DEF 14A of Seagate Technology Holdings plc, Sep 5, 2023

DEF 14A of Seagate Technology Holdings plc

Filed Sep 5, 2023 · FY20230001137789-23-000062

Open on EDGAR

  1. Proposals 1(a) – 1(j) — Election of Each of the 11 Director Nominees

    Proposals 1(a) – 1(j) — Election of Each of the 11 Director Nominees

  2. Audit Committee Financial Expert

    | (a) Shankar Arumugavelu Age 52 Director since 2021 | Mr. Arumugavelu serves as the Senior Vice President and Chief Digital and Information officer of Verizon Communications Inc., leading Verizon’s technology organization with global responsibility for information technology strategy, architecture, development and management of information systems portfolio, continued evolution of digital platforms, data and advanced analytics, and operation of all supporting infrastructure since October 2017. During his multi-decade tenure with Verizon, he has established a proven track record for leading enterprise transformation in order to scale the business and drive 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 Information Officer of Verizon Wireless and Verizon Consumer Markets business units. 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, cyber security, information systems, data, analytics, and infrastructure expertise to our Board though his experience as a senior level executive in a large multi-national telecommunications corporation. | | (b) Prat S. Bhatt Age 56 Director since 2020 | Mr. Bhatt currently serves as Executive Advisor at Cisco Systems, Inc. (“Cisco”), a global technology company, and served as the Chief Accounting Officer from July 2009 through July 2023. 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 Mr. Bhatt served in various leadership roles of increasing importance at Cisco. Mr. Bhatt currently serves 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. Mr. Bhatt has 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. |

  3. Audit Committee Financial Expert

    | (c) Robert A. Bruggeworth Age 62 Director since 2022 | Mr. Bruggeworth has served as President and Chief Executive Officer at Qorvo, Inc, since December 2013. Prior to the merger of RFMD and TriQuint to form Qorvo, he served as President and Chief Executive Officer of RFMD from January 2003 to January 2015, having previously served in several senior management positions at RFMD beginning in September 1999. From July 1983 to April 1999, Mr. Bruggeworth held several manufacturing and engineering positions at AMP Inc. (now TE Connectivity LTD), a supplier of electrical and electronic connection devices, most recently as Divisional Vice President of Global Computer and Consumer Electronics based in Hong Kong. Mr. Bruggeworth currently serves on the board of directors of Qorvo Inc., and on the board of directors of MSA Safety Incorporated. Mr. Bruggeworth also serves as a director on the Semiconductor Industry Association. Expertise: As a seasoned CEO of a publicly traded semiconductor company, Mr. Bruggeworth has broad management and business experience including knowledge regarding relevant markets and customers, supply chain issues, human capital management, and other technology and operational expertise, along with additional board experience from his service on public company boards and at the Semiconductor Industry Association. | | (d) Judy Bruner Age 64 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. Within the past five years, 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 the audit committee, brings valuable experience to our Board. |

  4. Audit Committee Financial Expert

    | (e) Michael R. Cannon Age 70 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 previously served on the board of directors of Elster Group SE and within the past five years, on the board of directors of 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. | | (f) Richard L. Clemmer Age 72 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 Aptiv PLC and HP, Inc. Mr. Clemmer also serves on multiple private and non-profit boards. Within the past five years, Mr. Clemmer also served on the Board of Directors of 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. | | (g) Yolanda L. Conyers Age 56 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. 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 substantial expertise in talent management, including diversity, inclusion and leadership, global operations, technology industry and engineering, to our Board through her experience as a senior level executive in large multi-national corporations, including several companies in Seagate’s industry. |

  5. Audit Committee Financial Expert

    | (h) Jay L. Geldmacher Age 67 Director since 2012 | Mr. Geldmacher has served as president and CEO and a member of the board of directors of Resideo Technologies, Inc. since May 2020. Resideo is a global provider of smart home solutions providing safety, security and comfort, and is a global distributor of security and fire products. 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. 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. Within the past five years, Mr. Geldmacher has served on the board of directors of Verra Mobility and as an Executive Advisory Council Member for Vertiv. 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. | | (i) Dylan G. Haggart Age 36 Director since 2018 | 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. 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 is a director on the board of Fiserv, Inc., where he is a member of the Nominating and Corporate Governance Committee, as well as the Talent and Compensation Committee. 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. |

  6. Audit Committee Financial Expert

    | (j) William D. Mosley Age 57 Director since 2017 | Dr. Mosley has served as our CEO since October 2017 and as a member of the Board since July 25, 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. 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. | | (k) Stephanie Tilenius Age 56 Director since 2014 | Ms. Tilenius is a founder of and served as the CEO of Vida Health, Inc., a mobile continuous care platform for preventing, managing and overcoming chronic and mental health conditions deployed at Fortune 500 companies, large U.S. payers and healthcare providers, since January 2014. 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. She currently serves on the board of directors of ContextLogic (Wish) and Papa, and within the past five years, served on the board of directors of Tradesy, Coach Inc., Redbubble Limited and served as the Chair of the Advisory Board of the Harvard Business School California Research Center. Expertise: Ms. Tilenius is an experienced senior executive in the consumer internet sector. She contributes her leadership, strategic insight, digital and e-commerce expertise, and her experience as a company founder, to our Board, along with experience as a board member for other public and private companies. |

  7. Director Nominees Snapshot

    Director Nominees Snapshot

  8. Director Nominees Snapshot

    | Board Nominee Diversity Matrix | | | | | | Total Numbers 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 | | | |

  9. Director Nominees Snapshot

    | 16 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  10. Compensation of Directors

    Compensation of Directors

  11. Director Compensation and Share Ownership

    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 believes 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.

  12. Fiscal Year 2023 Non-Employee Director Compensation

    Fiscal Year 2023 Non-Employee Director Compensation The compensation paid or awarded to our non-employee directors as of June 30, 2023 for fiscal year 2023 is set forth in the table below.

