text of these proposals is set forth in the accompanying Proxy Statement.
Proposals 1, 2, and 3 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposal 4 is a special resolution, requiring the approval of at least 75% of the votes cast at the meeting.
Only shareholders as of the close of business on August 23, 2024 (the “Record Date”) are entitled to receive notice of and vote at the 2024 AGM. If you are a shareholder as of the close of business on the Record Date, you may attend, speak, and vote at the 2024 AGM or you may appoint a proxy or proxies to attend, speak, and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office or deliver to the Company Secretary a proxy card in the form set out in section 184 of the Irish Companies Act 2014 (the “Irish Companies Act”); please also note your nominated proxy must attend the 2024 AGM in Singapore in person in order for your votes to be cast.
Please cast your vote by proxy whether or not you plan to attend the meeting or join virtually. You may vote by proxy by using the Internet, by telephone, or completing, signing, and returning your proxy card by mail by no later than 11:59 a.m. Eastern Daylight Time (11:59 p.m. Singapore Standard Time) on October 18, 2024 (or, if you are a beneficial owner, such earlier time as your bank, broker-dealer, brokerage firm, or nominee may require). Instructions on how to submit your proxy are set forth in the accompanying Proxy Statement.
If you have any questions about the meeting or require assistance, please call Georgeson LLC, our proxy solicitor, at +1 781 575 2137 or at + 1 800 891 3214 (toll-free within the United States).
During the meeting, management will present Seagate’s Irish statutory financial statements for the fiscal year ended June 28, 2024 (“fiscal year 2024” or “FY2024”) and the reports of the directors and auditors thereon. The Company will not be providing a general business update during the 2024 AGM.
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| | By order of the Board, |
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September 3, 2024
| James C. Lee Senior Vice President, Chief Legal Officer, and Company Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 2024
We will rely on the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials over the Internet instead of mailing printed copies of those materials to each shareholder. As a result, we are sending our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, including our Irish statutory financial statements for fiscal year 2024 and any other appendices thereto, the proxy card, and our Annual Report on Form 10-K for fiscal year 2024 (collectively, the “Proxy Materials”). The Notice also contains instructions on how to request a paper or email copy of the Proxy Materials. If you have previously elected to receive our Proxy Materials electronically, you will continue to receive these materials via email unless you elect otherwise. A full printed set of our Proxy Materials will be mailed to you automatically only if you have previously made a permanent election to receive our Proxy Materials in printed form.
IF YOU ARE A SHAREHOLDER WHO IS ENTITLED TO ATTEND, SPEAK, AND VOTE AT THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS, THEN YOU ARE ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND, SPEAK, AND VOTE ON YOUR BEHALF. A PROXY NEED NOT BE A SHAREHOLDER. IF YOU WISH TO APPOINT AS PROXY ANY PERSON OTHER THAN THE INDIVIDUALS SPECIFIED ON THE PROXY CARD, PLEASE CONTACT THE COMPANY SECRETARY AT OUR REGISTERED OFFICE OR DELIVER TO THE COMPANY SECRETARY A PROXY CARD IN THE FORM SET OUT IN SECTION 184 OF THE IRISH COMPANIES ACT. PLEASE ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST.
Table of Contents
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Proposal 3 - A Non-Binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 27, 2025 and Binding Authorization of the Audit and Finance Committee to Set Auditors' Remuneration | |
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In this Proxy Statement, “Seagate,” the “Company,” “we,” “us,” and “our” refer to Seagate Technology Holdings plc, an Irish public limited company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being mailed on or about September 3, 2024 to shareholders as of the close of business on the Record Date.
This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about the topics summarized below, please review the entire Proxy Statement and Seagate’s Annual Report on Form 10-K for fiscal year 2024.
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Date and Time 5:00 p.m. Singapore Standard Time, | Place Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944 | Record Date |
2024 AGM
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| Date and Time: | Saturday, October 19, 2024 at 5:00 p.m. Singapore Standard Time | | |
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| Place: | Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944 |
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| Record Date: | August 23, 2024 | | |
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| Voting: | Shareholders as of the close of business on the Record Date may vote on the proxy proposals. Each ordinary share that you own entitles you to one vote on each matter to be voted on at the 2024 AGM. Your vote is very important. We encourage you to vote your shares prior to the 2024 AGM. | | |
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| Attendance: | All shareholders as of the close of business on the Record Date may attend the 2024 AGM. You may attend, speak, and vote at the meeting even if you have completed and submitted a form of proxy. Your nominated proxy must attend the 2024 AGM in person in order for your votes to be cast. Shareholders as of the close of business on the Record Date may virtually join, vote, and submit questions at the 2024 AGM on the internet via live webcast at www.virtualshareholdermeeting.com/STX2024. Instructions on how to join, vote, and submit questions at the meeting will be posted on that website. Participants joining virtually should ensure that they have a strong Wi-Fi connection at the location where they intend to virtually join the 2024 AGM. Participants should also give themselves plenty of time to log in prior to the 2024 AGM. Participants intending to join virtually will need to demonstrate proof of share ownership by entering the 16-digit control number included on their notices, proxy cards, or voting instruction forms received with their Notice of Proxy Materials. | | |
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| Proxy Materials: | The Proxy Materials were first made available to shareholders on or about September 3, 2024. | | |
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 1 |
Proposals, Voting Recommendations and Vote Required
The Board recommends that you vote “FOR” each of the nominees listed in proposal 1 and “FOR” proposals 2, 3, and 4 at the 2024 AGM.
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| Proposals: | | Vote Required: | | Board Recommendation: |
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1. | Election of Each of the 11 Director Nominees. | | Majority of Votes Cast | | FOR each nominee |
| | We are asking our shareholders to elect, by separate resolutions, each of the 11 Director Nominees identified in the Proxy Statement. | | | | |
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2. | Approve, in an Advisory, Non-binding Vote, the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”). | | Majority of Votes Cast | | FOR |
| | We are asking for your approval, on an advisory, non-binding basis, of the compensation of our Named Executive Officers (“NEOs”). While our Board intends to carefully consider the shareholder vote resulting from the proposal, the final vote is advisory and will not be binding on us. | | | | |
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3. | A Non-binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 27, 2025 and Binding Authorization of the Audit and Finance Committee to Set Auditors’ Remuneration. | | Majority of Votes Cast | | FOR |
| | We are asking for your ratification, in a nonbinding vote, of the appointment of Ernst & Young LLP as our independent auditors for fiscal year 2025, and to authorize, in a binding vote, the Audit and Finance Committee of the Board to set the auditors’ remuneration. | | | | |
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4. | Determine the Price Range for the Re-allotment of Treasury Shares. | | At least 75% of Votes Cast | | FOR |
| | We are asking you to authorize the price range at which we can re-allot shares held as treasury shares. Granting the Board this authority is a routine matter for public companies incorporated in Ireland. From time to time, we may acquire ordinary shares and hold them as treasury shares. We may re-allot such treasury shares, and, under Irish law, our shareholders must determine the price range at which we may re-allot any shares held in treasury. | | | | |
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During the meeting, management will present Seagate’s Irish statutory financial statements for fiscal year 2024 and the reports of the directors and statutory auditors thereon. The Company will not be providing a general business update during the 2024 AGM.
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2 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
Seagate’s Corporate Governance Highlights
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■ The Board consists of a substantial majority of independent directors (91% as of end of fiscal year 2024). | | ■ The Board Chair is an independent director. |
| ■ Directors must receive a majority of shareholder votes cast to be elected. | | ■ All directors are elected annually by shareholders. |
| ■ All Board committees are composed exclusively of independent directors. | | ■ The independent directors meet regularly in executive sessions. |
| ■ Directors and executive officers are subject to share ownership requirements. | | ■ Executive officers are subject to a compensation “clawback” policy. |
| ■ The Board and each Board committee perform periodic self-evaluations. | | ■ The Board oversees the Company’s enterprise risk management program, including ESG-related risks and cybersecurity. |
| ■ The Board oversees succession planning for all executive officers, including the Chief Executive Officer, and also undertakes succession planning for members of the Board. | | ■ The Company maintains an anti-hedging policy for all directors and employees. |
| ■ The Company maintains a policy prohibiting the pledging of Company securities by directors, executive officers and certain other employees. | | |
2025 Annual General Meeting of Shareholders
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Deadline for shareholder proposals for inclusion in the fiscal year 2025 Proxy Statement: | May 6, 2025 |
| Period for shareholder nomination of directors for election at the 2025 Annual General Meeting of Shareholders (“2025 AGM”): | April 6, 2025 to May 6, 2025 |
| Deadline for all other proposals to be voted upon at the 2025 AGM: | July 20, 2025 |
For further information, see the section entitled “Shareholder Proposals and Nominations” on page 70 of this Proxy Statement. | | | | | | | | |
2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 3 |
Cautionary Statement Regarding Forward-Looking Statements
This Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words, and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are subject to various uncertainties and risks that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for fiscal year 2024 and in our Quarterly Reports on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.
Incorporation by Reference
Unless explicitly stated, information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.
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4 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
General Information
The following are questions and answers concerning voting, solicitation, and other general information. You should read this entire Proxy Statement carefully.
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Why did I receive this Proxy Statement? | We sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials (the “Notice”) on or around September 3, 2024, because our Board of Directors (the “Board”) is soliciting your proxy to vote at the Company’s 2024 Annual General Meeting of Shareholders (“2024 AGM”). This Proxy Statement summarizes the information you need to know to vote on an informed basis. If you have received a Notice, it contains a control number that will allow you to access the Notice, our Proxy Statement, including our Irish statutory financial statements for fiscal year 2024, the proxy card, and our Annual Report on Form 10-K for fiscal year 2024 (collectively, the “Proxy Materials”) online. |
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Why are there two sets of financial statements covering the same fiscal period? | U.S. securities laws require us to send you our Annual Report on Form 10-K for fiscal year 2024, which includes our financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These financial statements are included in the mailing of this Proxy Statement. Irish law requires us to provide you with our Irish statutory financial statements for fiscal year 2024, including the reports of our directors and statutory auditors thereon. The Irish statutory financial statements are included as Appendix A to this Proxy Statement, are available online at www.proxyvote.com, and, as required under Irish law, will be available at the 2024 AGM in Singapore. |
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What do I need to do to attend the 2024 AGM? | All shareholders of record (“record holders”) and beneficial owners (i.e., those whose shares are held via a bank, broker-dealer, brokerage firm, trust, other similar organization, or other nominee record holder (each referred to herein as a “broker”)) as of the close of business on the Record Date may attend the 2024 AGM in person or join virtually via live webcast at www.virtualshareholdermeeting.com/STX2024. To attend the 2024 AGM in person if you are a record holder, you must present valid photo identification, such as a driver’s license or passport, matching that of a shareholder appearing on the Company’s register as of the close of business on the Record Date, and a copy of a share certificate or other evidence of share ownership. If you are a beneficial owner, in addition to the foregoing you also must present a letter from your broker showing that you were the beneficial owner of the shares as of the close of business on the Record Date, and if voting at the 2024 AGM, a legal proxy from your broker entitling you to vote your shares in person at the 2024 AGM.
To attend, vote, and submit questions at the 2024 AGM virtually, visit www.virtualshareholdermeeting.com/STX2024 and enter the 16-digit control number included in your Notice, proxy card, or in the instructions that accompanied your Proxy Materials. You may also submit questions in advance of the 2024 AGM at www.proxyvote.com.
The webcast website, www.virtualshareholdermeeting.com/STX2024, is supported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (e.g., desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants joining virtually should ensure that they have a strong Wi-Fi connection where they intend to virtually join the 2024 AGM. Online check-in will be available 15 minutes prior to the meeting. Additional information regarding the rules and procedures for participating in the 2024 AGM will be set forth in our meeting rules of conduct, which you can view during the 2024 AGM at www.virtualshareholdermeeting.com/STX2024.
Anyone who has technical difficulties accessing or using the website during the 2024 AGM should call the technical support number shown on the www.virtualshareholdermeeting.com/STX2024 website. |
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 5 |
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Who may vote? | You may vote if you are a shareholder of our ordinary shares at the close of business on the Record Date. As of the Record Date, there were 210,489,618 ordinary shares outstanding and entitled to vote. |
| How do I vote? | We encourage you to vote your shares in advance by submitting your proxy or following the instructions provided by your broker, even if you plan to attend the 2024 AGM in person in Singapore. Record Holders If you are the record holder, meaning that you own your shares in your own name and not through a broker, you may vote in one of four ways: |
| ■ Via the Internet. To vote using the Internet go to www.proxyvote.com and use the control number you were provided on your proxy card or Notice. You will need to follow the instructions on the website. |
| ■ By Telephone. To vote via telephone, call +1.800.690.6903 and follow the telephone prompts. |
| ■ By Mail. If you received a paper copy of the Proxy Materials in the mail, a printed proxy card has been enclosed. You may mark, sign, date, and mail your proxy card to the address indicated on the proxy card, which will then be forwarded to Seagate’s registered office in Ireland electronically. If you have not received a paper copy of our Proxy Materials and wish to vote by mail, please follow the instructions included in the Notice to obtain a paper proxy card. A full printed set of our Proxy Materials will be mailed to you automatically only if you have previously made a permanent election to receive our Proxy Materials in printed form. |
| ■ In Person or Virtually. Attend the 2024 AGM in person in Singapore, virtually, or by appointing one or more proxies (who do not have to be shareholders) to attend the 2024 AGM in person and cast votes on your behalf in accordance with your instructions. If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Company Secretary at our registered office. If you attend virtually, you will not be able to speak at the 2024 AGM but you can vote and submit questions during the meeting at www.virtualshareholdermeeting.com/STX2024. For information on how to attend the 2024 AGM in person or join virtually, please see “What do I need to do to attend the 2024 AGM?” above. The Notice is not a proxy card and it cannot be used to vote your shares. Shareholders of record may vote their shares by attending the 2024 AGM and casting their vote in person or by appointing one or more proxies (who do not have to be shareholders) to attend the 2024 AGM and cast votes on their behalf in accordance with the shareholder’s instructions. If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Company Secretary at our registered office. |
| | Beneficial owners Beneficial owners must vote their shares in the manner prescribed by their broker. If you do not receive voting instructions, please contact your broker directly. As noted above, beneficial owners wishing to vote in person at the 2024 AGM will need to obtain a legal proxy from their broker and bring it with them to the 2024 AGM. For information on how to attend the 2024 AGM in person, please see “What do I need to do to attend the 2024 AGM?” above. |
| | In order to be timely processed, your proxy must be received by 11:59 a.m. Eastern Time (11:59 p.m. local time in Singapore) on October 18, 2024 (or, if you are a beneficial owner, such earlier time as your broker may require). |
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6 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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May I revoke my proxy? | If you are a record holder of the Company’s shares you may change or revoke your proxy at any time before it is voted at the 2024 AGM by: ■ notifying the Company Secretary in writing: c/o Seagate Technology Holdings plc at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attention: Company Secretary; ■ submitting another properly signed proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act) with a later date or another Internet or telephone proxy at a later date but prior to the proxy voting deadline described above; or ■ by voting in person at the 2024 AGM. |
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| | Merely attending the 2024 AGM in person in Singapore does not revoke your proxy. To revoke a proxy, you must take one of the actions described above. |
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| | For beneficial owners, you must contact your broker to revoke your proxy. If you are a beneficial owner, merely attending or attempting to vote in person at the 2024 AGM will not revoke your proxy. See “What do I need to do to attend the 2024 AGM?” above for information on how to attend the 2024 AGM. |
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How will my proxy get voted? | If your proxy is properly submitted, you are legally designating the person or persons named on the proxy card to vote your shares as you have directed. Unless you name a different person or persons to act as your proxy, Michael R. Cannon and/or James C. Lee (the “Company Designees”) or their substitutes will act as your proxies. If you sign and return your proxy without indicating how your shares are to be voted and name anyone other than a Company Designee as your proxy, that person may vote your shares at their discretion. If you name a Company Designee as your proxy without indicating how your shares are to be voted, the Company Designee will vote your shares as the Board recommends on each proposal in this Proxy Statement and at their discretion regarding any other matter properly presented for a vote at the 2024 AGM. The Board currently does not know of any matters to be raised at the 2024 AGM other than the proposals contained in this Proxy Statement. |
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| | If you are a beneficial owner, your broker may vote your shares at their discretion on “routine” matters if your broker does not receive instructions from you. |
| | The following proposals are routine matters: ■ Proposal 3 (A Non-binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 27, 2025 and Binding Authorization of the Audit and Finance Committee to set Auditors’ Remuneration) ■ Proposal 4 (Determine the Price Range for the Re-allotment of Treasury Shares) However, your broker may not vote your shares on “non-routine” matters if your broker does not receive instructions from you (“broker non-votes”). Broker non-votes will be counted for the purposes of a quorum but will not be counted as votes cast "for" or "against" the non-routine matters, and therefore do not affect the outcome of the vote. The following proposals are non-routine matters: ■ Proposal 1 (Election of Each of the 11 Director Nominees) ■ Proposal 2 (Approve, in an Advisory, Non-binding Vote, the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)) |
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What constitutes a quorum? | A quorum is the minimum number of shares required to be present at the 2024 AGM to properly hold an annual meeting and conduct business. The presence at the meeting in Singapore (in person or by proxy) of shareholders entitled, as of the Record Date, to exercise a majority of the voting power of the Company is necessary to constitute a quorum to conduct business at the 2024 AGM. Abstentions and broker non-votes are treated as “shares present” for the purposes of determining whether a quorum exists.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 7 |
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What vote is required to approve each of the proposals? | Majority of Votes Cast Required to Approve: ■ Proposal 1 (Election of Each of the 11 Director Nominees) ■ Proposal 2 (Approve, in an Advisory, Non-binding Vote, the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)) ■ Proposal 3 (A Non-binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 27, 2025 and Binding Authorization of the Audit and Finance Committee to set Auditors’ Remuneration) 75% of Votes Cast Required to Approve: ■ Proposal 4 (Determine the Price Range for the Re-allotment of Treasury Shares)
Although, as noted above, abstentions and broker non-votes are counted as “shares present” at the 2024 AGM for the purpose of determining whether a quorum exists, they are not counted as votes cast either “for” or “against” the proposal and, accordingly, do not affect the outcome of the vote. |
Who pays the expenses of
this Proxy Statement? | We have engaged Georgeson LLC (“Georgeson”) to assist in the distribution of the Proxy Materials and the solicitation of proxies. We expect to pay Georgeson a fee for these services estimated at $12,000 plus out-of-pocket expenses. Proxies will be solicited on behalf of our Board by mail, in person, by telephone, and via the Internet. We will bear the cost of soliciting proxies. We will also reimburse brokers for their reasonable out-of-pocket expenses for forwarding Proxy Materials to the beneficial owners for whom they hold shares.
