DEF 14A of Seagate Technology Holdings plc, Sep 3, 2024

DEF 14A of Seagate Technology Holdings plc

Filed Sep 3, 2024 · FY20240001137789-24-000085

Open on EDGAR

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

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

  2. Audit Committee Financial Expert

    | (a) Mark W. Adams Age 60 | Mr. Adams has served as Chief Executive Officer of SMART Global Holdings, Inc., a specialty memory, storage, and hybrid solutions company, since August 31, 2020. Mr. Adams served as Chief Executive Officer of Lumileds, Inc., a lighting solutions company, from February 2017 until March 2019. Previously, Mr. Adams served as President of Micron Technology, Inc., a semiconductor company (“Micron”), from February 2012 to February 2016. From 2006 to February 2012, Mr. Adams served in a number of positions at Micron, including as Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron, Mr. Adams served as Chief Operating Officer of Lexar Media, Inc., a memory chip maker, in 2006. Mr. Adams also served as Vice President of Sales and Marketing of Creative Labs, Inc., a digital entertainment products company (“Creative Labs”), from 2002 to 2006. In addition, he held numerous roles at Creative Labs prior to 2002, including five years as General Manager of Latin America. Prior to joining Creative Labs, Mr. Adams spent five years in major account sales for the enterprise server business of NCR Corporation, an omni-channel technology solutions company. Mr. Adams has served as a member of the board of directors of SMART Global Holdings, Inc. since September 2020, and of Cadence Design Systems, Inc. since 2015. He also previously served as a member of the Company's board of directors from January 2017 to October 2022. Mr. Adams holds a Master of Business Administration from Harvard University, focused in finance and international marketing. Expertise: Mr. Adams brings financial, international, business development, technological, and operational expertise to our Board through his service as a senior level executive with several large multinational corporations. In addition, his service on other public company boards brings valuable experience to our Board. | | (b) Shankar Arumugavelu Age 53 Director since 2021 | Mr. Arumugavelu has served as Executive Vice President and President of Global Services at Verizon Communications Inc. since July 2024, where he leads Verizon’s central support services operations and is responsible for the shared services teams, including information technology, digital, data, analytics and AI, real estate, sourcing, supply chain, and fleet operations. During his multi-decade tenure with Verizon, he has established a proven track record for leading enterprise digital transformation in order to scale the business and drive profitable revenue growth. Mr. Arumugavelu has held a number of leadership positions of increasing responsibility with Verizon and its predecessor companies. Prior to assuming his current role, Mr. Arumugavelu served as the Senior Vice President and Chief Digital and Information Officer of Verizon. Mr. Arumugavelu serves on the board of directors of the TM Forum, a leading global alliance for digital service providers and suppliers in the telecommunications industry. Expertise: Mr. Arumugavelu brings substantial technology, strategy, global operations, cybersecurity, information systems, data, analytics, AI, and infrastructure expertise to our Board though his experience as a senior level executive in a large, multinational telecommunications corporation. |

  3. Audit Committee Financial Expert

    | (c) Prat S. Bhatt Age 57 Director since 2020 | Mr. Bhatt served as Executive Advisor from August 2023 to January 2024 and as the Chief Accounting Officer from July 2009 through July 2023 at Cisco Systems, Inc. (“Cisco”), a global technology company. He previously also held the additional title of Corporate Controller from July 2009 to May 2022. From June 2007 to July 2009 he served as Vice President, Finance and Assistant Corporate Controller, and from November 2000 to June 2007 he served in various leadership roles of increasing importance at Cisco. Mr. Bhatt has served on the Board of Directors of RingCentral, Inc. since March 2024, and on the Governing Board of the Center for Audit Quality (“CAQ”) since August 2023. From June 1999 to November 2000 Mr. Bhatt was Director of Financial Operations at Kaiser Permanente, and from October 1990 to June 1999 he was Senior Manager with Ernst & Young LLP in the Assurance Practice. He is a licensed Certified Public Accountant (inactive). Expertise: Mr. Bhatt brings substantial accounting, financial, global operations, strategy, enterprise risk management, and investor relations expertise to our Board through his experience in a large, complex, multinational technology corporation, along with board experience from his service on other public company boards. Mr. Bhatt has also previously served on advisory committees to the Financial Accounting Standards Board (“FASB”) and Public Company Accounting Oversight Board (“PCAOB”), chair roles including the Financial Executives International’s Committee on Corporate Reporting (“CCR”), and is a regular speaker on financial reporting & accounting topics at the Stanford University Graduate School of Business and other forums. | | (d) Judy Bruner Age 65 Director since 2018 | Ms. Bruner served as Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016, and served on the board of directors from June 2002 to July 2004. She was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to Palm, Inc., Ms. Bruner held financial management positions at 3Com Corporation, Ridge Computers, and Hewlett-Packard Company. She currently serves as a member of the boards of directors of Applied Materials, Inc. since July 2016, Qorvo, Inc., since May 2021, and Rapid7, Inc. since October 2016. Ms. Bruner has also served on the board of directors of Varian Medical Systems and Brocade Communications Systems, Inc. Expertise: Ms. Bruner brings over 35 years of financial management and operational experience in the global high-tech industry, including in solid state storage devices, and extensive experience with strategy, investor relations, compliance, and enterprise risk management. In addition, her service on other public company boards, including as chair of audit and nominating and corporate governance committees, brings valuable experience to our Board. |

  4. Audit Committee Financial Expert

    | (e) Michael R. Cannon Age 71 Director since 2011 | Mr. Cannon has served as our Board Chair since July 2020, and prior to that served as Lead Independent Director from October 2016 until he was appointed as Chair. He served as President, Global Operations of Dell Inc., a multinational computer technology company, from February 2007 until January 2009, and as consultant to Dell Inc. from January 2009 until January 2011. He was the President and CEO of Solectron Corp., an electronic manufacturing services company, from January 2003 until February 2007. From July 1996 until January 2003, Mr. Cannon served as the CEO of Maxtor Corporation, a disk drive and storage systems manufacturer. He served on Maxtor’s board of directors from July 1996 until Seagate acquired Maxtor in May 2006. Prior to joining Maxtor, Mr. Cannon held senior management positions at IBM, a multinational technology company, and earlier was the Vice President of Asia Operations, residing in Singapore, for the disk drive division of Control Data Corporation, a mainframe and supercomputer firm. Mr. Cannon began his career at The Boeing Company, an aerospace company, in engineering and management positions. He has served on the board of directors of Lam Research Corporation since February 2011, and on the board of directors of Dialog Semiconductor plc from February 2013 until its sale to Renesas Electronics in April 2021. Mr. Cannon has also previously served on the board of directors of Elster Group SE and Adobe Systems, Inc. Expertise: Mr. Cannon has extensive relevant industry expertise, including expertise in the disk drive business as well as with our major customers, that is valuable to our Board. Mr. Cannon brings international, technological, operations, leadership, and research and development expertise to our Board through his service as a public company CEO, and as a member of other public company boards of directors. | | (f) Richard L. Clemmer Age 73 Director since 2022 | Mr. Clemmer has served as a global technology Chief Executive Officer, and most recently served as the Chief Executive Officer and President of NXP Semiconductors N.V., a semiconductor company, from 2009 to May 2020. Previously, he was a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm, from 2007 to 2008. He also served as President and Chief Executive Officer of Agere Systems Inc., an integrated circuits components company, from 2005 to 2007. Prior to joining Agere Systems, Mr. Clemmer held a number of executive leadership positions at Texas Instruments, Inc. and Quantum Corporation. Mr. Clemmer currently serves on the board of directors of HP, Inc. Mr. Clemmer also serves on multiple private and non-profit boards. Mr. Clemmer has previously served on the Board of Directors of Aptiv PLC, NXP Semiconductors N.V., and NCR Corporation. Expertise: Mr. Clemmer brings experience and career success as a Chief Executive Officer and finance leader in the global high-tech industry, including experience with semiconductor, storage, e-Commerce, and software companies. In addition, his knowledge of the electronics industry and many of the Company’s largest customers, his experience working with private equity investors, and his service on other public company boards brings valuable experience to our Board. | | (g) Yolanda L. Conyers Age 57 Director since 2022 | Ms. Conyers most recently served as Vice President of Global Human Resources and Chief Global Diversity Officer at Lenovo from December 2014 until December 2020 and President of the Lenovo Foundation from January 2018 until December 2020. From January 2007 until December 2014, Ms. Conyers held a number of other leadership positions at Lenovo. During her tenure at Lenovo, Ms. Conyers lived and worked in Beijing, China. Prior to joining Lenovo, Ms. Conyers held leadership positions of increasing scope and responsibility with Dell Technologies and Texas Instruments in the areas of engineering, worldwide procurement, global human resources, and diversity and inclusion. Expertise: Ms. Conyers brings over 30 years of substantial expertise in talent management, including deep cross-cultural understanding of Asian cultures, diversity, inclusion, organization and leadership development, global operations, the technology industry, and engineering, to our Board through her experience as a senior-level executive in large multinational corporations, including several companies in Seagate’s industry. |