  13. Fiscal Year 2023 Non-Employee Director Compensation

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Share Award ($)(2) | All Other Compensation ($) | Total ($) | | Mark W. Adams(3) | 44,231 | 0 | — | 44,231 | | Shankar Arumugavelu | 115,000 | 203,879 | — | 318,879 | | Prat S. Bhatt | 115,000 | 203,879 | — | 318,879 | | Robert A. Bruggeworth(4) | 73,929 | 173,722 | — | 247,651 | | Judy Bruner | 145,000 | 203,879 | — | 348,879 | | Michael R. Cannon | 195,000 | 259,472 | — | 454,472 | | Richard L. Clemmer(4) | 92,582 | 247,206 | — | 339,788 | | Yolanda L. Conyers | 107,798 | 203,879 | — | 311,677 | | Jay L. Geldmacher | 130,605 | 203,879 | — | 334,484 | | Dylan G. Haggart(5) | 110,000 | 203,879 | — | 313,879 | | Stephanie Tilenius | 115,000 | 203,879 | — | 318,879 | | Edward J. Zander(6) | 130,000 | 203,879 | — | 333,879 |

  14. Fiscal Year 2023 Non-Employee Director Compensation

    (1) The Board is taking 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 2023 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

  15. Fiscal Year 2023 Non-Employee Director Compensation

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 27 |

  16. Fiscal Year 2023 Non-Employee Director Compensation

    director. See Note 11, “Share-Based Compensation” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2023 regarding assumptions underlying valuation of equity awards. Additional information regarding the RSUs awarded to or held by each non-employee director on the last day of fiscal year 2023 is set forth in the table below. (3) Mr. Adams retired from the Board as of the end of the 2022 AGM and did not stand for re-election. Due to our AGM being held in October, Mr. Adams received a pro-rata payment for his service on the Board from the beginning of fiscal year 2023 through the date of the 2022 AGM. (4) Mr. Clemmer and Mr. Bruggeworth joined the board in August 2022 and November 2022, respectively. Consequently, their cash retainer fees earned for fiscal year 2023 were pro-rated. In addition, Mr. Clemmer two Share Awards in fiscal year 2023: his initial award for joining the Board in August 2022 (vesting upon the 2022 AGM), and his annual grant upon election to the Board granted at the 2022 AGM (and set to vest at the 2023 AGM). (5) As a partner at ValueAct Capital, Mr. Haggart relinquished all cash and vested equity compensation received for service on our Board to the limited partners of ValueAct Capital Master Fund, L.P., with the exception of 7,870 ordinary shares that he held in his own name. (6) Mr. Zander is retiring from the Board as of the end of the 2023 AGM and will not stand for re-election. The aggregate number of outstanding equity awards for each of our non-employee directors as of June 30, 2023 is set forth in the table below.

  17. Fiscal Year 2023 Non-Employee Director Compensation

    | Name of Director | Aggregate Number of Outstanding Awards(1) | | Shankar Arumugavelu | 3,803 | | Prat S. Bhatt | 3,803 | | Robert Bruggeworth | 3,626(2) | | Judy Bruner | 3,803 | | Michael R. Cannon | 4,840 | | Richard Clemmer | 3,803 | | Yolanda L. Conyers | 3,803 | | Jay L. Geldmacher | 3,803 | | Dylan G. Haggart | 3,803(3) | | Stephanie Tilenius | 3,803 | | Edward J. Zander | 3,803(4) |

  18. Fiscal Year 2023 Non-Employee Director Compensation

    (1) Represents outstanding RSUs awarded to our non-employee directors on October 24, 2022. (2) Mr. Bruggeworth joined our Board in November 2022. Amount represents outstanding RSUs awarded to him on November 9, 2022. (3) As a partner at ValueAct Capital, Mr. Haggart relinquished all vested equity compensation received to the limited partners of ValueAct Capital Master Fund, L.P., with the exception of 7,870 ordinary shares held in his own name. (4) Mr. Zander is retiring from the Board as of the end of the 2023 AGM and will not stand for re-election.

  19. Fiscal Year 2023 Non-Employee Director Compensation

    | 28 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  20. Fiscal Year 2023 Non-Employee Director Compensation

    Proposal 2 – Approve, in an Advisory, Non-Binding Vote, the Compensation of the Company's Named Executive Officers ("Say-On-Pay"). 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 2023, 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 this fiscal year 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 2023, 50% of the long-term equity incentive award to our NEOs including the CEO was 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, relative total shareholder return, increasing the percentage of women in leadership and the reduction of greenhouse gases. ■Compensation unrelated to performance is limited. We do not have “golden parachutes,” single trigger change of control severance provisions, executive retirement plans or excise or 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.

  21. Fiscal Year 2023 Executive Compensation Practices

    | | WHAT WE DO | WHAT WE DON’T DO | | ✓ | A target of 50% of long-term equity incentives granted to our NEOs in connection with the annual performance review cycle are performance-based.X | No “single trigger” change in control benefits | | ✓ | Caps on performance-based cash and equity incentive compensation for our executive officersX | No golden parachute excise tax reimbursements or 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 metricsX | No guaranteed salary increases for our executive officers | | ✓ | A majority of total executive target compensation is “at-risk” and dependent on corporate performanceX | No defined benefit pension plan or supplemental executive pension plan | | ✓ | Clawback provisions on incentive equity compensationX | No re-pricing of options without shareholder approval | | ✓ | Annual as well as periodic review of, and determination upon, our compensation strategy by the Compensation and People CommitteeX | No dividend equivalents on unvested equity awards | | ✓ | 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 | | | ✓ | Meaningful share ownership requirements for executive officers and directors | | | ✓ | Independent compensation consultant engaged by the Compensation and People Committee | | | ✓ | Annual risk assessment of our compensation programs and practices | |

  22. Role of Our Compensation and People Committee

    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 of Human Resources and her staff, and an independent executive compensation consultant, as described below.

  23. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation and People Committee retained Semler Brossy as its independent consultant for advice and counsel during fiscal year 2023 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 2023 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 2023. The

  24. Role of the Compensation Consultant

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 33 |

  25. Role of the Compensation Consultant

    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.

  26. Role of our CEO and Management in the Compensation Process

    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. 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 of Human Resources 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.