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How will proxy holders vote on any other matters that may be presented at the 2024 AGM? | Although we do not know of any matters to be presented or acted upon at the 2024 AGM other than the items described in this Proxy Statement, if any other matter is proposed and properly and validly presented at the 2024 AGM, the proxy holders will vote on such matters at their discretion.
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How does the Board recommend that I vote? | The Board recommends that you vote your shares “FOR” each of the nominees listed in proposal 1, and “FOR” proposals 2, 3, and 4.
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Voting procedures and tabulation. | The Board has appointed a member of the Company’s Legal Department to serve as inspector of elections at the 2024 AGM and to make a written report thereof. Prior to the 2024 AGM, the inspector will sign an oath to perform their duties in an impartial manner and according to the best of their ability. The inspector will ascertain the number of ordinary shares outstanding, determine the number of ordinary shares present and represented at the 2024 AGM and the validity of proxies and ballots, count all votes and ballots, and perform certain other duties. The determination of the inspector as to the validity of proxies will be final and binding. |
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8 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
PROPOSALS REQUIRING YOUR VOTE
Proposals 1(a) – 1(k) — Election of Each of the 11 Director Nominees
(Ordinary Resolutions)
The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. The Board currently has 11 directors. Each of the Director Nominees listed below is being nominated to hold office for a one-year term beginning at the end of the 2024 AGM to be held on October 19, 2024, and expiring at the end of the 2025 AGM.
Robert A. Bruggeworth will be retiring from the Board at the expiration of his current term at the 2024 AGM. The Company thanks Mr. Bruggeworth for his distinguished service on the Board and for his contributions to the Company and our stockholders. Mark W. Adams was nominated by the Board to fill the vacancy resulting from Mr. Bruggeworth not standing for re-election. Mr. Adams previously served as a director for the Company from 2017 to 2022 and was recommended for nomination by the non-management members of the Board.
Under our Constitution, if a director is not re-elected in a director election, then that director will not be re-appointed and the position on the Board that would have been filled by the director nominee will become vacant, except in limited circumstances. The Board has the ability to fill the vacancy in accordance with the Constitution, provided that any director so appointed will be subject to a resolution approving their appointment at the next annual general meeting of shareholders.
Notwithstanding the requirement that a director nominee requires a majority of the votes cast, as Irish law requires a minimum of two directors at all times, in the event that an election results in either only one or no directors receiving the required majority vote, either the nominee or each of the two nominees, as appropriate, receiving the greatest number of votes in favor of their election shall, in accordance with the Company’s Constitution, hold office until their successor shall be elected.
All of the Director Nominees, with the exception of Mr. Adams, are current Board members. The Nominating and Corporate Governance Committee reviewed the performance and qualifications of the Director Nominees listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for election at the 2024 AGM to serve for a one-year term. All of the Director Nominees have indicated that they will be willing and able to serve as directors.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 9 |
The following table sets forth the names, ages, and certain other information for each of the current directors and Director Nominees as of September 3, 2024. Full biographical information is below.
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Name of Director | Age | Director Since | Independent | Audit and
Finance
Committee | Compensation and People
Committee | Nominating and
Corporate Governance Committee |
Mark W. Adams(1) | 60 | N/A | ✓ | | | |
| Shankar Arumugavelu | 53 | 2021 | ✓ | ✓ | |
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Prat S. Bhatt | 57 | 2020 | ✓ | | | |
Robert A. Bruggeworth(2) | 63 | 2022 | ✓ |  ✓ | | |
Judy Bruner | 65 | 2018 | ✓ | ✓ | | |
Michael R. Cannon | 71 | 2011 | ✓ | | ✓ | ✓ |
Richard L. Clemmer | 73 | 2022 | ✓ | | | ✓ |
Yolanda L. Conyers | 57 | 2022 | ✓ | | ✓ | |
| Jay L. Geldmacher | 68 | 2012 | ✓ | | | ✓ |
| Dylan G. Haggart | 37 | 2018 | ✓ | | ✓ | |
| William D. Mosley | 58 | 2017 | | | | |
| Stephanie Tilenius | 57 | 2014 | ✓ | ✓ | | |
Committee Chair Audit Committee Financial Expert
(1) Upon his election to the Board, Mr. Adams is expected to be appointed as a member of the Nominating and Corporate Governance Committee.
(2) Mr. Bruggeworth is retiring from the Board at the end of the 2024 AGM and will not stand for re-election.
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10 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING DIRECTOR NOMINEES:
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| (a) Mark W. Adams Age 60 | | Mr. Adams has served as Chief Executive Officer of SMART Global Holdings, Inc., a specialty memory, storage, and hybrid solutions company, since August 31, 2020. Mr. Adams served as Chief Executive Officer of Lumileds, Inc., a lighting solutions company, from February 2017 until March 2019. Previously, Mr. Adams served as President of Micron Technology, Inc., a semiconductor company (“Micron”), from February 2012 to February 2016. From 2006 to February 2012, Mr. Adams served in a number of positions at Micron, including as Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron, Mr. Adams served as Chief Operating Officer of Lexar Media, Inc., a memory chip maker, in 2006. Mr. Adams also served as Vice President of Sales and Marketing of Creative Labs, Inc., a digital entertainment products company (“Creative Labs”), from 2002 to 2006. In addition, he held numerous roles at Creative Labs prior to 2002, including five years as General Manager of Latin America. Prior to joining Creative Labs, Mr. Adams spent five years in major account sales for the enterprise server business of NCR Corporation, an omni-channel technology solutions company. Mr. Adams has served as a member of the board of directors of SMART Global Holdings, Inc. since September 2020, and of Cadence Design Systems, Inc. since 2015. He also previously served as a member of the Company's board of directors from January 2017 to October 2022. Mr. Adams holds a Master of Business Administration from Harvard University, focused in finance and international marketing. Expertise: Mr. Adams brings financial, international, business development, technological, and operational expertise to our Board through his service as a senior level executive with several large multinational corporations. In addition, his service on other public company boards brings valuable experience to our Board. |
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| (b) Shankar Arumugavelu Age 53 Director since 2021 | | Mr. Arumugavelu has served as Executive Vice President and President of Global Services at Verizon Communications Inc. since July 2024, where he leads Verizon’s central support services operations and is responsible for the shared services teams, including information technology, digital, data, analytics and AI, real estate, sourcing, supply chain, and fleet operations. During his multi-decade tenure with Verizon, he has established a proven track record for leading enterprise digital transformation in order to scale the business and drive profitable revenue growth. Mr. Arumugavelu has held a number of leadership positions of increasing responsibility with Verizon and its predecessor companies. Prior to assuming his current role, Mr. Arumugavelu served as the Senior Vice President and Chief Digital and Information Officer of Verizon. Mr. Arumugavelu serves on the board of directors of the TM Forum, a leading global alliance for digital service providers and suppliers in the telecommunications industry. Expertise: Mr. Arumugavelu brings substantial technology, strategy, global operations, cybersecurity, information systems, data, analytics, AI, and infrastructure expertise to our Board though his experience as a senior level executive in a large, multinational telecommunications corporation. |
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 11 |
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| (c) Prat S. Bhatt Age 57 Director since 2020 | | Mr. Bhatt served as Executive Advisor from August 2023 to January 2024 and as the Chief Accounting Officer from July 2009 through July 2023 at Cisco Systems, Inc. (“Cisco”), a global technology company. He previously also held the additional title of Corporate Controller from July 2009 to May 2022. From June 2007 to July 2009 he served as Vice President, Finance and Assistant Corporate Controller, and from November 2000 to June 2007 he served in various leadership roles of increasing importance at Cisco. Mr. Bhatt has served on the Board of Directors of RingCentral, Inc. since March 2024, and on the Governing Board of the Center for Audit Quality (“CAQ”) since August 2023. From June 1999 to November 2000 Mr. Bhatt was Director of Financial Operations at Kaiser Permanente, and from October 1990 to June 1999 he was Senior Manager with Ernst & Young LLP in the Assurance Practice. He is a licensed Certified Public Accountant (inactive). Expertise: Mr. Bhatt brings substantial accounting, financial, global operations, strategy, enterprise risk management, and investor relations expertise to our Board through his experience in a large, complex, multinational technology corporation, along with board experience from his service on other public company boards. Mr. Bhatt has also previously served on advisory committees to the Financial Accounting Standards Board (“FASB”) and Public Company Accounting Oversight Board (“PCAOB”), chair roles including the Financial Executives International’s Committee on Corporate Reporting (“CCR”), and is a regular speaker on financial reporting & accounting topics at the Stanford University Graduate School of Business and other forums. |
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| (d) Judy Bruner Age 65 Director since 2018 | | Ms. Bruner served as Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016, and served on the board of directors from June 2002 to July 2004. She was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to Palm, Inc., Ms. Bruner held financial management positions at 3Com Corporation, Ridge Computers, and Hewlett-Packard Company. She currently serves as a member of the boards of directors of Applied Materials, Inc. since July 2016, Qorvo, Inc., since May 2021, and Rapid7, Inc. since October 2016. Ms. Bruner has also served on the board of directors of Varian Medical Systems and Brocade Communications Systems, Inc. Expertise: Ms. Bruner brings over 35 years of financial management and operational experience in the global high-tech industry, including in solid state storage devices, and extensive experience with strategy, investor relations, compliance, and enterprise risk management. In addition, her service on other public company boards, including as chair of audit and nominating and corporate governance committees, brings valuable experience to our Board. |
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12 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| (e) Michael R. Cannon Age 71 Director since 2011 | | Mr. Cannon has served as our Board Chair since July 2020, and prior to that served as Lead Independent Director from October 2016 until he was appointed as Chair. He served as President, Global Operations of Dell Inc., a multinational computer technology company, from February 2007 until January 2009, and as consultant to Dell Inc. from January 2009 until January 2011. He was the President and CEO of Solectron Corp., an electronic manufacturing services company, from January 2003 until February 2007. From July 1996 until January 2003, Mr. Cannon served as the CEO of Maxtor Corporation, a disk drive and storage systems manufacturer. He served on Maxtor’s board of directors from July 1996 until Seagate acquired Maxtor in May 2006. Prior to joining Maxtor, Mr. Cannon held senior management positions at IBM, a multinational technology company, and earlier was the Vice President of Asia Operations, residing in Singapore, for the disk drive division of Control Data Corporation, a mainframe and supercomputer firm. Mr. Cannon began his career at The Boeing Company, an aerospace company, in engineering and management positions. He has served on the board of directors of Lam Research Corporation since February 2011, and on the board of directors of Dialog Semiconductor plc from February 2013 until its sale to Renesas Electronics in April 2021. Mr. Cannon has also previously served on the board of directors of Elster Group SE and Adobe Systems, Inc. Expertise: Mr. Cannon has extensive relevant industry expertise, including expertise in the disk drive business as well as with our major customers, that is valuable to our Board. Mr. Cannon brings international, technological, operations, leadership, and research and development expertise to our Board through his service as a public company CEO, and as a member of other public company boards of directors. |
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| (f) Richard L. Clemmer Age 73 Director since 2022 | | Mr. Clemmer has served as a global technology Chief Executive Officer, and most recently served as the Chief Executive Officer and President of NXP Semiconductors N.V., a semiconductor company, from 2009 to May 2020. Previously, he was a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm, from 2007 to 2008. He also served as President and Chief Executive Officer of Agere Systems Inc., an integrated circuits components company, from 2005 to 2007. Prior to joining Agere Systems, Mr. Clemmer held a number of executive leadership positions at Texas Instruments, Inc. and Quantum Corporation. Mr. Clemmer currently serves on the board of directors of HP, Inc. Mr. Clemmer also serves on multiple private and non-profit boards. Mr. Clemmer has previously served on the Board of Directors of Aptiv PLC, NXP Semiconductors N.V., and NCR Corporation. Expertise: Mr. Clemmer brings experience and career success as a Chief Executive Officer and finance leader in the global high-tech industry, including experience with semiconductor, storage, e-Commerce, and software companies. In addition, his knowledge of the electronics industry and many of the Company’s largest customers, his experience working with private equity investors, and his service on other public company boards brings valuable experience to our Board. |
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| (g) Yolanda L. Conyers Age 57 Director since 2022 | | Ms. Conyers most recently served as Vice President of Global Human Resources and Chief Global Diversity Officer at Lenovo from December 2014 until December 2020 and President of the Lenovo Foundation from January 2018 until December 2020. From January 2007 until December 2014, Ms. Conyers held a number of other leadership positions at Lenovo. During her tenure at Lenovo, Ms. Conyers lived and worked in Beijing, China. Prior to joining Lenovo, Ms. Conyers held leadership positions of increasing scope and responsibility with Dell Technologies and Texas Instruments in the areas of engineering, worldwide procurement, global human resources, and diversity and inclusion. Expertise: Ms. Conyers brings over 30 years of substantial expertise in talent management, including deep cross-cultural understanding of Asian cultures, diversity, inclusion, organization and leadership development, global operations, the technology industry, and engineering, to our Board through her experience as a senior-level executive in large multinational corporations, including several companies in Seagate’s industry. |
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 13 |
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| (h) Jay L. Geldmacher Age 68 Director since 2012 | | Mr. Geldmacher has served as President and CEO and a member of the board of directors of Resideo Technologies, Inc., a provider of comfort and security solutions, since May 2020. Mr. Geldmacher served as Global CEO and President of Electro Rent Corporation, a Platinum Equity company, from September 2019 to May 2020. From November 2013 to August 2019, Mr. Geldmacher served as President and CEO of Artesyn Embedded Technologies, a spin-off of Emerson Network Power’s Embedded Computing & Power business. Artesyn was owned by Platinum Equity, a private equity firm, which acquired a majority interest in the company through a joint venture with Emerson in November 2013. Between 2007 and 2013, Mr. Geldmacher served as Executive Vice President of Emerson Electric Company and President of Emerson Network Power’s Embedded Computing & Power Group, which designs, manufactures, and distributes embedded computing and embedded power products, systems, and solutions. From 2006 to 2007, he served as Group Vice President and President of Emerson Network Power’s Embedded Computing & Power Group. From 1998 to 2006, he served as President of Astec Power Solutions, an Emerson subsidiary. Mr. Geldmacher has previously served on the board of directors of Verra Mobility and as an Executive Advisory Council Member for Vertiv Corporation. Expertise: As a CEO, Mr. Geldmacher brings international, technological, and operational expertise to our Board, along with additional board experience from his service on other public company boards. |
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| (i) Dylan G. Haggart Age 37 Director since 2018 | | Mr. Haggart has served as Managing Partner & Chief Investment Officer at Fivespan Partners, an investment firm, since September 2023. He previously served as a Partner at ValueAct Capital, a governance-oriented investment firm that invests in a concentrated portfolio of public companies, including Seagate, from 2013 to 2023. Prior to joining ValueAct Capital, Mr. Haggart served as a private equity investor at TPG Capital, focusing on North American buyouts, and as an investment banker at Goldman Sachs. Mr. Haggart previously served as a director on the board of Fiserv, Inc., where he was a member of the Nominating and Corporate Governance Committee, as well as the Talent and Compensation Committee. Mr. Haggart has extensive experience working collaboratively with management and boards of directors on matters such as strategy, capital structure, mergers and acquisitions, and talent management. Expertise: Mr. Haggart brings experience as an investor and public company board member involved in strategic planning for other large companies across a wide range of industries, including companies in significant periods of transition. He also brings substantial experience with complex financial markets issues, capital allocation, strategy, technology, matters of corporate governance, executive compensation, and talent management. He has a deep knowledge of Seagate’s business and the markets it serves. |
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| (j) William D. Mosley Age 58 Director since 2017 | | Dr. Mosley has served as our CEO since October 2017 and as a member of the Board since July 2017. He was previously our President and COO from June 2016 to September 2017. He also served as our President, Operations and Technology from October 2013 until June 2016 and as our Executive Vice President of Operations from March 2011 until October 2013. Prior to these positions, Dr. Mosley served as our Executive Vice President of Global Sales and Marketing from February 2009 through March 2011; Senior Vice President of Global Disk Storage Operations from 2007 to 2009; and Vice President of Research and Development, Engineering from 2002 to 2007. He joined Seagate in 1996 as a Senior Engineer with a PhD in solid state physics, and from 1996 to 2002, Dr. Mosley served at Seagate in varying roles of increasing responsibility until his promotion to Vice President. In July 2024, Dr. Mosley was appointed to serve on the board of directors of Cirrus Logic, Inc. Expertise: As our CEO, Dr. Mosley brings broad-based executive-level experience and in-depth understanding of the various aspects of our business. Dr. Mosley also brings valuable global operational, technological, research and development, and sales and marketing expertise to our Board. |
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14 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| (k) Stephanie Tilenius Age 57 Director since 2014 | | Ms. Tilenius is the founder and former CEO of Vida Health, Inc., a mobile telemedicine solution for cardio-metabolic conditions including diabetes, obesity, and cardiovascular diseases, with embedded mental health support, deployed at Fortune 500 companies, large U.S. payers, and healthcare providers. Ms. Tilenius served as CEO of Vida from 2014 to 2023, and now serves as Board Advisor. In September 2024, Ms. Tilenius joined AI Fund, a venture studio for AI-based companies, as a Venture Advisor. Ms. Tilenius was an Executive in Residence at Kleiner Perkins Caufield & Byers, a venture capital firm, from June 2012 until October 2014, primarily focusing on companies within its Digital Growth Fund. From February 2010 until June 2012, Ms. Tilenius was Vice President of Global Commerce and Payments at Google, Inc., a multinational technology company, where she oversaw digital commerce, product search, and payments. Prior to joining Google, Inc., she served in various positions at eBay Inc., an e-commerce company, from March 2001 until October 2009, ultimately as Senior Vice President of eBay.com and Global Products. In the past, Ms. Tilenius has sat on other public boards including the board of directors of Tapestry, Inc., Contextlogic,Inc., and Redbubble Ltd. Expertise: Ms. Tilenius is an experienced senior executive in the consumer internet, healthcare services, and software sectors. She contributes her leadership, strategic insight, digital and e-commerce expertise, software and data expertise, and her experience as a company founder to our Board, along with experience as a board member for other public companies. |
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There are no familial relationships between any of the Director Nominees or our executive officers, nor are any of our directors, Director Nominees, or executive officers party to any legal proceedings adverse to us.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 15 |
Director Nominees Snapshot
The matrix below summarizes certain information regarding the diversity of each nominee for our board of directors as of the date of this Proxy Statement.
