Seagate Technology (STX) DEF 14ADefinitive proxy

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The 2024 Annual General Meeting of Shareholders (the “2024 AGM”) of Seagate Technology Holdings plc (“Seagate” or the “Company”), a company incorporated under the laws of Ireland with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, and its principal executive offices at 121 Woodlands Avenue 5, Singapore, 739009, will be held on Saturday, October 19, 2024, at 5:00 p.m. Singapore Standard Time, at the Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944. We are also offering you the opportunity to join the 2024 AGM virtually via live webcast over the internet. Those participating virtually can join, vote, and submit questions via the internet during the 2024 AGM by accessing www.virtualshareholdermeeting.com/STX2024.

The purposes of the 2024 AGM, which are more completely described in the accompanying Proxy Statement, are:

5.    Conduct such other business properly brought before the meeting.

Proposals 1, 2, and 3 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposal 4 is a special resolution, requiring the approval of at least 75% of the votes cast at the meeting.

Only shareholders as of the close of business on August 23, 2024 (the “Record Date”) are entitled to receive notice of and vote at the 2024 AGM. If you are a shareholder as of the close of business on the Record Date, you may attend, speak, and vote at the 2024 AGM or you may appoint a proxy or proxies to attend, speak, and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office or deliver to the Company Secretary a proxy card in the form set out in section 184 of the Irish Companies Act 2014 (the “Irish Companies Act”); please also note your nominated proxy must attend the 2024 AGM in Singapore in person in order for your votes to be cast.

If you have any questions about the meeting or require assistance, please call Georgeson LLC, our proxy solicitor, at +1 781 575 2137 or at + 1 800 891 3214 (toll-free within the United States).

During the meeting, management will present Seagate’s Irish statutory financial statements for the fiscal year ended June 28, 2024 (“fiscal year 2024” or “FY2024”) and the reports of the directors and auditors thereon. The Company will not be providing a general business update during the 2024 AGM.

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about the topics summarized below, please review the entire Proxy Statement and Seagate’s Annual Report on Form 10-K for fiscal year 2024.

During the meeting, management will present Seagate’s Irish statutory financial statements for fiscal year 2024 and the reports of the directors and statutory auditors thereon. The Company will not be providing a general business update during the 2024 AGM.

This Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” “will continue,” “can,” “could,” or the negative of these words, variations of these words, and comparable terminology, in each case, intended to refer to future events or circumstances. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are subject to various uncertainties and risks that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for fiscal year 2024 and in our Quarterly Reports on Form 10-Q filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, unless required by applicable law.

Unless explicitly stated, information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

The following are questions and answers concerning voting, solicitation, and other general information. You should read this entire Proxy Statement carefully.

The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. The Board currently has 11 directors. Each of the Director Nominees listed below is being nominated to hold office for a one-year term beginning at the end of the 2024 AGM to be held on October 19, 2024, and expiring at the end of the 2025 AGM.

Robert A. Bruggeworth will be retiring from the Board at the expiration of his current term at the 2024 AGM. The Company thanks Mr. Bruggeworth for his distinguished service on the Board and for his contributions to the Company and our stockholders. Mark W. Adams was nominated by the Board to fill the vacancy resulting from Mr. Bruggeworth not standing for re-election. Mr. Adams previously served as a director for the Company from 2017 to 2022 and was recommended for nomination by the non-management members of the Board.

Under our Constitution, if a director is not re-elected in a director election, then that director will not be re-appointed and the position on the Board that would have been filled by the director nominee will become vacant, except in limited circumstances. The Board has the ability to fill the vacancy in accordance with the Constitution, provided that any director so appointed will be subject to a resolution approving their appointment at the next annual general meeting of shareholders.

Notwithstanding the requirement that a director nominee requires a majority of the votes cast, as Irish law requires a minimum of two directors at all times, in the event that an election results in either only one or no directors receiving the required majority vote, either the nominee or each of the two nominees, as appropriate, receiving the greatest number of votes in favor of their election shall, in accordance with the Company’s Constitution, hold office until their successor shall be elected.

All of the Director Nominees, with the exception of Mr. Adams, are current Board members. The Nominating and Corporate Governance Committee reviewed the performance and qualifications of the Director Nominees listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for election at the 2024 AGM to serve for a one-year term. All of the Director Nominees have indicated that they will be willing and able to serve as directors.

The following table sets forth the names, ages, and certain other information for each of the current directors and Director Nominees as of September 3, 2024. Full biographical information is below.

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

Our Corporate Governance Guidelines, together with our Board committee charters, provide the framework for the corporate governance of the Company. This promotes the interests of our shareholders and strengthens our Board and management accountability. Below is a summary of our Corporate Governance Guidelines and Board committee charters. We provide our Corporate Governance Guidelines, the charters of each of our Board committees, and our Code of Conduct and Code of Ethics on our website at investors.seagate.com, under the “Governance” tab.

The Board, elected annually by our shareholders, oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the shareholders. The Board has three standing committees: Audit and Finance, Compensation and People, and Nominating and Corporate Governance.