  27. Executive Market Comparison Peer Group and Benchmark Philosophy

    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 the Executive Peer Group with recommendations from the Compensation Consultant. For fiscal year 2023, Xerox Holdings Corp was removed from the Executive Peer Group. 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;

  28. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 34 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  29. Executive Market Comparison Peer Group and Benchmark Philosophy

    ■market value of at least 0.5 times 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. For fiscal year 2024, we instituted a cap on our market value criteria to at least 8x that of Seagate. As a result, Advanced Micro Devices, Inc. will be removed from our peer group and Skyworks Solutions, Inc. will be included. 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 2023 included the following companies(1):

  30. Executive Market Comparison Peer Group and Benchmark Philosophy

    | FY2023 Executive Peer Group | | | | | Advanced Micro Devices, Inc. (AMD) | Flex Ltd. (FLEX) | KLA Corporation (KLAC) | Motorola Solutions, Inc. (MSI) | | 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) | Western Digital Corporation (WDC) | | | | | Zebra Technologies Corporation (ZBRA) |

  31. Executive Market Comparison Peer Group and Benchmark Philosophy

    | | TTM Sales ($M)(1) | FYE Sales ($M)(1) | Market Value ($M)(1) | | Peer Group Median | 10,531 | 8,612 | 42,376 | | Peer Group Average | 13,360 | 12,386 | 55,110 | | Seagate Technology Holdings plc | 11,482 | 10,681 | 21,256 |

  32. Executive Market Comparison Peer Group and Benchmark Philosophy

    (1)Based on information available as of November 29, 2021, which was the most recent available data at the time the fiscal year 2023 peer group was approved in January 2022.

  33. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 35 |

  34. Implementation of the EPB Plan

    Implementation of the EPB Plan In fiscal year 2023, all executive officers participated in our Executive Performance Bonus Plan (“EPB”), which replaced the Executive Officer Performance Bonus Plan ("EOPB"). The EPB was effective July 2, 2022 and is intended to promote achievement of the annual financial and operating performance metrics set by the Compensation and People Committee. The Compensation and People Committee believes that EPB awards provide additional means of preserving cash for growth and align the interests of our NEOs with those of our stockholders using performance-based compensation. The key difference between the new EPB and its predecessor plan is the ability to pay out the incentive bonus plan in RSUs in lieu of cash compensation, such that EPB awards may incorporate stock price performance into bonus payment value. Specifically, unless otherwise determined by the Compensation and People Committee, executives participating in the EPB will receive an RSU with a value at grant equal to the amount of any bonus earned under the EPB based on achievement of applicable performance metrics and vesting fully on the first anniversary of the grant date. At the same time, EPB participants are eligible to receive an additional RSU with a value at grant equal to 30% of the amount of any bonus earned under the EPB and also subject to a one-year vesting schedule. Such 30% premium is applied because, under the EPB, payment of the annual incentive award for a completed fiscal year will be made in Company ordinary shares approximately one year later than the time that cash bonuses were paid under the predecessor plan. For employees who terminate prior to the vesting of their award, the 30% premium is forfeited, and provided that the employee's termination was not for cause, the base bonus amount is then paid in cash at termination. For more information, please see the EPB Plan filed with the SEC as Exhibit 10.2 to our Quarterly Report on Form 10-Q on April 28, 2022. In January 2022, before the EPB annual incentive goals were established, the Compensation and People Committee determined to award a one-time RSU grant for Vice Presidents and above, (consisting of approximately 90 executives), including the NEOs, to recognize the change in the payout vehicle for the upcoming performance year. The grant was calibrated at 50% of their target bonus percent, had a grant date of September 9, 2022, and vest 100% on September 9, 2023 (assuming continued service to the Company). The intent of this one-time award was to help bridge the vesting/cash flow gap experience for participating executives and executive officers in shifting the payment of annual performance bonuses from (a) cash immediately after the fiscal year to (b) RSUs with a one-year vest. Due to the competitive labor market for highly skilled technology executive talent at the time of the transition, the Compensation and People Committee was concerned that the transition would increase retention risk for the impacted executives. This grant was designed to address the retention issue by providing some liquidity to recipients who remain employed through the vesting date which was at approximately the same time as the fiscal year 2023 bonus would have been paid out under the predecessor bonus plan, if earned. If under the terms of the RSU award agreement dividend equivalents accrue, such dividend equivalents are subject to the same vesting conditions as the RSUs, and, therefore, no dividend equivalent payment, if any, will be paid to the employee on any ordinary shares underlying the RSUs until the RSUs vest. The transition grant is forfeited upon termination in accordance with the 2022 Equity Incentive Plan and applicable award agreements.

  35. Implementation of the EPB Plan

    | Named Executive Officer | FY2023 Base Salary ($) | Target Bonus Percentage (%) | Transition Grant as a Percent of Base Salary (%) | Grant Value ($)(1) | | William D. Mosley | 1,100,008 | 150 | 75 | 696,694 | | Gianluca Romano | 715,000 | 100 | 50 | 302,077 | | Ban Seng Teh(2) | 558,988 | 100 | 50 | 229,698 | | Katherine E. Schuelke | 514,987 | 85 | 43 | 185,080 | | Jeffrey D. Nygaard | 480,002 | 100 | 50 | 202,927 | | Ravi Naik | 470,018 | 100 | 50 | 198,631 |

  36. FY2023 Executive Performance Bonus

    FY2023 Executive Performance Bonus The target bonus percentage for each executive officer was based on the competitive marketplace and the executive officer’s role, as well as taking internal pay equity into consideration. Actual payments under the EPB may be above or below this level, based on the executive officer’s performance versus pre-established goals. Individual awards paid to each executive officer, except the CEO, are determined by the Compensation and People Committee. Based on the recommendation of the Compensation and People Committee, the independent directors of the Board determine the CEO’s target bonus percentage and the actual award based on the CEO’s performance versus pre-established goals. The Committee has no discretion to increase the amount of an NEOs bonus award but retains the discretion to reduce the actual bonus payments made to an NEO. Any individual bonuses payable to our NEOs are based upon each NEO’s target bonus expressed as a percentage of base salary. For fiscal year 2023, there were no changes to the target bonus percentages from the prior fiscal year: ■Dr. Mosley had a target bonus equal to 150% of his base salary in his role as CEO; ■Messrs. Romano, Teh, Nygaard, and Naik had a target bonus equal to 100% of their annual base salary in their roles as Executive Vice Presidents; and ■Ms. Schuelke had a target bonus equal to 85% of her annual base salary in her role as Senior Vice President. The funding level for fiscal year 2023 was determined based on the Company’s actual performance with respect to attainment of specified levels of the following financial and operating-performance metrics: ■revenue; and ■adjusted operating margin (defined as adjusted operating income, divided by revenue) (“AOM”). The achievement level is then modified by: ■year-over-year revenue growth; and ■our Total Customer Experience (“TCE”) metric, which is a measure of our customers’ overall satisfaction with their Seagate experience, from product quality to responsiveness of service. While we track many financial, operating and strategic performance metrics throughout the year, the combination of AOM and revenue are considered key measures of our success in achieving profitable growth and were selected for fiscal year 2023 to continue to align payouts under the EPB with the Company’s profitability year-over-year. Adjusted operating income, used to determine AOM for purposes of the EPB, is defined as operating income adjusted to exclude the impact of (a) material, unusual or non-recurring gains and losses, accounting charges or other extraordinary events that were not foreseen at the time the performance targets were established, as publicly reported in the Company’s U.S. Non-GAAP financial measures each quarter and (b) variable cash compensation expense. Any adjustment factors for AOM at the end of the fiscal year are reviewed and decided upon by the Compensation and People Committee. The revenue and AOM achievement level is then modified by year-over-year revenue growth and TCE. The year-over-year revenue growth modifier was introduced in fiscal year 2021 to maintain accountability for year-over-year growth expectations. TCE is comprised of two customer satisfaction measurements, which are evaluated quarterly: ■Quarterly Business Review (“QBR”): Customers provide a ranking of Seagate against its competitors through customer scorecards; and ■Net Promoter Score (“NPS”): A Best-in-Class standard consumer measure that indicates if end users are satisfied with their experience of the Seagate brand. The target AOM for fiscal year 2023 was established with a threshold performance level of 13.9%, and once the Company meets or exceeds the threshold AOM, the combination of revenue and AOM determines preliminary funding for the bonus pool.