  5. Audit Committee Financial Expert

    | (h) Jay L. Geldmacher Age 68 Director since 2012 | Mr. Geldmacher has served as President and CEO and a member of the board of directors of Resideo Technologies, Inc., a provider of comfort and security solutions, since May 2020. Mr. Geldmacher served as Global CEO and President of Electro Rent Corporation, a Platinum Equity company, from September 2019 to May 2020. From November 2013 to August 2019, Mr. Geldmacher served as President and CEO of Artesyn Embedded Technologies, a spin-off of Emerson Network Power’s Embedded Computing & Power business. Artesyn was owned by Platinum Equity, a private equity firm, which acquired a majority interest in the company through a joint venture with Emerson in November 2013. Between 2007 and 2013, Mr. Geldmacher served as Executive Vice President of Emerson Electric Company and President of Emerson Network Power’s Embedded Computing & Power Group, which designs, manufactures, and distributes embedded computing and embedded power products, systems, and solutions. From 2006 to 2007, he served as Group Vice President and President of Emerson Network Power’s Embedded Computing & Power Group. From 1998 to 2006, he served as President of Astec Power Solutions, an Emerson subsidiary. Mr. Geldmacher has previously served on the board of directors of Verra Mobility and as an Executive Advisory Council Member for Vertiv Corporation. Expertise: As a CEO, Mr. Geldmacher brings international, technological, and operational expertise to our Board, along with additional board experience from his service on other public company boards. | | (i) Dylan G. Haggart Age 37 Director since 2018 | Mr. Haggart has served as Managing Partner & Chief Investment Officer at Fivespan Partners, an investment firm, since September 2023. He previously served as a Partner at ValueAct Capital, a governance-oriented investment firm that invests in a concentrated portfolio of public companies, including Seagate, from 2013 to 2023. Prior to joining ValueAct Capital, Mr. Haggart served as a private equity investor at TPG Capital, focusing on North American buyouts, and as an investment banker at Goldman Sachs. Mr. Haggart previously served as a director on the board of Fiserv, Inc., where he was a member of the Nominating and Corporate Governance Committee, as well as the Talent and Compensation Committee. Mr. Haggart has extensive experience working collaboratively with management and boards of directors on matters such as strategy, capital structure, mergers and acquisitions, and talent management. Expertise: Mr. Haggart brings experience as an investor and public company board member involved in strategic planning for other large companies across a wide range of industries, including companies in significant periods of transition. He also brings substantial experience with complex financial markets issues, capital allocation, strategy, technology, matters of corporate governance, executive compensation, and talent management. He has a deep knowledge of Seagate’s business and the markets it serves. | | (j) William D. Mosley Age 58 Director since 2017 | Dr. Mosley has served as our CEO since October 2017 and as a member of the Board since July 2017. He was previously our President and COO from June 2016 to September 2017. He also served as our President, Operations and Technology from October 2013 until June 2016 and as our Executive Vice President of Operations from March 2011 until October 2013. Prior to these positions, Dr. Mosley served as our Executive Vice President of Global Sales and Marketing from February 2009 through March 2011; Senior Vice President of Global Disk Storage Operations from 2007 to 2009; and Vice President of Research and Development, Engineering from 2002 to 2007. He joined Seagate in 1996 as a Senior Engineer with a PhD in solid state physics, and from 1996 to 2002, Dr. Mosley served at Seagate in varying roles of increasing responsibility until his promotion to Vice President. In July 2024, Dr. Mosley was appointed to serve on the board of directors of Cirrus Logic, Inc. Expertise: As our CEO, Dr. Mosley brings broad-based executive-level experience and in-depth understanding of the various aspects of our business. Dr. Mosley also brings valuable global operational, technological, research and development, and sales and marketing expertise to our Board. |

  6. Audit Committee Financial Expert

    | (k) Stephanie Tilenius Age 57 Director since 2014 | Ms. Tilenius is the founder and former CEO of Vida Health, Inc., a mobile telemedicine solution for cardio-metabolic conditions including diabetes, obesity, and cardiovascular diseases, with embedded mental health support, deployed at Fortune 500 companies, large U.S. payers, and healthcare providers. Ms. Tilenius served as CEO of Vida from 2014 to 2023, and now serves as Board Advisor. In September 2024, Ms. Tilenius joined AI Fund, a venture studio for AI-based companies, as a Venture Advisor. Ms. Tilenius was an Executive in Residence at Kleiner Perkins Caufield & Byers, a venture capital firm, from June 2012 until October 2014, primarily focusing on companies within its Digital Growth Fund. From February 2010 until June 2012, Ms. Tilenius was Vice President of Global Commerce and Payments at Google, Inc., a multinational technology company, where she oversaw digital commerce, product search, and payments. Prior to joining Google, Inc., she served in various positions at eBay Inc., an e-commerce company, from March 2001 until October 2009, ultimately as Senior Vice President of eBay.com and Global Products. In the past, Ms. Tilenius has sat on other public boards including the board of directors of Tapestry, Inc., Contextlogic,Inc., and Redbubble Ltd. Expertise: Ms. Tilenius is an experienced senior executive in the consumer internet, healthcare services, and software sectors. She contributes her leadership, strategic insight, digital and e-commerce expertise, software and data expertise, and her experience as a company founder to our Board, along with experience as a board member for other public companies. |

  7. Director Nominees Snapshot

    Director Nominees Snapshot The matrix below summarizes certain information regarding the diversity of each nominee for our board of directors as of the date of this Proxy Statement.

  8. Director Nominees Snapshot

    | Board Diversity Matrix | | | | | | Total Number of Directors | 11 | | | | | Gender: | Female | Male | Non-Binary | Did not Disclose | | Directors | 3 | 8 | 0 | 0 | | Number of Directors who Identify in Any of the Categories Below: | | | | | | Hispanic or Latina(o) | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Black or African American | 1 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | South East Asian | 0 | 1 | 0 | 0 | | Middle Eastern/North African | 0 | 0 | 0 | 0 | | White | 2 | 6 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | Other | 0 | 0 | 0 | 0 | | I do not wish to disclose | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Veteran | 0 | | | |

  9. Director Nominees Snapshot

    | 16 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2024 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 and the Board believe that a substantial portion of the total director compensation should be in the form of equity in the Company. The purpose of this is to better align the interests of the Company’s directors with the long-term interests of its shareholders. As such, the directors are subject to a share ownership requirement of four times their annual cash retainer.