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| Total Number of Directors | 11 |
| Gender: | Female | Male | Non-Binary | Did not Disclose |
| Directors | 3 | 8 | 0 | 0 |
| Number of Directors who Identify in Any of the Categories Below: | |
| Hispanic or Latina(o) | 0 | 0 | 0 | 0 |
| Alaskan Native or Native American | 0 | 0 | 0 | 0 |
| Black or African American | 1 | 0 | 0 | 0 |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 |
| Asian | 0 | 1 | 0 | 0 |
| South East Asian | 0 | 1 | 0 | 0 |
| Middle Eastern/North African | 0 | 0 | 0 | 0 |
| White | 2 | 6 | 0 | 0 |
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 |
| Other | 0 | 0 | 0 | 0 |
| I do not wish to disclose | 0 | 0 | 0 | 0 |
| LGBTQ+ | 0 |
| Veteran | 0 |
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16 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
Director Skills Matrix
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| Adams | Arumugavelu | Bhatt | Bruner | Cannon | Clemmer | Conyers | Geldmacher | Haggart | Mosley | Tilenius |
| Competencies | | | | | | | | | | | |
| Senior Leadership | X | X | X | X | X | X | X | X | | X | X |
| Public Company Board | X | | X | X | X | X | | X | X | X | X |
| Financial | X | X | X | X | X | X | | X | X | X | X |
| Risk Management | X | X | X | X | X | X | | X | | | |
IT & Data Security | | X | X | X | | X | | X | | | X |
| Legal / Regulatory | | | X | X | | | | X | X | | |
| Accounting and Financial Audit | | | X | X | | X | | X | | | |
| Human Capital Management | | X | | X | X | X | X | X | X | X | X |
| Mergers and Acquisitions | X | | X | X | X | X | | X | X | | X |
| Sales and / or Marketing | X | | | | X | X | | X | | X | X |
| R&D | | | | | X | | | X | | X | |
| Technology | X | X | X | | X | X | X | X | | X | X |
| Manufacturing | | | X | X | X | X | | X | | X | |
| International | X | X | X | X | X | X | X | X | X | X | X |
| Government | X | | | | X | | | | | | |
| Cybersecurity | | X | X | X | | X | | | | | X |
Senior Leadership. Experience serving as a Chief Executive Officer or another C-level executive in a global organization and hands on-leadership experience in core management areas such as sales, marketing, engineering, manufacturing, strategic and operational planning, financial reporting, compliance, risk management, information technology, security, and human capital management.
Public Company Board. Experience serving on other public company boards and board committees with a knowledge and understanding of corporate governance practices and trends and insights into relations between the board, the CEO, and senior management.
Financial. Knowledge and understanding of financial markets, financing and funding operations, and accounting and financial reporting processes. Experience in advising and overseeing capital structure, financing and investment activities, financial reporting, and internal control of such activities.
Risk Management. Experience identifying, evaluating, and prioritizing risks, and the coordination and application of resources to minimize, monitor, and control the probability or impact of such risks or to maximize opportunities.
IT & Data Security. Experience managing or overseeing the practices, policies, and procedures for protecting IT systems and data from unauthorized access, corruption, or theft throughout their lifecycle, including physical security of hardware and storage devices, administrative and access controls, and security of software applications. Experience may also include managing a global organization’s information technology systems and processes.
Legal/Regulatory. Knowledge and experience of laws, rules, and regulations impacting a global company. Experience may also include managing or overseeing an organization responsible for analyzing, balancing, and complying with new and existing laws across various jurisdictions and lines of business.
Accounting & Financial Audit. Knowledge and understanding of generally accepted accounting principles and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; experience preparing, auditing, analyzing, or evaluating financial statements; or experience actively supervising one or more persons engaged in such activities. An understanding of internal controls and procedures for financial reporting, and an understanding of audit committee functions. Such experience can/may be obtained through (i) education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor, or experience in one or more positions that involve the performance of similar functions, (ii) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions, (iii) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or (iv) other relevant experience.
Human Capital Management. Experience managing or overseeing human resources departments for a global company, including oversight of executive and/or board of directors’ compensation and procedures and processes to measure employees’ work and results based on their job responsibilities in support of accomplishing the Company’s strategic objectives.
Mergers & Acquisitions. Experience in business development, mergers and acquisitions, and commercial transactions. Experience in developing and implementing strategies for growth.
Sales and/or Marketing. Experience managing or overseeing sales and marketing in a global company, including the skills associated with product pricing, advertising and promotion, distribution, and related processes.
R&D. Experience managing or directing an organization focused largely on developing advanced technologies that may require years of effort before bringing product to market.
Technology. Experience in relevant technology with an understanding of our research and development efforts, competing technologies, the various products and processes that we develop, our manufacturing operations, and the markets in which we compete.
Manufacturing. Experience managing manufacturing operations, facilities, and processes including overseeing manufacturing facilities, capital equipment investments, supply chain logistics, and internal control of such activities.
International. Experience working in a country other than one’s home country and/or managing within a company with global operations.
Government. Experience serving in government positions or in highly regulated industries with insight and perspective in working constructively and proactively with government and governmental agencies globally.
Cybersecurity. Experience in cybersecurity, including security policy and governance, risk management, security assessment, control evaluation, security architecture and engineering, security operations, incident handling, or business continuity planning.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 17 |
Corporate Governance
Corporate Governance Guidelines and Committee Charters
Our Corporate Governance Guidelines, together with our Board committee charters, provide the framework for the corporate governance of the Company. This promotes the interests of our shareholders and strengthens our Board and management accountability. Below is a summary of our Corporate Governance Guidelines and Board committee charters. We provide our Corporate Governance Guidelines, the charters of each of our Board committees, and our Code of Conduct and Code of Ethics on our website at investors.seagate.com, under the “Governance” tab.
Role of the Board
The Board, elected annually by our shareholders, oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the shareholders. The Board has three standing committees: Audit and Finance, Compensation and People, and Nominating and Corporate Governance.
The Board and its committees have the primary responsibilities of:
• reviewing, monitoring, and approving the Company’s strategic direction, annual operating plan, and major corporate actions;
• monitoring and evaluating the performance of the Company;
• hiring and evaluating the performance of our CEO;
• reviewing and approving compensation of the CEO and other executive officers;
• reviewing and approving CEO and executive officer succession planning;
• overseeing the Company’s management;
• overseeing the Company’s ethical and legal compliance, including the Code of Conduct and Code of Ethics; and
• overseeing the Company’s enterprise risk management processes and programs.
Environmental, Social, and Corporate Governance Matters
Our values—Integrity, Innovation, and Inclusion—underpin our strategy and our approach to environmental, social, and governance (“ESG”) matters. Seagate is committed to developing and maintaining sustainable and responsible practices in its global operations. As such, Seagate is a signatory to the Responsible Business Alliance Code of Conduct and the United Nations Global Compact and supports their principles and standards. Management regularly reports to our Board on the outcomes of programs and processes we have established to adhere to these principles and standards, as well as on other ESG matters such as the diversity of our workforce, employee development, and employee health and safety.
The Board is responsible for the management of ESG opportunities and oversight of related risks. Given the multi-faceted nature of the Company’s approach to ESG and its integration into our overall strategy, the Board believes each of its committees should maintain oversight over the particular ESG matters that fall within their scope rather than concentrating all ESG oversight solely to the Board or to a single Board committee. More specifically, the Nominating and Corporate Governance Committee annually reviews and oversees our governance structure, the Audit and Finance Committee annually reviews our disclosure controls, and the Compensation and People Committee reviews ESG performance metrics.
More information on our ESG efforts can be found on the Diversity, Equity, and Inclusion (“DEI”) and ESG sections of our website, www.seagate.com, and in our fiscal year 2023 DEI Annual Report and our fiscal year 2023 ESG Performance Report, the latter of which was prepared in accordance with the Global Reporting Initiative Standards and is responsive to the Sustainability Accounting Standards Board technology and telecommunication sector hardware standards.
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Role of the Board in Risk Oversight
The Board has responsibility for oversight of the processes established by management to report and monitor material risks applicable to the Company, including ESG risks and cybersecurity risks. The Board and its committees focus on the Company’s general risk management strategy and the most significant short-term and longer-term risks facing the Company, and regularly review the Company’s processes for monitoring and addressing risks. As part of these efforts, the following committees of the Board report to the full Board at regularly scheduled Board meetings on any identified material risks within that committee’s area of responsibilities:
• The Audit and Finance Committee has responsibility for oversight of financial risks, including any ESG-related financial or disclosure risks, in the Company’s business, cash position, financing activity, tax position and tax strategy, and corporate development plans, as well as risks associated with the Company’s financial reporting and disclosure processes. The Audit and Finance Committee also has primary responsibility for oversight of risks related to cybersecurity, data privacy, product security and other computerized information system controls, and compliance and ethics matters.
• The Compensation and People Committee has responsibility for oversight of the risks related to our people, including those created by the Company’s compensation programs, arrangements, policies, and procedures, including the activities of the individuals responsible for administering such programs.
• The Nominating and Corporate Governance Committee has responsibility for oversight of the risks related to our governance programs, policies, and practices, including director and CEO succession, selection, composition, and evaluation of the Board and its committees, and general corporate governance including with respect to company culture, corporate social responsibility, sustainability, diversity, equity, and inclusion, and human rights.
Our Board believes that open communication between management and our Board is essential for effective risk oversight and management. As such, the Board and the Compensation and People Committee each receive regular reports from members of management in order to monitor, assess, and manage material risks to our business. In addition, the Audit and Finance Committee receives regular reports from management, including the Chief Information Officer, Chief Information Security Officer, and other members of management on enterprise security, data privacy, and data security risks, controls, and incident preparedness.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 19 |
Committees of the Board
Audit and Finance Committee
Key Functions of the Audit and Finance Committee of the Board:
• Oversee the Company’s financial reporting and the adequacy and effectiveness of the Company's disclosure controls and procedures.
• Review annual audited and quarterly financial statements and Irish statutory financial statements, as well as the Company’s disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained in the Company's SEC Forms 10-K and 10-Q and in our earnings releases, with management and the independent auditors.
• Obtain and review periodic reports, at least annually, from management and from the independent auditors assessing the effectiveness of the Company’s internal controls over financial reporting.
• Review and monitor the Company’s processes that are designed to ensure compliance with all applicable laws, regulations, and corporate policy, including with respect to senior executives’ expenses and perquisites, as well as ethics matters reported through the anonymous reporting line or from other sources.
• Appoint the public accounting firm that will serve as our independent auditors and review the performance, independence, and qualifications of the independent auditors.
• Review and make recommendations regarding the Company’s cash position; financial position; capital needs; financing plans; the Company’s ability to access capital markets, including the Company’s debt and credit ratings; bank and lender relationships; capital structure; equity and debt issuances; dividends, including if and as delegated by the Board, making declarations of Company dividends; share splits; financing proposals; debt issuances, repayment, and repurchase or redemption of any outstanding notes; capital asset plans and capital expenditures; and corporate development plans.
• Monitor and review, and make recommendations regarding, the Company’s policies and procedures around managing major risks in the Company’s business, cash position, financing activity, tax position and tax strategy, and corporate development plans, and risks pertaining to our financial reporting and disclosure processes, including disclosures with respect to ESG matters, and to other enterprise security risks including cybersecurity, data privacy, data protections, and product security and other computerized information system controls.
• Review, evaluate, and authorize management to enter into any capital market transactions (including debt and equity financings), private equity and debt financing, or proposed merger, acquisition, divestiture or investment transactions, in accordance with the committee’s delegated authority from the Board, and review, evaluate, and make recommendations to the Board with respect to any such transactions that exceed the committee’s delegated authority.
• Review the scope of the financial statements audit and the findings, and approve the fees of the independent auditors.
• Review and determine in advance permitted audit and non-audit services to be performed by the independent auditors.
• Satisfy itself as to the independence of the independent auditors and ensure receipt of their annual independence statement.
• Appoint and oversee the performance of the head of the Company’s internal audit function and approve the annual internal audit plan.
• Review legal, regulatory, tax, and accounting initiatives and related matters that could have a significant impact on the Company’s financial statements and compliance with applicable laws.
A copy of the charter of the Audit and Finance Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.
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Compensation and People Committee
Key Functions of the Compensation and People Committee of the Board:
• Establish the Company’s overall compensation strategy and executive compensation policies.
• Oversee the design, development, and administration of the Company’s incentive, equity compensation, and benefits plans, policies, and programs.
• Review and decide upon executive compensation and benefit programs and periodically review their effectiveness.
• Discuss and consider the results of the shareholder advisory vote on Say-on-Pay and Frequency of Say-on-Pay.
• Review and determine, whether as a committee or together with the other independent members of the Board, all compensation decisions pertaining to the CEO.
• Review and approve, or recommend to the Board, any employment contracts or other transactions with current or former named executive officers, and all other Section 16 officers, including severance or termination arrangements.
• Review and, with advice from the CEO, make compensation decisions pertaining to the other executive officers.
• Review and determine all corporate financial and operational performance metrics and objectives relevant to executive officers’ compensation.
• Review compliance of the NEOs with the Company's share ownership requirements.
• Review and recommend significant changes in principal employee benefit programs.
• Select, retain, and oversee Compensation and People Committee consultants and advisors.
• Recommend for decision by the independent members of the Board the compensation to be paid to non-employee directors.
• Review other programs and practices affecting our employees, including with respect to compensation, the health and well-being of employees, employee development, retention, employee engagement, human rights, and programs designed to promote and foster diversity, equity, and inclusion at the Company.
• Review, approve (or recommend to the Board for approval), and administer, including the adoption, amendment, or termination of, any clawback policy allowing the Company to recoup compensation paid to employees.
A copy of the charter of the Compensation and People Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.
Compensation Risk Assessment
As noted above, the Compensation and People Committee considers potential risks created by the Company’s executive compensation programs. In addition, the Compensation and People Committee reviews all of its compensation policies and procedures to determine whether they present a significant risk to the Company. Based on these reviews, the Compensation and People Committee has concluded that its compensation policies, programs, and procedures do not create risks that are reasonably likely to have a material adverse effect on the Company.