  37. FY2023 Executive Performance Bonus

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 39 |

  38. FY2023 Executive Performance Bonus

    On July 18, 2023, the Compensation and People Committee certified the achievement level of the Company’s relevant annual financial and operating-performance metrics, which are used for calculating the level of EPB bonus pool funding for fiscal year 2023. The AOM performance level was 5.6%, and the performance threshold was not met; therefore, the Company will not award a bonus for fiscal year 2023.

  39. FY2023 Executive Performance Bonus

    | Metric | Threshold | 2023 Performance | Payout Percentage of Target | | Adjusted Operating Margin | 13.9% | 5.60% | — | | Revenue (if AOM threshold is met) | AOM threshold not met | 7,384 | — | | Modifiers: | | | | | YoY revenue growth | | (10.00)% | — | | Total Customer Experience | | 8.75% | — |

  40. Long-Term Equity Incentives

    Long-Term Equity Incentives In fiscal year 2023, 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. 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 2023, the equity awards made to Dr. Mosley and Messrs. Romano, Teh, Nygaard, and Naik, 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 “FY2023 PSU Award”). The equity awards made to Ms. Schuelke, in her role as SVP, were comprised of 50% time-based RSUs and 50% FY2023 PSU Award. 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.

  41. Share Awards

    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. If under the terms of the RSU award agreement dividend equivalents accrue, such dividend equivalents are subject to the same vesting conditions as the RSUs, and, therefore, no dividend equivalent payment, if any, will be paid to the employee on any ordinary shares underlying the RSUs until the RSUs vest. Fiscal Year 2023 Performance Share Units The fiscal year 2023 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) a factor based on the Company’s rTSR percentile compared with the Executive Peer Group, (b) a factor based on the percentage of women in leadership roles and (c) a factor based on the Company’s percentage reduction of greenhouse gas emissions. 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, percentage of women in leadership roles, and reduction of greenhouse gas emissions 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 multiplied by (1 minus the average tax rate), divided by (ii) (x) adjusted net plant, property and equipment plus total current assets minus cash and cash equivalents, minus (y) current liabilities with the exclusion of the current portion of long-term debt. All values represent U.S. GAAP results except adjusted operating income 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 leasing. For fiscal year 2023, the rTSR modifier was interpolated and set between 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 may vest ranges from 33.8% of the target number of PSUs (assuming ROIC, percentage of women in leadership, and reduction of greenhouse gas emissions are at the threshold level, and relative TSR is equal or below the 25th percentile of the Executive Peer Group) and in no event will exceed 200% of the target number of PSUs. The specific ROIC, percentage of women in leadership, and reduction of greenhouse gas emissions 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. If under the terms of the PSU award agreement dividend equivalents accrue during the vesting period, such dividend equivalents are subject to the same vesting conditions as the PSUs. Consequently, no dividend equivalent payments, if any, will be paid to the employee on any of the ordinary shares underlying the PSUs until the PSUs vest. Fiscal Year 2020 Performance Share Units In fiscal year 2020, we granted PSUs (“FY2020 PSUs”) to Dr. Mosley, Messrs. Nygaard, Romano, Naik and Teh and Ms. Schuelke that were eligible to vest after the end of a three-year performance period ending on July 1, 2022 for ROIC and September 2, 2022 for rTSR (i.e., during fiscal year 2023), 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 FY2020 PSUs’ performance period was $48.97 and our ending average share price was $87.64 (assuming dividends were reinvested). Therefore, our rTSR over the performance period was 78.96% and our shares performed at the 75th percentile relative to the companies in the fiscal year 2020 Executive Peer Group, which resulted in a modifier of 125%. The Compensation and People Committee certified the level of

  42. Share Awards

    | Average ROIC | Threshold | Target | Maximum | Actual | | 3-Year Average Annual Return on Invested Capital (ROIC) | < 45% | 70% | ≥ 95% | 79% | | Vesting Level (% of Target) | 0% | 100% | 160% | 120% | | rTSR Modifier | Threshold | Target | Maximum | Actual | | Relative Total Shareholder Return Percentile | ≤ 25th%ile | 50th%ile | ≥ 75th%ile | 75th%ile | | rTSR %ile Modifier(1) | 75% | 100% | 125% | 125% | | Overall Results | | | | 150% |

  43. Share Awards

    (1)With interpolation between points. The certification of the relevant financial performance metrics for the FY2021 PSUs granted to our NEOs, which have a three-year performance period, was not completed in advance of the filing date of this Proxy Statement. 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 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. If under the terms of the TPSU award agreement dividend equivalents accrue during the vesting period, such dividend equivalents are subject to the same vesting conditions as the TPSUs. Consequently, no dividend equivalent payment, if any, will be paid to the employee on any of the ordinary shares underlying the TPSUs until the TPSUs vest. Our AEPS performance for fiscal year 2023 did not meet the $1.00 AEPS threshold; therefore, vesting will be delayed until the threshold has been met as described above.

  44. Benefits and Perquisites

    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. 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 do consider the value of perquisites in assessing the competitiveness of our total compensation package to that of Executive Peer Group companies.

  45. Non-Qualified Deferred Compensation Plan

    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

  46. Non-Qualified Deferred Compensation Plan

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 43 |

  47. Non-Qualified Deferred Compensation Plan

    account shall generally be distributed to the participant in a lump sum not later than the thirtieth day following the change in control.

