Michael R. Cannon

William D. Mosley

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By separate resolutions, to elect as directors the following incumbent directors who shall retire in accordance with the Company’s Constitution and, being eligible, offer themselves for election (the “Director Nominees”):

(a) Shankar Arumugavelu

(b) Prat S. Bhatt

(c) Judy Bruner

(d) Michael R. Cannon

(e) Richard L. Clemmer

(f) Yolanda L. Conyers

(g) Jay L. Geldmacher

(h) Dylan Haggart

(i) William D. Mosley

(j) Stephanie Tilenius

(k) Edward J. Zander

Approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).

Ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending June 30, 2023 (“fiscal year 2023”), and authorize, in a binding vote, the Audit and Finance Committee (“Audit and Finance Committee”) of the Company’s Board of Directors (the “Board”) to set the auditors’ remuneration.

Determine the price range at which the company can re-allot shares that it acquires as treasury shares under Irish law.

Conduct such other business properly brought before the meeting.

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Date and Time:

Monday, October 24, 2022 at 5:00 p.m. Irish Standard Time

Place:

InterContinental Hotel

Simmonscourt Road

Dublin 4, D04 A9K8, Ireland

Record Date:

August 26, 2022

Voting:

Shareholders as of the close of business on the Record Date may vote on the proxy proposals. Each ordinary share that you own entitles you to one vote on each matter to be voted on at the 2022 AGM. Your vote is very important. We encourage you to vote your shares prior to the 2022 AGM.

Attendance:

All shareholders as of the close of business on the Record Date may attend the 2022 AGM. You may attend, speak and vote at the meeting even if you have completed and submitted a form of proxy. Your nominated proxy must attend the 2022 AGM in person in order for your votes to be cast.

Proxy Materials:

The Proxy Materials were first made available to shareholders on or about September 1, 2022.

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 Majority of Votes Cast

FOR each nominee

 Majority of Votes Cast

FOR

 Majority of Votes Cast

FOR

 At least 75% of Votes  Cast

FOR

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•  The Board consists of a substantial majority (91% as of end of fiscal year 2022) of independent directors.

•  The Board Chair is an independent director.

•  Directors must receive a majority of shareholder votes cast to be elected.

•  All directors are elected annually by shareholders.

•  All Board committees are composed exclusively of independent directors.

•  The independent directors meet regularly in executive sessions.

•  Directors and executive officers are subject to share ownership requirements.

•  Executive officers are subject to a compensation “clawback” policy.

•  The Board and each Board committee perform periodic self-evaluations.

•  The Board oversees the Company’s enterprise risk management program including ESG-related risks.

•  The Board oversees succession planning for all executive officers, including the Chief Executive Officer, and also undertakes succession planning for members of the Board.

•  The Company maintains an anti-hedging policy for all directors and employees.

•  The Company maintains a policy prohibiting the pledging of Company securities by directors, executive officers and certain other employees.

  Deadline for shareholder proposals for inclusion in the Proxy Statement:

May 4, 2023

  Period for shareholder nomination of directors:

April 4, 2023 to May 4, 2023

  Deadline for all other proposals:

July 18, 2023

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GENERAL INFORMATION

PROPOSALS REQUIRING YOUR VOTE

PROPOSALS 1(a) – 1(j) – ELECTION OF EACH OF THE 11 DIRECTOR NOMINEES

CORPORATE GOVERNANCE

COMPENSATION OF DIRECTORS

PROPOSAL 2 – APPROVE, IN AN ADVISORY, NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”).

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2022 Company Highlights

Executive Summary

Fiscal Year 2022 Executive Compensation Highlights

Our Executive Compensation Strategy

Our Fiscal Year 2022 Executive Compensation Programs

Role of Our Compensation Committee

Role of the Compensation Consultant

Role of our CEO and Management in the Compensation Process

Fiscal Year 2021 Shareholder Advisory Vote Results

Executive Market Comparison Peer Group and Benchmark Philosophy

How We Determine Individual Compensation Amounts for the NEOs

Annual Base Salary

Annual Incentive Plan – Executive Officer Performance Bonus

Long-Term Equity Incentives

Share Ownership Requirements

Benefits and Perquisites

Non-Qualified Deferred Compensation Plan

Long Term International (Expatriate) Assignment Policy

Severance and Change in Control Benefits

Other Company Policies and Compensation Considerations

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table for Fiscal Year 2022

All Other Compensation for Fiscal Year 2022

Grants of Plan-Based Awards Table for Fiscal Year 2022

Outstanding Equity Awards at 2022 Fiscal Year-End

Option Exercises and Shares Vested for Fiscal Year 2022

Non-qualified Deferred Compensation Plans

Potential Payments Upon Qualifying Termination or Change in Control

CHIEF EXECUTIVE OFFICER PAY RATIO

PROPOSAL 3 – A NON-BINDING RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2023 AND BINDING AUTHORIZATION OF THE AUDIT AND FINANCE COMMITTEE TO SET AUDITORS’ REMUNERATION

Audit and Finance Committee Report

Fees to Independent Auditors

Pre-Approval of Services by Independent Auditors

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PROPOSAL 4 – DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT SHARES HELD AS TREASURY SHARES

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

EQUITY COMPENSATION PLAN INFORMATION

DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHAREHOLDER PROPOSALS AND NOMINATIONS

DISCLOSURE OF INTERESTS

INCORPORATION BY REFERENCE

ANNUAL REPORT

HOUSEHOLDING

APPENDIX A – DIRECTOR’S REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 1 JULY 2022

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Why did I receive this Proxy Statement?

We sent you this Proxy Statement or a Notice of Internet Availability of Proxy Materials (the “Notice”) on or around September 1, 2022, because our Board of Directors (the “Board”) is soliciting your proxy to vote at the Company’s 2022 Annual General Meeting of Shareholders (“2022 AGM”). This Proxy Statement summarizes the information you need to know to vote on an informed basis. If you have received a Notice, it contains a control number that will allow you to access the Notice, our Proxy Statement, including our Irish statutory financial statements for fiscal year 2022, the proxy card and our Annual Report on Form 10-K for fiscal year 2022 (collectively, the “Proxy Materials”) online.