Nominating and Corporate Governance Committee
Key Functions of the Nominating and Corporate Governance Committee of the Board:
• Take a leadership role in shaping the corporate governance of the Company, including with respect to Company culture, corporate social responsibility, sustainability, DEI, and human rights.
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• Identify individuals qualified to become directors, recommend candidates for all directorships and Board committee memberships, and evaluate candidates nominated by shareholders on substantially the same basis as it considers other nominees.
• Review, at least annually, the Company’s Corporate Governance Guidelines and Board committee charters and make recommendations for changes to the Board.
• Oversee the Board, Board committees, and director self-evaluation processes.
• Consider questions of independence, related party transactions, and potential conflicts of interest of directors and executive officers.
• Periodically review succession planning of the Board Chair, CEO, and other executive officers.
• Periodically review and propose amendments to the Company’s constitution.
A copy of the charter of the Nominating and Corporate Governance Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.
Board Leadership Structure Our Corporate Governance Guidelines permit the roles of Board Chair and CEO to be filled by the same or different individuals, based on the Company’s needs and the best interests of our shareholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon the Company’s needs and the Board’s assessment of its leadership from time to time. The Board believes that our corporate governance principles, the quality, stature, and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management, are currently conducive to separation of the Board Chair and CEO positions to maximize Board effectiveness. Separating the Board Chair and CEO positions also provides an appropriate degree of Board oversight and allows Dr. Mosley, our CEO, to focus on our business strategy and market opportunities, as well as on our organizational structure and execution capabilities.
For fiscal year 2024, Michael R. Cannon served as Board Chair. If we did not have an independent Board Chair, a Lead Independent Director would be appointed as part of the organizational structure for the independent directors in order to address the need for independent leadership and perspective. Mr. Cannon has served on the Board since 2011 and brings significant industry and leadership experience to the Board, enabling him to effectively provide leadership to the Board, including with respect to the Board’s risk management oversight responsibilities, and communicate with management regarding Board input. Board Composition
The Board consists of a substantial majority of independent, non-employee directors (91% as of the end of fiscal year 2024). In addition, we require that all members of the Audit and Finance, Compensation and People, and Nominating and Corporate Governance committees of the Board be independent directors.
The Board has determined that each member of each of these three committees is “independent” as defined in the Nasdaq Stock Market (“Nasdaq”) listing rules, and that each member of the Compensation and People Committee and Audit and Finance Committee meet applicable Nasdaq and SEC independence standards for such committees (see “Director Independence Determination” below). The Board has also determined that Messrs. Bhatt and Bruggeworth and Mses. Bruner and Tilenius are audit committee financial experts, as that term is defined by rules of the SEC, and that each member of the Compensation and People Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
Board committee memberships and chairs are rotated periodically, and an independence analysis is conducted annually.
Board Diversity
The Nominating and Corporate Governance Committee regularly reviews the diversity of skills, expertise, background, and other characteristics of existing and potential director candidates in deciding on nominations for election to the Board by the Company’s shareholders or for appointment to the Board. The Nominating and Corporate Governance Committee seeks director nominees that would complement and enhance the effectiveness of the existing Board with respect to skills, knowledge, perspectives, experience, background, and other characteristics. Furthermore, the Company is committed to its value of inclusion and the Board believes it is important to consider diversity of race, ethnicity, gender, age, sexual orientation, education, cultural background, and professional and other experiences. Accordingly, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance
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Committee will consider the foregoing factors and will seek to identify candidates that include both underrepresented races and ethnicities and different genders. If the Nominating and Corporate Governance Committee chooses to engage a search firm, it will instruct such search firm to include both underrepresented races and ethnicities and different genders in the initial pool of qualified candidates.
Director Independence Determination
The Board, based on its review and the recommendation of the Nominating and Corporate Governance Committee, has determined that all of our directors and Director Nominees, with the exception of William D. Mosley, who serves as CEO of the Company, are independent under the Nasdaq listing rules and the Company’s Corporate Governance Guidelines, which are consistent with the Nasdaq listing rules. When assessing director independence, the Board considers the various commercial, charitable, and employment transactions, affiliations, and relationships known to the Board (including those identified through annual director questionnaires) to exist between the Company and the entities with which our directors or members of their immediate families are, or have been, affiliated. In considering such transactions, the Board determines whether any such transactions are in the ordinary course of business, fair to the Company, and on terms no less favorable than terms generally available to an unaffiliated third party under similar circumstances.
Executive Sessions
The Company’s independent directors meet privately in regularly scheduled executive sessions of the Board and Board committees, without management present, to consider such matters as the independent directors deem appropriate. These executive sessions are typically held at each Board and Board committee meeting.
Board, Board Committee, and Annual Meeting Attendance
The Board and the Board committees held the following number of meetings during fiscal year 2024:
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Board | 6 |
Audit and Finance Committee | 12 |
Compensation and People Committee | 4 |
Nominating and Corporate Governance Committee | 4 |
Each incumbent director attended at least 85% of the total number of meetings of the Board and the Board committees on which they served during fiscal year 2024. The Company’s independent directors held executive sessions without management present during the four regularly scheduled quarterly Board meetings held in fiscal year 2024, as well as during all regularly scheduled committee meetings.
The Company expects all Board members to attend the 2024 AGM in person in Singapore, although other commitments may prevent some directors from attending the meeting. Ten of the eleven directors who served in such capacity on October 23, 2023, joined the 2023 Annual General Meeting of Shareholders of the Company (the “2023 AGM”).
Board and Committee Evaluations
As mentioned above, the Nominating and Corporate Governance Committee assists the Board in periodically evaluating its performance and the performance of the Board committees. Each Board committee conducts periodic self-evaluations, and the Board conducts periodic peer-to-peer evaluations to determine whether the Board and the committees are functioning effectively and whether any changes are necessary to improve their performance. The effectiveness of individual directors is considered each year when the Board nominates directors to stand for election.
Director Nomination Process
The Nominating and Corporate Governance Committee:
• conducts an annual review of the performance of the Board, Board committees, and individual directors leading up to the nomination of directors for election by the shareholders;
• periodically evaluates the makeup of the Board in order to determine whether the diversity of skills, experience, qualifications, perspectives, and other characteristics of the existing board members adequately address the Company’s needs in light of its current strategy;
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 23 |
• identifies the skills, experience, qualifications, perspectives, and other characteristics needed to enhance further the composition of the Board;
• makes recommendations to the Board concerning the appropriate size and needs of the Board;
• on its own, with the assistance of other Board members, management, a search firm, or others, identifies potential candidates for election or appointment to the Board; and
• seeks to ensure that the Board is composed of members whose skills, experience, qualifications, perspectives, and other characteristics, when taken together, allow the Board to satisfy its oversight responsibilities effectively.
Furthermore, the Company is committed to its value of inclusion and the Board believes it is important to consider diversity of race, ethnicity, gender, age, sexual orientation, education, cultural background, and professional and other experiences. Accordingly, the Nominating and Corporate Governance Committee will consider the foregoing factors and will include both underrepresented races and ethnicities and different genders in the pool of qualified candidates for nomination as a new director. From time to time, the Company engages an executive search firm to help identify qualified candidates for consideration by the Nominating and Corporate Governance Committee. If the Nominating and Corporate Governance Committee chooses to engage a search firm, it will instruct such search firm to include both underrepresented races and ethnicities and different genders in the initial pool of qualified candidates.
In nominating candidates, the Nominating and Corporate Governance Committee takes into account, among other things, the diversity factors noted above, professional experience, understanding of business and financial issues, ability to exercise sound judgment and make independent analytical inquiries, leadership, achievements, knowledge, and experience in matters affecting the Company’s business and industry. Each nominee should possess a commitment to representing the long-term interests of the shareholders, the highest character and integrity, sufficient time to devote to Board matters, an understanding of the Company’s business, and no conflict of interest that would interfere with performance as a director.
Shareholders may recommend candidates for consideration for Board membership by sending their recommendation to the Company Secretary at the registered office of the Company (details of which are included in this Proxy Statement) in accordance with our Constitution. The Company Secretary will forward the recommendations to the Nominating and Corporate Governance Committee. Candidates recommended by shareholders are evaluated in a substantially similar manner as director candidates identified by any other means.
Term Limits and Retirement The Board does not have a mandatory retirement age for directors and, because the Nominating and Corporate Governance Committee annually evaluates director nominees for the following year, the Board has decided not to adopt specific term limits for directors. Director Orientation and Education
The Company has developed an orientation program for all new directors that they are required to attend, which includes receiving and reviewing materials related to our business and operations. We also encourage ongoing education for our directors and reimburse directors for the costs of such continuing director education. In addition, the directors are given full access to management and other employees as a means of providing additional information.
Communications with Directors
Shareholders and other interested parties wishing to communicate with the full Board, the independent directors, or any individual director (including any Board committee Chairperson) may do so in writing by sending a communication to the Board and/or a particular member of the Board, to Seagate Technology Holdings plc, 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attention: Company Secretary. Depending upon the nature of the communication and to whom it is directed, the Company Secretary will: (i) forward the communication to the appropriate director or directors; (ii) forward the communication to the relevant department within the Company; or (iii) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter), as appropriate.
Code of Ethics
The Company has adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that governs the behavior of certain senior financial officers or other persons performing similar functions within the Company. It charges them with ethical and honest conduct and compliance with the law in the practice of financial management in all aspects of the Company’s business activities. This Code of Ethics is intended to supplement the Company’s Code of Conduct, which is applicable to our Board of Directors, all employees of the Company, including the CEO, Chief Financial Officer,
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24 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
and principal accounting officer or controller, or persons performing similar functions, as well as contractors. The Code of Ethics and the Code of Conduct are available at investors.seagate.com, under the “Governance—Code of Ethics” and “Governance—Code of Conduct” tabs. Amendments to, or waivers of the Code of Ethics will be disclosed promptly on our website or on a Current Report on Form 8-K filed with the SEC. No such waivers were requested or granted in fiscal year 2024.
Insider Trading, Anti-Hedging and Pledging Policies and Other Trading Restrictions
The Company prohibits its Board members and all employees from taking “short” positions in our securities or engaging in hedging or other monetization transactions with respect to our securities. The Company also prohibits its Board members and all employees from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of the Company securities and (ii) engaging in any form of short-term speculative trading in Company securities. Directors, executive officers, and certain other employees are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.
We have also adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us. Under the policy, our directors, executive officers, and certain other employees are prohibited from trading in our securities absent pre-clearance from our designated compliance officer, unless such trades are pursuant to a trading plan (a “10b5-1 plan”) meeting the requirements of Rule 10b5-1 promulgated under the Exchange Act. The 10b5-1 plan must be reviewed and acknowledged by our designated compliance officer and we require that the first trade under a newly adopted 10b5-1 plan take place after the statutory “cooling off” period has passed from the time of adoption of the plan; in addition, a director, executive officer, or other covered employee is only permitted to use one 10b5-1 plan at a time in accordance with the requirements of Rule 10b5-1.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 25 |
Compensation of Directors
Director Compensation and Share Ownership
It is the Board’s practice to maintain a fair and straightforward non-employee director compensation program that is also designed to be competitive with director compensation programs of the Company’s peers. The Compensation and People Committee periodically reviews the type and form of compensation paid to our non-employee directors and recommends, for approval by the Board, the amount and form of director compensation. The Compensation and People Committee and the Board believe that a substantial portion of the total director compensation should be in the form of equity in the Company. The purpose of this is to better align the interests of the Company’s directors with the long-term interests of its shareholders. As such, the directors are subject to a share ownership requirement of four times their annual cash retainer.
Cash and Equity Compensation
Our director compensation program is designed to (i) provide our non-employee directors with reasonable and appropriate compensation for the work required for a company of our size and scope and (ii) align non-employee directors’ interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain, and utilize the expertise of highly qualified individuals serving on the Board. Director compensation is recommended for adoption to the Board by the Compensation and People Committee, who is advised in this matter by the Compensation Consultant, Semler Brossy, on market trends. Company employees do not receive additional compensation for their service as directors.
Our fiscal year 2024 director compensation program for non-employee directors consisted of the elements set forth in the table below.
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| Compensation Element | Position | Retainer
($) |
Cash Retainer(1) | | |
Board of Directors | Board Chair (non-employee) | 175,000 |
| Board Member | 100,000 |
Audit and Finance Committee | Chairperson | 35,000 |
| Member | 15,000 |
Compensation and People Committee | Chairperson | 30,000 |
| Member | 10,000 |
Nominating and Corporate Governance Committee | Chairperson | 20,000 |
| Member | 10,000 |
Annual Restricted Share Unit Award (value) | Board Chair (non-employee) | 350,000 |
| Board Member | 275,000 |
(1) In light of the Company's financial performance and following a recommendation to the Board by the Compensation and People Committee, on April 16, 2023, the Board approved a 50% reduction to the cash retainers set forth above for all independent directors during the first and second quarters of fiscal year 2024. For information regarding the cash retainers actually received by each independent director during fiscal year 2024, see “Fiscal Year 2024 Non-Employee Director Compensation” below.
Each non-employee director elected in connection with the annual election of directors at the 2023 AGM (including non-employee directors re-elected at the annual general meeting) received a restricted share unit (“RSU”) award representing a number of shares equal to $275,000 divided by the average closing share price for the quarter prior to the award, rounded to the nearest whole share, with the exception of the Board Chair, who received a RSU award representing a number of shares equal to $350,000 divided by the average closing share price for the quarter prior to the award. If the appointment of a non-employee director occurs other than in connection with the annual election of directors at the 2023 AGM, this dollar amount is pro-rated for the year of appointment. If, prior to commencement of Board service, the newly elected or appointed director was an officer or member of the board of directors of an entity acquired by Seagate, the Board may award a lesser number of RSUs. The grant date for each such award is the date of the director’s election or appointment. Generally, each RSU award will vest on the earlier of the one-year anniversary of the grant date or the next election of directors at an annual general meeting (provided such annual general meeting is held at least 50 weeks after the prior meeting). All RSU awards will become fully vested in the event of a “Change of Control” of Seagate (as such term is defined in the Seagate Technology Holdings plc 2022 Equity Incentive Plan (“2022 EIP”)).
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26 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
| | |
| Compensation of Directors |
In addition to the cash compensation and equity awards, all members of the Board are reimbursed for their reasonable out-of-pocket travel expenses incurred in attending Board meetings and other Board-related activities, such as continuing education.
Director Share Ownership Requirement
To align the interests of directors with the Company’s shareholders, the Board has adopted a share ownership requirement of four times the annual board cash retainer (excluding committee retainers, if any) for non-employee directors. The calculation of ordinary shares owned for purposes of the ownership requirement includes: (i) ordinary shares directly or indirectly owned (for example, through a trust), (ii) unvested restricted share awards or RSUs (if any) and, (iii) for any director affiliated with an entity and contractually obligated to assign to such entity any equity awards received as compensation for service as a non-employee director, shares owned by such entity or its affiliates. Until a non-employee director satisfies the mandatory ownership level, they may not sell more than that number of shares that vest pursuant to any outstanding restricted share award or RSU award as is necessary, in each case, to cover the tax liability associated with the vesting or exercise of the equity award. Once a non-employee director has attained the minimum level of Company share ownership, they must maintain this minimum level of Company share ownership until their resignation or retirement from the Board. In setting the share ownership requirement, the Board considered the input of the independent compensation consultant, the Company’s then-current share price, and the period of time, generally, that it would take a non-employee director to reach the required ownership level. Directors who are Company employees are subject to the share ownership requirements described in the section entitled “Compensation Discussion and Analysis—Share Ownership Requirements” of this Proxy Statement. As of June 28, 2024, all of our non-employee directors meet the share ownership requirement.
Fiscal Year 2024 Non-Employee Director Compensation
The compensation paid or awarded to our non-employee directors as of June 28, 2024 for fiscal year 2024 is set forth in the table below.
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| Name of Director | Fees Earned or Paid in Cash ($)(1) | Share Award ($)(2) | All Other Compensation ($) | Total ($) |
| Shankar Arumugavelu | 86,250 | 267,108 | — | 353,358 |
| Prat S. Bhatt | 98,139 | 267,108 | — | 365,247 |
| Robert A. Bruggeworth | 86,250 | 267,108 | — | 353,358 |
| Judy Bruner | 102,397 | 267,108 | — | 369,505 |
| Michael R. Cannon | 146,250 | 339,967 | — | 486,217 |
| Richard L. Clemmer | 82,500 | 267,108 | — | 349,608 |
| Yolanda L. Conyers | 82,500 | 267,108 | — | 349,608 |
| Jay L. Geldmacher | 105,000 | 267,108 | — | 372,108 |
| Dylan G. Haggart(3) | 82,500 | 267,108 | — | 349,608 |
| Stephanie Tilenius | 86,250 | 267,108 | — | 353,358 |
(1) The Board took a 50% cash retainer reduction during the first and second quarters of fiscal year 2024, which was recommended to the Board by the Compensation and People Committee and approved by the Board on April 16, 2023.