  48. Long Term International (Expatriate) Assignment Policy

    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. Mr. Nygaard received the standard benefits under the LTIA Policy for his assignment in Thailand. This included certain tax equalization payments or reimbursements that the Company makes for expatriates to ensure that the assignment is tax neutral to the employee, which are determined after calculations are prepared by the Company’s accountants. The total estimated payments made in fiscal year 2023 for Mr. Nygaard’s benefits under the LTIA Policy is $530,860.04 as described in footnote 12 to the Summary Compensation Table for fiscal year 2023 in this Proxy Statement. Final actual cost is not known at the time of this filing due to pending tax calculations, which can only be completed at a later date. This benefit did not continue post termination.

  49. Severance and Change in Control Benefits

    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 Eighth 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.

  50. Severance and Change in Control Benefits

    | 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 | | 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 |

  51. Severance and Change in Control Benefits

    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 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);

  52. Severance and Change in Control Benefits

    | 44 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  53. Severance and Change in Control Benefits

    ■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 three times the sum of the executive’s base salary and target cash bonus. 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.”

  54. Summary Compensation Table

    Summary Compensation Table

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | William D. Mosley Chief Executive Officer | 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 | | | 2021 | 1,100,008 | — | 7,054,961 | 1,474,825 | 2,005,095 | 6,300 | 11,641,189 | | Gianluca Romano Executive Vice President and Chief Financial Officer | 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 | | | 2021 | 600,018 | — | 1,633,956 | 341,566 | 729,141 | 7,400 | 3,312,081 | | Ban Seng Teh(4) Executive Vice President, Global Sales and Sales Operations | 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 | | | 2021 | 500,170 | — | 1,312,067 | 485,877 | 519,471 | 18,040 | 2,835,625 | | Katherine E. Schuelke(5) Senior Vice President, Chief Legal Officer and Company Secretary | 2023 | 491,882 | — | 1,205,004 | — | — | 7,500 | 1,704,386 | | Jeffrey D. Nygaard (Former) Executive Vice President, Operations and Technology | 2023 | 489,232 | — | 1,838,286 | 441,677 | — | 1,336,863 | 4,106,058 | | | 2022 | 480,002 | — | 2,350,180 | 586,528 | 578,210 | 1,057,619 | 5,052,539 | | | 2021 | 480,002 | — | 1,633,956 | 341,566 | 583,298 | 283,261 | 3,322,083 | | Ravi Naik (Former) Executive Vice President, Storage Services and Chief Information Officer | 2023 | 372,399 | — | 1,833,990 | 441,677 | — | 790,050 | 3,438,116 | | | 2022 | 470,018 | — | 1,807,505 | 451,143 | 566,183 | 7,164 | 3,302,013 | | | 2021 | 442,318 | — | 1,698,875 | 777,542 | 571,165 | 7,790 | 3,497,690 |

  56. Summary Compensation Table

    (1)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 2023, assuming the achievement of the highest level of performance, is $9,662,794 for Dr. Mosley, $3,289,818 for Mr. Romano, $2,056,298 for Mr. Teh, and $1,028,148 for Ms. Schuelke. For additional information on the 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 2023. (2)Represents amounts payable under the EOPB, the predecessor to the EPB that was introduced for fiscal year 2023. For a description of the EOPB and EPB, refer to the section above entitled “Annual Incentive Plan—Implementation of the EPB Plan.” (3) Amounts reported in the “All Other Compensation” column are itemized in the supplemental “All Other Compensation for Fiscal Year 2023” table below. (4)Based on the Singapore dollar (“SGD”) period-end foreign exchange rate for fiscal year 2023 of 0.737435935, as of June 30, 2023. (5)Ms. Schuelke was not an NEO in fiscal year 2022 or 2021.

  57. Summary Compensation Table

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 47 |

  58. Grants of Plan-Based Awards Table for Fiscal Year 2023

    Grants of Plan-Based Awards Table for Fiscal Year 2023

  59. Grants of Plan-Based Awards Table for Fiscal Year 2023

    | 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) | — | — | 1,650,012 | 3,300,024 | — | — | — | — | | | Time Option | 9/9/2022(2) | — | — | — | — | 120,080 | $68.83 | 2,074,982 | | | PSU | 9/9/2022(3) | — | 75,045 | 150,090 | | | | 4,831,397 | | | RSU - 1 yr | 9/9/2022(4) | | | | 10,540 | | | 696,694 | | | RSU | 9/9/2022(5) | | | | 45,030 | | | 2,852,651 | | Gianluca Romano | EPB(1) | — | — | 715,000 | 1,430,000 | — | — | — | — | | | Time Option | 9/9/2022(2) | — | — | — | — | 40,880 | $68.83 | 706,406 | | | PSU | 9/9/2022(3) | — | 25,550 | 51,100 | — | — | — | 1,644,909 | | | RSU - 1 yr | 9/9/2022(4) | — | — | — | 4,570 | — | — | 302,077 | | | RSU | 9/9/2022(5) | — | — | — | 15,330 | — | — | 971,156 | | Ban Seng Teh | EPB(1) | — | — | 558,988 | 1,117,976 | — | — | — | — | | | Time Option | 9/9/2022(2) | — | — | — | — | 25,560 | $68.83 | 441,677 | | | PSU | 9/9/2022(3) | — | 15,970 | 31,940 | — | — | — | 1,028,149 | | | RSU - 1 yr | 9/9/2022(4) | | | | 3,475 | | | 229,698 | | | RSU | 9/9/2022(5) | — | — | — | 9,585 | — | — | 607,210 | | Katherine E. Schuelke | EPB (1) | — | — | 437,739 | 875,478 | — | — | — | — | | | PSU | 9/9/2022(3) | — | 7,985 | 15,970 | — | — | — | 514,074 | | | RSU - 1 yr | 9/9/2022(4) | | | | 2,800 | | | 185,080 | | | RSU | 9/9/2022(5) | — | — | — | 7,985 | — | — | 505,850 | | Jeffrey D. Nygaard | EPB(1) | — | — | 480,002 | 960,004 | — | — | — | — | | | Time Option | 9/9/2022(2) | — | — | — | — | 25,560 | $68.83 | 441,677 | | | PSU | 9/9/2022(3) | — | 15,970 | 31,940 | — | — | — | 1,028,149 | | | RSU - 1 yr | 9/9/2022(4) | | | | 3,070 | | | 202,927 | | | RSU | 9/9/2022(5) | — | — | — | 9,585 | — | — | 607,210 | | Ravi Naik | EPB(1) | — | — | 470,018 | 940,036 | — | — | — | — | | | Time Option | 9/9/2022(2) | — | — | — | — | 25,560 | $68.83 | 441,677 | | | PSU | 9/9/2022(3) | — | 15,970 | 31,940 | — | — | — | 1,028,149 | | | RSU - 1 yr | 9/9/2022(4) | | | | 3,005 | | | 198,631 | | | RSU | 9/9/2022(5) | — | — | — | 9,585 | — | — | 607,210 |