  12. Fiscal Year 2024 Non-Employee Director Compensation

    Fiscal Year 2024 Non-Employee Director Compensation The compensation paid or awarded to our non-employee directors as of June 28, 2024 for fiscal year 2024 is set forth in the table below.

  13. Fiscal Year 2024 Non-Employee Director Compensation

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Share Award ($)(2) | All Other Compensation ($) | Total ($) | | Shankar Arumugavelu | 86,250 | 267,108 | — | 353,358 | | Prat S. Bhatt | 98,139 | 267,108 | — | 365,247 | | Robert A. Bruggeworth | 86,250 | 267,108 | — | 353,358 | | Judy Bruner | 102,397 | 267,108 | — | 369,505 | | Michael R. Cannon | 146,250 | 339,967 | — | 486,217 | | Richard L. Clemmer | 82,500 | 267,108 | — | 349,608 | | Yolanda L. Conyers | 82,500 | 267,108 | — | 349,608 | | Jay L. Geldmacher | 105,000 | 267,108 | — | 372,108 | | Dylan G. Haggart(3) | 82,500 | 267,108 | — | 349,608 | | Stephanie Tilenius | 86,250 | 267,108 | — | 353,358 |

  14. Fiscal Year 2024 Non-Employee Director Compensation

    (1) The Board took a 50% cash retainer reduction during the first and second quarters of fiscal year 2024, which was recommended to the Board by the Compensation and People Committee and approved by the Board on April 16, 2023. (2) Represents the grant date fair value of RSU awards granted in fiscal year 2024 for financial reporting purposes pursuant to the provisions of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for fiscal year 2024 for information on the RSU valuation assumptions. Additional information regarding the RSUs awarded to or held by each non-employee director on the last day of fiscal year 2024 is set forth in the table below. (3) As a partner at ValueAct Capital, Mr. Haggart relinquished the cash compensation received for service on our Board during the first quarter of fiscal year 2024 to the limited partners of ValueAct Capital Master Fund, L.P. Mr. Haggart resigned from ValueAct Capital in September 2023 and did not relinquish the cash compensation received for any subsequent quarters. The aggregate number of outstanding equity awards for each of our non-employee directors as of June 28, 2024 is set forth in the table below.

  15. Fiscal Year 2024 Non-Employee Director Compensation

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 27 |

  16. Fiscal Year 2024 Non-Employee Director Compensation

    | Name of Director | Aggregate Number of Outstanding Awards(1) | | Shankar Arumugavelu | 4,271 | | Prat S. Bhatt | 4,271 | | Robert A. Bruggeworth | 4,271 | | Judy Bruner | 4,271 | | Michael R. Cannon | 5,436 | | Richard L. Clemmer | 4,271 | | Yolanda L. Conyers | 4,271 | | Jay L. Geldmacher | 4,271 | | Dylan G. Haggart(3) | 4,271 | | Stephanie Tilenius | 4,271 |

  17. Fiscal Year 2024 Non-Employee Director Compensation

    (1) Represents outstanding RSUs awarded to our non-employee directors on October 23, 2023.

  18. Fiscal Year 2024 Non-Employee Director Compensation

    | 28 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2024 Proxy Statement |

  19. Fiscal Year 2024 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").

  20. Fiscal Year 2024 Executive Compensation Highlights

    Fiscal Year 2024 Executive Compensation Highlights Key highlights of our executive compensation program for fiscal year 2024 are as follows: ■Reduced Base Salary Temporarily for All Professional Employees to Contribute to Reduction of Operating Costs: We restructured our employee footprint to align with near-term challenges.These efforts included implementing employee reductions at all levels (with the executive population being reduced at a comparable rate to other employee groups), implementing a hiring freeze, and temporarily reducing base salaries for a six-month period for professional, managerial, and executive populations. In May 2023, our CEO and CFO base salaries were reduced to $0, and our Executive Vice Presidents ("EVPs") and Senior Vice Presidents ("SVPs") had a 50% and 35% base salary reduction, respectively for a period of six months. ■Eliminated Executive Bonus Funding to Maintain Alignment of Pay Actions and Operating Performance: Based on the financial performance of the Company, the Compensation and People Committee did not approve bonus funding, including under the Executive Performance Bonus Plan (the "EPB"). There was no resetting of goals, nor was there any discretion utilized on the level of funding for the annual incentive or long-term equity incentive awards. ■Shifted Future Executive Bonus Payouts to RSUs with Additional Vesting to Further Encourage Long-term Performance and Shareholder Alignment: Beginning in fiscal year 2023, the EPB began utilizing RSU share awards instead of cash payouts to align with shareholder interests. The RSU grants will be made following the applicable performance period, and have a vesting schedule of one year. As mentioned above, no EPB awards will be granted for fiscal year 2024 due to the financial performance of the Company. In addition, there were no changes to the NEOs' long-term equity incentives program: Dr. Mosley and Messrs. Romano, Teh, and Morris had a target portfolio of 50% performance-based awards and Mr. Chong had a target portfolio of 40% performance-based awards in order to emphasize long-term performance of return on invested capital (“ROIC”) and total shareholder returns relative to peers (“rTSR”). ■Issued a Special One-Time PSU Award Linked to Mozaic Launch Goals to Drive Success and Long-Term Profitability: On January 22, 2024, the Compensation and People Committee approved a special, one-time grant of Performance Stock Units (PSUs) to our executive officers, which was awarded on February 20, 2024. This award is designed to align the executives' interests with those of our shareholders by incentivizing a successful launch of Mozaic products and driving long-term profitability.

  21. Fiscal Year 2024 Executive Compensation Practices

    | | WHAT WE DO | WHAT WE DON’T DO | | ✓ | A target of at least 40% of long-term equity incentives granted to our NEOs, including 50% for most, in connection with the annual performance review cycle being performance-based.X | No “single trigger” change in control benefits | | ✓ | Caps on performance-based cash and equity incentive compensation for our executive officersX | No excise tax (golden parachute tax) “gross-ups” in connection with a change in control | | ✓ | Awards under both our short-term and long-term equity incentive compensation plan for executive officers are largely based on achievement of financial and operating performance 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 | | ✓ | Our compensation strategy is reviewed on an annual basis at a minimum 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 employeesX | No guaranteed annual bonuses | | ✓ | 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, Chief People and Places Officer 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 during fiscal year 2024 for advice and counsel, to provide an external review of compensation proposals, and to ensure alignment of our compensation decisions to our executive compensation strategy. Semler Brossy’s consulting during fiscal year 2024 also included consultation in support of the Compensation and People Committee’s decisions regarding NEO compensation programs, including salary changes, determination of equity awards, annual incentive plan design, annual review of our severance plan, and share ownership requirements. Semler Brossy also provided to the Compensation and People Committee recommendations related to the CEO’s compensation and advice regarding non-employee director compensation. Semler Brossy is not permitted to provide services to the Company’s management except as directed by the Compensation and People Committee and did not provide any such services to management in fiscal year 2024. The Compensation and People Committee retains sole authority to hire any compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. In connection with its engagement of Semler Brossy, the Compensation and People Committee considered various factors in determining Semler Brossy’s independence including, but not limited to (i) the amount of fees received by Semler Brossy from Seagate as a percentage of Semler Brossy’s total revenue, (ii) Semler Brossy’s policies and procedures designed to prevent conflicts of interest, and (iii) the existence of any business or personal relationship that could impact Semler Brossy’s independence. After reviewing these and other factors, the Compensation and People Committee determined that Semler Brossy was independent, and its engagement did not present any conflicts of interest under SEC rules or the Nasdaq listing rules.

