DEF 14A of Seagate Technology Holdings plc, Sep 9, 2025

DEF 14A of Seagate Technology Holdings plc

Filed Sep 9, 2025 · FY20250001137789-25-000211

Open on EDGAR

  1. TO BE HELD ON OCTOBER 25, 2025

    | Outstanding Equity Awards at 2025 Fiscal Year-End | 53 | | Option Exercises and Shares Vested for Fiscal Year 2025 | 55 | | Non-Qualified Deferred Compensation Plans | 55 | | Potential Payments Upon Qualifying Termination or Change in Control | 56 | | Chief Executive Officer Pay Ratio | 60 | | Pay Versus Performance | 60 | | Proposal 3 - A Non-Binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending July 3, 2026 and Binding Authorization of the Audit and Finance Committee to Set Auditors' Remuneration | 65 | | Audit and Finance Committee Report | 65 | | Fees to Independent Auditors | 67 | | Pre-Approval of Services by Independent Auditors | 67 | | Proposal 4 - Approval of the Amended and Restated Employee Stock Purchase Plan | 68 | | Proposal 5 - Approval of the Amended and Restated 2022 Equity Incentive Plan | 68 | | Proposal 6 - Grant Board Authority to Allot and Issue Shares | 91 | | Proposal 7 - Grant Board Authority to Opt-out of Statutory Pre-emption Rights | 92 | | Proposal 8 - Determine the Price Range at which the Company can Re-Allot Shares Held as Treasury Shares | 94 | | Certain Relationships and Related Transactions | 95 | | Security Ownership Of Certain Beneficial Owners and Management | 96 | | Shareholder Proposals and Nominations | 99 | | Disclosure of Interests | 101 | | Annual Report | 102 | | Householding | 103 | | Appendix A - Director's Report and Financial Statements For Year Ended June 27, 2025 | A-1 | | Appendix B - Seagate Technology Holdings Public Limited Company Amended and Restated Employee Stock Purchase Plan Purpose | B-1 | | Appendix C - Seagate Technology Holdings Public Limited Company 2022 Equity Incentive Plan | C-1 |

  2. Audit Committee Financial Expert

    | Mark W. Adams President and Chief Executive Officer Penguin Solutions Inc. Age: 61 Director since: 2024 | Qualifications That Benefit Our Board: •Financial, international, business development, technological, and operational expertise through his service as a senior-level executive with several large multinational corporations •Strong operational expertise, strategic transformation leadership, and global business acumen •Over 25 years of experience in the technology sector, including semiconductors, memory solutions, and LED lighting •Currently serving as President and Chief Executive Officer of Penguin Solutions Inc., a specialty memory, storage, and hybrid solutions company, since August 31, 2020 •Previously served on Seagate’s board of directors from January 2017 to October 2022 Prior Experience: •Chief Executive Officer, Lumileds, Inc. (Feb 2017 – Mar 2019) •President, Micron Technology, Inc. (Feb 2012 – Feb 2016) •Various leadership roles at Micron (2006 – Feb 2012) •Chief Operating Officer, Lexar Media, Inc. (2006) •Vice President of Sales and Marketing, Creative Labs, Inc. (2002 – 2006) | | | | Other Current Public Company Directorships: •Penguin Solutions Inc. •Cadence Design Systems, Inc. | Board Committees: •Nominating & Corporate Governance | | Shankar Arumugavelu Executive Vice President and President of Global Services Verizon Communications Inc. Age: 54 Director since: 2021 | Qualifications That Benefit Our Board: •Substantial technology, strategy, global operations, cybersecurity, information systems, data, analytics, AI, and infrastructure expertise •Multi-decade tenure with Verizon Communications Inc. (“Verizon”) and its predecessor companies, with a strong track record in leading enterprise digital transformation initiatives to scale business operations and drive profitable revenue growth •Currently serving as Executive Vice President and President of Global Services at Verizon since July 2024, where he leads Verizon’s central support services operations and oversees the shared services teams, including information technology, digital, data, analytics and AI, real estate, sourcing, supply chain, and fleet operations Prior Experience: •Senior Vice President and Global CIO, Verizon (Oct 2017 – July 2024) •Senior Vice President and CIO – VCM and Wireless, Verizon (Feb 2015 – Oct 2017) •Senior Vice President and CIO, Verizon (Jan 2012 – Jan 2015) •Various leadership roles at Verizon (Feb 2002 – Jan 2012) | | | | Other Current Public Company Directorships: •None | Board Committees: •Audit & Finance |

  3. Audit Committee Financial Expert

    | Prat S. Bhatt Former Chief Accounting Officer Cisco Systems, Inc. Age: 58 Director since: 2020 | Qualifications That Benefit Our Board: •Strong financial oversight, governance experience, and thought leadership in accounting standards and best practices •Substantial accounting, financial, global operations, strategy, enterprise risk management, and investor relations expertise •Currently serving on the Board of Directors of RingCentral, Inc. since March 2024, the Governing Board of the Center for Audit Quality since August 2023, and as Trustee of the Financial Accounting Foundation since January 2025 •Previously served on advisory committees to the Financial Accounting Standards Board and the Public Company Accounting Oversight Board, as well as Chair of the Financial Executives International’s Committee on Corporate Reporting •Regular speaker on financial reporting and accounting topics at Stanford University’s Graduate School of Business and other forums •Licensed Certified Public Accountant (Retired) Prior Experience: •Executive Advisor, Cisco Systems, Inc. (“Cisco”) (Aug 2023 – Jan 2024) •Chief Accounting Officer, Cisco (July 2009 – July 2023) •Corporate Controller, Cisco (July 2009 – May 2022) •Vice President, Finance and Assistant Corporate Controller, Cisco (June 2007 – July 2009) •Various leadership roles, Cisco (Nov 2000 – June 2007) •Director of Financial Operations, Kaiser Permanente (June 1999 – Nov 2000) •Senior Manager, Ernst & Young LLP (Oct 1990 – June 1999) | | | | Other Current Public Company Directorships: •RingCentral, Inc. | Board Committees: •Audit & Finance | | Michael R. Cannon Former President, Global Operations Dell Inc. Age: 72 Director since: 2011 | Qualifications That Benefit Our Board: •Extensive relevant industry expertise, including in the disk drive business and with our major customers •International, technological, operations, leadership, and research and development expertise •Significant public company board governance experience and strategic insight into global technology markets •Currently serving as Seagate’s Chair of the Board since July 2020 and previously served as Lead Independent Director from October 2016 to July 2020 •Former board member of Dialog Semiconductor plc, Elster Group SE, Adobe Systems, Inc., and Maxtor Corporation Prior Experience: •Consultant to Dell Inc. (Jan 2009 – Jan 2011) •President, Global Operations, Dell Inc. (Feb 2007 – Jan 2009) •President and CEO, Solectron Corp. (Jan 2003 – Feb 2007) •CEO, Maxtor Corporation (July 1996 – Jan 2003) •Various senior management positions at IBM •Engineering and management positions at The Boeing Company | | | | Other Current Public Company Directorships: •Lam Research Corporation | Board Committees: •Compensation and People •Nominating & Corporate Governance |

  4. Audit Committee Financial Expert

    | Richard L. Clemmer Founding General Partner Socratic Partners Age: 74 Director since: 2022 | Qualifications That Benefit Our Board: •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 •Deep knowledge of the electronics industry and many of the Company’s largest customers, as well as experience working with private equity investors •Former board member of Aptiv PLC, NXP Semiconductors N.V., and NCR Corporation, and currently serves on multiple private and non-profit boards Prior Experience: •Chief Executive Officer and President, NXP Semiconductors N.V. (2009 – May 2020) •Senior Advisor, Kohlberg Kravis Roberts & Co. (2007 – 2008) •President and CEO, Agere Systems Inc. (2005 – 2007) •Various leadership roles at Texas Instruments, Inc. •Various leadership roles at Quantum Corporation | | | | Other Current Public Company Directorships: •HP Inc. •Qorvo, Inc. | Board Committees: •Nominating & Corporate Governance | | Yolanda L. Conyers Former Vice President of Global Human Resources and Chief Global Diversity Officer Lenovo Age: 58 Director since: 2022 | Qualifications That Benefit Our Board: •Senior-level executive experience with large multinational corporations, including several companies in Seagate’s industry •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 Prior Experience: •President, Lenovo Foundation (Jan 2018 – Dec 2020) •Vice President of Global Human Resources and Chief Global Diversity Officer, Lenovo (Dec 2014 – Dec 2020) •Various leadership roles at Lenovo (Jan 2007 – Dec 2014) •Various leadership roles at Dell Technologies •Various leadership roles at Texas Instruments | | | | Other Current Public Company Directorships: •None | Board Committees: •Compensation and People |