  60. Grants of Plan-Based Awards Table for Fiscal Year 2023

    (1)Represents the potential range of payments for fiscal year 2023 for the NEOs under the EPB. This range varied based on the individual’s position and target bonus as a percentage of fiscal year 2023 ending base salary (150% percent of base salary for Dr. Mosley, 100% for Messrs. Romano, Teh, Nygaard, Naik, and 85% for Ms. Schuelke). For a description of the EPB, refer to the section above entitled “Annual Incentive Plan—Executive Performance Bonus.” For avoidance of doubt, target is assumed at prior to temporary salary reduction, as described in the section entitled "Compensation Discussion and Analysis - Annual Base Salary". (2)Unless otherwise indicated, options awarded during fiscal year 2023 under the 2022 EIP are subject to a four-year vesting schedule. 25% of the shares subject to the option vest one-year after the grant date and then 1/48th of the shares subject to 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 2023 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-

  61. Grants of Plan-Based Awards Table for Fiscal Year 2023

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 49 |

  62. Grants of Plan-Based Awards Table for Fiscal Year 2023

    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 $9,662,794 for Dr. Mosley, $3,289,818 for Mr. Romano, $2,056,298 for Mr. Teh, $1,028,149 for Ms. Schuelke, $2,056,298 for Mr. Nygaard, and $2,056,298 for Mr. Naik. For additional information on the 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 2023. (4)RSUs awarded during fiscal year 2023 under the 2022 EIP are subject to a one-year vesting schedule. 100% of the shares vest one year after the grant date, contingent on continuous service through the vest date. For a description of the RSUs, refer to the section entitled “Compensation Discussion and Analysis—Annual Incentive Plan-Executive Performance Bonus— Implementation of the EPB Plan." (5)RSUs awarded during fiscal year 2023 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.”

  63. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of June 30, 2023.

  64. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | 9/9/2016(1) | 198,860 | — | 36.09 | 9/9/2023 | - | - | | | 9/11/2017(1) | 253,188 | — | 30.95 | 9/11/2024 | | | | | 9/10/2018(1) | 141,785 | — | 50.29 | 9/10/2025 | | | | | 9/9/2019(1) | 144,700 | 9,647 | 54.78 | 9/9/2026 | | | | | 9/9/2020(1) | 114,881 | 52,219 | 46.23 | 9/9/2027 | | | | | 9/9/2021(1) | 42,035 | 54,045 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | — | 120,080 | 68.83 | 9/9/2029 | | | | | 9/9/2019(3) | | | | | 13,006 | 804,681 | | | 9/9/2020(4) | | | | | 104,435 | 6,461,393 | | | 9/9/2020(3) | | | | | 31,330 | 1,938,387 | | | 9/9/2021(4) | | | | | 60,045 | 3,714,984 | | | 9/9/2022(4) | | | | | 75,045 | 4,643,034 | | | 9/9/2021(5) | | | | | 27,019 | 1,671,666 | | | 9/9/2022(7) | | | | | 10,540 | 652,110 | | | 9/9/2022(6) | | | | | 45,030 | 2,786,006 | | Gianluca Romano | 2/20/2019(1) | 28,791 | — | 45.89 | 2/20/2026 | — | — | | | 9/9/2019(1) | 14,298 | 2,681 | 54.78 | 9/9/2026 | | — | | | 9/9/2020(1) | 12,900 | 12,094 | 46.23 | 9/9/2027 | | — | | | 9/9/2021(1) | 14,078 | 18,102 | 87.34 | 9/9/2028 | | — | | | 9/9/2022(1) | — | 40,880 | 68.83 | 9/9/2029 | | — | | | 9/9/2019(3) | | | | | 3,614 | 223,598 | | | 9/9/2020(4) | | | | | 24,185 | 1,496,326 | | | 9/9/2020(3) | | | | | 7,257 | 448,991 | | | 9/9/2021(4) | | | | | 20,110 | 1,244,206 | | | 2/22/2022(8) | | | | | 18,725 | 1,158,516 | | | 9/9/2022(4) | | | | | 25,550 | 1,580,779 | | | 9/9/2021(5) | | | | | 9,049 | 559,862 | | | 2/22/2022(5) | | | | | 42,128 | 2,606,459 | | | 9/9/2022(6) | | | | | 4,570 | 282,746 | | | 9/9/2022(7) | | | | | 15,330 | 948,467 |

  65. Outstanding Equity Awards at Fiscal Year-End

    | 50 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  66. Outstanding Equity Awards at Fiscal Year-End

    | | | 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) | 15,817 | 12,303 | 75.94 | 3/22/2028 | | | | | 9/9/2021(1) | 6,571 | 8,449 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | — | 25,560 | 68.83 | 9/9/2029 | | | | | 9/9/2020(4) | | | | | 5,940 | 367,508 | | | 3/22/2021(3) | | | | | 3,514 | 217,411 | | | 9/9/2021(4) | | | | | 9,385 | 580,650 | | | 9/9/2022(4) | | | | | 15,970 | 988,064 | | | 9/9/2019(5) | | | | | 2,340 | 144,776 | | | 9/9/2020(5) | | | | | 6,928 | 428,635 | | | 9/9/2021(5) | | | | | 4,223 | 261,277 | | | 9/9/2022(6) | | | | | 3,475 | 214,998 | | | 9/9/2022(7) | | | | | 9,585 | 593,024 | | Katherine E. Schuelke | 7/20/2017(1) | 21,505 | — | 39.42 | 7/20/2024 | | | | | 9/9/2020(4) | | | | | 6,600 | 408,342 | | | 9/9/2021(4) | | | | | 7,540 | 466,500 | | | 9/9/2022(4) | | | | | 7,985 | 494,032 | | | 9/9/2019(5) | | | | | 1,808 | 111,861 | | | 9/9/2020(5) | | | | | 7,696 | 476,152 | | | 9/9/2021(5) | | | | | 5,655 | 349,875 | | | 9/9/2022(6) | | | | | 2,800 | 173,236 | | | 9/9/2022(7) | | | | | 7,985 | 494,032 | | Jeffrey D. Nygaard(9) | 9/10/2018(1) | 33,361 | — | 50.29 | 9/23/2023 | | | | | 9/9/2021(1) | 12,206 | — | 87.34 | 9/23/2023 | | | | Ravi Naik(9) | 3/22/2021(1) | 22,500 | — | 75.94 | 7/3/2023 | | | | | 9/9/2021(1) | 8,047 | — | 87.34 | 7/3/2023 | | |