Why are there two sets of financial statements covering the same fiscal period?

U.S. securities laws require us to send you our Annual Report on Form 10-K for fiscal year 2022, which includes our financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These financial statements are included in the mailing of this Proxy Statement. Irish law requires us to provide you with our Irish statutory financial statements for fiscal year 2022, including the reports of our directors and statutory auditors thereon. The Irish statutory financial statements are included as Appendix A to this Proxy Statement, are available online at www.proxyvote.com, and, as required under Irish law, will be available at the 2022 AGM in Dublin, Ireland.

What do I need to do to attend the 2022 AGM?

All shareholders of record (“record holders”) and beneficial owners (i.e., those whose shares are held via a bank, broker-dealer, brokerage firm, trust or other similar organization or other nominee record holder (each referred to herein as a “broker”)) as of the close of business on the Record Date may attend the 2022 AGM in person.

To attend the 2022 AGM in person, if you are a record holder, you must present valid photo identification, such as a driver’s license or passport, matching that of a shareholder appearing on the Company’s register as of close of business on the Record Date and a copy of a share certificate or other evidence of share ownership. If you are a beneficial owner, in addition to the foregoing, you also must present a letter from your broker showing that you were the beneficial owner of the shares as of the close of business on the Record Date together with a legal proxy from your broker entitling you to vote your shares in person at the 2022 AGM.

For your health and safety and due to any COVID-19 recommendations in place at the time of the 2022 AGM, we may limit the number of shareholders who may attend the meeting in person, and will require compliance with any then applicable

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governmental requirements or recommendations or facility requirements, such as the use of face coverings and maintaining appropriate social distancing.

Who may vote?

You may vote if you are a shareholder of our ordinary shares at the close of business on the Record Date. As of the Record Date, there were 206,824,899 ordinary shares outstanding and entitled to vote.

How do I vote?

We encourage you to vote your shares in advance by submitting your proxy or following the instructions provided by your broker, even if you plan to attend the 2022 AGM in person in Dublin, Ireland.

Record Holders

If you are the record holder, meaning that you own your shares in your own name and not through a broker, you may vote in one of four ways:

•  Via the Internet. To vote using the Internet go to www.proxyvote.com and use the control number you were provided on your proxy card or Notice. You will need to follow the instructions on the website.

•  By Telephone. To vote via telephone, call +1.800.690.6903 and follow the telephone prompts.

•  By Mail. If you received a paper copy of the Proxy Materials in the mail, a printed proxy card has been enclosed. You may mark, sign, date and mail your proxy card to the address indicated on the proxy card, which will then be forwarded to Seagate’s registered office in Ireland electronically. If you have not received a paper copy of our Proxy Materials and wish to vote by mail, please follow the instructions included in the Notice to obtain a paper proxy card. A full printed set of our Proxy Materials will be mailed to you automatically only if you have previously made a permanent election to receive our Proxy Materials in printed form.

•  In Person. Attend the 2022 AGM in person in Dublin, Ireland, or by appointing one or more proxies (who do not have to be shareholders) to attend the 2022 AGM in person and cast votes on your behalf in accordance with your instructions. If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Company Secretary at our registered office. For information on how to attend the 2022 AGM in person, please see “What do I need to do to attend the 2022 AGM?” above.

The Notice is not a proxy card and it cannot be used to vote your shares. Shareholders of record may vote their shares by attending the 2022 AGM and casting their vote in person or by appointing one or more proxies (who do not have to be shareholders) to attend the 2022 AGM and cast votes on their behalf in accordance with the shareholder’s instructions. If you wish to appoint as your proxy any person other than the individuals specified in the proxy card, please contact the Company Secretary at our registered office.

Beneficial owners

Beneficial owners must vote their shares in the manner prescribed by their broker. If you do not receive voting instructions, please contact your broker directly. As noted above, beneficial owners wishing to vote in person at the 2022 AGM will need to

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obtain a legal proxy from their broker and bring it with them to the 2022 AGM. For information on how to attend the 2022 AGM in person, please see “What do I need to do to attend the 2022 AGM?” above.

In order to be timely processed, your proxy must be received by 6:59 p.m. Eastern Time (11:59 p.m. local time in Ireland) on October 23, 2022 (or, if you are a beneficial owner, such earlier time as your broker may require).

May I revoke my proxy?

If you are a record holder of the Company’s shares you may change or revoke your proxy at any time before it is voted at the 2022 AGM by:

•  notifying the Company Secretary in writing: c/o Seagate Technology Holdings plc at 38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Ireland, Attention: Company Secretary;

•  submitting another properly signed proxy card (in the form mailed to you or in the form set out in section 184 of the Irish Companies Act) with a later date or another Internet or telephone proxy at a later date but prior to the proxy voting deadline described above; or

•  by voting in person at the 2022 AGM in Dublin, Ireland.

Merely attending the 2022 AGM in person does not revoke your proxy. To revoke a proxy, you must take one of the actions described above.

For beneficial owners, you must contact your broker to revoke your proxy. If you are a beneficial owner, merely attending in person at the 2022 AGM in Dublin, Ireland will not revoke your proxy.

See “What do I need to do to attend the 2022 AGM?” above for information on how to attend the 2022 AGM.

How will my proxy get voted?

If your proxy is properly submitted, you are legally designating the person or persons named on the proxy card to vote your shares as you have directed. Unless you name a different person or persons to act as your proxy, Michael R. Cannon and/or Katherine E. Schuelke (the “Company Designees”) or their substitutes will act as your proxies. If you sign and return your proxy without indicating how your shares are to be voted and name anyone other than a Company Designee as your proxy, that person may vote your shares at their discretion. If you name a Company Designee as your proxy without indicating how your shares are to be voted, the Company Designee will vote your shares as the Board recommends on each proposal in this Proxy Statement and at their discretion regarding any other matter properly presented for a vote at the 2022 AGM. The Board currently does not know of any matters to be raised at the 2022 AGM other than the proposals contained in this Proxy Statement.