  5. Audit Committee Financial Expert

    | Jay L. Geldmacher President and Chief Executive Officer Resideo Technologies, Inc. Age: 69 Director since: 2012 | Qualifications That Benefit Our Board: •International, technological, and operational expertise along with additional board experience from his service on other public company boards •Strong public company CEO experience and strategic insight •Currently serving as President, CEO, and member of the board of directors of Resideo Technologies, Inc., a provider of comfort and security solutions, since May 2020 •Previously served on the board of directors of Verra Mobility and as an Executive Advisory Council Member for Vertiv Corporation Prior Experience: •Global CEO and President, Electro Rent Corporation (Sept 2019 – May 2020) •President and CEO, Artesyn Embedded Technologies (Nov 2013 – Aug 2019) •Executive Vice President of Emerson Electric Company and President of Emerson Network Power’s Embedded Computing & Power Group (2007 – 2013) •Group Vice President and President of Emerson Network Power’s Embedded Computing & Power Group (2006 – 2007) •President, Astec Power Solutions, an Emerson subsidiary (1998 – 2006) | | | | Other Current Public Company Directorships: •Resideo Technologies, Inc. | Board Committees: •Compensation and People (Chair) •Nominating & Corporate Governance | | Dylan G. Haggart Managing Partner & Chief Investment Officer Fivespan Partners Age: 38 Director since: 2018 | Qualifications That Benefit Our Board: •Extensive experience working collaboratively with management and boards of directors on strategy, capital structure, mergers and acquisitions, and talent management •Experience as an investor and public company board member involved in strategic planning for other large companies across a wide range of industries •Substantial expertise with complex financial markets issues, capital allocation, strategy, technology, matters of corporate governance, executive compensation, and talent management •Currently serving as Managing Partner and Chief Investment Officer at Fivespan Partners, an investment firm, since September 2023 •Previously served as Partner at ValueAct Capital from 2013 to 2023, a governance-oriented investment firm that invests in a concentrated portfolio of public companies •Former board member of Fiserv, Inc. Prior Experience: •Partner, ValueAct Capital (2013 – 2023) •Private Equity Investor, TPG Capital •Investment Banker, Goldman Sachs | | | | Other Current Public Company Directorships: •None | Board Committees: •Compensation and People |

  6. Audit Committee Financial Expert

    | William D. Mosley Chief Executive Officer Seagate Age: 59 Director since: 2017 | Qualifications That Benefit Our Board: •Broad-based executive-level experience and in-depth understanding of Seagate’s business strategy and priorities •Valuable global operational, technological, research and development, and sales and marketing expertise •Currently serving as Chief Executive Officer of Seagate since October 2017 and a Board member since July 2017 •Joined Seagate in 1996 as Senior Engineer and advanced through increasing leadership roles until promotion to VP •Holds a Ph.D. in Solid State Physics Prior Experience: •President and Chief Operating Officer, Seagate (June 2016 – Sept 2017) •President, Operations and Technology, Seagate (Oct 2013 – June 2016) •Executive Vice President, Operations, Seagate (March 2011 – Oct 2013) •Executive Vice President, Global Sales and Marketing, Seagate (Feb 2009 – March 2011) •Senior Vice President, Global Disk Storage Operations, Seagate (2007 – 2009) •Vice President, Research and Development, Engineering, Seagate (2002 – 2007) | | | | Other Current Public Company Directorships: •Cirrus Logic, Inc. | Board Committees: •None | | Thomas A. Szlosek Executive Vice President and Chief Financial Officer AutoNation, Inc. Age: 61 Director since: 2025 | Qualifications That Benefit Our Board: •Over three decades of financial leadership experience, including serving as Chief Financial Officer of two Fortune 500 companies •Deep expertise in financial controls and external reporting, financial planning and analysis, accounting, tax, internal audit, treasury, investor relations, and real estate •Demonstrated success in leading global finance organizations across diverse industries, including medical, technology, and manufacturing •Currently serving on the Board of Directors of RXO, Inc. since November 2022 •Certified Public Accountant Prior Experience: •Executive Vice President and Chief Financial Officer, AutoNation, Inc. (Aug 2023 – Present) •Executive Vice President and Chief Financial Officer, Avantor Inc. (Dec 2018 – Aug 2023) •Senior Vice President and Chief Financial Officer, Honeywell International (April 2014 – Aug 2018) •Various leadership roles, Honeywell International (June 2004 – April 2014) | | | | Other Current Public Company Directorships: •RXO, Inc. | Board Committees: •Audit & Finance |

  7. Audit Committee Financial Expert

    | Stephanie Tilenius Founder and Board Advisor Vida Health, Inc. Venture Advisor AI Fund Age: 58 Director since: 2014 | Qualifications That Benefit Our Board: •Senior executive experience in the consumer internet, healthcare services, and software sectors •Leadership, strategic insight, digital and e-commerce expertise, software and data expertise, and experience as a company founder •Founder and former Chief Executive Officer of Vida Health, Inc., a mobile telemedicine platform for cardio-metabolic conditions with embedded mental health support, serving Fortune 500 companies and major U.S. healthcare providers •Currently serving as a Venture Advisor for AI Fund, a venture studio for AI-based companies, since September 2024 •Previously served on other public company boards including Tapestry, Inc., ContextLogic, Inc., and Redbubble Ltd. Prior Experience: •Chief Executive Officer, Vida Health, Inc. (2014 – 2023) •Executive in Residence, Kleiner Perkins Caufield & Byers (June 2012 – Oct 2014) •Vice President of Global Commerce and Payments, Google Inc. (Feb 2010 – June 2012) •Various leadership roles at eBay Inc. (March 2001 – Oct 2009) | | | | Other Current Public Company Directorships: •None | Board Committees: •Audit & Finance |

  8. 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.

  9. Fiscal Year 2025 Non-Employee Director Compensation

    Fiscal Year 2025 Non-Employee Director Compensation The compensation paid or awarded to our non-employee directors as of June 27, 2025 for Fiscal Year 2025 is set forth in the table below.

  10. Fiscal Year 2025 Non-Employee Director Compensation

    | Name of Director | Fees Earned or Paid in Cash ($) | Share Award ($)(1) | All Other Compensation ($) | Total ($) | | Mark W. Adams | 76,154 | 294,641 | — | 370,795 | | Shankar Arumugavelu | 115,000 | 294,641 | — | 409,641 | | Prat S. Bhatt | 135,000 | 294,641 | — | 429,641 | | Robert A. Bruggeworth | 35,701 | — | — | 35,701 | | Judy Bruner | 135,000 | 294,641 | — | 429,641 | | Michael R. Cannon | 195,000 | 374,948 | — | 569,948 | | Richard L. Clemmer | 110,000 | 294,641 | — | 404,641 | | Yolanda L. Conyers | 110,000 | 294,641 | — | 404,641 | | Jay L. Geldmacher | 140,000 | 294,641 | — | 434,641 | | Dylan G. Haggart | 110,000 | 294,641 | — | 404,641 | | Stephanie Tilenius | 115,000 | 294,641 | — | 409,641 |

  11. Fiscal Year 2025 Non-Employee Director Compensation

    (1)Represents the grant date fair value of RSU awards granted in Fiscal Year 2025 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”), determined by multiplying the number of RSUs granted by the fair value of our ordinary shares on October 19, 2024, the date of grant. Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 10 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for Fiscal Year 2025 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 2025 is set forth in the table below. The aggregate number of outstanding restricted stock units held by each of our non-employee directors as of June 27, 2025 is set forth in the table below. Mr. Bruggeworth(a) did not hold any restricted stock units and none of our non-employee directors held stock options as of June 27, 2025.

  12. Fiscal Year 2025 Non-Employee Director Compensation

    | Name of Director | Aggregate Number of Outstanding RSUs(b) | | Mark W. Adams(c) | 2,693 | | Shankar Arumugavelu | 2,693 | | Prat S. Bhatt | 2,693 | | Judy Bruner | 2,693 | | Michael R. Cannon | 3,427 | | Richard L. Clemmer | 2,693 | | Yolanda L. Conyers | 2,693 | | Jay L. Geldmacher | 2,693 | | Dylan G. Haggart | 2,693 | | Stephanie Tilenius | 2,693 |

  13. Fiscal Year 2025 Non-Employee Director Compensation

    (a)Mr. Bruggeworth retired from our Board on October 19, 2024. (b)Represents outstanding RSUs awarded to our non-employee directors on October 19, 2024. (c)Mr. Adams commenced service on our Board on October 19, 2024.