  67. Outstanding Equity Awards at Fiscal Year-End

    (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 30, 2023 of $61.87. (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 vesting each year if the annual AEPS goal is not achieved. 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 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. (6)These RSUs were issued under the 2022 EIP and are subject to a one-year vesting schedule. These units vest 100% on the first anniversary of the grant date, contingent on continuous service. For a description of these RSUs, refer to the section entitled “Compensation Discussion and Analysis—Annual Incentive Plan- Executive Performance Bonus — Implementation of the EPB Plan.” (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

  68. Outstanding Equity Awards at Fiscal Year-End

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 51 |

  69. Outstanding Equity Awards at Fiscal Year-End

    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 an 30-day average closing share price. 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 2022 Proxy Statement. (9)Mr. Nygaard's employment with the Company ended effective June 23, 2023, and Mr. Naik's employment with the Company ended effective April 3, 2023. Each of Messrs. Nygaard and Naik have three months following the termination of their employment to exercise any vested and unexercised options with such exercise period ending on September 23, 2023 and July 3, 2023, respectively. All unvested equity was forfeited upon termination of employment.

  70. Option Exercises and Shares Vested for Fiscal Year 2023

    Option Exercises and Shares Vested for Fiscal Year 2023

  71. Option Exercises and Shares Vested for Fiscal Year 2023

    | | 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 | | | 186,350 | 12,818,311 | | Gianluca Romano | | | 87,356 | 5,939,842 | | Ban Seng Teh | | | 20,114 | 1,369,276 | | Katherine E. Schuelke | | | 19,006 | 1,307,729 | | Jeffrey D. Nygaard | 149,289 | 2,382,510 | 53,616 | 3,688,122 | | Ravi Naik | 63,120 | 1,576,581 | 22,729 | 1,540,546 |

  72. Option Exercises and Shares Vested for Fiscal Year 2023

    (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.

  73. Non-qualified Deferred Compensation Plans

    Non-qualified Deferred Compensation Plans

  74. Non-qualified Deferred Compensation Plans

    | Name | Executive Contributions in Fiscal Year 2023 ($)(1) | Registrant Contributions in Fiscal Year 2023 ($) | Aggregate Earnings in Fiscal Year 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year 2023 End ($)(2) | | William D. Mosley | — | — | 40,122 | — | 437,355 | | Gianluca Romano | — | — | — | — | — | | Ban Seng Teh | — | — | — | — | — | | Katherine E. Schuelke | — | — | — | — | — | | Jeffrey D. Nygaard | — | — | 71 | — | 1,119,287 | | Ravi Naik | 623,380 | — | 299,148 | — | 2,343,056 |

  75. Non-qualified Deferred Compensation Plans

    (1)Amount is included in fiscal year 2023 compensation in the “Salary” column of the Summary Compensation Table for fiscal year 2023. (2)Includes executive contributions already reported in the Summary Compensation Table for fiscal year 2023 or a prior fiscal year, with the exception of earnings on contributions, as such earnings are not considered to be at above-market rates.

  76. Non-qualified Deferred Compensation Plans

    | 52 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  77. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control As discussed above in the section entitled “Compensation Discussion and Analysis—Severance and Change in Control Benefits,” the Compensation and People Committee adopted the Severance Plan to provide, among other things, consistent severance benefits to NEOs who are terminated without cause or resign for good reason in lieu of severance protections that might otherwise have been included in individually negotiated employment agreements. In addition to severance, NEOs are entitled to receive payment of deferred compensation amounts in the event of a termination of employment or a change in control, as described above under “Compensation Discussion and Analysis—Non-qualified Deferred Compensation Plans.”

  78. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio We are a large multinational provider of data storage technology and solutions. We conduct our business internationally and as of June 30, 2023, had around 30,200 regular, intern, and fixed-term employees, of whom approximately 88% are located outside the United States. Approximately 82% of our workforce is located in Asia. For fiscal year 2023, the median annual total compensation of all employees of the Company, excluding our CEO, was $12,065, and the annual total compensation of our CEO was $11,436,208, as reported in the “Summary Compensation Table for Fiscal Year 2023” on page 47 of this Proxy Statement. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all employees (excluding the CEO) was 948:1. This reflects analysis of our global workforce as of June 1, 2023, which we chose as our date of determination. Employees represent all full-time, part-time, and temporary workers as of the determination date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We used total compensation to determine the median employee, which included (i) annual base salary plus actual annual incentives paid to salaried employees and (ii) hourly salary rate times annual hours plus additional adjustments for annual incentives, shift differentials, actual overtime rates, and other cash allowances paid to hourly employees and any equity granted to eligible employees. Our estimates for the median employee are based on an analysis of the pay components and payrolls in each of the 26 countries in which we operate. Total cash compensation rates for employees paid in foreign currencies was converted into U.S. dollars using foreign exchange conversion rates in effect on May 26, 2023 for the determination of the median employee, and June 30, 2023 for the year-end actual total compensation. For fiscal year 2023, actual total compensation for the CEO was determined in accordance with Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC. In determining our median employee, we did not use any of the exemptions permitted under SEC rules. The ratio and annual total compensation amount of the median employee are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. The Company notes that its ratio and annual total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee may vary significantly among companies.

  79. Pay Versus Performance

    Pay Versus Performance The following table sets forth additional compensation information, as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, of our Principal Executive Officer ("PEO") and our non-PEO NEOs, along with certain TSR, net income, and ROIC performance results, for our fiscal years ending in 2021, 2022, and 2023:

  80. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for William D. Mosley (1) (b) | Compensation Actually Paid to William D. Mosley (1)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) (e) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income ($)(m) (h) | Company Selected Measure: ROIC (%)(5) (i) | | | | | | | TSR (f) | Peer Group TSR (g) | | | | 2023 | $11,436,208 | $4,811,598 | $3,270,494 | $171,402 | $147 | $215 | -$529 | 16% | | 2022 | $13,210,318 | $3,559,186 | $6,482,662 | $3,153,551 | $157 | $155 | $1,649 | 78% | | 2021 | $11,641,189 | $36,801,611 | $3,241,870 | $8,283,027 | $192 | $156 | $1,314 | 77% |

  81. Pay Versus Performance

    (1)William D. Mosley was our PEO during all of our fiscal years 2021, 2022, and 2023. The individuals comprising the non-PEO NEOs for each fiscal year presented are listed below.