If you are a beneficial owner, your broker may vote your shares at their discretion on “routine” matters if your broker does not receive instructions from you.

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The following proposals are routine matters:

•  Proposal 3 (A Non-binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 30, 2023 and Binding Authorization of the Audit and Finance Committee to set Auditors’ Remuneration)

•  Proposal 4 (Determine the Price Range for the Re-allotment of Treasury Shares)

However, your broker may not vote your shares on “non-routine” matters if your broker does not receive instructions from you (“broker non-votes”). Broker non-votes will be counted for the purposes of a quorum but will not be counted as votes for or against the non-routine matters, but rather will be regarded as votes withheld and will not be counted in the calculation of votes for or against the resolution.

The following proposals are non-routine matters:

•  Proposal 1 (Election of Each of the 11 Director Nominees)

•  Proposal 2 (Approve, in an Advisory, Non-binding Vote, the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”))

What constitutes a quorum?

A quorum is the minimum number of shares required to be present at the 2022 AGM to properly hold an annual meeting and conduct business. The presence at the meeting in Dublin, Ireland (in person or by proxy) of shareholders entitled, as of the Record Date, to exercise a majority of the voting power of the Company is necessary to constitute a quorum to conduct business at the 2022 AGM. Abstentions and broker non-votes are treated as “shares present” for the purposes of determining whether a quorum exists.

What vote is required to approve each of the proposals?

Majority of Votes Cast Required to Approve:

•  Proposal 1 (Election of Each of the 11 Director Nominees)

•  Proposal 2 (Approve, in an Advisory, Non-binding Vote, the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”))

•  Proposal 3 (A Non-binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending June 30, 2023 and Binding Authorization of the Audit and Finance Committee to set Auditors’ Remuneration)

75% of Votes Cast Required to Approve:

•  Proposal 4 (Determine the Price Range for the Re-allotment of Treasury Shares)

Although, as noted above, abstentions and broker non-votes are counted as “shares present” at the 2022 AGM for the purpose of determining whether a quorum exists, they are not counted as votes cast either “for” or “against” the proposal and, accordingly, do not affect the outcome of the vote.

Who pays the expenses of
this Proxy Statement?

We have engaged Georgeson LLC (“Georgeson”) to assist in the distribution of the Proxy Materials and the solicitation of proxies. We expect to pay Georgeson a fee for these services estimated at $10,000 plus out-of-pocket expenses. Proxies will be solicited on behalf of our Board by mail, in person, by telephone and via the Internet. We will bear the cost of soliciting proxies. We will also reimburse brokers for their

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reasonable out-of-pocket expenses for forwarding Proxy Materials to the beneficial owners for whom they hold shares.

How will proxy holders vote on any other matters that may be presented at the 2022 AGM?

Although we do not know of any matters to be presented or acted upon at the 2022 AGM other than the items described in this Proxy Statement, if any other matter is proposed and properly and validly presented at the 2022 AGM, the proxy holders will vote on such matters at their discretion.

How does the Board recommend that I vote?

The Board recommends that you vote your shares “FOR” each of the nominees for election as director and “FOR” each of the proposals 2 through 4 in this Proxy Statement.

Voting procedures and tabulation.

The Board has appointed a member of the Company’s Legal Department to serve as inspector of elections at the 2022 AGM and to make a written report thereof. Prior to the 2022 AGM, the inspector will sign an oath to perform their duties in an impartial manner and according to the best of their ability. The inspector will ascertain the number of ordinary shares outstanding, determine the number of ordinary shares present and represented at the 2022 AGM and the validity of proxies and ballots, count all votes and ballots, and perform certain other duties. The determination of the inspector as to the validity of proxies will be final and binding.

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Director

     Since     

    Shankar Arumugavelu

    Prat S. Bhatt

    Judy Bruner

    Michael R. Cannon

    Richard L. Clemmer

    Yolanda L. Conyers

    Jay L. Geldmacher

    Dylan Haggart

    William D. Mosley

    Stephanie Tilenius

    Edward J. Zander

Committee Chair

Audit Committee Financial Expert

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(a)   Shankar Arumugavelu—age 51,

      Director since 2021

Mr. Arumugavelu serves as the Senior Vice President and Chief Digital and Information officer of Verizon Communications Inc., leading Verizon’s technology organization with global responsibility for information technology strategy, architecture, development and management of information systems portfolio, continued evolution of digital platforms, data and advanced analytics, and operation of all supporting infrastructure. During his multi-decade tenure with Verizon, he has established a proven track record for leading enterprise transformation in order to scale the business and drive revenue growth. Mr. Arumugavelu has held a number of leadership positions of increasing responsibility with Verizon and its predecessor companies. Prior to assuming his current role, Mr. Arumugavelu served as the Senior Vice President and Chief Information Officer of Verizon Wireless and Verizon Consumer Markets business units. Mr. Arumugavelu serves on the board of directors of the TM Forum, a leading global alliance for digital service providers and suppliers in the telecommunications industry. He holds a master’s degree in Computer Science from the University of South Florida and a bachelor’s degree in Electrical and Electronics Engineering from Anna University.

Expertise: Mr. Arumugavelu brings substantial technology, strategy, global operations, cyber security, information systems, data, analytics, and infrastructure expertise to our Board though his experience as a senior level executive in a large multi-national telecommunications corporation.

(b)   Prat S. Bhatt—age 55,

      Director since 2020

Mr. Bhatt has served as the Senior Vice President, Chief Accounting Officer at Cisco Systems, Inc. (“Cisco”), a global technology company, since April 2013, and also held the title Corporate Controller from April 2013 to May 2022. From July 2009 to April 2013 he served as Vice President, Chief Accounting Officer and Corporate Controller at Cisco, from June 2007 to July 2009 he served as Vice President, Finance and Assistant Corporate Controller, and from November 2000 to June 2007 Mr. Bhatt served in various leadership roles of increasing importance at Cisco. From June 1999 to November 2000 Mr. Bhatt was Director of Financial Operations at Kaiser Permanente and from October 1990 to June 1999 was Senior Manager with Ernst & Young. He is a licensed Certified Public Accountant.