  24. 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 (other than our CEO). These recommendations are based upon the CEO’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The Compensation and People Committee reviews and evaluates the CEO’s recommendations and decides, in its sole discretion, upon our executive officers’ compensation, including any changes to such compensation. Our CEO does not recommend his own compensation, and the Compensation and People Committee and the independent directors meet without our CEO present when evaluating and setting the CEO’s compensation. Our Senior Vice President, Chief People and Places Officer and members of her staff assist the Compensation and People Committee in its review of our executive compensation plans and programs, including providing market data on competitive pay practices, program design, and changes in the corporate governance landscape concerning executive compensation matters.

  25. 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 potential changes to the Executive Peer Group with recommendations from the Compensation Consultant. For fiscal year 2024, we instituted a cap on our market value criteria to 8x that of Seagate. As a result, Advanced Micro Devices, Inc. was removed from the Executive Peer Group and SkyWorks Solutions, Inc. was added. Executive Peer Group companies were selected based on the following criteria: ■similar industry classification (as defined by Global Industry Classification Standard (GICS) 4520, Technology Hardware and Equipment or 4530, Semiconductors and Semiconductor Equipment) but excluding wholesale distributors and companies that are not subject to U.S. securities law reporting requirements; ■market value between 0.5-8x that of Seagate; ■trailing twelve-month ("TTM") sales of between $4B and 3 times that of Seagate’s; and ■a comparable business model to Seagate.

  26. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 34 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2024 Proxy Statement |

  27. Executive Market Comparison Peer Group and Benchmark Philosophy

    The Committee exercises its judgment when considering the Executive Peer Group and may choose to include companies that fall outside these criteria. We do not benchmark the total annual compensation of our executive officers to a specific market percentile, although the total annual target compensation (including base salary, target annual cash bonus incentive, and target long-term equity incentives) for the executive officers, including the NEOs, generally has fallen near the median for similar positions within the Executive Peer Group. The Compensation and People Committee considers the pay practices and relative performance of our Executive Peer Group companies in determining target incentive compensation for our executive officers. The target amounts and compensation mix vary for each executive officer and are dependent upon various factors, none of which is specifically weighted, including the importance of the position to our organization, overall retention value, internal pay equity, and projected future value of the total compensation package. Generally, the amounts actually realized by our executive officers are dependent on the Company’s financial and operational performance. The Executive Peer Group for fiscal year 2024 included the following companies:

  28. Executive Market Comparison Peer Group and Benchmark Philosophy

    | FY2024 Executive Peer Group | | | | | Analog Devices, Inc. (ADI) | Hewlett-Packard Enterprise Co. (HPE) | Lam Research Corporation (LAM) | NetApp, Inc. (NTAP) | | Applied Materials, Inc. (AMAT) | Juniper Networks, Inc (JNPR) | Microchip Technology Inc. (MCHP) | NXP Semiconductors N.V. (NXPI) | | Corning Incorporated (GLW) | Keysight Technologies, Inc. (KEYS) | Micron Technology, Inc. (MU) | Skyworks Solutions, Inc. (SWKS) | | Flex Ltd. (FLEX) | KLA Corporation (KLAC) | Motorola Solutions, Inc. (MSI) | Western Digital Corporation (WDC) | | | | | Zebra Technologies Corporation (ZBRA) |

  29. Executive Market Comparison Peer Group and Benchmark Philosophy

    For fiscal year 2025, there were no changes to the selection criteria. Hewlett-Packard Enterprise Co. will be removed from the peer group as their trailing twelve-month sales exceeds the criteria range.

  30. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 35 |

  31. Annual Incentive Plan - Executive Performance Bonus

    Annual Incentive Plan - Executive Performance Bonus On July 18, 2023, the Compensation and People Committee decided not to fund the Executive Performance Bonus plan and to not award a bonus for fiscal year 2024. Given the challenges in the market, Seagate is focused on investing resources into critical areas of the business and to address future customer requirements for the sustainability of our business. The Compensation and People Committee and Board will continue to evaluate the Company's incentive compensation program in fiscal year 2025 and may implement new incentive plans if doing so is in the best interests of the Company and its employees, customers, and stockholders. Our Compensation and People Committee reviews the structure and parameters of our short-term incentive plan annually in light of current corporate performance and objectives, industry conditions, and other relevant factors. The Compensation and People Committee may make adjustments to the plan that it believes are necessary to align the short-term incentives with the appropriate corporate objectives for the next year.

  32. Long-Term Equity Incentives

    Long-Term Equity Incentives In fiscal year 2024, the Compensation and People Committee granted equity awards to the NEOs under the terms of the 2022 Equity Incentive Plan (the “2022 EIP”). The 2022 EIP is intended to: ■focus executive officers and employees on achieving longer-term financial, strategic, and other business performance goals; ■provide significant reward potential for outstanding cumulative performance by the Company; ■enhance the Company’s ability to attract and retain highly-talented executive officers and employees; and ■provide the Company’s management and employees with an opportunity for greater equity ownership and related incentives to increase shareholder value.

  33. Long-Term Equity Incentives

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 37 |

  34. Long-Term Equity Incentives

    When determining our NEOs’ equity incentive awards, the Compensation and People Committee considers comparable equity incentive awards to executive officers in the Company’s Executive Peer Group, the NEO’s role, individual performance, and potential future contributions. Our equity award guidelines and mix of the type of awards granted are based on an analysis of the unvested equity held by an NEO, the practices of Executive Peer Group companies in awarding equity for similar positions (including equity mix and award values), potential impact on earnings, and the pool of available shares under the 2022 EIP. In determining the award for each NEO, the Compensation and People Committee also considers the Company’s goals for retaining the NEO for the long term. NEOs are generally awarded equity on an annual basis, typically in early September as part of our annual award cycle, and these equity incentive awards generally consist of a mix of time-vested restricted share units, performance-based awards, and share options in the case of our EVPs and CEO (each as governed by the 2022 EIP as described more fully below), reflecting a strong emphasis on pay-for-performance and the alignment of interests between our NEOs and our shareholders. For fiscal year 2024, the equity awards made to Dr. Mosley, Mr. Romano, and Mr. Teh in their respective roles as CEO and EVPs, were comprised of 20% time-based options, 30% time-based RSUs, and 50% performance-based awards (the “FY2024 PSU Award”). The equity awards made to Mr. Morris in his role as SVP consisted of 50% time-based RSUs and 50% performance-based awards. The equity awards made to Mr. Chong in his role as SVP consisted of 60% time-based RSUs and 40% performance-based awards. This reflects the Compensation and People Committee’s review and assessment of market practices at Executive Peer Group companies, as well as its determination that these mixes provide an appropriate blend of equity incentives to sustain and improve the Company’s financial performance and shareholder value.