  14. Fiscal Year 2025 Non-Employee Director Compensation

    | 28 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2025 Proxy Statement |

  15. Fiscal Year 2025 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") |

  16. Fiscal Year 2025 Non-Employee Director Compensation

    We are presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to vote, on an advisory, non-binding basis, on the compensation of our NEOs for Fiscal Year 2025, as required by Section 14A of the Exchange Act and the related rules of the SEC. The Board has determined to hold a Say-on-Pay advisory vote each year. You may endorse or not endorse, respectively, the compensation paid to our NEOs by voting for or against the following resolution: “RESOLVED, as an ordinary resolution, that, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related disclosure contained in the Company’s Proxy Statement, is hereby approved.” While our Board intends to carefully consider the shareholder vote resulting from the proposal, the final vote is advisory and will not be binding. In considering your vote, please be advised that our compensation program for our NEOs is guided by our compensation strategy, as further described under the “Compensation Discussion and Analysis” section below: ■CEO compensation tied to performance. In Fiscal Year 2023, annual incentive was converted from a cash to a share payout to further align to shareholder interests. No payout was received for Fiscal Year 2025 due to Company performance. The total actual compensation of our CEO has fluctuated from year to year. In addition, we have implemented a cap on annual incentive funding for all executive officers. ■Long-term equity incentive compensation tied to performance. In Fiscal Year 2025, 50% of the long-term equity incentive awards to our NEOs, including the CEO, were granted in the form of Performance Share Units (“PSUs”), which vest dependent upon the achievement of pre-established financial and operational performance objectives, including return on invested capital and relative total shareholder return. ■Compensation unrelated to performance is limited. We do not have single trigger change of control severance provisions, supplemental executive retirement plans, or excise tax (golden parachute tax) gross-ups for our NEOs. ■Robust share ownership requirements. Our share ownership requirements for our NEOs directly link the interests of management and our shareholders.

  17. Fiscal Year 2025 Executive Compensation Highlights

    Fiscal Year 2025 Executive Compensation Highlights Key highlights of our executive compensation program for Fiscal Year 2025 are as follows: ■Pay Aligned with Performance & Shareholder Value Creation: Our executive compensation program emphasizes at-risk pay closely tied to Company and shareholder outcomes. A significant majority of total direct compensation for our NEOs is performance-based and delivered through long-term equity awards. In Fiscal Year 2025, incentive outcomes were earned above target, reflecting the Company’s strong financial results, operational execution, and market performance during the year. This alignment between business performance and realized pay underscores our commitment to linking executive compensation with shareholder value creation. ■Balanced Use of ROIC and rTSR Metrics: Beginning in Fiscal Year 2025, relative Total Shareholder Return ("rTSR") was introduced as a standalone metric within our Performance Share Unit ("PSU") program, alongside Return on Invested Capital ("ROIC"), to strengthen alignment with shareholder returns and reinforce long-term value creation. PSU payouts are now based on the weighted achievement of both metrics over the three-year performance period. ■Strong Shareholder Support and Governance Practices: Our Say-on-Pay proposal received approximately 96% approval at the 2024 AGM (excluding abstentions and broker non-votes). We continue to engage with investors and use an independent compensation consultant to ensure our program remains market competitive and aligned with governance best practices. ■Program Updates in Fiscal Year 2025: •Added rTSR as a discrete performance metric for PSUs (previously a modifier) •Adjusted PSU weighting between ROIC and rTSR to better reflect both internal financial performance and market-relative returns •Maintained rigorous stock ownership guidelines and clawback policies to protect shareholder interests

  18. Fiscal Year 2025 Executive Compensation Practices

    | What We Do | | | | | ✓ | At least 50% of long-term equity incentives for NEOs are performance-based in connection with the annual review cycle. | ✓ | Prohibit short sales, hedging, and derivative transactions; restrict pledging by directors, executive officers, and key employees | | ✓ | Caps on performance-based awards and equity incentive compensation | ✓ | Compensation and People Committee consists solely of independent directors | | ✓ | Incentive awards are tied to financial and operational performance goals | ✓ | Independent compensation consultant engaged by the Compensation and People Committee | | ✓ | Majority of executive compensation is “at risk” and performance-based | ✓ | Annual risk assessment of our compensation programs and practices | | ✓ | Clawback provisions apply to incentive compensation | ✓ | Meaningful ownership requirements for executives and directors | | ✓ | Compensation strategy is reviewed at least annually by the Compensation and People Committee | ✓ | Equity dilution and burn rate are monitored and kept within competitive norms | | ✓ | Say-on-pay results and shareholder feedback are reviewed annually and considered in compensation decisions | | |

  19. Fiscal Year 2025 Executive Compensation Practices

    | What We Don't Do | | | | X | No “single trigger” change in control benefitsX | No dividend equivalents on unvested awards | | X | No excise tax “gross-ups” in connection with a change in controlX | No guaranteed bonuses | | X | No guaranteed salary increasesX | No backdating or spring-loading of stock options | | X | No defined benefit or supplemental pension planX | No excessive perquisites | | X | No re-pricing of options without shareholder approval | |

  20. Role of the Compensation Consultant

    Role of the Compensation Consultant During Fiscal Year 2025, the Compensation and People Committee retained Semler Brossy as its independent executive compensation consultant. The firm provided objective advice on compensation matters related to Seagate’s executive officers and non-employee directors. Semler Brossy reported directly to the Compensation and People Committee and did not provide services to Seagate management during Fiscal Year 2025, except as expressly directed by the Compensation and People Committee. The Compensation and People Committee has sole authority to engage, oversee, and terminate its advisors, and to approve all related fees and engagement terms. During the fiscal year, Semler Brossy provided comprehensive support, including: ■Executive Compensation Design: Advising on pay philosophy, incentive structure, and award types; ■Market Benchmarking: Delivering peer group analysis and competitive pay assessments; ■Governance & Shareholder Engagement: Offering insights on Say-on-Pay trends and investor expectations; ■Equity Programs: Consulting on long-term incentive plan design and administration; ■Director Compensation: Providing recommendations on non-employee director compensation. The Compensation and People Committee reviews the independence of its consultant annually, considering the factors required under SEC and Nasdaq rules. Following its review for Fiscal Year 2025, the Compensation and People Committee determined that Semler Brossy is independent and that its engagement did not raise any conflicts of interest.

  21. Executive Market Comparison Peer Group and Benchmark Philosophy

    Executive Market Comparison Peer Group and Benchmark Philosophy As part of its oversight responsibilities, the Compensation and People Committee reviews executive roles and responsibilities and evaluates market competitiveness using a defined set of peer companies (the “Executive Peer Group”) that compete for similar executive talent. The Compensation and People Committee considers both public disclosures and published compensation surveys from the Executive Peer Group when evaluating base salary, annual incentives, and long-term equity awards for Seagate’s executive officers. The Compensation and People Committee does not benchmark compensation to a specific market percentile. Executive Peer Group companies are selected annually, with input from the independent compensation consultant, based on the following criteria: ■Industry classification under Global Industry Classification Standard codes 4520 (Technology Hardware & Equipment) or 4530 (Semiconductors and Semiconductor Equipment); ■Market capitalization between 0.5x and 8x that of Seagate; ■Trailing twelve-month ("TTM") revenue between $4 billion and 3x Seagate’s revenue; and ■A comparable business model to Seagate. The Compensation and People Committee may exercise judgment to include companies that fall outside these guidelines when it determines that it is appropriate. In setting individual executive compensation targets, the Compensation and People Committee considers several factors—none of which is individually weighted—including: ■The scope and strategic impact of the executive’s role; ■Internal pay equity; ■Market competitiveness; ■Retention risk; and ■The projected value of the total compensation package. Actual compensation outcomes depend primarily on the Company’s financial and operational performance over time.

  22. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 2025 Proxy Statement | SEAGATE TECHNOLOGY HOLDINGS PLC | 35 |

  23. Executive Market Comparison Peer Group and Benchmark Philosophy

    The Executive Peer Group for Fiscal Year 2025 included the following companies:

  24. Executive Market Comparison Peer Group and Benchmark Philosophy

    | FY2025 Executive Peer Group | | | | | Analog Devices, Inc. (ADI) | Juniper Networks, Inc (JNPR) | Microchip Technology Inc. (MCHP) | NXP Semiconductors N.V. (NXPI) | | Applied Materials, Inc. (AMAT) | Keysight Technologies, Inc. (KEYS) | Micron Technology, Inc. (MU) | Skyworks Solutions, Inc. (SWKS) | | Corning Incorporated (GLW) | KLA Corporation (KLAC) | Motorola Solutions, Inc. (MSI) | Western Digital Corporation (WDC) | | Flex Ltd. (FLEX) | Lam Research Corporation (LAM) | NetApp, Inc. (NTAP) | Zebra Technologies Corporation (ZBRA) |

  25. Executive Market Comparison Peer Group and Benchmark Philosophy

    For Fiscal Year 2026, the Committee maintained the same selection criteria and methodology which resulted in the removal of two current peers (Applied Materials and Juniper Network) and the addition of two new peers (ON Semiconductor and Pure Storage). Applied materials has been outside of the sales and market value criteria for the past two years and Juniper was acquired by HPE in July 2025. ON Semiconductor has met the sales and market value criteria for the past two years and Pure Storage is smaller and balances with the larger competitors in the group while still being closely aligned on business fit.