Expertise: Mr. Bhatt brings substantial accounting, financial, global operations, strategy, enterprise risk management, and investor relations expertise to our Board through his experience as a senior level executive in a large multi-national technology corporation.

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(c)    Judy Bruner—age 63,

      Director since 2018

Ms. Bruner served as Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016 and served on the board of directors from June 2002 to July 2004. She was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to Palm, Inc., Ms. Bruner held financial management positions at 3Com Corporation, Ridge Computers and Hewlett-Packard Company. She currently serves as a member of the boards of directors of Applied Materials, Inc. since July 2016, Qorvo, Inc., since May 2021, and Rapid7, Inc. since October 2016. Within the past five years, Ms. Bruner has also served on the board of directors of Varian Medical Systems and Brocade Communications Systems, Inc.

Expertise: Ms. Bruner brings over 35 years of financial management and operational experience in the global high-tech industry, including in solid state storage devices, and extensive experience with strategy, investor relations, compliance and enterprise risk management. In addition, her service on other public company boards, including as chair of the audit committee, brings valuable experience to our Board.

(d)   Michael R. Cannon—age 69,

      Director since 2011

Mr. Cannon served as our Board Chair since July 2020 and prior to that served as Lead Independent Director from October 2016 until he was appointed Chair. He served as President, Global Operations of Dell Inc., a multinational computer technology company, from February 2007 until January 2009, and as consultant to Dell Inc. from January 2009 until January 2011. He was the President and CEO of Solectron Corp., an electronic manufacturing services company, from January 2003 until February 2007. From July 1996 until January 2003, Mr. Cannon served as the CEO of Maxtor Corporation, a disk drive and storage systems manufacturer. He served on Maxtor’s board of directors from July 1996 until Seagate acquired Maxtor in May 2006. Prior to joining Maxtor, Mr. Cannon held senior management positions at IBM, a multinational technology company, and earlier was the Vice President of Asia Operations residing in Singapore, for the disk drive division of Control Data Corporation, a mainframe and supercomputer firm. Mr. Cannon began his career at The Boeing Company, an aerospace company, in engineering and management positions. He has served on the board of directors of Lam Research Corporation since February 2011, and on the board of directors of Dialog Semiconductor plc from February 2013 until its sale to Renesas Electronics in April 2021. Mr. Cannon has previously served on the board of directors of Elster Group SE and within the past five years, on the board of directors of Adobe Systems, Inc.

Expertise: Mr. Cannon has extensive relevant industry expertise, including expertise in the disk drive business as well as with our major customers, that is valuable to our Board. Mr. Cannon brings international, technological, operations, leadership, and research and development expertise to our Board through his service as a public company CEO, and as a member of other public company boards of directors.

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(e)   Richard L. Clemmer—age 71,

      Director since 2022

Mr. Clemmer has extensive leadership and financial management experience in the high technology industry, including experience with semiconductor, storage, e-Commerce, and software companies. Mr. Clemmer has served as a global technology Chief Executive Officer, and most recently served as the Chief Executive Officer and President of NXP Semiconductors N.V., a semiconductor company, from 2009 to May 2020. Previously, he was a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm, from 2007 to 2008. He also served as President and Chief Executive Officer of Agere Systems Inc., an integrated circuits components company from 2005 to 2007. Prior to joining Agere Systems, Mr. Clemmer held a number of executive leadership positions at Texas Instruments, Inc. and Quantum Corporation. Mr. Clemmer currently serves on the board of directors of Aptiv PLC and HP, Inc. Mr. Clemmer also serves on multiple private and non-profit boards. Within the past five years, Mr. Clemmer also served on the Board of Directors of NXP Semiconductors N.V. and NCR Corporation. Mr. Clemmer holds a bachelor’s degree in business administration from Texas Tech University and an MBA from Southern Methodist University.

Expertise: Mr. Clemmer brings experience and career success as a Chief Executive Officer and finance leader in the global high-tech industry. In addition, his knowledge of the electronics industry and many of the Company’s largest customers, his experience working with private equity investors, and his service on other public company boards brings valuable experience to our Board.

(f)    Yolanda L. Conyers—age 55,

      Director since 2022

Ms. Conyers has over 30 years of talent management, global operations and technology industry experience. Most recently she served as Vice President of Global Human Resources and Chief Global Diversity Officer at Lenovo from December 2014 until December 2020 and President of the Lenovo Foundation from January 2018 until December 2020. From January 2007 until December 2014, Ms. Conyers held a number of other leadership positions at Lenovo. Prior to joining Lenovo, Ms. Conyers held leadership positions of increasing scope and responsibility with Dell Technologies and Texas Instruments in the areas of engineering, worldwide procurement, global human resources, and diversity and inclusion. Ms. Conyers holds a bachelor’s degree in Computer Science from Lamar University and an MBA from Our Lady of the Lake University.

Expertise: Ms. Conyers brings substantial global human resources, diversity and inclusion, leadership, engineering, and global operations expertise to our Board through her experience as a senior level executive in large multi-national corporations, including at Seagate’s major customers.

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(g)    Jay L. Geldmacher—age 66,

      Director since 2012

Mr. Geldmacher has served as president and CEO and a member of the board of directors of Resideo Technologies, Inc. since May 2020. Resideo is a global provider of smart home solutions providing safety, security and comfort, and is a global distributor of security and fire products. Mr. Geldmacher served as Global CEO and President of Electro Rent Corporation, a Platinum Equity company from September 2019 to May 2020. From November 2013 to August 2019, Mr. Geldmacher served as President and CEO of Artesyn Embedded Technologies, a spin—off of Emerson Network Power’s Embedded Computing & Power business. Between 2007 and 2013, Mr. Geldmacher served as Executive Vice President of Emerson Electric Company and President of Emerson Network Power’s Embedded Computing & Power Group, which designs, manufactures and distributes embedded computing and embedded power products, systems and solutions. From 2006 to 2007, he served as Group Vice President and President of Emerson Network Power’s Embedded Computing & Power Group. From 1998 to 2006, he served as President of Astec Power Solutions, an Emerson subsidiary. Within the past five years, Mr. Geldmacher has served on the board of directors of Verra Mobility and as an Executive Advisory Council Member for Vertiv.