  35. 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. Under the terms of the RSU award agreement, no dividend equivalents accrue during the vesting period. Fiscal Year 2024 Performance Share Units The fiscal year 2024 PSUs are performance-based RSUs that vest after the end of a three-year performance period, subject to continued employment and the achievement of annual ROIC over the performance period, modified by a factor based on the Company’s rTSR percentile compared with the Executive Peer Group. ROIC was selected as a key metric because of its ability to measure the efficiency of our use of capital and delivery of earnings above investment, considered a critical factor in the Company’s long-term success. In addition, the rTSR metric rewards financial performance and is measured by the change in our share price and the dividends we declared during the performance period relative to the performance of the Executive Peer Group. The Compensation and People Committee determines the number of PSUs that will vest at the end of the three-year performance period according to a pre-established vesting matrix. Payout of 100% of the targeted number of PSUs will occur if target ROIC is attained over the three-year measurement period and rTSR is at least at the median of the Executive Peer Group. The final ROIC metric is calculated as the average annual ROIC over the prior three fiscal years. Annual ROIC is calculated as (i) adjusted operating income minus the Non-GAAP tax expense (benefit), divided by (ii) (x) adjusted net plant, property, and equipment plus total current assets minus cash and cash equivalents, minus (y) total current liabilities excluding debt. All values represent U.S. GAAP results except adjusted operating income, Non-GAAP tax expense (benefit), and adjusted net plant, property and equipment. Adjusted operating income, used to determine Annual ROIC, is operating income adjusted to exclude the impact of (a) share-based compensation expense and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance target was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures each quarter. Adjusted net plant, property, and equipment includes net plant, property, and equipment and the net value of right of use assets acquired through finance leasing. For fiscal year 2024, the rTSR modifier was interpolated and set between the 25th to 75th percentiles of the Executive Peer Group’s TSR. If the minimum ROIC performance has been achieved, the actual number of PSUs that

  36. Share Awards

    may vest ranges from a minimum of 37.5% of the target number of PSUs (assuming ROIC is at the threshold level, and relative TSR is equal or below the 25th percentile of the Executive Peer Group) to a maximum of 200% of the target number of PSUs. The specific ROIC target values for the PSUs are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of the information. Each PSU represents the right to receive one of our ordinary shares. Under the terms of the PSU award agreement, no dividend equivalents accrue during the vesting period. Fiscal Year 2021 Performance Share Units In fiscal year 2021, we granted PSUs (“FY2021 PSUs”) to Dr. Mosley and Messrs. Romano, Teh, Morris, and Chong that were eligible to vest after a three-year performance period ending on July 1, 2023 for ROIC and September 2, 2023 for rTSR (i.e., during fiscal year 2024), subject to continued employment and the achievement of target ROIC over the performance period, modified by a factor based on our rTSR percentile. Our average share price at the beginning of the FY2021 PSUs’ performance period was $45.75 and our ending average share price was $75.14 (assuming dividends were reinvested). Therefore, our rTSR over the performance period was 64.25%, which equates to a 75% vesting level per the applicable award agreement. Our shares performed at the 44th percentile relative to the companies in the fiscal year 2021 Executive Peer Group, which resulted in applying a modifier of 94% to the 75% vesting level. The Compensation and People Committee certified the level of achievement of the financial performance metrics for the three-year measurement period, such that the FY2021 PSUs vested at 70.5% of target based on the three-year average annual ROIC of 57%, and rTSR at the 44th percentile over the three-year period.

  37. Share Awards

    | Average ROIC | Threshold | Target | Maximum | Actual | | 3-Year Average Annual Return on Invested Capital (ROIC) | < 45% | 70% | ≥ 95% | 57% | | Vesting Level (% of Target) | 0% | 100% | 160% | 75% | | rTSR Modifier | Threshold | Target | Maximum | Actual | | Relative Total Shareholder Return Percentile | ≤ 25th%ile | 50th%ile | ≥ 75th%ile | 44th%ile | | rTSR %ile Modifier(1) | 75% | 100% | 125% | 94% | | Overall Results | | | | 70.5% |

  38. Share Awards

    Executive Strategic Performance Share Unit Grant On January 22, 2024, the Compensation and People Committee approved a special, one-time award of PSUs to its executive officers, which was granted on February 20, 2024. This award is subject to performance goals related to the Mozaic product launch and measured over two years, aiming to reinforce near-term focus and incentivize a successful launch of quality Mozaic products for the company's future profitability, more closely align our executives’ interests with those of our shareholders, and foster a long-term focus on the initiatives that are expected to contribute to the success of Mozaic. Each award is divided into two equally weighted tranches, with the performance goals under the first tranche (representing 50% of the target number of PSUs) measured during approximately the 2024 calendar year and the performance goals under the second tranche (representing 50% of the target number of PSUs) measured during approximately the 2025 calendar year. For each tranche, 50% of the target number of PSUs will be eligible to vest if the Company meets the target number of Mozaic products sold during the applicable performance period, and the other 50% will be eligible to vest if the Company meets target product qualification deadlines for the applicable performance period. An executive may receive up to 200% of the target number of PSUs subject to the award if performance meets or exceeds maximum goal levels, and as few as zero of the PSUs if threshold performance levels are not achieved.

  39. 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. No such reimbursement was provided to any NEOs for fiscal year 2024. If an NEO’s travel on our corporate aircraft includes a personal element, the NEO is required to fully reimburse us for the aggregate incremental cost of any such usage. We consider the value of perquisites in assessing the competitiveness of our total compensation package to that of Executive Peer Group companies.

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

  41. 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. In fiscal year 2024, no NEO received benefits under this program.

  42. Long Term International (Expatriate) Assignment Policy

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 41 |

  43. 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 Ninth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan (the “Severance Plan”) is to: ■provide for the payment of severance benefits to the executive officers, including the NEOs, in the event their employment with the Company or any applicable subsidiary is terminated without cause or they resign for good reason; ■encourage our executive officers, including the NEOs, to continue employment in the event of a potential “change in control” (as such term is defined under “Compensation of Named Executive Officers—Potential Payments upon Termination or Change in Control” below); and ■provide our executive officers, including the NEOs, with generally the same types of severance benefits in connection with a qualifying termination of employment. All of our executive officers are eligible to receive a level of severance benefits under the terms of the Severance Plan that reflects their level of responsibility within our organization, the strategic importance of their position, and a market-competitive level of severance for comparable positions within the Executive Peer Group.

  44. 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 (U.S.); up to 24 months (Singapore) | | Termination Without Cause or Resign For Good Reason—During a Change in Control Period | 36 months | 24 months (U.S.); up to 24 months (Singapore) | 18 months (U.S.); up to 24 months (Singapore) |

  45. 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 unearned bonus amounts if the qualifying termination occurs outside of a “change in control period” (as defined in “Compensation of Named Executive Officers—Potential Payments upon Termination or Change in Control—Termination Without Cause or for Good Reason During a Change in Control Period,” below); ■no post-termination healthcare benefit subsidy if the qualifying termination occurs outside of a “change in control period”; ■enhanced severance benefits in connection with a change in control require a “double trigger” (which is defined as a qualifying termination during a “change in control period”) before an NEO becomes entitled to receive such benefits; and ■severance payments cannot equal or exceed the sum of two times the executive's base salary plus any earned bonus amounts if the qualifying termination occurs outside of a "change in control period." In the event that the benefits payable following a change in control exceed the safe harbor limits established in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), we will reduce the benefits so that no excise tax will apply under Section 4999 of the Code (relating to Section 280G of the Code), if such reduction will result in a higher after-tax benefit to the NEO. We do not provide a gross-up for any taxes payable on severance benefits and the NEO is responsible for the payment of all such taxes, including any excise taxes imposed on change in control payments and benefits. For further details on the Severance Plan, see the section below titled “Compensation of Named Executive Officers—Potential Payments Upon Qualifying Termination or Change in Control.”

  46. Severance and Change in Control Benefits

    | 42 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2024 Proxy Statement |

  47. Practices Related to the Grant of Equity Awards

    Practices Related to the Grant of Equity Awards Stock option and other annual equity award grants are generally made to executive officers on an annual basis according to a pre-established schedule that coincides with the Company’s fiscal year-based performance management cycle, allowing the Board and Compensation and People Committee to grant equity awards close in time to performance appraisals. Annual equity-based compensation awards to our executive officers are approved annually at the July meeting of the Board (for our CEO) or the Compensation and People Committee (for all other executive officers), with a grant date that has historically occurred in September. The dates of these meetings are generally scheduled at least one year in advance. In addition, with respect to the timing of our equity award grants: ■We do not time equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and ■We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.