(2) Represents the grant date fair value of RSU awards granted in fiscal year 2024 for financial reporting purposes pursuant to the provisions of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for fiscal year 2024 for information on the RSU valuation assumptions. Additional information regarding the RSUs awarded to or held by each non-employee director on the last day of fiscal year 2024 is set forth in the table below.
(3) As a partner at ValueAct Capital, Mr. Haggart relinquished the cash compensation received for service on our Board during the first quarter of fiscal year 2024 to the limited partners of ValueAct Capital Master Fund, L.P. Mr. Haggart resigned from ValueAct Capital in September 2023 and did not relinquish the cash compensation received for any subsequent quarters.
The aggregate number of outstanding equity awards for each of our non-employee directors as of June 28, 2024 is set forth in the table below.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 27 |
| | |
| Compensation of Directors |
| | | | | |
Name of Director | Aggregate Number of Outstanding Awards(1) |
| Shankar Arumugavelu | 4,271 |
| Prat S. Bhatt | 4,271 |
Robert A. Bruggeworth | 4,271 |
| Judy Bruner | 4,271 |
| Michael R. Cannon | 5,436 |
Richard L. Clemmer | 4,271 |
| Yolanda L. Conyers | 4,271 |
| Jay L. Geldmacher | 4,271 |
Dylan G. Haggart(3) | 4,271 |
| Stephanie Tilenius | 4,271 |
(1) Represents outstanding RSUs awarded to our non-employee directors on October 23, 2023.
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28 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
Proposal 2 – Approve, in an Advisory, Non-Binding Vote,
the Compensation of the Company's Named Executive Officers
("Say-On-Pay").
(Ordinary Resolution)
We are presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to vote, on an advisory, non-binding basis, on the compensation of our NEOs for fiscal year 2024, as required by Section 14A of the Exchange Act and the related rules of the SEC. The Board has determined to hold a Say-on-Pay advisory vote each year. You may endorse or not endorse, respectively, the compensation paid to our NEOs by voting for or against the following resolution:
“RESOLVED, as an ordinary resolution, that, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related disclosure contained in the Company’s Proxy Statement, is hereby approved.”
While our Board intends to carefully consider the shareholder vote resulting from the proposal, the final vote is advisory and will not be binding.
In considering your vote, please be advised that our compensation program for our NEOs is guided by our compensation strategy, as further described under the “Compensation Discussion and Analysis” section below:
■ CEO compensation tied to performance. In fiscal year 2023, annual incentive was converted from a cash to a share payout to further align to shareholder interests. No payout was received for fiscal year 2024 due to Company performance. The total actual compensation of our CEO has fluctuated from year to year. In addition, we have implemented a cap on annual incentive funding for all executive officers.
■ Long-term equity incentive compensation tied to performance. In fiscal year 2024, 50% of the long-term equity incentive awards to our NEOs, including the CEO, were granted in the form of Performance Share Units (“PSUs”), which vest dependent upon the achievement of pre-established financial and operational performance objectives, including return on invested capital and relative total shareholder return.
■ Compensation unrelated to performance is limited. We do not have single trigger change of control severance provisions, executive retirement plans, or excise tax (golden parachute tax) gross-ups for our NEOs.
■ Robust share ownership requirements. Our share ownership requirements for our NEOs directly link the interests of management and our shareholders.
Vote Required; Recommendation of the Board
A simple majority of all votes cast by holders of ordinary shares on the Record Date represented in person or by proxy at the 2024 AGM is required to approve Proposal 2.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL 2 TO APPROVE, ON AN ADVISORY, NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE ACCOMPANYING COMPENSATION TABLES, AND THE RELATED DISCLOSURE CONTAINED IN THIS PROXY STATEMENT.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 29 |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview of our executive compensation program for fiscal year 2024 and our executive compensation strategies and objectives, as well as the compensation awarded to our fiscal year 2024 NEOs, who are listed below.
| | | | | |
| Named Executive Officers | Job Title |
| William D. Mosley | Director and Chief Executive Officer |
| Gianluca Romano | Executive Vice President and Chief Financial Officer |
| Ban Seng Teh | Executive Vice President and Chief Commercial Officer |
John C. Morris | Senior Vice President, Chief Technology Officer |
Kian Fatt Chong | Senior Vice President, Operations |
Executive Summary
Fiscal Year 2024 Company Highlights
■ During fiscal year 2024, the macroeconomic environment remained dynamic and continued to impact our business and results of operations. However, we experienced improving demand for our mass capacity products, particularly within the global cloud markets, following a prolonged period of customer inventory correction.
As demand recovered throughout the fiscal year, the Company maintained stringent cost controls, exercised supply discipline, and implemented pricing actions, leading to an improvement in profitability. We also continued to advance our innovation platform, launching two new high-capacity products, including the Mozaic platform, which features our unique implementation of Heat Assisted Magnetic Recording (“HAMR”) technology. Seagate is the first to introduce HAMR technology, which provides our customers with cost-efficient, scalable storage that we believe addresses their growing demand for data-driven applications.
■ Highlights of fiscal year 2024 financial performance include:
▪ We shipped 398 exabytes of hard disk drive ("HDD") storage capacity and recorded revenue of approximately $6.6 billion with a gross margin of 23%;
▪ Our operational cash flow was $918 million;
▪ We paid $585 million in capital to our shareholders through dividends;
▪ We ended the fiscal year with cash and cash equivalents of approximately $1.4 billion, and;
▪ We completed the sale of the System-on-Chip (“SOC”) operations in the fiscal fourth quarter for $600 million.
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30 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation Discussion and Analysis |
The following table presents certain key financial metrics for the past three fiscal years.
| | | | | | | | | | | |
(in millions except earnings per share, exabytes and gross and operating margin percentages) | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 |
| Exabytes shipped | 398 | 441 | 631 |
| Revenues (GAAP) | $6,551 | $7,384 | $11,661 |
| Gross margin percentage (GAAP) | 23% | 18% | 30% |
| Operating margin percentage (GAAP) | 7% | (5)% | 17% |
Income (loss) from operations (GAAP) | $452 | $(342) | $1,955 |
Net income (loss) (GAAP) | $335 | $(529) | $1,649 |
Net income (loss) per share (GAAP) | $1.58 | $(2.56) | $7.36 |
Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for fiscal year 2024 for a more detailed description of our fiscal year 2024 financial results.
Fiscal Year 2024 Executive Compensation Highlights
Key highlights of our executive compensation program for fiscal year 2024 are as follows:
■ Reduced Base Salary Temporarily for All Professional Employees to Contribute to Reduction of Operating Costs: We restructured our employee footprint to align with near-term challenges.These efforts included implementing employee reductions at all levels (with the executive population being reduced at a comparable rate to other employee groups), implementing a hiring freeze, and temporarily reducing base salaries for a six-month period for professional, managerial, and executive populations. In May 2023, our CEO and CFO base salaries were reduced to $0, and our Executive Vice Presidents ("EVPs") and Senior Vice Presidents ("SVPs") had a 50% and 35% base salary reduction, respectively for a period of six months.
■ Eliminated Executive Bonus Funding to Maintain Alignment of Pay Actions and Operating Performance: Based on the financial performance of the Company, the Compensation and People Committee did not approve bonus funding, including under the Executive Performance Bonus Plan (the "EPB"). There was no resetting of goals, nor was there any discretion utilized on the level of funding for the annual incentive or long-term equity incentive awards.
■ Shifted Future Executive Bonus Payouts to RSUs with Additional Vesting to Further Encourage Long-term Performance and Shareholder Alignment: Beginning in fiscal year 2023, the EPB began utilizing RSU share awards instead of cash payouts to align with shareholder interests. The RSU grants will be made following the applicable performance period, and have a vesting schedule of one year. As mentioned above, no EPB awards will be granted for fiscal year 2024 due to the financial performance of the Company. In addition, there were no changes to the NEOs' long-term equity incentives program: Dr. Mosley and Messrs. Romano, Teh, and Morris had a target portfolio of 50% performance-based awards and Mr. Chong had a target portfolio of 40% performance-based awards in order to emphasize long-term performance of return on invested capital (“ROIC”) and total shareholder returns relative to peers (“rTSR”).
■ Issued a Special One-Time PSU Award Linked to Mozaic Launch Goals to Drive Success and Long-Term Profitability: On January 22, 2024, the Compensation and People Committee approved a special, one-time grant of Performance Stock Units (PSUs) to our executive officers, which was awarded on February 20, 2024. This award is designed to align the executives' interests with those of our shareholders by incentivizing a successful launch of Mozaic products and driving long-term profitability.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 31 |
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| Compensation Discussion and Analysis |
Fiscal Year 2024 Executive Compensation Practices
Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with commonly viewed best practices and sound governance principles.
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| WHAT WE DO | | | WHAT WE DON’T DO |
| | | | |
✓ | A target of at least 40% of long-term equity incentives granted to our NEOs, including 50% for most, in connection with the annual performance review cycle being performance-based. | | X | No “single trigger” change in control benefits |
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| ✓ | Caps on performance-based cash and equity incentive compensation for our executive officers | | X | No excise tax (golden parachute tax) “gross-ups” in connection with a change in control |
| | | | |
| ✓ | Awards under both our short-term and long-term equity incentive compensation plan for executive officers are largely based on achievement of financial and operating performance metrics | | X | No guaranteed salary increases for our executive officers |
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| ✓ | A majority of total executive target compensation is “at-risk” and dependent on corporate performance | | X | No defined benefit pension plan or supplemental executive pension plan |
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| ✓ | Clawback provisions on incentive equity compensation | | X | No re-pricing of options without shareholder approval |
| | | | |
| ✓ | Our compensation strategy is reviewed on an annual basis at a minimum by the Compensation and People Committee | | X | No dividend equivalents on unvested equity awards |
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| ✓ | Prohibition on short sales, hedging of share ownership positions, and transactions involving derivatives of our ordinary shares for all employees and directors and restrictions on pledging of our ordinary shares as collateral for loans for directors, executive officers, and certain other employees | | X | No guaranteed annual bonuses |
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| ✓ | Meaningful share ownership requirements for executive officers and directors | | | |
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| ✓ | Independent compensation consultant engaged by the Compensation and People Committee | | | |
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| ✓ | Annual risk assessment of our compensation programs and practices | | | |
Our Executive Compensation Strategy
Our executive compensation strategy is intended to drive high performance, strengthen our market position, and increase shareholder value. The goals of our executive compensation programs are to:
■ attract and retain talented leaders through competitive pay programs;
■ motivate executive officers to achieve and exceed financial, strategic, and other business objectives as set by the Board or Compensation and People Committee;
■ align executive officer and shareholder interests to optimize long-term shareholder value with acceptable risk; and
■ manage total compensation costs in support of our financial performance.
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| Compensation Discussion and Analysis |
Our Fiscal Year 2024 Executive Compensation Programs
| | | | | | | | | | | |
| Compensation Element | Designed to Reward | | Relationship to Compensation Strategy |
| Base Salary | Related job experience, knowledge of the Company and our industry, and continued dedicated employment with sustained performance | | Attract and retain talented executive officers through competitive pay programs |
Annual Incentive Executive Performance Bonus Plan | Achievement of the Company’s annual financial and operational goals | | Motivate executive officers to achieve and exceed annual financial, strategic, and other business objectives
Align executive officers and shareholder interests to optimize shareholder value
Manage total compensation costs and align them with financial performance |
Long-Term Equity Incentives Equity Awards | Increased shareholder value through achievement of long-term strategic goals based on criteria such as ROIC, rTSR, or other financial or operational goals | | Align executive officers and shareholder interests to optimize shareholder value
Motivate executive officers to achieve and exceed long-term financial, strategic, and other business objectives |
Fiscal Year 2023 Shareholder Advisory Vote Results
At the 2023 AGM, the Company’s shareholders approved the advisory proposal regarding the compensation of the NEOs for fiscal year 2023 with approximately 96% of the votes cast in favor of our executive compensation programs (excluding abstentions/broker non-votes). The Board appreciates the shareholders’ continued support of the Company’s compensation strategy and objectives. This support reaffirms to the Board the appropriateness, effectiveness, and market competitiveness of the Company’s executive compensation programs, including continued emphasis on programs that reward our executive officers for generating sustainable profitability and delivering long-term value for our shareholders. No significant changes were made to the Company’s overall executive compensation strategy in fiscal year 2024. The Board and the Compensation and People Committee will continue to consider the results of the Company’s annual shareholder advisory votes when making future compensation decisions for our executive officers, including the NEOs.
Role of Our Compensation and People Committee
As noted previously, the Compensation and People Committee is responsible for overseeing the design, development and administration of our compensation and benefits policies and programs. In executing its duties, with respect to executive compensation, the Compensation and People Committee:
■ determines all corporate financial and operating-performance metrics and objectives, including any ESG metrics, relevant to each executive officer’s incentive compensation;
■ evaluates the CEO’s performance results in light of such metrics and objectives;
■ evaluates the competitiveness and mix of each executive officer’s annual bonus and long-term equity incentive targets in relation to compensation paid to executives performing similar functions at our peer companies; and
■ reviews and, with advice from the CEO in the case of the other executive officers, decides upon or recommends (as applicable) any changes to our CEO’s and other executive officers’ total compensation packages, including base salary, annual bonus, and long-term equity incentive award opportunities, share ownership requirements, and retention programs.
The Compensation and People Committee recommends to the independent directors of the Board the compensation plans and equity awards specific to our CEO, and the independent directors of the Board determine the overall compensation package of our CEO. Our CEO does not participate in the determination of his own compensation. The Compensation and People Committee is supported in its work by our Senior Vice President, Chief People and Places Officer and her staff, and an independent executive compensation consultant, as described below.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 33 |
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| Compensation Discussion and Analysis |
Role of the Compensation Consultant
The Compensation and People Committee retained Semler Brossy as its independent consultant during fiscal year 2024 for advice and counsel, to provide an external review of compensation proposals, and to ensure alignment of our compensation decisions to our executive compensation strategy. Semler Brossy’s consulting during fiscal year 2024 also included consultation in support of the Compensation and People Committee’s decisions regarding NEO compensation programs, including salary changes, determination of equity awards, annual incentive plan design, annual review of our severance plan, and share ownership requirements. Semler Brossy also provided to the Compensation and People Committee recommendations related to the CEO’s compensation and advice regarding non-employee director compensation.
Semler Brossy is not permitted to provide services to the Company’s management except as directed by the Compensation and People Committee and did not provide any such services to management in fiscal year 2024. The Compensation and People Committee retains sole authority to hire any compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement.
In connection with its engagement of Semler Brossy, the Compensation and People Committee considered various factors in determining Semler Brossy’s independence including, but not limited to (i) the amount of fees received by Semler Brossy from Seagate as a percentage of Semler Brossy’s total revenue, (ii) Semler Brossy’s policies and procedures designed to prevent conflicts of interest, and (iii) the existence of any business or personal relationship that could impact Semler Brossy’s independence. After reviewing these and other factors, the Compensation and People Committee determined that Semler Brossy was independent, and its engagement did not present any conflicts of interest under SEC rules or the Nasdaq listing rules.
Role of our CEO and Management in the Compensation Process
Based on management’s review of market competitive practices, and within the framework of the Company’s approved compensation programs, each year our CEO recommends the amount of base salary increase (if any), the amount of the annual incentive bonus opportunity, and the long-term equity incentive award value for our executive officers, including the NEOs (other than our CEO). These recommendations are based upon the CEO’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The Compensation and People Committee reviews and evaluates the CEO’s recommendations and decides, in its sole discretion, upon our executive officers’ compensation, including any changes to such compensation. Our CEO does not recommend his own compensation, and the Compensation and People Committee and the independent directors meet without our CEO present when evaluating and setting the CEO’s compensation.
Our Senior Vice President, Chief People and Places Officer and members of her staff assist the Compensation and People Committee in its review of our executive compensation plans and programs, including providing market data on competitive pay practices, program design, and changes in the corporate governance landscape concerning executive compensation matters.
Executive Market Comparison Peer Group and Benchmark Philosophy
The Compensation and People Committee reviews executive officers’ roles and responsibilities and establishes ranges for each incentive element of executive compensation after reviewing similar information for a defined group of companies (the “Executive Peer Group”) that compete for comparable executive talent. The Compensation and People Committee reviews analyses of disclosures and of published surveys of compensation among the Executive Peer Group companies when considering salary, bonus, and long-term equity incentive compensation of executive officers in similar roles.
As part of our annual review cycle, the Compensation and People Committee reviewed potential changes to the Executive Peer Group with recommendations from the Compensation Consultant. For fiscal year 2024, we instituted a cap on our market value criteria to 8x that of Seagate. As a result, Advanced Micro Devices, Inc. was removed from the Executive Peer Group and SkyWorks Solutions, Inc. was added. Executive Peer Group companies were selected based on the following criteria:
■ similar industry classification (as defined by Global Industry Classification Standard (GICS) 4520, Technology Hardware and Equipment or 4530, Semiconductors and Semiconductor Equipment) but excluding wholesale distributors and companies that are not subject to U.S. securities law reporting requirements;
■ market value between 0.5-8x that of Seagate;
■ trailing twelve-month ("TTM") sales of between $4B and 3 times that of Seagate’s; and
■ a comparable business model to Seagate.