Expertise: As a CEO, Mr. Geldmacher brings international, technological, and operational expertise to our Board, along with additional board experience from his service on public company boards.

(h)   Dylan G. Haggart—age 35,

      Director since 2018

Mr. Haggart has served as a Partner at ValueAct Capital, a governance-oriented investment firm that invests in a concentrated portfolio of public companies, including Seagate, and has worked collaboratively with management and boards of directors on matters such as strategy, capital structure, mergers and acquisitions, and talent management since July 2013. Prior to joining ValueAct Capital in 2013, Mr. Haggart served as a private equity investor at TPG Capital, focusing on North American buyouts, and as an investment banker at Goldman Sachs. Mr. Haggart is a director on the board of Fiserv, Inc., where he is a member of the Nominating and Corporate Governance Committee, as well as the Talent and Compensation Committee. Dylan also serves as a Trustee for the Boys & Girls Clubs of San Francisco Endowment Trust.

Expertise: Mr. Haggart brings experience as an investor involved in strategic planning for other public and private companies. He also brings substantial experience with complex financial markets issues, capital allocation, strategy, technology, matters of corporate governance, executive compensation, and talent management. In addition, as a Partner and stockholder with ValueAct Capital, he has a deep knowledge of Seagate’s business and the markets it serves.

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(i)  William D. Mosley—age 56,

      Director since 2017

Dr. Mosley has served as our CEO since October 2017 and as a member of the Board since July 25, 2017. He was previously our President and COO from June 2016 to September 2017. He also served as our President, Operations and Technology from October 2013 until June 2016 and as our Executive Vice President of Operations from March 2011 until October 2013. Prior to these positions, Dr. Mosley served as our Executive Vice President of Global Sales and Marketing from February 2009 through March 2011; Senior Vice President of Global Disk Storage Operations from 2007 to 2009; and Vice President of Research and Development, Engineering from 2002 to 2007. He joined Seagate in 1996 as a Senior Engineer with a PhD in solid state physics, and from 1996 to 2002, Dr. Mosley served at Seagate in varying roles of increasing responsibility until his promotion to Vice President.

Expertise: As our CEO, Dr. Mosley brings broad-based executive-level experience and in-depth understanding of the various aspects of our business. Dr. Mosley also brings valuable global operational, technological, research and development, and sales and marketing expertise to our Board.

(j)  Stephanie Tilenius—age 55,

      Director since 2014

Ms. Tilenius is a founder and CEO of Vida Health, Inc., a mobile continuous care platform for preventing, managing and overcoming chronic and mental health conditions deployed at Fortune 500 companies, large U.S. payers and healthcare providers, since January 2014. Ms. Tilenius was an Executive in Residence at Kleiner Perkins Caufield & Byers, a venture capital firm, from June 2012 until October 2014, primarily focusing on companies within its Digital Growth Fund. From February 2010 until June 2012, Ms. Tilenius was Vice President of Global Commerce and Payments at Google, Inc., a multinational technology company, where she oversaw digital commerce, product search and payments. Prior to joining Google, Inc., she served in various positions at eBay Inc., an e-commerce company, from March 2001 until October 2009, ultimately as Senior Vice President of eBay.com and Global Products. She currently serves on the board of directors of ContextLogic (Wish) and Leaf Home, and within the past five years, served on the board of directors of Tradesy, Coach Inc., Redbubble Limited and served as the Chair of the Advisory Board of the Harvard Business School California Research Center.

Expertise: Ms. Tilenius is an experienced senior executive in the consumer internet sector. She contributes her leadership, strategic insight, digital and e-commerce expertise, and her experience as a company founder, to our Board, along with experience as a board member for other public and private companies.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

(k)   Edward J. Zander—age 75,

      Director since 2009

Mr. Zander served as Chairperson and CEO of Motorola, Inc., a multinational telecommunications company, from January 2004 until January 2008, when he retired as CEO, and continued as Chairperson until May 2008. Prior to joining Motorola, Mr. Zander was a Managing Director of Silver Lake Partners, a private equity fund focused on investments in technology industries, from July 2003 to December 2003. Mr. Zander was President and COO of Sun Microsystems Inc., an information technology company, from October 1987 until June 2002. Within the past five years, Mr. Zander has served as a member of the board of directors of NetSuite, Inc.

Expertise: Mr. Zander brings to our Board financial, technological, sales and marketing, and research and development expertise from his career as a senior executive of technology companies, and financial expertise from his prior private equity experience. His service on other public and private company boards also brings valuable experience to our Board.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Board Nominee Diversity Matrix

Board Size:

Total Numbers of Directors

Directors

Number of Directors who Identify in Any of the Categories Below:

Hispanic or Latina(o)

Alaskan Native or Native American

Black or African American

Native Hawaiian or Pacific Islander

Asian

South East Asian

Middle Eastern/North African

White

Two or More Races or Ethnicities

Other

I do not wish to disclose

LGBTQ+

Veteran

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

reviewing, monitoring and approving the Company’s strategic direction, annual operating plan, and major corporate actions;

monitoring and evaluating the performance of the Company;

hiring and evaluating the performance of our CEO;

reviewing and approving compensation of the CEO and other executive officers;

reviewing and approving CEO and executive officer succession planning;

advising and counseling the Company’s management;

overseeing the Company’s ethical and legal compliance, including the Code of Conduct and Code of Ethics; and

overseeing the Company’s enterprise risk management processes and programs.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

The Audit and Finance Committee has responsibility for oversight of financial risks, including any ESG-related financial or disclosure risks, in the Company’s business, cash position, financing activity, tax position and tax strategy, and corporate development plans, as well as risks associated with the Company’s financial reporting and disclosure process, and cybersecurity, data privacy, product security and other computerized information system controls, and compliance and ethics matters;

The Compensation Committee has responsibility for oversight of the risks related to or created by the Company’s compensation programs, arrangements, policies and procedures as well as risks related to other practices and policies affecting our employees; and

The Nominating and Governance Committee has responsibility for oversight of the risks related to director and CEO succession, the Board and its committees, corporate governance, and corporate social responsibility.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Oversee the Company’s financial reporting and disclosure processes.