  48. Practices Related to the Grant of Equity Awards

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 43 |

  49. Practices Related to the Grant of Equity Awards

    The following table presents information regarding options issued to our NEOs in fiscal year 2024 during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  50. Practices Related to the Grant of Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | William D. Mosley | 9/11/2023 | 141,600 | $64.31 | 2,553,855 | 1.37%(1) | | | | | | | 2.44%(2) | | Gianluca Romano | 9/11/2023 | 72,320 | $64.31 | 1,304,342 | 1.37%(1) | | | | | | | 2.44%2) | | Ban Seng Teh | 9/11/2023 | 42,180 | $64.31 | 760,746 | 1.37%(1) | | | | | | | 2.44%(2) |

  51. Practices Related to the Grant of Equity Awards

    (1) Represents the percentage change in connection with the Form 8-K filed by the Company on September 8, 2023. We note that the Form 8-K reported the final terms of a convertible debt offering (the "Debt Offering"), which was initially announced on September 6, 2023. The exercise price of the award was determined following the close of market on September 11, 2023. (2) Represents the percentage change in connection with the Form 8-K filed by the Company on September 13, 2023. We note that the Form 8-K reported the closing of the previously announced Debt Offering.

  52. Summary Compensation Table

    Summary Compensation Table

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | William D. Mosley Chief Executive Officer | 2024 | 676,928 | — | 10,393,544 | 2,553,855 | — | 7,400 | 13,631,727 | | | 2023 | 973,084 | — | 8,380,742 | 2,074,982 | — | 7,400 | 11,436,208 | | | 2022 | 1,100,008 | — | 8,095,464 | 2,019,842 | 1,987,604 | 7,400 | 13,210,318 | | Gianluca Romano Executive Vice President and Chief Financial Officer | 2024 | 440,000 | — | 6,250,828 | 1,304,342 | — | 7,400 | 8,002,570 | | | 2023 | 632,500 | — | 2,918,142 | 706,406 | — | 7,400 | 4,264,448 | | | 2022 | 644,242 | — | 12,973,374 | 676,504 | 776,053 | 7,400 | 15,077,573 | | Ban Seng Teh(6) Executive Vice President, Global Sales and Sales Operations | 2024 | 442,391 | — | 3,486,263 | 760,746 | — | 8,489 | 4,697,889 | | | 2023 | 513,203 | — | 1,865,056 | 441,677 | — | 19,524 | 2,839,460 | | | 2022 | 412,719 | — | 1,265,261 | 315,758 | 497,161 | 7,623 | 2,498,522 | | John Morris(7) Senior Vice President, Chief Technology Officer | 2024 | 324,544 | — | 2,518,608 | — | — | 7,400 | 2,850,552 | | Kian Fatt Chong(6),(7) Senior Vice President, Operations | 2024 | 314,843 | — | 1,798,057 | — | — | 6,479 | 2,119,379 |

  54. Summary Compensation Table

    (1)As previously disclosed, the Board approved temporary salary reductions for our NEOs on April 16, 2023. Reductions were as follows: Dr. Mosley and Mr. Romano's base salaries were each reduced by 100% and Mr. Morris' base salary was reduced by 35% for a period of six months starting on May 8, 2023, and Mr. Teh's base salary was reduced by 50% and Mr. Chong's base salary was reduced by 35% for a period of six months starting on June 1, 2023. Because the Company's fiscal year ended on June 30, 2023, this salary reduction also impacted executive compensation for our NEOs in fiscal year 2024. Salaries were returned to their prior levels in November 2023 upon completion of the six-month period. (2)As previously disclosed, the Compensation and People Committee decided not to fund the EPB and to not award a bonus for fiscal year 2024. (3)Amounts do not reflect the actual value realized by the NEO. In accordance with SEC rules, the columns represent the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For RSUs and time-based options, the grant date fair value was determined using the closing share price of Seagate ordinary shares on the date of grant, adjusted for the present value of expected dividends. For all PSUs, including the TPSUs, whose vesting is subject to performance conditions as defined by ASC 718, we have assumed the probable outcome of related performance conditions at target levels. The aggregate grant date fair value for PSUs granted in fiscal year 2024, assuming the achievement of the highest level of performance, is $14,538,280 for Dr. Mosley, $9,310,763 for Mr. Romano, $5,110,829 for Mr. Teh, $3,264,367 for Mr. Morris, and $2,319,286 for Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024. (4)For fiscal year 2022, represents amounts payable under the Executive Officer Performance Bonus Plan, the predecessor to the EPB that was introduced for fiscal year 2023. The Company expects to issue shares in lieu of cash for future awards under the EPB. (5)Amounts reported in the “All Other Compensation” column are itemized in the supplemental “All Other Compensation for Fiscal Year 2024” table below. (6)The compensation, initially paid in SGD due to the NEOs' location in Singapore, was converted to USD using the fiscal year 2024 exchange rate of 0.7372 as of June 28, 2024. (7)Messrs. Morris and Chong were not NEOs in fiscal years 2023 or 2022.

  55. Summary Compensation Table

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 45 |

  56. Grants of Plan-Based Awards Table for Fiscal Year 2024

    Grants of Plan-Based Awards Table for Fiscal Year 2024

  57. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | Name | Type of Award | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Share Awards: Number of Shares or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Share and Option Awards ($) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | William D. Mosley | EPB(1) | — | — | — | — | — | — | — | — | | | Time Option | 9/11/2023(2) | — | — | — | — | 141,600 | $64.31 | 2,553,855 | | | PSU | 9/11/2023(3) | 44,250 | 88,500 | 177,000 | | | | 5,340,975 | | | RSU | 9/11/2023(4) | — | — | — | 53,100 | | | 3,124,404 | | | PSU | 2/20/2024(5) | 11,808 | 23,615 | 47,230 | — | | | 1,928,165 | | Gianluca Romano | EPB(1) | — | — | — | — | — | — | — | — | | | Time Option | 9/11/2023(2) | — | — | — | — | 72,320 | $64.31 | 1,304,342 | | | PSU | 9/11/2023(3) | 22,595 | 45,190 | 90,380 | — | — | — | 2,727,217 | | | RSU | 9/11/2023(4) | — | — | — | 27,115 | — | — | 1,595,447 | | | PSU | 2/20/2024(5) | 11,808 | 23,615 | 47,230 | — | — | — | 1,928,165 | | Ban Seng Teh | EPB(1) | — | — | — | — | — | — | — | — | | | Time Option | 9/11/2023(2) | — | — | — | — | 42,180 | $64.31 | 760,746 | | | PSU | 9/11/2023(3) | 13,183 | 26,365 | 52,730 | — | — | — | 1,591,128 | | | RSU | 9/11/2023(4) | — | — | — | 15,820 | | | 930,849 | | | PSU | 2/20/2024(5) | 5,905 | 11,810 | 23,620 | — | — | — | 964,287 | | John C. Morris | EPB(1) | — | — | — | — | — | — | — | — | | | PSU | 9/11/2023(3) | 7,533 | 15,065 | 30,130 | — | — | — | 909,173 | | | RSU | 9/11/2023(4) | — | — | — | 15,065 | | | 886,425 | | | PSU | 2/20/2024(5) | 4,428 | 8,855 | 17,710 | — | — | — | 723,011 | | Kian Fatt Chong | EPB(1) | — | — | — | — | — | — | — | — | | | PSU | 9/11/2023(3) | 3,618 | 7,235 | 14,470 | — | — | — | 436,632 | | | RSU | 9/11/2023(4) | — | — | — | 10,850 | | | 638,414 | | | PSU | 2/20/2024(5) | 4,428 | 8,855 | 17,710 | — | — | — | 723,011 |