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34 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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The Committee exercises its judgment when considering the Executive Peer Group and may choose to include companies that fall outside these criteria.
We do not benchmark the total annual compensation of our executive officers to a specific market percentile, although the total annual target compensation (including base salary, target annual cash bonus incentive, and target long-term equity incentives) for the executive officers, including the NEOs, generally has fallen near the median for similar positions within the Executive Peer Group.
The Compensation and People Committee considers the pay practices and relative performance of our Executive Peer Group companies in determining target incentive compensation for our executive officers. The target amounts and compensation mix vary for each executive officer and are dependent upon various factors, none of which is specifically weighted, including the importance of the position to our organization, overall retention value, internal pay equity, and projected future value of the total compensation package. Generally, the amounts actually realized by our executive officers are dependent on the Company’s financial and operational performance.
The Executive Peer Group for fiscal year 2024 included the following companies: | | | | | | | | | | | | | | | | | | | | |
FY2024 Executive Peer Group |
Analog Devices, Inc. (ADI) | | Hewlett-Packard Enterprise Co. (HPE) | | Lam Research Corporation (LAM) | | NetApp, Inc. (NTAP) |
Applied Materials, Inc. (AMAT) | | Juniper Networks, Inc (JNPR) | | Microchip Technology Inc. (MCHP) | | NXP Semiconductors N.V. (NXPI) |
Corning Incorporated (GLW) | | Keysight Technologies, Inc. (KEYS) | | Micron Technology, Inc. (MU) | | Skyworks Solutions, Inc. (SWKS) |
Flex Ltd. (FLEX) | | KLA Corporation (KLAC) | | Motorola Solutions, Inc. (MSI) | | Western Digital Corporation (WDC) |
| | | | | | Zebra Technologies Corporation (ZBRA) |
For fiscal year 2025, there were no changes to the selection criteria. Hewlett-Packard Enterprise Co. will be removed from the peer group as their trailing twelve-month sales exceeds the criteria range.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 35 |
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| Compensation Discussion and Analysis |
How We Determine Individual Compensation Amounts for the NEOs
As discussed above under the heading “Role of our CEO and Management in the Compensation Process,” the CEO recommends to the Compensation and People Committee all compensation elements for our NEOs (other than the CEO) and the Compensation and People Committee determines the value of each compensation element as described below. The CEO recommendations are based upon the CEO’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The CEO does not recommend his own compensation, and the Compensation and People Committee and the independent directors meet without the CEO present when evaluating and setting the CEO’s compensation.
Our Senior Vice President, Chief People and Places Officer and members of her staff assist the Compensation and People Committee in its review of our executive compensation plans and programs, including providing market data on competitive pay practices, program design, and changes in the corporate governance landscape concerning executive compensation matters.
The proportion of each compensation element (i.e., the compensation mix) relative to total compensation varies by individual, although for our executive officers the emphasis is on compensation that is variable and contingent on our financial and operational performance. Variations in the compensation mix among NEOs reflect differences in scope of responsibility as well as Executive Peer Group market data.
Annual Total Target Compensation Mix
Annual Base Salary
Base salaries are the fixed annual cash amounts paid to our executive officers, including the NEOs. In reviewing and determining base salaries, the Compensation and People Committee considers:
■ related experience;
■ expected future contributions;
■ overall ability to influence our financial performance and the strategic impact of the role;
■ the ease or difficulty of replacing the incumbent; and
■ in the case of executive officers other than the CEO, recommendations of the CEO.
Salaries are reviewed annually and may be modified to reflect significant changes in the scope of an executive officer’s responsibilities and/or market conditions. Our goal is to be competitive with respect to base salary while distinguishing ourselves from the Executive Peer Group by providing a greater emphasis on compensating our executive officers through the use of performance-based incentives that are consistent with our strategy of motivating executive officers to achieve and exceed annual and multi-year business objectives.
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36 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation Discussion and Analysis |
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| Name | FY2023
Base Salary
($) | Percent
Change YoY
(%) | FY2024 Base Salary After Annual Review ($) |
| William D. Mosley | 1,100,008 | — | 1,100,008 |
| Gianluca Romano | 715,000 | — | 715,000 |
Ban Seng Teh(1) | 558,782 | — | 558,782 |
John C. Morris | 375,024 | — | 375,024 |
Kian Fatt Chong(1) | 368,579 | — | 368,579 |
(1) For both FY2023 and FY2024, based on the Singapore dollar (SGD) period-end foreign exchange rate of 0.7372 as of June 28, 2024.
On April 16, 2023, the Board approved temporary salary reductions for our NEOs to reduce its cost structure in response to changes in macroeconomic and business conditions. These reductions were intended to align the Company's operational needs with the near-term demand environment while continuing to support our long-term business strategy. Reductions were as follows: Dr. Mosley and Mr. Romano's base salaries were each reduced by 100% and Mr. Morris' base salary was reduced by 35% for a period of six months starting on May 8, 2023, and Mr. Teh's base salary was reduced by 50% and Mr. Chong's base salary was reduced by 35% for a period of six months starting on June 1, 2023. Because the Company's fiscal year ended on June 30, 2023, this salary reduction also impacted executive compensation for our NEOs in fiscal year 2024. Salaries were returned to their prior levels in November 2023 upon completion of the six-month period.
| | | | | | | | | | | |
| Name | FY2024 Base Salary ($) | FY24 Salary Reduction Amount ($) | FY24 Base Salary Paid ($) |
| William D. Mosley | 1,100,008 | 423,080 | 676,928 |
| Gianluca Romano | 715,000 | 275,000 | 440,000 |
Ban Seng Teh(1) | 558,782 | 116,413 | 442,369 |
John C. Morris | 375,024 | 50,480 | 324,544 |
Kian Fatt Chong(1) | 368,579 | 53,751 | 314,828 |
(1) Based on the SGD period-end foreign exchange rate for fiscal year 2024 of 0.7372 as of June 28, 2024.
Annual Incentive Plan - Executive Performance Bonus
On July 18, 2023, the Compensation and People Committee decided not to fund the Executive Performance Bonus plan and to not award a bonus for fiscal year 2024. Given the challenges in the market, Seagate is focused on investing resources into critical areas of the business and to address future customer requirements for the sustainability of our business.
The Compensation and People Committee and Board will continue to evaluate the Company's incentive compensation program in fiscal year 2025 and may implement new incentive plans if doing so is in the best interests of the Company and its employees, customers, and stockholders. Our Compensation and People Committee reviews the structure and parameters of our short-term incentive plan annually in light of current corporate performance and objectives, industry conditions, and other relevant factors. The Compensation and People Committee may make adjustments to the plan that it believes are necessary to align the short-term incentives with the appropriate corporate objectives for the next year.
Long-Term Equity Incentives
In fiscal year 2024, the Compensation and People Committee granted equity awards to the NEOs under the terms of the 2022 Equity Incentive Plan (the “2022 EIP”). The 2022 EIP is intended to:
■ focus executive officers and employees on achieving longer-term financial, strategic, and other business performance goals;
■ provide significant reward potential for outstanding cumulative performance by the Company;
■ enhance the Company’s ability to attract and retain highly-talented executive officers and employees; and
■ provide the Company’s management and employees with an opportunity for greater equity ownership and related incentives to increase shareholder value.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 37 |
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| Compensation Discussion and Analysis |
When determining our NEOs’ equity incentive awards, the Compensation and People Committee considers comparable equity incentive awards to executive officers in the Company’s Executive Peer Group, the NEO’s role, individual performance, and potential future contributions. Our equity award guidelines and mix of the type of awards granted are based on an analysis of the unvested equity held by an NEO, the practices of Executive Peer Group companies in awarding equity for similar positions (including equity mix and award values), potential impact on earnings, and the pool of available shares under the 2022 EIP. In determining the award for each NEO, the Compensation and People Committee also considers the Company’s goals for retaining the NEO for the long term.
NEOs are generally awarded equity on an annual basis, typically in early September as part of our annual award cycle, and these equity incentive awards generally consist of a mix of time-vested restricted share units, performance-based awards, and share options in the case of our EVPs and CEO (each as governed by the 2022 EIP as described more fully below), reflecting a strong emphasis on pay-for-performance and the alignment of interests between our NEOs and our shareholders.
For fiscal year 2024, the equity awards made to Dr. Mosley, Mr. Romano, and Mr. Teh in their respective roles as CEO and EVPs, were comprised of 20% time-based options, 30% time-based RSUs, and 50% performance-based awards (the “FY2024 PSU Award”). The equity awards made to Mr. Morris in his role as SVP consisted of 50% time-based RSUs and 50% performance-based awards. The equity awards made to Mr. Chong in his role as SVP consisted of 60% time-based RSUs and 40% performance-based awards. This reflects the Compensation and People Committee’s review and assessment of market practices at Executive Peer Group companies, as well as its determination that these mixes provide an appropriate blend of equity incentives to sustain and improve the Company’s financial performance and shareholder value.
Options
Options generally vest over four years and have a seven-year term. Options are awarded with an exercise price equal to the fair market value of the Company’s ordinary shares on the grant date. Fair market value is defined as the closing price of the Company’s ordinary shares on the Nasdaq stock market on the grant date. The grant date and vesting schedule for options granted to our eligible NEOs are generally determined during the annual award process but may be different in the case of a new hire or a change in employment position.
Share Awards
Restricted Share Units
RSUs generally vest over four years, with 25% vesting on the first anniversary of the grant and then in equal quarterly installments thereafter, contingent on continued service. Each RSU represents the right to receive one of the Company’s ordinary shares. Under the terms of the RSU award agreement, no dividend equivalents accrue during the vesting period.
Fiscal Year 2024 Performance Share Units
The fiscal year 2024 PSUs are performance-based RSUs that vest after the end of a three-year performance period, subject to continued employment and the achievement of annual ROIC over the performance period, modified by a factor based on the Company’s rTSR percentile compared with the Executive Peer Group. ROIC was selected as a key metric because of its ability to measure the efficiency of our use of capital and delivery of earnings above investment, considered a critical factor in the Company’s long-term success. In addition, the rTSR metric rewards financial performance and is measured by the change in our share price and the dividends we declared during the performance period relative to the performance of the Executive Peer Group.
The Compensation and People Committee determines the number of PSUs that will vest at the end of the three-year performance period according to a pre-established vesting matrix. Payout of 100% of the targeted number of PSUs will occur if target ROIC is attained over the three-year measurement period and rTSR is at least at the median of the Executive Peer Group. The final ROIC metric is calculated as the average annual ROIC over the prior three fiscal years. Annual ROIC is calculated as (i) adjusted operating income minus the Non-GAAP tax expense (benefit), divided by (ii) (x) adjusted net plant, property, and equipment plus total current assets minus cash and cash equivalents, minus (y) total current liabilities excluding debt. All values represent U.S. GAAP results except adjusted operating income, Non-GAAP tax expense (benefit), and adjusted net plant, property and equipment. Adjusted operating income, used to determine Annual ROIC, is operating income adjusted to exclude the impact of (a) share-based compensation expense and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance target was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures each quarter. Adjusted net plant, property, and equipment includes net plant, property, and equipment and the net value of right of use assets acquired through finance leasing.
For fiscal year 2024, the rTSR modifier was interpolated and set between the 25th to 75th percentiles of the Executive Peer Group’s TSR. If the minimum ROIC performance has been achieved, the actual number of PSUs that
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may vest ranges from a minimum of 37.5% of the target number of PSUs (assuming ROIC is at the threshold level, and relative TSR is equal or below the 25th percentile of the Executive Peer Group) to a maximum of 200% of the target number of PSUs. The specific ROIC target values for the PSUs are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of the information. Each PSU represents the right to receive one of our ordinary shares. Under the terms of the PSU award agreement, no dividend equivalents accrue during the vesting period.
Fiscal Year 2021 Performance Share Units
In fiscal year 2021, we granted PSUs (“FY2021 PSUs”) to Dr. Mosley and Messrs. Romano, Teh, Morris, and Chong that were eligible to vest after a three-year performance period ending on July 1, 2023 for ROIC and September 2, 2023 for rTSR (i.e., during fiscal year 2024), subject to continued employment and the achievement of target ROIC over the performance period, modified by a factor based on our rTSR percentile. Our average share price at the beginning of the FY2021 PSUs’ performance period was $45.75 and our ending average share price was $75.14 (assuming dividends were reinvested). Therefore, our rTSR over the performance period was 64.25%, which equates to a 75% vesting level per the applicable award agreement. Our shares performed at the 44th percentile relative to the companies in the fiscal year 2021 Executive Peer Group, which resulted in applying a modifier of 94% to the 75% vesting level. The Compensation and People Committee certified the level of achievement of the financial performance metrics for the three-year measurement period, such that the FY2021 PSUs vested at 70.5% of target based on the three-year average annual ROIC of 57%, and rTSR at the 44th percentile over the three-year period.
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| Average ROIC | Threshold | Target | Maximum | Actual |
3-Year Average Annual Return on Invested Capital (ROIC) | < 45% | 70% | ≥ 95% | 57% |
| Vesting Level (% of Target) | 0% | 100% | 160% | 75% |
| | | | | |
| rTSR Modifier | Threshold | Target | Maximum | Actual |
Relative Total Shareholder Return Percentile | ≤ 25th%ile | 50th%ile | ≥ 75th%ile | 44th%ile |
| rTSR %ile Modifier(1) | 75% | 100% | 125% | 94% |
| Overall Results | | | | 70.5% |
(1) With interpolation between points.
Threshold Performance Share Units
Threshold Performance Share Units (“TPSUs”) are equity awards with a maximum seven-year vesting period, contingent on continued service and the achievement of the specified adjusted earnings per share (“AEPS”) goal. Each TPSU represents the right to receive one of our ordinary shares. After reviewing the market trends, the decision was made to discontinue awarding TPSUs in fiscal year 2022 to our CEO and EVP population to strengthen our alignment with market practices. However, any outstanding TPSU awards will continue to be disclosed in applicable future Compensation Discussion and Analysis disclosures.
For each tranche of a TPSU award that is eligible to vest on a vesting date, vesting is contingent on the Company achieving a threshold AEPS goal of $1.00 for the fiscal year prior to the year in which the vesting date occurs. If the threshold goal is not achieved, vesting of that tranche is delayed to the next scheduled vesting date for which the AEPS goal is achieved. TPSU awards may become fully vested as early as four years from the grant date and remain eligible to vest for up to seven years following the grant date. If the AEPS threshold level has not been met by the end of the seven-year period, any unvested TPSUs will be forfeited. Unvested awards from prior years may vest cumulatively on the scheduled vesting date in a future year within the seven-year vesting period if the annual AEPS threshold for that year is achieved. For example, if AEPS performance prior to the first vesting date is below the AEPS threshold, then vesting will be delayed. If the AEPS threshold is achieved prior to the second vesting opportunity, then 50% of the award will vest (25% from the first vesting date and 25% from the second vesting date due to the cumulative feature of the award). For purposes of the TPSU awards, AEPS is based on diluted earnings per share, calculated in accordance with U.S. GAAP, excluding the impact of (a) share-based compensation expenses and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance target was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures. Under the terms of the TPSU award agreement, no dividend equivalents accrue during the vesting period.
With respect to the outstanding TPSUs awarded in fiscal year 2021, our threshold AEPS performance for fiscal year 2024 was above the $1.00 AEPS threshold; therefore, 25% of each of the outstanding TPSU awards will vest on their next scheduled vesting date following the end of fiscal year 2024, subject to continued employment. Because these TPSU awards did not vest following fiscal year 2023, an additional 25% of the award will also vest on this date in accordance with the cumulative vesting provisions of the TPSU Award Agreement.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 39 |
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| Compensation Discussion and Analysis |
Executive Strategic Performance Share Unit Grant
On January 22, 2024, the Compensation and People Committee approved a special, one-time award of PSUs to its executive officers, which was granted on February 20, 2024. This award is subject to performance goals related to the Mozaic product launch and measured over two years, aiming to reinforce near-term focus and incentivize a successful launch of quality Mozaic products for the company's future profitability, more closely align our executives’ interests with those of our shareholders, and foster a long-term focus on the initiatives that are expected to contribute to the success of Mozaic. Each award is divided into two equally weighted tranches, with the performance goals under the first tranche (representing 50% of the target number of PSUs) measured during approximately the 2024 calendar year and the performance goals under the second tranche (representing 50% of the target number of PSUs) measured during approximately the 2025 calendar year. For each tranche, 50% of the target number of PSUs will be eligible to vest if the Company meets the target number of Mozaic products sold during the applicable performance period, and the other 50% will be eligible to vest if the Company meets target product qualification deadlines for the applicable performance period. An executive may receive up to 200% of the target number of PSUs subject to the award if performance meets or exceeds maximum goal levels, and as few as zero of the PSUs if threshold performance levels are not achieved.
| | | | | | | | | | | |
CY24 | Weighting | CY25 | Weighting |
Units Sold (M) | 50% | Units Sold (M) | 50% |
Target Product Qualification Deadline | 50% | Target Product Qualification Deadline | 50% |
| | | | | | | | | | | | |
| Named Executive Officer | Role | | Award Amount ($) | Number of Shares |
| William D. Mosley | Chief Executive Officer | | 2,000,000 | 23,615 |
| Gianluca Romano | Executive Vice President | | 2,000,000 | 23,615 |
| Ban Seng Teh | Executive Vice President | | 1,000,000 | 11,810 |
John C. Morris | Senior Vice President | | 750,000 | 8,855 |
Kian Fatt Chong | Senior Vice President | | 750,000 | 8,855 |
PSUs under the award that become eligible to vest based on performance will vest on the first anniversary of the grant date (with respect to the first tranche PSUs), and the second anniversary of the date of grant (with respect to the second tranche PSUs) or, if later for either tranche, the date the Compensation and People Committee certifies the level of performance achieved for the applicable performance period. Vesting generally is subject to the executive remaining in continuous service through the vesting date. However, if an executive terminates due to the executive’s death or disability, then the award will vest pro-rata, based on the number of days since the award grant date that the executive was in service, and based on actual performance against the performance goals. Additionally, if during a change in control period (as defined in our Severance Plan and as discussed below), an executive is terminated without cause or resigns for good reason (each as defined in our Severance Plan and as discussed below), then the award will vest in full on the later of the closing date of the change in control or the date of the executive’s termination. Each PSU represents the right to receive one of our ordinary shares.