Review annual audited and quarterly financial statements and Irish statutory financial statements, as well as the Company’s ESG disclosures and disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” contained in our SEC Forms 10-K and 10-Q and in our earnings releases, with management and the independent auditors.

Obtain and review periodic reports, at least annually, from management and from the independent auditors assessing the effectiveness of the Company’s internal controls and procedures for financial reporting.

Review and monitor the Company’s processes that are designed to ensure compliance with all applicable laws, regulations and corporate policy, including with respect to senior executives’ expenses and perquisites as well as ethics matters reported through the anonymous reporting line or from other sources.

Appoint the public accounting firm that will serve as our independent auditors and review the performance, independence, and qualifications of the independent auditors.

Review and make recommendations regarding the Company’s cash position; financial position; capital needs; financing plans; the Company’s ability to access capital markets including the Company’s debt and credit ratings; bank and lender relationships; capital structure; equity and debt issuances; dividends including and, if and as delegated by the Board, making declarations of Company dividends; share splits; financing proposals; debt issuances, repayment, repurchase or redemption of any outstanding notes; capital asset plans and capital expenditures; and corporate development plans.

Monitor and review, and make recommendations regarding, the Company’s policies and procedures around managing major risks in the Company’s business, cash position, financing activity, tax position and tax strategy, and corporate development plans, and risks pertaining to our financial reporting and disclosure processes, including disclosures with respect to ESG matters, and to other enterprise risks including cybersecurity, data privacy, product security and other computerized information system controls.

Review, evaluate and authorize management to enter into any capital market transactions (including debt and equity financings), private equity and debt financing, or proposed merger, acquisition, divestiture or investment transactions, in accordance with the committee’s delegated authority from the Board, and to review, evaluate and recommend to the Board with respect to any such transactions that exceed the committee’s delegated authority.

Review the scope of the financial statements audit and the findings and approve the fees of the independent auditors.

Review and determine in advance permitted audit and non-audit services to be performed by the independent auditors.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Satisfy itself as to the independence of the independent auditors and ensure receipt of their annual independence statement.

Appoint and oversee the performance of the head of the Company’s internal audit function and approve the annual internal audit plan.

Review legal and related matters that could have a significant impact on the Company’s financial statements and compliance with applicable laws.

Establish the Company’s overall compensation strategy and the executive compensation policies.

Oversee the design, development and administration of the Company’s incentive, equity compensation and benefits plans, policies and programs.

Review and decide upon executive compensation and benefit programs and periodically review their effectiveness.

Discuss and consider the results of the shareholder advisory vote on Say-on-Pay.

Review and determine, whether as a committee or together with the other independent members of the Board, all compensation decisions pertaining to the CEO.

Review and approve or recommend to the Board, any employment contracts or other transactions with current or former named executive officers, and all other Section 16 officers, including severance or termination arrangements.

Review and, with advice from the CEO, make compensation decisions pertaining to the other executive officers.

Review and determine all corporate financial and operational performance metrics and objectives relevant to executive officers’ compensation.

Review compliance of the NEOs with the share ownership requirements.

Review and recommend significant changes in principal employee benefit programs.

Select, retain and oversee Compensation Committee consultants and advisors.

Recommend for decision by the independent members of the Board the compensation to be paid to non-employee directors.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Review other programs and practices affecting our employees including with respect to compensation and the health and well-being of employees, employee development, and programs designed to promote and foster diversity, equity, and inclusion at the Company.

Take a leadership role in shaping the corporate governance of the Company including with respect to Company culture, corporate social responsibility, sustainability, DEI and human rights.

Identify individuals qualified to become directors and recommend candidates for all directorships and Board committee memberships, and evaluate candidates nominated by shareholders on substantially the same basis as it considers other nominees.

Review the Company’s Corporate Governance Guidelines and Board committee charters and make recommendations for changes to the Board.

Oversee the Board, Board committees, and director self-evaluation processes.

Consider questions of independence, related party transactions, and potential conflicts of interest of directors and executive officers.

Periodically review succession planning of the Board Chair, CEO and other executive officers.

Periodically review and propose amendments to the Company’s constitution.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

  Board

  Audit and Finance Committee

  Compensation Committee

  Nominating and Corporate Governance Committee

conducts an annual review of the performance of the Board, Board committees, and individual directors leading up to the nomination of directors for election by the shareholders;

periodically evaluates the makeup of the Board in order to determine whether the diversity of skills, experience, qualifications, perspectives and other characteristics of the existing board members adequately address the Company’s needs in light of its then current strategy;

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

identifies the skills, experience, qualifications, perspectives and other characteristics needed to enhance further the composition of the Board;

makes recommendations to the Board concerning the appropriate size and needs of the Board;

on its own, with the assistance of other Board members or management, a search firm or others, identifies potential candidates for election or appointment to the Board; and

seeks to ensure that the Board is composed of members whose skills, experience, qualifications, perspectives and other characteristics, when taken together, allow the Board to satisfy its oversight responsibilities effectively.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

  Cash Retainer

Board of Directors

Audit and Finance Committee

Compensation Committee

Nominating and Corporate Governance Committee

  Annual Restricted Share Unit Award (value)

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Fees Earned

        or Paid in         

Cash

($)

Share
        Awards         

($)⁽¹⁾

All Other

    Compensation    

($)

    Total    

($)

  Mark W. Adams⁽²⁾

  Shankar Arumugavelu

  Prat S. Bhatt

  Judy Bruner

  Michael R. Cannon

  Yolanda L. Conyers

  Jay L. Geldmacher

  Dylan Haggart⁽³⁾

  Stephanie Tilenius

  Edward J. Zander

Represents the grant date fair value of RSU awards granted in fiscal year 2022 for financial reporting purposes pursuant to the provisions of Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts do not represent amounts actually paid to or realized by the non-employee director. See Note 11, “Share-Based Compensation” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2022 regarding assumptions underlying valuation of equity awards. Additional information regarding the RSUs awarded to or held by each non-employee director on the last day of fiscal year 2022 is set forth in the table below.