  58. Grants of Plan-Based Awards Table for Fiscal Year 2024

    (1)As previously disclosed, the Compensation and People Committee decided not to fund the EPB and to not award a bonus for fiscal year 2024. (2)Unless otherwise indicated, options awarded during fiscal year 2024 under the 2022 EIP are subject to a four-year vesting schedule. 25% of the shares subject to the options vest one year after the grant date and then 1/48th of the shares subject to the options vest monthly thereafter, contingent on continuous service through the applicable vesting dates. For a description of the options, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Options.” (3)Unless otherwise indicated, PSUs awarded during fiscal year 2024 under the 2022 EIP vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable financial and operational performance criteria. For a description of the PSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Performance Share Units.” In accordance with SEC rules, this represents the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For all PSUs, we have assumed the probable outcome of related performance conditions as defined by ASC 718 at target levels. The total aggregate grant-date fair value for these PSUs, assuming the achievement of the highest level of performance, is $10,681,950 for Dr. Mosley, $5,454,433 for Mr. Romano, $3,182,256 for Mr. Teh, $1,818,346 for Mr. Morris, and $873,265 for Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024. (4)RSUs awarded during fiscal year 2024 under the 2022 EIP are subject to a four-year vesting schedule. 25% of the shares vest one year after the grant date and then 6.25% of the shares vest quarterly thereafter, contingent on continuous service through the applicable vesting dates. For a description of the RSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Restricted Share Units.” (5)These special, one-time PSUs awarded during fiscal year 2024 under the 2022 EIP are subject to a two-year vesting schedule. 50% of the shares vest one year after the grant date and 50% of the shares vest on the second anniversary of the grant date, subject to both continuous service and the achievement of the applicable financial and operational performance criteria. For more information on the PSUs, refer to the section entitled "Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Executive Strategic Performance Share Unit Grant." In accordance with SEC rules, this represents the aggregate grant date fair value calculated in accordance with ASC 718, excluding the effect of

  59. Grants of Plan-Based Awards Table for Fiscal Year 2024

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  60. Grants of Plan-Based Awards Table for Fiscal Year 2024

    estimated forfeitures. For all PSUs, we have assumed the probable outcome of related performance conditions as defined by ASC 718 at target levels. The total aggregate grant-date fair value for these PSUs, assuming the achievement of the highest level of performance, is $3,856,330 for Dr. Mosley and Mr. Romano, $1,928,573 for Mr. Teh, and $1,446,022 for Mr. Morris and Mr. Chong. For additional information on the RSU valuation assumptions, see Note 11 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024.

  61. 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 28, 2024.

  62. 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 | 9/10/2018(1) | 141,785 | — | 50.29 | 9/10/2025 | - | - | | | 9/9/2019(1) | 154,347 | — | 54.78 | 9/9/2026 | | | | | 9/9/2020(1) | 156,656 | 10,444 | 46.23 | 9/9/2027 | | | | | 9/9/2021(1) | 66,055 | 30,025 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | 52,535 | 67,545 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | — | 141,600 | 64.31 | 9/11/2030 | | | | | 9/9/2019(3) | | | | | 13,006 | 1,343,130 | | | 9/9/2020(3) | | | | | 31,330 | 3,235,449 | | | 9/9/2021(4) | | | | | 60,045 | 6,200,847 | | | 9/9/2022(4) | | | | | 75,045 | 7,749,897 | | | 9/11/2023(4) | | | | | 88,500 | 9,139,395 | | | 2/20/2024(5) | | | | | 23,615 | 2,438,721 | | | 9/9/2021(6) | | | | | 18,013 | 1,860,203 | | | 9/9/2022(7) | | | | | 25,331 | 2,615,932 | | | 9/11/2023(7) | | | | | 53,100 | 5,483,637 | | Gianluca Romano | 9/9/2020(1) | 6,450 | 2,419 | 46.23 | 9/9/2027 | | | | | 9/9/2021(1) | 22,123 | 10,057 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | 17,885 | 22,995 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | — | 72,320 | 64.31 | 9/11/2030 | | | | | 9/9/2019(3) | | | | | 3,614 | 373,218 | | | 9/9/2020(3) | | | | | 7,257 | 749,430 | | | 9/9/2021(4) | | | | | 20,110 | 2,076,760 | | | 2/22/2022(8) | | | | | 18,725 | 1,933,731 | | | 9/9/2022(4) | | | | | 25,550 | 2,638,549 | | | 9/11/2023(4) | | | | | 45,190 | 4,666,771 | | | 2/20/2024(5) | | | | | 23,615 | 2,438,721 | | | 9/9/2021(6) | | | | | 6,033 | 623,028 | | | 2/22/2022(6) | | | | | 28,086 | 2,900,441 | | | 9/9/2022(7) | | | | | 8,624 | 890,600 | | | 9/11/2023(7) | | | | | 27,115 | 2,800,166 |

  63. Outstanding Equity Awards at Fiscal Year-End

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  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) | | Ban Seng Teh | 3/22/2021(1) | 22,847 | 5,273 | 75.94 | 3/22/2028 | | | | | 9/9/2021(1) | 10,326 | 4,694 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | 11,182 | 14,378 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | — | 42,180 | 64.31 | 9/11/2030 | | | | | 3/22/2021(3) | | | | | 3,514 | 362,891 | | | 9/9/2021(4) | | | | | 9,385 | 969,189 | | | 9/9/2022(4) | | | | | 15,970 | 1,649,222 | | | 9/11/2023(4) | | | | | 26,365 | 2,722,714 | | | 2/20/2024(5) | | | | | 11,810 | 1,219,619 | | | 9/9/2020(6) | | | | | 3,464 | 357,727 | | | 9/9/2021(6) | | | | | 2,816 | 290,808 | | | 9/9/2022(7) | | | | | 5,392 | 556,832 | | | 9/11/2023(7) | | | | | 15,820 | 1,633,731 | | John C. Morris | 9/9/2021(4) | | | | | 7,540 | 778,656 | | | 9/9/2022(4) | | | | | 7,985 | 824,611 | | | 9/11/2023(4) | | | | | 15,065 | 1,555,763 | | | 2/20/2024(5) | | | | | 8,855 | 914,456 | | | 9/9/2020(6) | | | | | 3,848 | 397,383 | | | 9/9/2021(6) | | | | | 3,770 | 389,328 | | | 9/9/2022(7) | | | | | 4,492 | 463,889 | | | 9/11/2023(7) | | | | | 15,065 | 1,555,763 | | Kian Fatt Chong | 9/9/2021(4) | | | | | 3,195 | 329,948 | | | 9/9/2022(4) | | | | | 2,150 | 222,031 | | | 9/11/2023(4) | | | | | 7,235 | 747,158 | | | 2/20/2024(5) | | | | | 8,855 | 914,456 | | | 9/9/2020(6) | | | | | 2,694 | 278,209 | | | 9/9/2021(6) | | | | | 2,396 | 247,435 | | | 9/9/2022(7) | | | | | 1,812 | 187,125 | | | 9/11/2023(7) | | | | | 10,850 | 1,120,480 |

  65. 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 28, 2024 of $103.27. (3)These TPSU awards, issued under the 2012 Equity Incentive Plan ("2012 EIP"), the predecessor to the 2022 EIP, are subject to both continuous service and the satisfaction of the applicable performance vesting requirement. The first tranche vests no sooner than the first anniversary of the grant date, subject to satisfaction of the specified performance criterion. The remaining tranches continue to vest annually thereafter, subject to the achievement of the subsequent annual AEPS goal, with the ability to catch-up vest each year if the annual AEPS goal is not achieved in prior years. If threshold AEPS is not achieved, no awards will vest and the shares underlying the awards will be forfeited at the end of the performance period. The TPSU awards are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Threshold Performance Share Units.” (4)These PSUs were issued under the 2012 EIP and the 2022 EIP. The PSUs vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable performance criteria. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. The PSUs are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Performance Share Units.” (5)These special, one-time PSUs were issued under the 2022 EIP. The PSUs vest 50% each year in a two-year performance period, subject to both continuous service and the achievement of the applicable performance criteria. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. The PSUs are described in more detail above under “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Executive Strategic Performance Share Unit Grant." (6)These RSUs were issued under the 2012 EIP and the 2022 EIP and are subject to a four-year vesting schedule. These RSUs vest 25% annually, contingent on continuous service.