Share Ownership Requirements
We established share ownership requirements to ensure that our NEOs hold a meaningful equity stake in the Company and, by doing so, link their interests with those of our shareholders. Shares directly or indirectly owned (for example, through a trust), along with unvested RSUs (if any), are included in the calculation of ordinary shares owned for purposes of the ownership requirements, but time-based and performance-based options and unvested performance share bonuses, TPSUs, and PSUs are not counted until they are exercised or vested, as applicable. NEOs are expected to meet the ownership requirements within five years of the date upon which the NEO first becomes subject to the requirements. NEOs are measured against the applicable guideline on the last day of each fiscal year, and the results are reported to the Compensation and People Committee.
Our NEOs are required to own shares in an amount equal to an applicable target value based on a multiple of annual base salary. For the avoidance of doubt, we considered fiscal year 2024 Base Salary prior to the temporary salary reduction in our review of the ownership requirements. Our NEOs are required to meet the following requirements:
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40 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation Discussion and Analysis |
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| Named Executive Officer | Role | | Ownership Guideline
Salary Multiple | Guideline Met(1) |
| William D. Mosley | Chief Executive Officer | | 6x | Yes |
| Gianluca Romano | Executive Vice President | | 3x | Yes |
| Ban Seng Teh | Executive Vice President | | 3x | Yes |
John C. Morris | Senior Vice President | | 2x | Yes |
Kian Fatt Chong | Senior Vice President | | 2x | Yes |
(1) As of June 28, 2024.
Benefits and Perquisites
Our NEOs are eligible to participate in a broad range of benefits in the same manner as non-executive employees. Seagate does not offer separate benefits for executive officers, other than severance benefits (see “Severance and Change in Control Benefits” below).
We generally do not provide perquisites to our NEOs other than, in certain limited business-related circumstances, reimbursement for the travel costs of the NEO’s spouse or significant other. No such reimbursement was provided to any NEOs for fiscal year 2024. If an NEO’s travel on our corporate aircraft includes a personal element, the NEO is required to fully reimburse us for the aggregate incremental cost of any such usage. We consider the value of perquisites in assessing the competitiveness of our total compensation package to that of Executive Peer Group companies.
Non-Qualified Deferred Compensation Plan
The 2015 Seagate Deferred Compensation Plan (the “SDCP”), effective January 1, 2015, allows our U.S.-based NEOs (and other eligible employees) whose annual base salary is $190,000 or more, or whose target commissions and annual base salary in the aggregate is $190,000 or more, to defer on a pre-tax basis (i) up to 70% of their base salary, (ii) up to 70% of commissions, and/or (iii) up to 100% of their annual performance-based bonus, to the extent such bonus is paid in cash. Bonus paid in the form of equity or an equity-based award will not be eligible for deferral under the Plan. Deferrals and notional earnings related to those deferrals are reflected on the Company’s books as an unfunded obligation of the Company and remain part of our general assets. We do not contribute to the SDCP, and notional earnings on deferrals are based on the performance of actual investment funds selected by each participant from a menu of investment options offered pursuant to the SDCP. Deferral amounts, earnings, and year-end balances for our NEOs are set forth in the table titled “Non-Qualified Deferred Compensation Plans” under the “Compensation of Named Executive Officers” section below. The SDCP is a successor plan to the prior Seagate Deferred Compensation Plans, as amended from time to time, under which no additional deferrals may be made after December 31, 2014. A grantor (or rabbi) trust was established to hold any assets contributed to the trust to help satisfy our obligations due under the prior plans in effect through December 31, 2014.
Participants may elect to receive distributions upon retirement or termination of employment or at a specified time while still employed. With respect to deferrals of amounts relating to services provided to Seagate after December 31, 2019, participants may elect to receive distributions following retirement or termination in either a lump sum or annual installments up to a maximum of seven years. Participants may elect to receive in-service distributions in a lump sum or annual installments payable over 2, 3, 4 or 5 years. Upon disability, a participant’s account will be distributed in accordance with their retirement/termination distribution elections. Additionally, upon death, a participant’s accounts will be paid to their beneficiary or beneficiaries in a cash lump-sum payment payable before the later of the end of (i) the calendar year in which the participant dies or (ii) two and one-half months after the participant dies. Unless otherwise determined by the Seagate Benefits Administrative Committee prior to a change in control, the SDCP will be terminated upon the occurrence of a change in control and the aggregate balance credited to and held in a participant’s account shall generally be distributed to the participant in a lump sum not later than the thirtieth day following the change in control.
Long Term International (Expatriate) Assignment Policy
The Company’s global business needs require it on occasion to relocate certain employees with special or unique skills to countries where those skills may not be readily available. To meet this need, the Company utilizes long term international assignments, which are provided under its Long-Term International Assignment Policy (“LTIA Policy”). The Company provides certain benefits to these long-term international assignees according to the LTIA Policy. In fiscal year 2024, no NEO received benefits under this program.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 41 |
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| Compensation Discussion and Analysis |
Severance and Change in Control Benefits
We provide severance benefits to assist in aligning executive officer and shareholder interests during the evaluation of an ownership change, to remain competitive in attracting and retaining executive officers, and to support organizational changes necessary to achieve our business strategy. The purpose of the Ninth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan (the “Severance Plan”) is to:
■ provide for the payment of severance benefits to the executive officers, including the NEOs, in the event their employment with the Company or any applicable subsidiary is terminated without cause or they resign for good reason;
■ encourage our executive officers, including the NEOs, to continue employment in the event of a potential “change in control” (as such term is defined under “Compensation of Named Executive Officers—Potential Payments upon Termination or Change in Control” below); and
■ provide our executive officers, including the NEOs, with generally the same types of severance benefits in connection with a qualifying termination of employment.
All of our executive officers are eligible to receive a level of severance benefits under the terms of the Severance Plan that reflects their level of responsibility within our organization, the strategic importance of their position, and a market-competitive level of severance for comparable positions within the Executive Peer Group.
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| Qualifying Termination | CEO—Months of Base Salary | Executive Vice Presidents—Months of Base Salary | Senior Vice Presidents—Months of Base Salary |
| Termination Without Cause or Resign For Good Reason—Outside of Change in Control Period | 24 months | 20 months (U.S.); up to 24 months (Singapore) | 16 months (U.S.); up to 24 months (Singapore) |
| Termination Without Cause or Resign For Good Reason—During a Change in Control Period | 36 months | 24 months (U.S.); up to 24 months (Singapore) | 18 months (U.S.); up to 24 months (Singapore) |
The Severance Plan provisions were developed in consultation with Semler Brossy, based on a comparison by the independent directors of the Board of severance benefits typically available at the Executive Peer Group companies. Consistent with our compensation strategy, the Severance Plan provides for severance only in the event of a qualifying termination under the Severance Plan (i.e., a termination by us without “cause” or by the executive for “good reason”). The Severance Plan includes the following features:
■ no guaranteed unearned bonus amounts if the qualifying termination occurs outside of a “change in control period” (as defined in “Compensation of Named Executive Officers—Potential Payments upon Termination or Change in Control—Termination Without Cause or for Good Reason During a Change in Control Period,” below);
■ no post-termination healthcare benefit subsidy if the qualifying termination occurs outside of a “change in control period”;
■ enhanced severance benefits in connection with a change in control require a “double trigger” (which is defined as a qualifying termination during a “change in control period”) before an NEO becomes entitled to receive such benefits; and
■ severance payments cannot equal or exceed the sum of two times the executive's base salary plus any earned bonus amounts if the qualifying termination occurs outside of a "change in control period."
In the event that the benefits payable following a change in control exceed the safe harbor limits established in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), we will reduce the benefits so that no excise tax will apply under Section 4999 of the Code (relating to Section 280G of the Code), if such reduction will result in a higher after-tax benefit to the NEO. We do not provide a gross-up for any taxes payable on severance benefits and the NEO is responsible for the payment of all such taxes, including any excise taxes imposed on change in control payments and benefits.
For further details on the Severance Plan, see the section below titled “Compensation of Named Executive Officers—Potential Payments Upon Qualifying Termination or Change in Control.”
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42 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation Discussion and Analysis |
Other Company Policies and Compensation Considerations
Impact of Section 162(m) of the Internal Revenue Code
Although an exception exists for certain qualified performance-based arrangements in place as of November 2, 2017, under Section 162(m) of the Code, only the first $1 million in annual compensation paid to our NEOs generally is deductible for U.S. federal income tax purposes and such deduction limit will continue to apply to such individuals for all future years in which they receive compensation (including severance) from the Company. This deduction limitation also applies to certain individuals who were NEOs in prior years. While the Compensation and People Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to approve compensation that is not deductible by the Company in order to maintain a compensation program that is consistent with our pay-for-performance compensation strategy.
Securities Trading; Prohibitions Against Hedging and Pledging
We prohibit short sales, hedging of share ownership positions, and transactions involving derivatives of our ordinary shares for all employees and directors, and place restrictions on pledging of our ordinary shares as collateral for loans for directors, executive officers, and certain other employees. Please see the “Corporate Governance – Anti-Hedging and Pledging Policy and Other Trading Restrictions” section above for information on our Securities Trading Policy.
Pay Recovery Policy (Clawback)
The Company currently maintains two pay recovery policies applicable to executive officers. The first Pay Recovery Policy is intended to eliminate any reward for intentional misrepresentation of financial results. It provides standards for recovering compensation from our executive officers and other officers who hold the position of Senior Vice President and above (collectively, "Designated Officers"), where such compensation was based on incorrectly reported financial results due to the fraud or willful misconduct of such Designated Officer. The Designated Officer's repayment obligation applies to any cash bonus paid, share award issued (whether or not vested) and/or vested during the covered period (as defined below) or options exercised during the period commencing with the date that is four years prior to the beginning of the fiscal year in which a restatement is announced, and ending on the date recovery is sought (the "covered period").
The second policy is our Executive Compensation Recovery Policy adopted by the Compensation and People Committee and effective as of December 13, 2023. This policy was adopted to comply with Section 10D of the Exchange Act and the Nasdaq listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the company's current and former "officers" under Rule 16a-1(f) of the Exchange Act, the Company must recover erroneously awarded, incentive-based compensation on a pre-tax basis, subject to very limited exceptions, to the extent the applicable financial reporting measure was attained during the three-year period preceding the date the Company is required to prepare an accounting restatement. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements, as well as restatements that correct errors that are not material to previously issued financial statement but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period. The policy requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.
Practices Related to the Grant of Equity Awards
Stock option and other annual equity award grants are generally made to executive officers on an annual basis according to a pre-established schedule that coincides with the Company’s fiscal year-based performance management cycle, allowing the Board and Compensation and People Committee to grant equity awards close in time to performance appraisals. Annual equity-based compensation awards to our executive officers are approved annually at the July meeting of the Board (for our CEO) or the Compensation and People Committee (for all other executive officers), with a grant date that has historically occurred in September. The dates of these meetings are generally scheduled at least one year in advance.
In addition, with respect to the timing of our equity award grants:
■ We do not time equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and
■ We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 43 |
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| Compensation Discussion and Analysis |
The following table presents information regarding options issued to our NEOs in fiscal year 2024 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.
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Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information |
William D. Mosley | 9/11/2023 | 141,600 | $64.31 | 2,553,855 | 1.37%(1) |
2.44%(2) |
Gianluca Romano | 9/11/2023 | 72,320 | $64.31 | 1,304,342 | 1.37%(1) |
2.44%2) |
Ban Seng Teh | 9/11/2023 | 42,180 | $64.31 | 760,746 | 1.37%(1) |
2.44%(2) |
(1) Represents the percentage change in connection with the Form 8-K filed by the Company on September 8, 2023. We note that the Form 8-K reported the final terms of a convertible debt offering (the "Debt Offering"), which was initially announced on September 6, 2023. The exercise price of the award was determined following the close of market on September 11, 2023.
(2) Represents the percentage change in connection with the Form 8-K filed by the Company on September 13, 2023. We note that the Form 8-K reported the closing of the previously announced Debt Offering.
Compensation and People Committee Report
The Compensation and People Committee has reviewed and discussed the Compensation Discussion and Analysis with management and the Board. In reliance on the review and discussions referred to above, the Compensation and People Committee approved the inclusion of the Compensation Discussion and Analysis in the Company’s Proxy Statement for fiscal year 2024.
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| | Respectfully submitted, THE COMPENSATION AND PEOPLE COMMITTEE |
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| | Jay L. Geldmacher, Chair Michael R. Cannon Yolanda L. Conyers Dylan G. Haggart
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Compensation and People Committee Interlocks and Insider Participation
None of the members of the Compensation and People Committee during fiscal year 2024 were employees of the Company or any of its subsidiaries at any time during fiscal year 2024, have ever been an officer of the Company or any of its subsidiaries, or had a relationship with the Company during that period requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the SEC. No executive officers of the Company served on the compensation committee of any other entity, or as a director of an entity that employed any of the members of the Compensation and People Committee during fiscal year 2024.
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44 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
Compensation of Named Executive Officers
Our Summary Compensation Table for fiscal year 2024 below shows the total compensation of each of our NEOs with respect to fiscal years 2024, 2023, and 2022. The amounts reported reflect rounding, which may result in slight variations between amounts shown in the Total column and the sum of its components as reflected in the table.
Summary Compensation Table
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Name and
Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total
($) |
William D. Mosley Chief Executive Officer | 2024 | 676,928 | — | 10,393,544 | 2,553,855 | — | 7,400 | 13,631,727 |
| 2023 | 973,084 | — | 8,380,742 | 2,074,982 | — | 7,400 | 11,436,208 |
| 2022 | 1,100,008 | — | 8,095,464 | 2,019,842 | 1,987,604 | 7,400 | 13,210,318 |
Gianluca Romano Executive Vice President and Chief Financial Officer | 2024 | 440,000 | — | 6,250,828 | 1,304,342 | — | 7,400 | 8,002,570 |
| 2023 | 632,500 | — | 2,918,142 | 706,406 | — | 7,400 | 4,264,448 |
| 2022 | 644,242 | — | 12,973,374 | 676,504 | 776,053 | 7,400 | 15,077,573 |
Ban Seng Teh(6) Executive Vice President, Global Sales and Sales Operations | 2024 | 442,391 | — | 3,486,263 | 760,746 | — | 8,489 | 4,697,889 |
| 2023 | 513,203 | — | 1,865,056 | 441,677 | — | 19,524 | 2,839,460 |
| 2022 | 412,719 | — | 1,265,261 | 315,758 | 497,161 | 7,623 | 2,498,522 |
John Morris(7) Senior Vice President, Chief Technology Officer | 2024 | 324,544 | — | 2,518,608 | — | — | 7,400 | 2,850,552 |
Kian Fatt Chong(6),(7) Senior Vice President, Operations | 2024 | 314,843 | — | 1,798,057 | — | — | 6,479 | 2,119,379 |
(1) As previously disclosed, the Board approved temporary salary reductions for our NEOs on April 16, 2023. Reductions were as follows: Dr. Mosley and Mr. Romano's base salaries were each reduced by 100% and Mr. Morris' base salary was reduced by 35% for a period of six months starting on May 8, 2023, and Mr. Teh's base salary was reduced by 50% and Mr. Chong's base salary was reduced by 35% for a period of six months starting on June 1, 2023. Because the Company's fiscal year ended on June 30, 2023, this salary reduction also impacted executive compensation for our NEOs in fiscal year 2024. Salaries were returned to their prior levels in November 2023 upon completion of the six-month period.
(2) As previously disclosed, the Compensation and People Committee decided not to fund the EPB and to not award a bonus for fiscal year 2024.