  26. Executive Market Comparison Peer Group and Benchmark Philosophy

    | 36 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2025 Proxy Statement |

  27. Annual Incentive Plan - Executive Performance Bonus

    Annual Incentive Plan - Executive Performance Bonus

  28. EPB Plan

    EPB Plan In Fiscal Year 2025, all executive officers participated in our Executive Performance Bonus Plan (“EPB”), designed to drive achievement of the annual financial and operational goals set by the Compensation and People Committee. The Compensation and People Committee believes the EPB supports our growth objectives by preserving cash and aligning executive and shareholder interests through performance-based equity awards. Under the EPB, following certification of performance achievement after the end of the fiscal year, executives receive their bonus payment entirely in restricted stock units ("RSUs") subject to an additional one-year vesting period. The company adopted this policy in Fiscal Year 2022 to preserve cash and provide longer term alignment with shareholders. The RSU awards to participants include a 30% premium on the dollar value of the earned bonus award since the RSUs have a one-year vesting period and account for the delay in vesting experience and the volatility of the stock price compared to the prior cash-based plan. The awards are determined using the daily average closing trading price for the prior calendar month, equal to the bonus earned based on performance against pre-established metrics (the "Base Bonus Amount"), and are awarded in the first quarter of the next fiscal year once results are known. If an executive terminates employment before the RSUs vest, the premium is forfeited. However, if the termination is not for cause, the executive receives the base bonus amount in cash at the time of termination. These RSUs are awarded in the first quarter of the next fiscal year once results are known and vest in full on the first anniversary of the grant date. Target bonus percentages are established by the Compensation and People Committee following its review of market data, and based on the executive’s role and internal pay equity considerations. Actual awards may vary depending on performance against individual and company goals.

  29. EPB Plan

    For all executive officers other than the CEO, the Compensation and People Committee determines the final award amount. The CEO’s target bonus and actual payout are determined by the independent directors of the Board, based on the Compensation and People Committee’s recommendation and assessment of the CEO’s performance. While the Compensation and People Committee has discretion to reduce an executive’s bonus payout, it does not have discretion to increase it above the amount earned based on performance. Any individual bonuses payable to our NEOs are based upon each NEO’s target bonus expressed as a percentage of base salary. For Fiscal Year 2025, the following target bonus percentages applied:

  30. EPB Plan

    | Named Executive Officer | FY2025 Base Salary ($) | Target Bonus Percentage (%) | FY2025 Target Amount ($) | | William D. Mosley | 1,100,008 | 150 | 1,650,012 | | Gianluca Romano | 715,000 | 100 | 715,000 | | Ban Seng Teh(1) | 594,815 | 100 | 594,815 | | James C. Lee | 525,013 | 85 | 446,261 | | John C. Morris | 375,024 | 85 | 318,770 |

  31. EPB Plan

    (1)Based on the SGD period-end foreign exchange rate for Fiscal Year 2025 of 0.7847 as of June 27, 2025. The funding level for Fiscal Year 2025 was determined based on the Company’s actual performance with respect to attainment of specified levels of the following financial and operating performance metrics: ■revenue (weighted 40%) ■adjusted operating margin (defined as adjusted operating income, divided by revenue) (“AOM”) (weighted 40%) ■our Total Customer Experience (“TCE”) metric, which is a measure of our customers’ overall satisfaction with their Seagate experience, from product quality to responsiveness of service (weighted 20%) TCE is comprised of three customer satisfaction measurements, which are evaluated quarterly: For Fiscal Year 2025, the target revenue, AOM, and TCE performance metrics were as set forth in the table below. The preliminary funding for the bonus pool is determined by each individual metric meeting or exceeding the threshold. On July 26, 2025, the Compensation and People Committee certified the achievement level of the Company’s relevant annual financial and operating performance metrics, which are used for calculating the level of EPB bonus pool funding for Fiscal Year 2025, as described in the below table. Fiscal Year 2025 performance resulted in 190% payout of the EPB bonus pool.

  32. EPB Plan

    | Named Executive Officer | FY2025 Target Amount ($) | Performance Score (%) | FY2025 Payout ($)(2) | EPB RSUs Granted August 20, 2025 (#)(2) | | William D. Mosley | 1,650,012 | 190% | 4,075,530 | 27,385 | | Gianluca Romano | 715,000 | | 1,766,050 | 11,868 | | Ban Seng Teh(1) | 594,815 | | 1,469,193 | 9,874 | | James C. Lee | 446,261 | | 1,102,265 | 7,408 | | John C. Morris | 318,770 | | 787,362 | 5,291 |

  33. EPB Plan

    (1)Based on the SGD period-end foreign exchange rate for Fiscal Year 2025 of 0.7847 as of June 27, 2025. (2)The total values include the impact of the 30% premium. Calculated using $148.83, which is the average closing price of Seagate ordinary shares for the month of July 2025, rounded up to the nearest whole RSU. Shares will vest in full on the first anniversary of the grant date. Performance was not achieved with respect to the 2024 EPB Plan such that no RSUs were granted with respect to the 2024 EBP Plan during the 2025 Fiscal Year.

  34. Long-Term Equity Incentives

    Long-Term Equity Incentives In Fiscal Year 2025, the Compensation and People Committee granted equity awards to the NEOs under the terms of the 2022 EIP. The 2022 EIP is intended to: ■focus executive officers and employees on achieving longer-term financial, strategic, and other business performance goals; ■provide significant reward potential for outstanding cumulative performance by the Company; ■enhance the Company’s ability to attract and retain highly-talented executive officers and employees; and ■provide the Company’s management and employees with an opportunity for greater equity ownership and related incentives to increase shareholder value. When determining our NEOs’ equity incentive awards, the Compensation and People Committee considers comparable equity incentive awards to executive officers in the Company’s Executive Peer Group, the NEO’s role, individual performance, and potential future contributions. Our equity award guidelines and mix of the type of awards granted are based on an analysis of the unvested equity held by an NEO, the practices of Executive Peer Group companies in awarding equity for similar positions (including equity mix and award values), potential impact on earnings, and the pool of available shares under the 2022 EIP. In determining the award for each NEO, the Compensation and People Committee also considers the Company’s goals for retaining the NEO for the long term. NEOs are generally awarded equity on an annual basis, 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 Executive Vice Presidents ("EVPs") and CEO (each as governed by the 2022 EIP as described

  35. Long-Term Equity Incentives

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  36. Long-Term Equity Incentives

    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 2025, the Compensation and People Committee structured each executive’s equity mix to align with market practice and drive long-term shareholder value. The charts below show the proportion of time-based options, time-based RSUs, and performance-based awards for each executive, reflecting their role, career stage, and any one-time arrangements. In connection with his sign-on arrangement, Mr. Lee received 100% of his Fiscal Year 2025 equity award in the form of time-based RSUs. Beginning in Fiscal Year 2026, Mr. Lee’s annual equity awards will follow the standard EVP mix. This mix is designed to reward sustained Company performance while promoting executive retention and alignment with shareholder interests. For Fiscal Year 2026, we retained the same mix and weighting of award types for all NEOs except Dr. Mosley, who will receive a mix of 50% PSUs, 30% time-based stock options, and 20% RSUs. The Compensation and People Committee adjusted the value of the awards made to our NEOs by an average of 41% after its review of target grant awards for similarly situated executives at our peer group companies and in consideration of each of Messrs. Lee's and Morris' promotion from SVP to EVP.

  37. Options

    Options Stock options are granted with an exercise price equal to the fair market value of Seagate’s ordinary shares on the grant date, defined as the closing price on the Nasdaq Global Select Market. Options generally vest over four years and have a seven-year term. Stock options are intended to align executives' interests with those of shareholders by rewarding long-term share price appreciation. The Compensation and People Committee typically determines grant size, timing, and vesting schedules during the annual award cycle. For new hires or executives promoted into new roles, grants may follow a different schedule.

  38. Share Awards

    Share Awards Restricted Share Units RSUs are time-based equity awards that generally vest over four years. 25% of each award vests on the first anniversary of the grant date, with the remainder vesting in equal quarterly installments, subject to continued employment. Each RSU represents the right to receive one ordinary share of Seagate. Dividend equivalents do not accrue on RSUs during the vesting period. In addition to the four-year RSUs, during Fiscal Year 2025 the Company granted each of the NEOs a special one-time grant of additional RSUs subject to a one-year cliff vesting schedule in light of exemplary performance and leadership efforts during an economic downturn.

  39. Share Awards

    As described above, on July 22, 2024, the Company granted Mr. Lee 1,980 RSUs subject to a one-year cliff vesting schedule in connection with his appointment as our Senior Vice President, Chief Legal Officer, and Corporate Secretary. Fiscal Year 2025 Performance Share Unit Award Structure The Fiscal Year 2025 PSUs are performance-based equity awards that vest based on both Company performance and continued service over a three-year period. The number of shares earned is based on two performance metrics: ■ROIC, measured annually and averaged over the three-year period (75% weighting); and ■Relative Total Shareholder Return ("rTSR"), based on Seagate’s percentile ranking against the Executive Peer Group over the three-year performance period (25% weighting) Target PSU payout (100%) is earned if Seagate achieves its ROIC goals and ranks at or above the median of its peers in rTSR. Payouts can range from 37.5% to 200% of the target award based on overall performance. ROIC was selected for its emphasis on efficient capital deployment and sustainable long-term returns. rTSR was added as a standalone metric in Fiscal Year 2025 to strengthen alignment between executive compensation and shareholder value creation. ROIC Calculation Summary: ROIC is calculated as: The Compensation and People Committee uses a pre-established performance matrix to determine PSU vesting outcomes. The performance goals were established in a manner that the Compensation and People Committee determined would require significant effort to achieve and would not be earned with average or below average performance. PSUs do not accrue dividend equivalents during the vesting period.