Mr. Adams is retiring from the Board as of the end of the 2022 AGM and will not stand for re-election.

Mr. Haggart is a Partner at ValueAct Capital and he relinquishes all cash and vested equity compensation received for service on our Board, with the exception of 3,742 ordinary shares held directly by Mr. Haggart, to the limited partners of ValueAct Capital Master Fund, L.P.

Includes fees earned in the amount of $33,490 and $60,343 for Mr. Arumugavelu and Mr. Bhatt, respectively, for fiscal year 2021 but not paid until fiscal year 2022.

Mr. Clemmer was appointed after the end of fiscal year 2022 and therefore, was not eligible to receive compensation in fiscal year 2022.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

   Name of Director

     Aggregate

     Number of

       Outstanding  

     Awards

  Mark W. Adams

  Shankar Arumugavelu

  Prat S. Bhatt

  Judy Bruner

  Michael R. Cannon

  Yolanda L. Conyers

  Jay L. Geldmacher

  Dylan Haggart

  Stephanie Tilenius

  Edward J. Zander

Represents outstanding RSUs awarded to our non-employee directors on October 20, 2021 with the exception of Yolanda L. Conyers.

Yolanda L. Conyers joined our Board in January 2022 Amount represents outstanding RSUs awarded to them on January 24, 2022.

Mr. Haggart is a Partner at ValueAct Capital and he relinquishes all vested equity compensation received to the limited partners of ValueAct Capital Master Fund, L.P.

Mr. Adams is retiring from the Board as of the end of the 2022 AGM and will not stand for re-election.

Mr. Clemmer was appointed after the end of fiscal year 2022 and therefore, was not eligible to receive compensation in fiscal year 2022.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

CEO cash compensation tied to performance. In fiscal year 2022, at least half of the annual target for the aggregate cash compensation component for our CEO is based on Company and individual performance. The total actual cash compensation of our CEO has fluctuated from year to year. In addition, we have implemented a cap on annual bonus funding for all executive officers.

Long-term equity incentive compensation tied to performance. In fiscal year 2022, 50% of the long-term equity incentive award to the CEO was granted in the form of Performance Share Units (“PSUs”), which vest dependent upon the achievement of pre-established financial and operational performance objectives, including return on invested capital, relative total shareholder return, percentage of women in leadership and reduction of greenhouse gases. In the case of Executive Vice Presidents (“EVPs”), with the exception of a retention grant to Mr. Romano, which is described below, 50% of the long-term equity incentive awards to those employees were also tied to financial and operational performance. The retention grant to Mr. Romano includes a PSU award that vests based on the extent to which the closing price of the Company’s ordinary shares meets or exceeds one of the 30-day share price targets set forth in the retention agreement entered into between the company and Mr. Romano (as further described below).

Compensation unrelated to performance is limited. We do not have guaranteed incentive awards, “golden parachutes,” single trigger change of control severance provisions, executive pensions or excise or golden parachute tax gross-ups for our NEOs.

Robust Share Ownership Requirements. Our share ownership requirements for our NEOs directly link the interests of management and our shareholders.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

We grew revenue to $11.7 billion navigating both macro-economic challenges and the COVID-19 global pandemic. Approximately 68% of revenue was derived from the mass capacity storage markets to support our customers’ increasing demand for data, which led to record capacity shipments of 631 exabytes.

We expanded operating profits by 31% year-over-year to $2.0 billion and generated nearly $1.7 billion in cash flow from operations.

We increased diluted earnings per share by 37% year-over-year to $7.36.

We returned approximately $2.4 billion in capital to our shareholders through dividends and share repurchases demonstrating our long-standing commitment to shareholder returns. We paid $610 million in dividends and repurchased approximately 20 million shares or 9% of total shares outstanding.

  (in millions except earnings per share, exabytes and gross and operating
margin percentages)

 Exabytes shipped

 Revenues (GAAP)

 Gross margin percentage (GAAP)

 Operating margin percentage (GAAP)

 Income from operations (GAAP)

 Net income (GAAP)

 Diluted earnings per share (GAAP)

  Named Executive Officers

William D. Mosley

Gianluca Romano

Jeffrey D. Nygaard

Ravinandan (“Ravi”) Naik

Ban Seng Teh

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Emphasize Pay-for-Performance Alignment: Our general philosophy and structure of the Company’s executive compensation programs seek to emphasize strong alignment between executive pay and corporate financial, strategic and other business performance. A majority of our executives’ target total compensation is “at risk”, with the exception of Mr. Romano’s due to his retention award, including cash and equity compensation that is tied to pre-established financial and operational-performance goals aligned with achievement of our short- and long-term objectives.

Deliver on our Pay-for-Performance Philosophy: Annual cash incentive payouts reflected the Company’s financial performance in fiscal year 2022. Based on performance against the Company’s executive officer performance cash bonus metrics (revenue, adjusted operating margin, year-over-year revenue growth, and a customer satisfaction metric), the fiscal year 2022 bonus pool funding was at 120.46% of target. With respect to the outstanding Threshold Performance Share Units (“TPSUs”), our threshold adjusted earnings per share (“AEPS”) performance for fiscal year 2022 was above the $1.00 AEPS threshold; therefore, an additional 25% of each of the outstanding TPSU awards will vest on their next scheduled vesting date following the end of fiscal year 2022, subject to continued employment. No discretion was utilized on either the level of funding for the annual cash bonus plan or the vesting of any long-term equity incentive awards.

Align Executive Compensation with Shareholder Interests: Long-term equity incentives for Dr. Mosley and Messrs. Naik, Nygaard and Teh were granted at target levels using a portfolio of 50% performance- based awards to emphasize long-term strategic incentives (based on achievement of return on invested capital (“ROIC”), total shareholder returns relative to peers (“rTSR”)), 30% time-based RSUs and 20% time-based share options. Because he received a special retention grant to incentivize him to remain with Seagate in a very competitive market for experienced Chief Financial Officers, Mr. Romano’s total equity awards in fiscal year 2022 were comprised of 67% time-based RSUs, 28% performance-based awards and 5% time-based share options.