(3) Amounts do not reflect the actual value realized by the NEO. In accordance with SEC rules, the columns represent the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For RSUs and time-based options, the grant date fair value was determined using the closing share price of Seagate ordinary shares on the date of grant, adjusted for the present value of expected dividends. For all PSUs, including the TPSUs, whose vesting is subject to performance conditions as defined by ASC 718, we have assumed the probable outcome of related performance conditions at target levels. The aggregate grant date fair value for PSUs granted in fiscal year 2024, assuming the achievement of the highest level of performance, is $14,538,280 for Dr. Mosley, $9,310,763 for Mr. Romano, $5,110,829 for Mr. Teh, $3,264,367 for Mr. Morris, and $2,319,286 for Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024.
(4) For fiscal year 2022, represents amounts payable under the Executive Officer Performance Bonus Plan, the predecessor to the EPB that was introduced for fiscal year 2023. The Company expects to issue shares in lieu of cash for future awards under the EPB.
(5) Amounts reported in the “All Other Compensation” column are itemized in the supplemental “All Other Compensation for Fiscal Year 2024” table below.
(6) The compensation, initially paid in SGD due to the NEOs' location in Singapore, was converted to USD using the fiscal year 2024 exchange rate of 0.7372 as of June 28, 2024.
(7) Messrs. Morris and Chong were not NEOs in fiscal years 2023 or 2022.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 45 |
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| Compensation of Named Executive Officers |
All Other Compensation for Fiscal Year 2024
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| Name | | | | 401(k) Match ($)(1) | Company Contribution to HSA ($)(2) | Company Contribution to CPF ($)(3) | | | | Total
($) |
| William D. Mosley | | | | 6,000 | 1,400 | — | | | | 7,400 |
| Gianluca Romano | | | | 6,000 | 1,400 | — | | | | 7,400 |
Ban Seng Teh(4) | | | | — | — | 8,489 | | | | 8,489 |
| John C. Morris | | | | 6,000 | 1,400 | — | | | | 7,400 |
Kian Fatt Chong(4) | | | | — | — | 6,479 | | | | 6,479 |
(1) Reflects 401(k) Plan matching contribution made by the Company for the NEO and available to all U.S. employees who participate in the 401(k) Plan. The maximum matching amount was $6,000 per calendar year. The amount may be higher or lower for a particular fiscal year depending on the timing and amount of the employee’s contribution for preceding and following years.
(2) Reflects Company-paid Health Savings Account (“HSA”) contributions to eligible participants. In 2024, HSA contributions are $700 for employee-only coverage and $1,400 for family coverage.
(3) Reflects Company contribution to the Singapore Central Provident Fund (“CPF”). For Mr. Teh, CPF employer contribution was at 870 SGD per month through September 2023. The salary ceiling increased to 914 SGD per month from October to December 2023, and then to 1,020 SGD per month for calendar year 2024. For Mr. Chong, CPF employer contribution was at 660 SGD per month through September 2023. The salary ceiling increased to 694 SGD per month from October to December 2023, and then to 782 SGD per month for calendar year 2024.
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46 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation of Named Executive Officers |
Grants of Plan-Based Awards Table for Fiscal Year 2024
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| Name | Type of Award | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Share Awards: Number of Shares or Units
(#) | All Other Option Awards: Number
of Securities Underlying Options
(#) | Exercise or
Base Price of
Option Awards
($/Share) | Grant Date
Fair Value of
Share and
Option Awards
($) |
Threshold (#) | Target (#) | Maximum (#) |
| William D. Mosley | EPB(1) | — | — | — | — | — | — | — | — |
| Time Option | 9/11/2023(2) | — | — | — | — | 141,600 | $64.31 | 2,553,855 |
| PSU | 9/11/2023(3) | 44,250 | 88,500 | 177,000 | | | | 5,340,975 |
RSU | 9/11/2023(4) | — | — | — | 53,100 | | | 3,124,404 |
PSU | 2/20/2024(5) | 11,808 | 23,615 | 47,230 | — | | | 1,928,165 |
| Gianluca Romano | EPB(1) | — | — | — | — | — | — | — | — |
| Time Option | 9/11/2023(2) | — | — | — | — | 72,320 | $64.31 | 1,304,342 |
| PSU | 9/11/2023(3) | 22,595 | 45,190 | 90,380 | — | — | — | 2,727,217 |
RSU | 9/11/2023(4) | — | — | — | 27,115 | — | — | 1,595,447 |
PSU | 2/20/2024(5) | 11,808 | 23,615 | 47,230 | — | — | — | 1,928,165 |
| Ban Seng Teh | EPB(1) | — | — | — | — | — | — | — | — |
| Time Option | 9/11/2023(2) | — | — | — | — | 42,180 | $64.31 | 760,746 |
| PSU | 9/11/2023(3) | 13,183 | 26,365 | 52,730 | — | — | — | 1,591,128 |
RSU | 9/11/2023(4) | — | — | — | 15,820 | | | 930,849 |
| PSU | 2/20/2024(5) | 5,905 | 11,810 | 23,620 | — | — | — | 964,287 |
John C. Morris | EPB(1) | — | — | — | — | — | — | — | — |
| PSU | 9/11/2023(3) | 7,533 | 15,065 | 30,130 | — | — | — | 909,173 |
RSU | 9/11/2023(4) | — | — | — | 15,065 | | | 886,425 |
| PSU | 2/20/2024(5) | 4,428 | 8,855 | 17,710 | — | — | — | 723,011 |
Kian Fatt Chong | EPB(1) | — | — | — | — | — | — | — | — |
| PSU | 9/11/2023(3) | 3,618 | 7,235 | 14,470 | — | — | — | 436,632 |
RSU | 9/11/2023(4) | — | — | — | 10,850 | | | 638,414 |
| PSU | 2/20/2024(5) | 4,428 | 8,855 | 17,710 | — | — | — | 723,011 |
(1) As previously disclosed, the Compensation and People Committee decided not to fund the EPB and to not award a bonus for fiscal year 2024.
(2) Unless otherwise indicated, options awarded during fiscal year 2024 under the 2022 EIP are subject to a four-year vesting schedule. 25% of the shares subject to the options vest one year after the grant date and then 1/48th of the shares subject to the options vest monthly thereafter, contingent on continuous service through the applicable vesting dates. For a description of the options, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Options.”
(3) Unless otherwise indicated, PSUs awarded during fiscal year 2024 under the 2022 EIP vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable financial and operational performance criteria. For a description of the PSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Performance Share Units.” In accordance with SEC rules, this represents the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For all PSUs, we have assumed the probable outcome of related performance conditions as defined by ASC 718 at target levels. The total aggregate grant-date fair value for these PSUs, assuming the achievement of the highest level of performance, is $10,681,950 for Dr. Mosley, $5,454,433 for Mr. Romano, $3,182,256 for Mr. Teh, $1,818,346 for Mr. Morris, and $873,265 for Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024.
(4) RSUs awarded during fiscal year 2024 under the 2022 EIP are subject to a four-year vesting schedule. 25% of the shares vest one year after the grant date and then 6.25% of the shares vest quarterly thereafter, contingent on continuous service through the applicable vesting dates. For a description of the RSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Restricted Share Units.”
(5) These special, one-time PSUs awarded during fiscal year 2024 under the 2022 EIP are subject to a two-year vesting schedule. 50% of the shares vest one year after the grant date and 50% of the shares vest on the second anniversary of the grant date, subject to both continuous service and the achievement of the applicable financial and operational performance criteria. For more information on the PSUs, refer to the section entitled "Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Executive Strategic Performance Share Unit Grant." In accordance with SEC rules, this represents the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 47 |
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| Compensation of Named Executive Officers |
estimated forfeitures. For all PSUs, we have assumed the probable outcome of related performance conditions as defined by ASC 718 at target levels. The total aggregate grant-date fair value for these PSUs, assuming the achievement of the highest level of performance, is $3,856,330 for Dr. Mosley and Mr. Romano, $1,928,573 for Mr. Teh, and $1,446,022 for Mr. Morris and Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024.
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth the outstanding equity awards held by the NEOs as of June 28, 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Share Awards | |
| Name | Grant
Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option
Exercise
Price
($) | Option
Expiration
Date | | Number of Shares or
Units of Stock That Have Not Vested
(#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |
| William D. Mosley | 9/10/2018(1) | 141,785 | — | 50.29 | 9/10/2025 | | - | - | |
9/9/2019(1) | 154,347 | — | 54.78 | 9/9/2026 | | | | |
9/9/2020(1) | 156,656 | 10,444 | 46.23 | 9/9/2027 | | | | |
9/9/2021(1) | 66,055 | 30,025 | 87.34 | 9/9/2028 | | | | |
9/9/2022(1) | 52,535 | 67,545 | 68.83 | 9/9/2029 | | | | |
9/11/2023(1) | — | 141,600 | 64.31 | 9/11/2030 | | | | |
9/9/2019(3) | | | | | | 13,006 | 1,343,130 | |
9/9/2020(3) | | | | | | 31,330 | 3,235,449 | |
9/9/2021(4) | | | | | | 60,045 | 6,200,847 | |
9/9/2022(4) | | | | | | 75,045 | 7,749,897 | |
9/11/2023(4) | | | | | | 88,500 | 9,139,395 | |
2/20/2024(5) | | | | | | 23,615 | 2,438,721 | |
9/9/2021(6) | | | | | | 18,013 | 1,860,203 | |
9/9/2022(7) | | | | | | 25,331 | 2,615,932 | |
9/11/2023(7) | | | | | | 53,100 | 5,483,637 | |
| Gianluca Romano | 9/9/2020(1) | 6,450 | 2,419 | 46.23 | 9/9/2027 | | | | |
9/9/2021(1) | 22,123 | 10,057 | 87.34 | 9/9/2028 | | | | |
9/9/2022(1) | 17,885 | 22,995 | 68.83 | 9/9/2029 | | | | |
9/11/2023(1) | — | 72,320 | 64.31 | 9/11/2030 | | | | |
9/9/2019(3) | | | | | | 3,614 | 373,218 | |
9/9/2020(3) | | | | | | 7,257 | 749,430 | |
9/9/2021(4) | | | | | | 20,110 | 2,076,760 | |
2/22/2022(8) | | | | | | 18,725 | 1,933,731 | |
9/9/2022(4) | | | | | | 25,550 | 2,638,549 | |
9/11/2023(4) | | | | | | 45,190 | 4,666,771 | |
2/20/2024(5) | | | | | | 23,615 | 2,438,721 | |
9/9/2021(6) | | | | | | 6,033 | 623,028 | |
2/22/2022(6) | | | | | | 28,086 | 2,900,441 | |
9/9/2022(7) | | | | | | 8,624 | 890,600 | |
9/11/2023(7) | | | | | | 27,115 | 2,800,166 | |
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48 | SEAGATE TECHNOLOGY HOLDINGS PLC | | | 2024 Proxy Statement |
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| Compensation of Named Executive Officers |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Share Awards | |
| Name | Grant
Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option
Exercise
Price
($) | Option
Expiration
Date | | Number of Shares or
Units of Stock That Have Not Vested
(#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |
| Ban Seng Teh | 3/22/2021(1) | 22,847 | 5,273 | 75.94 | 3/22/2028 | | | | |
9/9/2021(1) | 10,326 | 4,694 | 87.34 | 9/9/2028 | | | | |
9/9/2022(1) | 11,182 | 14,378 | 68.83 | 9/9/2029 | | | | |
9/11/2023(1) | — | 42,180 | 64.31 | 9/11/2030 | | | | |
3/22/2021(3) | | | | | | 3,514 | 362,891 | |
9/9/2021(4) | | | | | | 9,385 | 969,189 | |
9/9/2022(4) | | | | | | 15,970 | 1,649,222 | |
9/11/2023(4) | | | | | | 26,365 | 2,722,714 | |
2/20/2024(5) | | | | | | 11,810 | 1,219,619 | |
9/9/2020(6) | | | | | | 3,464 | 357,727 | |
9/9/2021(6) | | | | | | 2,816 | 290,808 | |
9/9/2022(7) | | | | | | 5,392 | 556,832 | |
9/11/2023(7) | | | | | | 15,820 | 1,633,731 | |
| John C. Morris | 9/9/2021(4) | | | | | | 7,540 | 778,656 | |
9/9/2022(4) | | | | | | 7,985 | 824,611 | |
9/11/2023(4) | | | | | | 15,065 | 1,555,763 | |
2/20/2024(5) | | | | | | 8,855 | 914,456 | |
9/9/2020(6) | | | | | | 3,848 | 397,383 | |
9/9/2021(6) | | | | | | 3,770 | 389,328 | |
9/9/2022(7) | | | | | | 4,492 | 463,889 | |
9/11/2023(7) | | | | | | 15,065 | 1,555,763 | |
| Kian Fatt Chong | 9/9/2021(4) | | | | | | 3,195 | 329,948 | |
9/9/2022(4) | | | | | | 2,150 | 222,031 | |
9/11/2023(4) | | | | | | 7,235 | 747,158 | |
2/20/2024(5) | | | | | | 8,855 | 914,456 | |
9/9/2020(6) | | | | | | 2,694 | 278,209 | |
9/9/2021(6) | | | | | | 2,396 | 247,435 | |
9/9/2022(7) | | | | | | 1,812 | 187,125 | |
9/11/2023(7) | | | | | | 10,850 | 1,120,480 | |
(1) Options are subject to a four-year vesting schedule. 25% of the shares subject to the options vest one year after the grant date, and then 1/48th of the shares subject to the options vest monthly thereafter, contingent on continuous service through the applicable vesting dates. For more information, see the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Options.”
(2) Value based on the closing price of our ordinary shares on June 28, 2024 of $103.27.
(3) These TPSU awards, issued under the 2012 Equity Incentive Plan ("2012 EIP"), the predecessor to the 2022 EIP, are subject to both continuous service and the satisfaction of the applicable performance vesting requirement. The first tranche vests no sooner than the first anniversary of the grant date, subject to satisfaction of the specified performance criterion. The remaining tranches continue to vest annually thereafter, subject to the achievement of the subsequent annual AEPS goal, with the ability to catch-up vest each year if the annual AEPS goal is not achieved in prior years. If threshold AEPS is not achieved, no awards will vest and the shares underlying the awards will be forfeited at the end of the performance period. The TPSU awards are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Threshold Performance Share Units.”
(4) These PSUs were issued under the 2012 EIP and the 2022 EIP. The PSUs vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable performance criteria. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. The PSUs are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Performance Share Units.”
(5) These special, one-time PSUs were issued under the 2022 EIP. The PSUs vest 50% each year in a two-year performance period, subject to both continuous service and the achievement of the applicable performance criteria. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. The PSUs are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Executive Strategic Performance Share Unit Grant."
(6) These RSUs were issued under the 2012 EIP and the 2022 EIP and are subject to a four-year vesting schedule. These RSUs vest 25% annually, contingent on continuous service.
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2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 49 |
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| Compensation of Named Executive Officers |
(7) These RSUs were issued under the 2022 EIP and are subject to a four-year vesting schedule. These RSUs vest 25% on the first anniversary of the grant date, and then in equal quarterly installments thereafter, contingent on continuous service. For a description of these RSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Restricted Share Units.”
(8) These retention PSUs for Mr. Romano were issued under the 2022 EIP. The PSUs vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable performance criteria - the attainment of certain specified 30-day average closing share prices at any point during the performance period. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. For a description of these RSUs, refer to the Company's 2022 Proxy Statement.
Option Exercises and Shares Vested for Fiscal Year 2024
| | | | | | | | | | | | | | | | | | | | |
| Option Awards | | Unit Awards | |
| Name | Number of Shares Acquired on Exercise
(#) | Value Realized On Exercise ($)(1) | | Number of Shares
Acquired on Vesting
(#) | Value Realized on Vesting ($)(2) | |
| William D. Mosley | 452,048 | $18,544,491 | | 112,872 | $7,465,377 | |
| Gianluca Romano | 61,895 | $1,894,030 | | 45,385 | $3,327,448 | |
| Ban Seng Teh | — | — | | 19,067 | $1,283,520 | |
| John C. Morris | — | — | | 18,422 | $1,233,275 | |
| Kian Fatt Chong | — | — | | 11,642 | $770,489 | |
(1) The value realized on exercise is the aggregate of the market value on each exercise date multiplied by the number of shares exercised on each such date less the total option price paid on such exercise date. Market value is defined as the sale price for same-day-sale exercises and as the closing market price of our ordinary shares on the date of the transaction for exercise-and-hold exercises.
(2) The value realized on vesting is the aggregate of the closing market price for our ordinary shares on each vesting date multiplied by the number of shares that vested on such day, or if a vest date was a non-market day, the closing market price for our ordinary shares on the prior market day.
Non-Qualified Deferred Compensation Plans
| | | | | | | | | | | | | | | | | |
| Name | Executive Contributions in Fiscal Year 2024 ($)(1) | Registrant
Contributions in Fiscal Year 2024
($) | Aggregate
Earnings in
Fiscal Year 2024
($) | Aggregate
Withdrawals/
Distributions
($) | Aggregate |
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