  40. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

    Fiscal Year 2025 Vesting Outcomes for Performance Share Units Fiscal Year 2022 Performance Share Units In Fiscal Year 2022, the Company granted PSUs (the “FY2022 PSUs”) to Dr. Mosley, Mr. Romano, Mr. Teh, and Dr. Morris. These awards were eligible to vest following a three-year performance period ending on July 1, 2024 (for ROIC) and September 5, 2024 (for rTSR) (i.e., during Fiscal Year 2025), subject to continued employment and the achievement of performance goals. The FY2022 PSU design was based on two primary metrics: ■Three-year average ROIC as the core performance measure ■rTSR as a modifier

  41. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

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  42. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

    For members of the Company’s leadership team, the number of FY2022 PSUs that may be earned may be increased or decreased by up to 5% based upon achievement of two subjective, qualitative performance modifiers, each of which were established in a manner that the Compensation and People Committee determined would require significant effort to achieve and would not be earned with average or below average performance. Performance Results: ■The Company’s three-year average ROIC was 50%, resulting in a base payout of 50% of target. ■The average share price increased from $88.62 at the start of the performance period on June 30, 2021 to $111.59 at the end of the performance period on June 30, 2024 (including dividends), generating a 25.93% rTSR. ■Seagate’s rTSR ranked at the 39th percentile relative to the Fiscal Year 2022 Executive Peer Group, applying a 0.89x modifier to the base payout. As a result, the Compensation and People Committee certified the following PSU vesting outcomes: ■For all executives except the leadership team, the FY2022 PSUs vested at 44.5% of target (50% base × 89% rTSR modifier). ■For the leadership team, the FY2022 PSUs vested at 46.73% of target, reflecting the application of additional modifiers. Fiscal Year 2024 Executive Strategic Performance Grant This award is 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. The award is divided into two equally weighted tranches: ■Tranche 1 (50% of target PSUs): Performance measured during calendar year 2024 with vesting on the first anniversary of the date of grant, subject to continued employment through such date ■Tranche 2 (50% of target PSUs): Performance measured during calendar year 2025 with vesting on the second anniversary of the date of grant, subject to continued employment through such date Each tranche is subject to distinct performance goals related to execution milestones critical to the Mozaic launch. The performance goals were established in a manner that the Compensation and People Committee determined would require significant effort to achieve and would not be earned with average or below average performance.

  43. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

    | CY24 | Weighting | CY25 | Weighting | | Units Sold (M) | 50% | Units Sold (M) | 50% | | Target Product Qualification Deadline | 50% | Target Product Qualification Deadline | 50% |

  44. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

    Following the conclusion of the first measurement period, the Compensation and People Committee certified the level of achievement of the performance metrics for the first tranche over the first measurement period, such that the PSUs vested at 100% of target on February 20, 2025. This outcome reflected below-threshold performance on the units sold metric and maximum achievement on the target product qualification deadline metric.

  45. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

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  46. Fiscal Year 2025 Vesting Outcomes for Performance Share Units

    Fiscal Year 2021 Threshold Performance Share Units Threshold Performance Share Units (“TPSUs”) are performance-based equity awards that align long-term executive incentives with sustained earnings performance. Each TPSU represents the right to receive one ordinary share, subject to both continued employment and the achievement of a minimum adjusted earnings per share (“AEPS”) threshold. TPSUs are designed with a maximum seven-year vesting period and may vest as early as year four, depending on performance. Vesting of each 25% tranche is contingent on the Company achieving a minimum AEPS of $1.00 for the fiscal year immediately preceding the scheduled vesting date. If the AEPS threshold is not met for a given year, vesting is delayed—but not lost—as unvested tranches may vest cumulatively in a future year if the AEPS threshold is subsequently achieved. However, any TPSUs that remain unvested after the seven-year performance period are forfeited. AEPS is defined as diluted earnings per share calculated in accordance with U.S. GAAP, excluding (a) share-based compensation expenses and (b) material, unusual, or non-recurring items not anticipated when the performance target was established. These exclusions are consistent with the Company’s publicly reported non-GAAP financial measures. No dividend equivalents accrue during the vesting period. TPSUs were discontinued for the CEO and EVP population beginning in Fiscal Year 2022 to align more closely with market practices. However, previously granted TPSUs will continue to be reported until fully vested or forfeited. With respect to the TPSUs granted in Fiscal Year 2021: ■The Company did not meet the AEPS threshold for Fiscal Year 2023, and as a result, the 25% tranche scheduled to vest in FY2024 was delayed. ■The AEPS threshold was met in Fiscal Year 2024, which triggered cumulative vesting of 50% of the award (the missed 25% from FY2023 and the scheduled 25% from FY2024) during Fiscal Year 2025. As of the end of Fiscal Year 2025, all outstanding TPSUs granted to Dr. Mosley, Mr. Romano, and Mr. Teh are now fully vested, and Mr. Lee and Dr. Morris do not hold any TPSUs.

  47. 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 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), 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; and ■provide our executive officers, including the NEOs, with generally the same types of severance benefits in connection with a qualifying termination of employment.

  48. Severance and Change in Control Benefits

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  49. Severance and Change in Control Benefits

    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. 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.”

  50. Retirement Savings, Welfare, and Other Benefits and Perquisites

    Retirement Savings, Welfare, and Other 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” above).

  51. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Seagate maintains the 2015 Seagate Deferred Compensation Plan (the “SDCP”) to provide a select group of U.S.-based senior employees, including our NEOs (except Mr. Teh), with the opportunity to defer additional compensation on a pre-tax basis beyond the limits of traditional retirement plans. The SDCP is designed to support long-term financial planning by allowing participants to defer eligible earnings and invest them in a tax-deferred manner. Eligibility Eligible employees are notified annually and must either be a vice president or higher level employee or meet one of the following compensation thresholds: ■A base salary of $215,000 or more, or ■A combined base salary and target commissions of $300,000 or more. Deferral Elections Participants may elect annually to defer: ■Up to 70% of base salary ■Up to 70% of commissions (sales employees only) ■Up to 100% of annual cash-based performance bonuses ■Bonus amounts paid in equity or equity-based awards are not eligible for deferral.

  52. Non-Qualified Deferred Compensation Plan

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  53. Non-Qualified Deferred Compensation Plan

    Deferral elections must be made during the designated open enrollment period (typically November–December) and are generally irrevocable for the plan year. In the event of an unforeseeable emergency distribution, the participant’s deferral election will be automatically cancelled for the remainder of the year and the following year. Plan Funding and Investment Options The SDCP is an unfunded, non-qualified plan. Deferred amounts and notional earnings are recorded as unsecured obligations of the Company and remain part of Seagate’s general assets. Participants select from a menu of investment options, and earnings (or losses) are based on the actual performance of the selected funds. Distribution Options Participants may elect to receive their deferred amounts: ■Upon retirement or termination: As a lump sum or in quarterly installments over up to 15 years (for deferrals relating to service prior to January 1, 2020). ■As an in-service distribution: As a lump sum or in installments over 2 to 5 years beginning at a specified date. ■Upon disability: Per the retirement/termination election. ■Upon death: As a lump sum to the designated beneficiary, paid no later than the end of the calendar year of death or within 2.5 months thereafter. ■Upon an unforeseeable emergency: Requested amount (once approved) to be paid as a lump sum within 90 days following approval. Change in Control Unless otherwise determined in advance by the Seagate Benefits Administrative Committee, the SDCP will be terminated upon a change in control, and participants will receive a lump-sum distribution of their account balance within 30 days of the event. Details of deferrals, earnings, and balances for participating NEOs are provided in the table titled “Non-Qualified Deferred Compensation Plans” under the “Compensation of Named Executive Officers” section.