  66. Outstanding Equity Awards at Fiscal Year-End

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  67. Outstanding Equity Awards at Fiscal Year-End

    (7)These RSUs were issued under the 2022 EIP and are subject to a four-year vesting schedule. These RSUs vest 25% on the first anniversary of the grant date, and then in equal quarterly installments thereafter, contingent on continuous service. For a description of these RSUs, refer to the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Share Awards—Restricted Share Units.” (8)These retention PSUs for Mr. Romano were issued under the 2022 EIP. The PSUs vest after the end of a three-year performance period, subject to both continuous service and the achievement of the applicable performance criteria - the attainment of certain specified 30-day average closing share prices at any point during the performance period. If the minimum performance threshold is not achieved, no PSUs will vest and the PSUs will be forfeited at the end of the performance period. For a description of these RSUs, refer to the Company's 2022 Proxy Statement.

  68. Option Exercises and Shares Vested for Fiscal Year 2024

    Option Exercises and Shares Vested for Fiscal Year 2024

  69. Option Exercises and Shares Vested for Fiscal Year 2024

    | | Option Awards | | Unit Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | William D. Mosley | 452,048 | $18,544,491 | 112,872 | $7,465,377 | | Gianluca Romano | 61,895 | $1,894,030 | 45,385 | $3,327,448 | | Ban Seng Teh | — | — | 19,067 | $1,283,520 | | John C. Morris | — | — | 18,422 | $1,233,275 | | Kian Fatt Chong | — | — | 11,642 | $770,489 |

  70. Option Exercises and Shares Vested for Fiscal Year 2024

    (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.

  71. Non-Qualified Deferred Compensation Plans

    Non-Qualified Deferred Compensation Plans

  72. Non-Qualified Deferred Compensation Plans

    | Name | Executive Contributions in Fiscal Year 2024 ($)(1) | Registrant Contributions in Fiscal Year 2024 ($) | Aggregate Earnings in Fiscal Year 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year 2024 End ($)(2) | | William D. Mosley | — | — | 64,709 | — | 502,064 | | Gianluca Romano | — | — | — | — | — | | Ban Seng Teh | — | — | — | — | — | | John C. Morris | — | — | — | — | — | | Kian Fatt Chong | — | — | — | — | — |

  73. Non-Qualified Deferred Compensation Plans

    (1)Amount is included in fiscal year 2024 compensation in the “Salary” column of the Summary Compensation Table for fiscal year 2024. (2)Includes executive contributions already reported in the Summary Compensation Table for fiscal year 2024 or a prior fiscal year, with the exception of earnings on contributions, as such earnings are not considered to be at above-market rates.

  74. Non-Qualified Deferred Compensation Plans

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  75. 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.”

  76. 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 28, 2024, had around 30,000 regular, intern, and fixed-term employees, of whom approximately 25,200 were located in our Asia operations. For fiscal year 2024, the median annual total compensation of all employees of the Company, excluding our CEO, was $13,040, and the annual total compensation of our CEO was $13,631,727, as reported in the “Summary Compensation Table for Fiscal Year 2024” on page 45 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 1,045:1. As permitted under the SEC rules, we are using the same median employee identified in our fiscal year 2023 CEO pay ratio, as we believe the changes to our employee population and employee compensation arrangements have not significantly impacted our median compensation and accordingly, would not result in a significant change in our pay ratio disclosure. The median employee used for the pay ratio disclosure was determined as of June 1, 2023; all foreign currencies were converted to U.S. dollars. 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 required by the applicable SEC rules. In fiscal year 2023, 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 awards granted to eligible employees based on grant date fair value determined in accordance with FASB ASC Topic 718. For fiscal year 2024, 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.

  77. 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, 2023, and 2024:

  78. 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) | | | | 2024 | $13,631,727 | $31,274,781 | $4,417,598 | $8,654,378 | $255 | $241 | $335 | 64% | | 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% |

  79. Pay Versus Performance

    (1)William D. Mosley was our PEO during all of our fiscal years 2021, 2022, 2023, and 2024. The individuals comprising the non-PEO NEOs for each fiscal year presented are: (i) in fiscal year 2024, Mr. Romano, Mr. Teh, Mr. Morris, and Mr. Chong, (ii) in fiscal year 2023, Mr. Romano, Mr. Teh, Ms. Katherine E. Schuelke, Mr. Jeffrey D. Nygaard, and Mr. Ravi Naik, (iii) in fiscal year 2022, Mr. Romano, Mr. Nygaard, Mr. Naik, and Mr. Teh, and (iv) in fiscal year 2021, Mr. Romano, Mr. Nygaard, Mr. Naik, and Mr. Teh. (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.

  80. Pay Versus Performance

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  81. Pay Versus Performance

    | | SCT (a) | Grant Date Value of New Awards (b) | Year-End Fair Value of New Awards (i) | Change in Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years (ii) | Change in Value of Vested Awards Granted in Prior Fiscal Years (iii) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year (iv) | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions (v) | Total Equity Award Adjustments (c ) = (i)+(ii)+(iii)+(iv)+(v) | CAP (d) = (a)-(b)+(c ) | | PEO ($) | 13,631,727 | 12,947,399 | 22,534,598 | 6,200,657 | 1,855,198 | — | — | 30,590,453 | 31,274,781 | | Average of Non-PEO NEOs ($) | 4,417,598 | 4,029,711 | 6,229,055 | 1,694,159 | 343,277 | — | — | 8,266,491 | 8,654,378 |

  82. 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, 2023, and 2024. 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 2024. This performance measure may not have been the most important financial performance measure for other fiscal years shown in the table above 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 minus the non-GAAP tax expense (benefit), divided by (ii) (x) adjusted net plant, property, and equipment plus total current assets minus cash and cash equivalents, minus (y) total current liabilities excluding debt. All values represent U.S. GAAP results except adjusted operating income, non-GAAP tax expense (benefit), and adjusted net plant, property, and equipment. Adjusted operating income, used to determine Annual ROIC, is operating income adjusted to exclude the impact of (a) share-based compensation expense and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance 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 finance leasing.

  83. Pay Versus Performance

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  84. 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 four most recently completed fiscal years.

  85. Pay Versus Performance

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  86. Pay Versus Performance

    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 four most recently completed fiscal years.

  87. Pay Versus Performance

    | 2024 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 59 |

  88. 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 four most recently completed fiscal years. Performance Measures Included below are the most important metrics that influenced CAP in fiscal year 2024. 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.”

  89. Pay Versus Performance

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

  90. Pay Versus Performance

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