Align Long-Term Incentives with Seagate’s Commitment to Environment, Social and Governance Goals: In fiscal year 2022 the Compensation Committee approved the addition of two modifiers that link the achievement of specified ESG goals to our performance-based equity. The two ESG modifiers that increase or decrease the PSU achievement level relative to the Company’s performance include a social (gender diversity) goal and an environmental (greenhouse gas reduction) goal that align to our broader company commitment to global citizenship.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

✓ A target of 50% of equity incentives granted to our CEO and EVPs are performance-based and are made in connection with the annual performance review cycle.

X  No “single trigger” change in control benefits

✓ Caps on performance-based cash and equity incentive compensation for our executive officers

X  No golden parachute excise tax reimbursements or tax “gross-ups” in connection with a change in control

✓ Payouts under our cash bonus plan and awards under our equity incentive compensation plan for executive officers are largely based on achievement of financial and operating-performance metrics

X  No guaranteed salary increases or guaranteed bonus payments for our executive officers in fiscal year 2022

✓ A majority of total executive target compensation is “at-risk” and dependent on corporate performance

X  No defined benefit pension plan or supplemental executive pension plan

✓ Clawback provisions on incentive cash and equity compensation

X  No re-pricing of options without shareholder approval

✓ Annual as well as periodic review of, and determination upon, our compensation strategy by the Compensation Committee

X  No dividend equivalents on unvested equity awards

✓ Prohibition on short sales, hedging of share ownership positions and transactions involving derivatives of our ordinary shares for all employees and directors and restrictions on pledging of our ordinary shares as collateral for loans for directors, executive officers and certain other employees

✓ Meaningful share ownership requirements for executive officers and directors

✓ Independent compensation consultant engaged by the Compensation Committee

✓ Annual risk assessment of our compensation programs and practices

attract and retain talented leaders through competitive pay programs;

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

motivate executive officers to achieve and exceed financial, strategic and other business objectives (including specified ESG goals—social (gender diversity) and environmental (greenhouse gas reduction)) as set by the Board or Compensation Committee;

align executive officer and shareholder interests to optimize long-term shareholder value with acceptable risk; and

manage total compensation costs in support of our financial performance.

  Compensation Element

 Annual Incentive

 Executive Officer Performance

 Bonus Plan

Motivate executive officers to achieve and exceed annual financial, strategic and other business objectives

Manage total compensation costs and align them with financial performance

 Long-Term Equity Incentives

 Equity Awards

Align executive officers and shareholder interests to optimize shareholder value

Motivate executive officers to achieve and exceed long-term financial, strategic and other business objectives

 Total Direct Compensation

 Base Salary

 Annual Incentive

 Long-Term Equity Incentives

determines all corporate financial and operating-performance metrics and objectives, including any ESG metrics, relevant to each executive officer’s incentive compensation;

evaluates the CEO’s performance results in light of such metrics and objectives;

evaluates the competitiveness and mix of each executive officer’s cash bonus and long-term equity incentive targets in relation to compensation paid to executives performing similar functions at our peer companies; and

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

reviews and, with advice from the CEO in the case of the other executive officers, decides upon or recommends (as applicable) any changes to our CEO’s and other executive officers’ total compensation packages, including base salary, annual cash bonus and long-term equity incentive award opportunities, share ownership requirements and retention programs.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

similar industry classification (as defined by Global Industry Classification Standard (GICS), 4520 Technology Hardware and Equipment or 4530 Semiconductors and Semiconductor Equipment) but excluding wholesale distributors and companies that are not subject to U.S. securities law reporting requirements,

market value of at least 0.5 times that of Seagate,

trailing twelve-month (TTM) sales of between $4B and 3 times that of Seagate’s; and

a comparable business model to Seagate.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

 FY2022 Executive Peer Group

Advanced Micro Devices, Inc.

Analog Devices, Inc.

Applied Materials, Inc.

Corning Incorporated

Flex Ltd.

 Peer Group Median

 Peer Group Average

 Seagate Technology Holdings plc

Based on information available as of October 27, 2020, which was the most recent available data at the time the fiscal year 2022 peer group was approved in January 2021.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

related experience;

expected future contributions;

overall ability to influence our financial performance and the strategic impact of the role;

the ease or difficulty of replacing the incumbent; and

in the case of executive officers other than the CEO, recommendations of the CEO.

FY2021

Base

Salary

$

FY2022

Base
Salary⁽¹⁾

$

Percent    

Change    

%    

 William D. Mosley

 Gianluca Romano⁽¹⁾

 Jeffrey D. Nygaard

 Ravi Naik

 Ban Seng Teh⁽²⁾

The base salary increase for Mr. Romano was part of a retention package.

Based on the Singapore dollar (SGD) period-end foreign exchange rate for fiscal year 2022 of 0.717772036 as of July 1, 2022.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

revenue; and

adjusted operating margin (defined as adjusted operating income, divided by revenue) (“AOM”)

Year-over-year revenue growth; and

our Total Customer Experience (“TCE”) metric, which is a measure of our customers’ overall satisfaction with their Seagate experience, from product quality to responsiveness of service.

Quarterly Business Review (“QBR”): Customers provide a ranking of Seagate against its competitors through customer scorecards; and

Net Promoter Score (“NPS”): A Best-in-Class standard consumer measure that indicates if end users are satisfied with their experience of the Seagate brand.

SEAGATE TECHNOLOGY HOLDINGS PLC    

 2022 NOTICE OF MEETING AND PROXY STATEMENT

Dr. Mosley had a target bonus equal to 150% of his base salary in his role as CEO;

Messrs. Romano, Nygaard, Naik and Teh had a target bonus equal to 100% of their annual base salary in their roles as Executive Vice President;

FY2022

          Eligible           

Earnings

($)

Target

Bonus

        Percentage         

(%)