  54. 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 the grant of 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. During Fiscal Year 2025, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  55. Summary Compensation Table

    Summary Compensation Table

  56. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | William D. Mosley Chief Executive Officer | 2025 | 1,100,008 | — | 12,964,806 | 3,103,580 | — | 8,533 | 17,176,927 | | | 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 | | Gianluca Romano Executive Vice President and Chief Financial Officer | 2025 | 715,000 | — | 7,736,128 | 1,947,793 | — | 7,570 | 10,406,491 | | | 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 | | Ban Seng Teh(3) Executive Vice President, Chief Commercial Officer | 2025 | 594,815 | — | 4,122,513 | 852,235 | — | 31,518 | 5,601,081 | | | 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 | | James C. Lee(4) Senior Vice President, Chief Legal Officer & Corporate Secretary | 2025 | 525,013 | — | 2,781,602 | — | — | 7,900 | 3,314,515 | | John C. Morris(4) Senior Vice President, Chief Technology Officer | 2025 | 375,024 | — | 2,483,818 | — | — | 5,875 | 2,864,717 | | | 2024 | 324,544 | — | 2,518,608 | — | — | 7,400 | 2,850,552 |

  57. Summary Compensation Table

    (1)Amounts shown in this column do not reflect the actual value realized by the NEOs. In accordance with SEC rules, these amounts for Fiscal Year 2025 reflect the aggregate of (i) the grant date fair value, as calculated in accordance with ASC 718 (excluding the effect of estimated forfeitures), of RSUs and stock options granted during the year, (ii) the grant date fair value of PSUs, granted during the year, based on the probable outcome of related performance conditions at target levels, and (iii) the target value of annual bonuses and the 30% bonus premium for each NEO that will be delivered in RSUs pursuant to the Executive Performance Bonus Program and accounted for under ASC 718. See the section titled “Annual Incentive Plan - Executive Performance Bonus” above for further information. The aggregate grant date fair value for awards under the Executive Performance Bonus Program, assuming achievement of the highest level of performance in Fiscal Year 2025, is $4,290,032 for Dr. Mosley, $1,859,000 for Mr. Romano, $1,546,520 for Mr. Teh, $1,160,278 for Mr. Lee and $828,804 for Dr. Morris. The aggregate grant date fair value for PSUs granted in Fiscal Year 2025, assuming achievement of the highest level of performance, is $13,337,662 for Dr. Mosley, $8,368,877 for Mr. Romano, $3,662,102 for Mr. Teh, and $2,092,473 for Dr. Morris. For additional information on the valuation assumptions used in calculating these amounts, see Note 10, “Share-Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for Fiscal Year 2025. (2)Amounts reported in the “All Other Compensation” column are itemized in the supplemental “All Other Compensation for Fiscal Year 2025” table below. (3)The compensation, initially paid in SGD due to the NEOs' location in Singapore, was converted to USD using the Fiscal Year 2025 exchange rate of 0.7847 as of June 27, 2025. (4)Dr. Morris was not an NEO in fiscal year 2023 and Mr. Lee joined the Company in Fiscal Year 2024.

  58. Summary Compensation Table

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  59. Grants of Plan-Based Awards Table for Fiscal Year 2025

    Grants of Plan-Based Awards Table for Fiscal Year 2025

  60. Grants of Plan-Based Awards Table for Fiscal Year 2025

    | | 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 | 7/20/2024(1) | $1,072,508 | $2,145,016 | $4,290,032 | — | — | — | 2,145,016 | | | Time Option | 9/9/2024(2) | — | — | — | — | 103,060 | $101.34 | 3,103,580 | | | PSU | 9/9/2024(3) | 32,205 | 64,410 | 128,820 | — | — | — | 6,668,831 | | | RSU | 9/9/2024(4) | — | — | — | 38,650 | — | — | 3,702,284 | | | RSU | 9/9/2024(5) | — | — | — | 4,550 | — | — | 448,676 | | Gianluca Romano | EPB | 7/20/2024(1) | $464,750 | $929,500 | $1,859,000 | — | — | — | 929,500 | | | Time Option | 9/9/2024(2) | — | — | — | — | 64,680 | $101.34 | 1,947,793 | | | PSU | 9/9/2024(3) | 20,208 | 40,415 | 80,830 | — | — | — | 4,184,439 | | | RSU | 9/9/2024(4) | — | — | — | 24,250 | — | — | 2,322,908 | | | RSU | 9/9/2024(5) | — | — | — | 3,035 | — | — | 299,281 | | Ban Seng Teh | EPB | 7/20/2024(1) | $386,630 | $773,260 | $1,546,520 | — | — | — | 773,260 | | | Time Option | 9/9/2024(2) | — | — | — | — | 28,300 | $101.34 | 852,235 | | | PSU | 9/9/2024(3) | 8,843 | 17,685 | 35,370 | — | — | — | 1,831,051 | | | RSU | 9/9/2024(4) | — | — | — | 10,610 | — | — | 1,016,332 | | | RSU | 9/9/2024(5) | — | — | — | 1,165 | — | — | 114,881 | | James C. Lee | EPB | 7/20/2024(1) | $290,070 | $580,139 | $1,160,278 | — | — | — | 580,139 | | | RSU | 7/22/2024(4) | — | — | — | 21,780 | — | — | 2,201,463 | | John C. Morris | EPB | 7/20/2024(1) | $207,201 | $414,402 | $828,804 | — | — | — | 414,402 | | | PSU | 9/9/2024(3) | 5,053 | 10,105 | 20,210 | — | — | — | 1,046,237 | | | RSU | 9/9/2024(4) | — | — | — | 10,105 | — | — | 967,958 | | | RSU | 9/9/2024(5) | — | — | — | 560 | — | — | 55,222 |

  61. Grants of Plan-Based Awards Table for Fiscal Year 2025

    (1)Amounts shown reflect the threshold, target, and maximum potential payouts under our Fiscal Year 2025 Executive Performance Bonus Program, inclusive of the 30% bonus premium. The grant date of July 20, 2024 indicates the date of program approval by the Compensation and People Committee. Actual bonus amounts earned, including the 30% bonus premium, will be granted in the form of RSUs in August 2025, which will vest in August 2026. The number of RSUs will be determined by dividing the earned bonus amount by the average closing price of Seagate ordinary shares for the month of July 2025, rounded up to the nearest whole RSU, and will vest in full on the first anniversary of the grant date. The target value of these bonus awards and the 30% premium on such target amount has been included in the Summary Compensation Table for Fiscal Year 2025. See the section titled “Annual Incentive Plan - Executive Performance Bonus” above for further information. (2)Unless otherwise indicated, options awarded during Fiscal Year 2025 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 2025 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. For additional information on the valuation assumptions, see Note 10 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for Fiscal Year 2025. (4)RSUs awarded during Fiscal Year 2025 under the 2022 EIP are subject to a four-year vesting schedule, other than 1,980 of the RSUs granted to Mr. Lee, which were subject to a one-year vesting schedule. For those 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 Mr. Lee’s RSUs subject to a one-year vesting schedule, all of the shares vested one year after the grant date. 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)RSUs awarded during Fiscal Year 2025 under the 2022 EIP are subject to a one-year vesting schedule. 100% of the shares vest one year after the grant date. These special RSUs awarded during Fiscal Year 2025 under the 2022 EIP were granted in recognition of NEOs’ leadership efforts during the economic downturn.

  62. Grants of Plan-Based Awards Table for Fiscal Year 2025

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  63. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of June 27, 2025.

  64. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Share Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | William D. Mosley | 9/9/2020(1) | 167,100 | — | 46.23 | 9/9/2027 | — | — | | | 9/9/2021(1) | 90,075 | 6,005 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | 82,555 | 37,525 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | 61,950 | 79,650 | 64.31 | 9/11/2030 | | | | | 9/9/2024(1) | — | 103,060 | 101.34 | 9/9/2031 | | | | | 9/9/2022(3) | | | | | 75,045 | 10,614,365 | | | 9/11/2023(3) | | | | | 177,000 | 25,034,880 | | | 2/20/2024(4) | | | | | 11,807 | 1,669,982 | | | 9/9/2024(3) | | | | | 96,616 | 13,665,368 | | | 9/9/2024(3) | | | | | 32,204 | 4,554,934 | | | 9/9/2021(5) | | | | | 9,007 | 1,273,950 | | | 9/9/2022(5) | | | | | 14,075 | 1,990,768 | | | 9/11/2023(6) | | | | | 29,871 | 4,224,954 | | | 7/20/2024(7) | | | | | 27,385 | 3,873,334 | | | 9/9/2024(8) | | | | | 4,550 | 643,552 | | | 9/9/2024(6) | | | | | 38,650 | 5,466,656 | | Gianluca Romano | 9/9/2021(1) | 3,352 | 2,012 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | 5,962 | 12,775 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | 10,547 | 40,680 | 64.31 | 9/11/2030 | | | | | 9/9/2024(1) | — | 64,680 | 101.34 | 9/09/2031 | | | | | 9/9/2022(3) | | | | | 25,550 | 3,613,792 | | | 9/11/2023(3) | | | | | 90,380 | 12,783,348 | | | 2/20/2024(3) | | | | | 11,807 | 1,669,982 | | | 9/9/2024(3) | | | | | 20,206 | 2,857,936 | | | 9/9/2024(3) | | | | | 60,624 | 8,574,658 | | | 9/9/2021(5) | | | | | 3,017 | 426,724 | | | 2/22/2022(5) | | | | | 14,043 | 1,986,242 | | | 9/9/2022(5) | | | | | 4,792 | 677,780 | | | 9/11/2023(6) | | | | | 15,255 | 2,157,667 | | | 7/20/2024(7) | | | | | 11,868 | 1,678,610 | | | 9/9/2024(8) | | | | | 3,035 | 429,270 | | | 9/9/2024(6) | | | | | 24,250 | 3,429,920 |