  82. Pay Versus Performance

    | 2023 | 2022 | 2021 | | Gianluca Romano | Gianluca Romano | Gianluca Romano | | Ban Seng Teh | Jeffrey D. Nygaard | Jeffrey D. Nygaard | | Katherine E. Schuelke | Ravi Naik | Ravi Naik | | Jeffrey D. Nygaard | Ban Seng Teh | Ban Seng Teh | | Ravi Naik | | |

  83. Pay Versus Performance

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 59 |

  84. Pay Versus Performance

    (2)The amounts shown for Compensation Actually Paid, or "CAP", have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the amounts reported in the "Total" column of the Summary Compensation Table with certain adjustments as described in footnote 3 below. (3)The following provides additional information regarding the adjustments made to the amounts reported in the "Total" column of the Summary Compensation Table for our PEO and the non-PEO NEOs in order to determine Compensation Actually Paid. Fair Value amounts are calculated in accordance with FASB ASC Topic 718.

  85. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | | Summary Compensation Table (SCT) “Total” column amount | 11,436,208 | 3,270,494 | 13,210,318 | 6,482,662 | 11,641,189 | 3,241,870 | | Deduct for amounts reported under the “Share Awards” and “Option Awards” columns of the SCT | (10,455,724) | (2,338,383) | (10,115,306) | (5,106,563) | (8,529,786) | (2,056,351) | | Increase for fair value at fiscal year end of outstanding unvested awards granted in fiscal year | 6,822,299 | 950,619 | 5,528,149 | 2,784,083 | 18,920,956 | 3,837,080 | | Increase/decrease for change in fair value of outstanding unvested awards granted in prior fiscal years | (2,955,270) | (401,725) | (5,663,893) | (1,202,656) | 12,595,991 | 2,757,296 | | Increase for fair value at vesting of awards granted in fiscal year that vested during fiscal year | — | — | — | — | — | — | | Increase/decrease for change in fair value as of vesting date of awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | (35,915) | (26,532) | 599,918 | 196,025 | 2,173,261 | 503,131 | | Decrease for fair value as of prior fiscal year end of awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | (1,283,071) | — | — | — | — | | Compensation Actually Paid | $4,811,598 | $171,402 | $3,559,186 | $3,153,551 | $36,801,611 | $8,283,027 |

  86. Pay Versus Performance

    (4)The Peer Group TSR set forth in this table shows the cumulative total shareholder return with respect to the Dow Jones US Computer Hardware Index (“DJUSCR Index”), which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports for the fiscal years 2021, 2022 and 2023. The Company’s TSR and the Peer Group TSR assume that a fixed amount of $100 was invested for the period starting July 2, 2020 (which is the last trading day of fiscal year 2020), through the end of the listed year in the company and in the DJUSCR Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined ROIC, or return on invested capital, to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and non-PEO NEOs in fiscal year 2023. This performance measure may not have been the most important financial performance measure for fiscal years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. ROIC is calculated as the average annual ROIC over the prior three fiscal years. Annual ROIC is calculated as (i) adjusted operating income multiplied by (1 minus the average tax rate), divided by (ii) (x) adjusted net plant, property and equipment plus total current assets minus cash and cash equivalents, minus (y) current liabilities with the exclusion of the current portion of long-term debt. All values represent U.S. GAAP results except adjusted operating income 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 measure 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 leasing.

  87. Pay Versus Performance

    | 60 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  88. Pay Versus Performance

    Description of Relationship Between PEO's CAP, Other NEOs' Average CAP, and TSRs of the Company Peer Group The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the company’s and DJUSCR Index’s cumulative TSRs over the three most recently completed fiscal years. Description of Relationship Between PEO’s CAP, Other NEOs’ Average CAP, and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years.

  89. Pay Versus Performance

    | 2023 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 61 |

  90. Pay Versus Performance

    Description of Relationship Between PEO’s CAP, Other NEOs’ Average CAP, and ROIC The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Company Selected Measure which was ROIC during the three most recently completed fiscal years. Performance Measures Included below are the most important metrics that influenced CAP in fiscal year 2023. For information on how we use these metrics, see “Compensation Discussion and Analysis - Annual Incentive Plan - Executive Officer Performance Bonus,” and “Compensation Discussion and Analysis - Long-Term Equity Incentives.”

  91. Pay Versus Performance

    | Performance Measures | | Relative TSR | | Return on Invested Capital ("ROIC") | | Adjusted Operating Margin ("AOM") | | Revenue | | Total Customer Experience ("TCE") |

  92. Pay Versus Performance

    | 62 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2023 Proxy Statement |

  93. Pay Versus Performance

    Proposal 3 – Approve, in an Advisory, Non-Binding Vote, the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers ("Frequency of Say-On-Pay") We are presenting the following proposal, commonly known as a “Frequency of Say-on-Pay” proposal, which gives you as a shareholder every six years the opportunity to vote, on an advisory, non-binding basis, on the frequency of future advisory votes on the compensation of our NEOs for fiscal year 2023, as required by Section 14A of the Exchange Act and the related rules of the SEC. Shareholders may indicate whether they would prefer a Say-on-Pay advisory vote to occur every one, two, or three years, or shareholders may abstain from voting. At each of our 2011 and 2017 AGM, our shareholders indicated that they would prefer Say-on-Pay votes to occur every year and we have held Say-on-Pay votes every year since our 2011 AGM. The next Say-on-Pay vote will occur at the 2024 AGM. The Board believes that a non-binding vote on the compensation of our NEOs every year is appropriate for the Company and its shareholders based on a number of considerations, including the views of its shareholders. You may endorse the frequency of future advisory votes on the compensation paid to our NEOs by voting on the following resolution, or you may abstain from voting on this proposal: “RESOLVED, as an ordinary resolution, that, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers, should take place every: ■one year ■two years ■three years While our Board intends to carefully consider the shareholder vote resulting from the proposal, the final vote is advisory and will not be binding.