  65. Outstanding Equity Awards at Fiscal Year-End

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  66. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Share Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Ban Seng Teh | 9/9/2021(1) | — | 939 | 87.34 | 9/9/2028 | | | | | 9/9/2022(1) | — | 7,988 | 68.83 | 9/9/2029 | | | | | 9/11/2023(1) | — | 23,727 | 64.31 | 9/11/2030 | | | | | 9/9/2024(1) | — | 28,300 | 101.34 | 9/9/2031 | | | | | 9/9/2022(3) | | | | | 15,970 | 2,258,797 | | | 9/11/2023(3) | | | | | 52,730 | 7,458,132 | | | 2/20/2024(4) | | | | | 5,905 | 835,203 | | | 9/9/2024(3) | | | | | 8,842 | 1,250,612 | | | 9/9/2024(3) | | | | | 26,528 | 3,752,120 | | | 9/9/2021(5) | | | | | 1,408 | 199,148 | | | 9/9/2022(5) | | | | | 2,996 | 423,754 | | | 9/11/2023(6) | | | | | 8,901 | 1,258,957 | | | 7/20/2024(7) | | | | | 9,874 | 1,396,579 | | | 9/9/2024(8) | | | | | 1,165 | 164,778 | | | 9/9/2024(6) | | | | | 10,610 | 1,500,678 | | James C. Lee | 7/20/2024(7) | | | | | 7,408 | 1,047,788 | | | 7/22/2024(6) | | | | | 19,800 | 2,800,512 | | | 7/22/2024(8) | | | | | 1,980 | 280,051 | | John C. Morris | 9/9/2022(3) | | | | | 7,985 | 1,129,398 | | | 9/11/2023(3) | | | | | 30,130 | 4,261,588 | | | 2/20/2024(4) | | | | | 4,427 | 626,155 | | | 9/9/2024(3) | | | | | 15,158 | 2,143,948 | | | 9/9/2024(3) | | | | | 5,052 | 714,554 | | | 9/9/2021(5) | | | | | 1,885 | 266,614 | | | 9/9/2022(5) | | | | | 2,496 | 353,034 | | | 9/11/2023(6) | | | | | 8,476 | 1,198,845 | | | 7/20/2024(7) | | | | | 5,291 | 748,359 | | | 9/9/2024(6) | | | | | 10,105 | 1,429,251 | | | 9/9/2024(8) | | | | | 560 | 79,206 |

  67. Outstanding Equity Awards at Fiscal Year-End

    (1)Options are subject to a four-year vesting schedule. 25% of the shares subject to the options vest one year after the grant date, and then 1/48th of the shares subject to the options vest monthly thereafter, contingent on continuous service through the applicable vesting dates. For more information, see the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentives—Options.” (2)Value based on the closing price of our ordinary shares on June 27, 2025 of $141.44. (3)These PSUs 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. 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.” (4)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." (5)These RSUs were issued under the 2012 EIP and the 2022 EIP and are subject to a four-year vesting schedule. These RSUs vest 25% each of the first four anniversaries of the date of grant, contingent on continuous service. (6)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.” (7)These RSUs were granted under the 2022 EIP based on actual performance under the Fiscal Year 2025 EPB following certification of achievement by our Compensation Committee on July 26, 2025. These RSUs vest in full on the first anniversary of the date of grant, contingent on continued service. The EPB is described in more detail above under “Compensation Discussion and Analysis—Annual Incentive Plan—Executive Performance Bonus—EBP Plan.” (8)RSUs awarded during Fiscal Year 2025 under the 2022 EIP are subject to a one-year vesting schedule. 100% of the shares vest one year after the grant date, contingent on continued service.

  68. Outstanding Equity Awards at Fiscal Year-End

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  69. Option Exercises and Shares Vested for Fiscal Year 2025

    Option Exercises and Shares Vested for Fiscal Year 2025

  70. Option Exercises and Shares Vested for Fiscal Year 2025

    | | 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 | 296,132 | $18,624,717 | 127,695 | $13,337,145 | | Gianluca Romano | 78,921 | $2,794,269 | 64,828 | $6,713,348 | | Ban Seng Teh | 78,226 | $3,837,398 | 27,992 | $2,866,040 | | James C. Lee | — | — | — | — | | John C. Morris | — | — | 22,270 | $2,318,983 |

  71. Option Exercises and Shares Vested for Fiscal Year 2025

    (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.

  72. Non-Qualified Deferred Compensation Plans

    Non-Qualified Deferred Compensation Plans

  73. Non-Qualified Deferred Compensation Plans

    | Name | Executive Contributions in Fiscal Year 2025 ($)(1) | Registrant Contributions in Fiscal Year 2025 ($) | Aggregate Earnings in Fiscal Year 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Fiscal Year 2025 End ($)(2) | | William D. Mosley | — | — | 46,608 | — | 548,671 | | Gianluca Romano | — | — | — | — | — | | Ban Seng Teh | — | — | — | — | — | | James C. Lee | — | — | — | — | — | | John C. Morris | — | — | — | — | — |

  74. Non-Qualified Deferred Compensation Plans

    (1)Amount is included in Fiscal Year 2025 compensation in the “Salary” column of the Summary Compensation Table for Fiscal Year 2025. (2)Includes executive contributions already reported in the Summary Compensation Table for Fiscal Year 2025 or a prior fiscal year, with the exception of earnings on contributions, as such earnings are not considered to be at above-market rates.

  75. Non-Qualified Deferred Compensation Plans

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  76. 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 consistent severance benefits to NEOs who are terminated without cause or resign for good reason. 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.”

  77. Potential Payments Upon Termination of Employment Table

    Potential Payments Upon Termination of Employment Table The following table sets forth for each NEO (i) the estimated value of the potential severance payments and severance to each NEO assuming termination of the NEO by the Company without cause or by the NEO for good reason (a “Qualifying Termination”) on June 27, 2025; (ii) the estimated value calculated as of June 27, 2025 of the potential payments to each NEO, assuming a Qualifying Termination on such date during a change in control period; and (iii) the estimated value as of June 27, 2025 of the potential payments and severance benefits to each NEO, assuming termination of the NEO due to death on such date, or in the case of PSUs only, disability.

  78. Potential Payments Upon Termination of Employment Table

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  79. Potential Payments Upon Termination of Employment Table

    | Name | Type of Benefit | Qualifying Termination Outside Change in Control Period ($) | Qualifying Termination Within Change in Control Period ($) | Separation Due to Death (or, if applicable, Disability) ($) | | William D. Mosley | Severance | 2,200,016 | 3,300,024 | — | | | Outplacement Benefit(1) | 4,105 | 4,105 | — | | | Bonus(2) | — | — | — | | | Accelerated Vesting of Stock Options(3) | — | 13,325,671 | 7,043,054 | | | Accelerated Vesting of Restricted Share Units(4) | — | 13,599,880 | 7,779,200 | | | Accelerated Vesting of Performance-Based Restricted Share Units(5) | — | 33,911,937 | 12,284,347 | | | Health Care Benefit | — | 62,156 | — | | | Total(6) | 2,204,121 | 64,203,773 | 27,106,601 | | Gianluca Romano | Severance | 1,191,667 | 1,430,000 | — | | | Outplacement Benefit(1) | 4,105 | 4,105 | — | | | Bonus(2) | — | — | — | | | Accelerated Vesting of Stock Options(3) | — | 6,767,758 | 3,380,144 | | | Accelerated Vesting of Restricted Share Units(4) | — | 9,107,604 | 5,843,594 | | | Accelerated Vesting of Performance-Based Restricted Share Units(5) | — | 17,391,745 | 5,283,774 | | | Health Care Benefit | — | 67,769 | — | | | Total(6) | 1,195,772 | 34,768,981 | 14,507,512 | | Ban Seng Teh(7) | Severance | 1,931,880 | 1,931,880 | — | | | Outplacement Benefit(1) | 3,383 | 3,383 | — | | | Bonus(2) | — | — | — | | | Accelerated Vesting of Stock Options(3) | — | 3,595,702 | 1,824,592 | | | Accelerated Vesting of Restricted Share Units(4) | — | 3,547,315 | 1,918,775 | | | Accelerated Vesting of Performance-Based Restricted Share Units(5) | — | 9,324,432 | 3,094,000 | | | Health Care Benefit | — | — | — | | | Total(6) | 1,935,263 | 18,402,712 | 6,837,367 | | James C. Lee | Severance | 700,017 | 787,519 | — | | | Outplacement Benefit(1) | 4,105 | 4,105 | — | | | Bonus(2) | — | — | — | | | Accelerated Vesting of Stock Options(3) | — | — | — | | | Accelerated Vesting of Restricted Share Units(4) | — | 3,080,563 | 1,505,063 | | | Accelerated Vesting of Performance-Based Restricted Share Units(5) | — | — | — | | | Health Care Benefit | — | 63,011 | — | | | Total(6) | 704,122 | 3,935,198 | 1,505,063 | | John C. Morris | Severance | 500,032 | 562,536 | — | | | Outplacement Benefit(1) | 4,105 | 4,105 | — | | | Bonus(2) | — | — | — | | | Accelerated Vesting of Stock Options(3) | — | — | — | | | Accelerated Vesting of Restricted Share Units(4) | — | 3,326,952 | 1,785,821 | | | Accelerated Vesting of Performance-Based Restricted Share Units(5) | — | 5,315,598 | 1,755,553 | | | Health Care Benefit | — | 66,914 | — | | | Total(6) | 504,137 | 9,276,105 | 3,541,374 |

  80. Potential Payments Upon Termination of Employment Table

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  81. Potential Payments Upon Termination of Employment Table

    (1)Represents the estimated amounts payable for outplacement services for 24 months for CEO and EVPs or 18 months for SVPs following a qualifying termination. (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. If there had been an award, the RSUs awarded would have been canceled and the original bonus amount (not including the premium) paid in cash instead. (3)Represents the value of options that receive accelerated vesting as a result of a qualifying termination assuming that the market price per Seagate ordinary share on the date of the qualifying termination of employment was equal to the closing price on June 27, 2025 ($141.44 per share) and are based on the difference between this price and the exercise price of options held by the NEO. As a result, the amounts represented do not include any value for the acceleration of options that have an exercise price greater than $141.44 or for options that were already vested as of June 27, 2025. (4)Represents the value of RSU awards that receive accelerated vesting as a result of a qualifying termination assuming that the market price per Seagate ordinary share on the date of the qualifying termination of employment was equal to the closing price on June 27, 2025 ($141.44 per share). (5)Represents the value of PSU awards that receive accelerated vesting as a result of a qualifying termination assuming that the market price per Seagate ordinary share on the date of the qualifying termination of employment was equal to the closing price on June 27, 2025 ($141.44 per share). In addition, the value of accelerated PSUs is calculated assuming achievement of the target level of performance at the end of the three-year performance measurement cycle. The amount disclosed as payable upon termination due to death is also payable upon termination due to disability. (6)Calculations do not include the impact of any potential reduction pursuant to the application of the safe harbor limit under Section 280G of the Code pursuant to the relevant provisions of the Severance Plan. (7)Based on the Singapore dollar (“SGD”) period-end foreign exchange rate for Fiscal Year 2025 of 0.7847, as of June 27, 2025.

  82. Potential Payments Upon Termination of Employment Table

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  83. Potential Payments Upon Termination of Employment Table

    | Chief Executive Officer Pay Ratio |

  84. Potential Payments Upon Termination of Employment Table

    We are a large multinational provider of data storage technology and solutions. We conduct our business internationally and as of June 27, 2025, had around 30,000 regular, intern, and fixed-term employees, of whom approximately 25,000 were located in our Asia operations. For Fiscal Year 2025, the median annual total compensation of all employees of the Company, excluding our CEO, was $19,948, and the annual total compensation of our CEO was $17,176,927, as reported in the “Summary Compensation Table for Fiscal Year 2025” on page 50 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 861:1. The median employee was identified as of June 27, 2025, based on total compensation for all full-time, part-time, temporary, and intern employees (excluding independent contractors and “leased” workers), converted to U.S. dollars where applicable. Total compensation included base salary, annual incentives, overtime, shift differentials, other cash allowances, and the grant-date fair value of any equity awards, calculated in accordance with ASC Topic 718. Actual CEO total compensation was determined in accordance with Item 402(c)(2)(x) of Regulation S-K. We did not use any exemptions allowed under SEC rules. The ratio is a reasonable estimate, and comparisons to other companies may not be meaningful due to differences in workforce demographics, pay structures, and calculation methodologies. 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 Total Shareholder Return ("TSR"), net income, and ROIC performance results, for our fiscal years ending in 2021, 2022, 2023, 2024, and 2025:

  85. Potential Payments Upon Termination of Employment Table

    | 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) | | | | 2025 | $17,176,927 | $57,393,073 | $5,546,701 | $14,650,182 | $358 | $229 | $1,469 | 116% | | 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% |

  86. Potential Payments Upon Termination of Employment Table

    (1)William D. Mosley was our PEO during all of our fiscal years 2021, 2022, 2023, 2024, and 2025. The individuals comprising the non-PEO NEOs for each fiscal year presented are: (i) in Fiscal Year 2025, Mr. Romano, Mr. Teh, Dr. Morris, and Mr. Lee, (ii) in fiscal year 2024, Mr. Romano, Mr. Teh, Dr. Morris, and Mr. Chong, (iii) in fiscal year 2023, Mr. Romano, Mr. Teh, Ms. Katherine E. Schuelke, Mr. Jeffrey D. Nygaard, and Mr. Ravi Naik, (iv) in fiscal year 2022, Mr. Romano, Mr. Nygaard, Mr. Naik, and Mr. Teh, and (v) 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.

  87. Potential Payments Upon Termination of Employment Table

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  88. Potential Payments Upon Termination of Employment Table

    (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.

  89. Potential Payments Upon Termination of Employment Table

    | | 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 (a)-(b)+(c) | | PEO ($) | 17,176,927 | 16,068,386 | 28,839,554 | 23,211,212 | 4,233,765 | — | — | 56,284,532 | 57,393,073 | | Non-PEO NEOs ($) | 5,546,701 | 4,981,022 | 8,285,461 | 5,222,751 | 769,907 | — | (193,617) | 14,084,503 | 14,650,182 |

  90. Potential Payments Upon Termination of Employment Table

    (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, 2024, and 2025. 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 2025. 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. For Fiscal Years 2024 and 2025, 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. For fiscal years 2021, 2022, and 2023, the calculation was determined using the same methodology, except for the numerator which was (i) adjusted operating income multiplied by (1 minus the average tax rate). 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 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.

  91. Potential Payments Upon Termination of Employment Table

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  92. Potential Payments Upon Termination of Employment Table

    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 five most recently completed fiscal years.

  93. Potential Payments Upon Termination of Employment Table

    | Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | | PEO CAP ($M) - Mosley, William D. | $36.80 | $3.56 | $4.81 | $31.27 | $57.39 | | Avg NEO CAP ($M) | $8.28 | $3.15 | $0.17 | $8.65 | $14.65 | | STX TSR | $191.51 | $156.97 | $147.42 | $254.60 | $358.36 | | Dow Jones U.S. Computer Hardware Index TSR | $156.17 | $154.70 | $214.78 | $240.82 | $229.41 |

  94. Potential Payments Upon Termination of Employment Table

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  95. Potential Payments Upon Termination of Employment Table

    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.

  96. Potential Payments Upon Termination of Employment Table

    | Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | | PEO CAP ($M) - Mosley, William D. | $36.80 | $3.56 | $4.81 | $31.27 | $57.39 | | Avg NEO CAP ($M) | $8.28 | $3.15 | $0.17 | $8.65 | $14.65 | | Net Income ($M) | $1,314 | $1,649 | $(529) | $335 | $1,469 |

  97. Potential Payments Upon Termination of Employment Table

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  98. Potential Payments Upon Termination of Employment Table

    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.

  99. Potential Payments Upon Termination of Employment Table

    | Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | | PEO CAP ($M) - Mosley, William D. | $36.80 | $3.56 | $4.81 | $31.27 | $57.39 | | Avg NEO CAP ($M) | $8.28 | $3.15 | $0.17 | $8.65 | $14.65 | | ROIC | 77% | 78% | 16% | 64% | 116% |

  100. Potential Payments Upon Termination of Employment Table

    Performance Measures Included below are the most important metrics that influenced CAP in Fiscal Year 2025. 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.”

  101. Potential Payments Upon Termination of Employment Table

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

  102. Potential Payments Upon Termination of Employment Table

    | 64 | SEAGATE TECHNOLOGY HOLDINGS PLC | 2025 Proxy Statement |

  103. Potential Payments Upon Termination of Employment Table

    | Proposal 3 – A Non-Binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending July 3, 2026 and Binding Authorization of the Audit and Finance Committee to Set Auditors' Remuneration |

  104. Potential Payments Upon Termination of Employment Table

    Our Audit and Finance Committee has appointed Ernst & Young LLP as our independent auditors for the fiscal year ending July 3, 2026 (Fiscal Year 2026). We are asking you to ratify, on a nonbinding basis, the appointment of Ernst & Young LLP, and to authorize, in a binding vote, the Audit and Finance Committee to set the independent auditors’ remuneration. Ernst & Young LLP has been acting as our independent auditors since 1980 and, by virtue of its long familiarity with the Company’s affairs, is considered best qualified to perform this important function. Representatives of Ernst & Young LLP will be present at the 2025 AGM via live webcast and will be available to respond to appropriate questions. They will have an opportunity to make a statement if they so desire. You may endorse or not endorse, respectively, this proposal by voting for or against the following resolution: “RESOLVED, as an ordinary resolution, that, on a non-binding basis, the shareholders ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending July 3, 2026, and authorize on a binding basis the Audit and Finance Committee to set the auditors’ remuneration.”