The Board and its committees have the primary responsibilities of:

Our values—Integrity, Innovation, and Inclusion—underpin our strategy and our approach to environmental, social, and governance (“ESG”) matters. Seagate is committed to developing and maintaining sustainable and responsible practices in its global operations. As such, Seagate is a signatory to the Responsible Business Alliance Code of Conduct and the United Nations Global Compact and supports their principles and standards. Management regularly reports to our Board on the outcomes of programs and processes we have established to adhere to these principles and standards, as well as on other ESG matters such as the diversity of our workforce, employee development, and employee health and safety.

The Board is responsible for the management of ESG opportunities and oversight of related risks. Given the multi-faceted nature of the Company’s approach to ESG and its integration into our overall strategy, the Board believes each of its committees should maintain oversight over the particular ESG matters that fall within their scope rather than concentrating all ESG oversight solely to the Board or to a single Board committee. More specifically, the Nominating and Corporate Governance Committee annually reviews and oversees our governance structure, the Audit and Finance Committee annually reviews our disclosure controls, and the Compensation and People Committee reviews ESG performance metrics.

More information on our ESG efforts can be found on the Diversity, Equity, and Inclusion (“DEI”) and ESG sections of our website, www.seagate.com, and in our fiscal year 2023 DEI Annual Report and our fiscal year 2023 ESG Performance Report, the latter of which was prepared in accordance with the Global Reporting Initiative Standards and is responsive to the Sustainability Accounting Standards Board technology and telecommunication sector hardware standards.

The Board has responsibility for oversight of the processes established by management to report and monitor material risks applicable to the Company, including ESG risks and cybersecurity risks. The Board and its committees focus on the Company’s general risk management strategy and the most significant short-term and longer-term risks facing the Company, and regularly review the Company’s processes for monitoring and addressing risks. As part of these efforts, the following committees of the Board report to the full Board at regularly scheduled Board meetings on any identified material risks within that committee’s area of responsibilities:

Our Board believes that open communication between management and our Board is essential for effective risk oversight and management. As such, the Board and the Compensation and People Committee each receive regular reports from members of management in order to monitor, assess, and manage material risks to our business. In addition, the Audit and Finance Committee receives regular reports from management, including the Chief Information Officer, Chief Information Security Officer, and other members of management on enterprise security, data privacy, and data security risks, controls, and incident preparedness.

A copy of the charter of the Audit and Finance Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.

A copy of the charter of the Compensation and People Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.

As noted above, the Compensation and People Committee considers potential risks created by the Company’s executive compensation programs. In addition, the Compensation and People Committee reviews all of its compensation policies and procedures to determine whether they present a significant risk to the Company. Based on these reviews, the Compensation and People Committee has concluded that its compensation policies, programs, and procedures do not create risks that are reasonably likely to have a material adverse effect on the Company.

A copy of the charter of the Nominating and Corporate Governance Committee is available on our website, investors.seagate.com, under the “Governance—Board Structure and Committees” tab.

Our Corporate Governance Guidelines permit the roles of Board Chair and CEO to be filled by the same or different individuals, based on the Company’s needs and the best interests of our shareholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon the Company’s needs and the Board’s assessment of its leadership from time to time. The Board believes that our corporate governance principles, the quality, stature, and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management, are currently conducive to separation of the Board Chair and CEO positions to maximize Board effectiveness. Separating the Board Chair and CEO positions also provides an appropriate degree of Board oversight and allows Dr. Mosley, our CEO, to focus on our business strategy and market opportunities, as well as on our organizational structure and execution capabilities.

For fiscal year 2024, Michael R. Cannon served as Board Chair. If we did not have an independent Board Chair, a Lead Independent Director would be appointed as part of the organizational structure for the independent directors in order to address the need for independent leadership and perspective. Mr. Cannon has served on the Board since 2011 and brings significant industry and leadership experience to the Board, enabling him to effectively provide leadership to the Board, including with respect to the Board’s risk management oversight responsibilities, and communicate with management regarding Board input.

The Board consists of a substantial majority of independent, non-employee directors (91% as of the end of fiscal year 2024). In addition, we require that all members of the Audit and Finance, Compensation and People, and Nominating and Corporate Governance committees of the Board be independent directors.

The Board has determined that each member of each of these three committees is “independent” as defined in the Nasdaq Stock Market (“Nasdaq”) listing rules, and that each member of the Compensation and People Committee and Audit and Finance Committee meet applicable Nasdaq and SEC independence standards for such committees (see “Director Independence Determination” below). The Board has also determined that Messrs. Bhatt and Bruggeworth and Mses. Bruner and Tilenius are audit committee financial experts, as that term is defined by rules of the SEC, and that each member of the Compensation and People Committee qualifies as a “Non-Employee Director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Board committee memberships and chairs are rotated periodically, and an independence analysis is conducted annually.

The Nominating and Corporate Governance Committee regularly reviews the diversity of skills, expertise, background, and other characteristics of existing and potential director candidates in deciding on nominations for election to the Board by the Company’s shareholders or for appointment to the Board. The Nominating and Corporate Governance Committee seeks director nominees that would complement and enhance the effectiveness of the existing Board with respect to skills, knowledge, perspectives, experience, background, and other characteristics. Furthermore, the Company is committed to its value of inclusion and the Board believes it is important to consider diversity of race, ethnicity, gender, age, sexual orientation, education, cultural background, and professional and other experiences. Accordingly, when evaluating candidates for nomination as new directors, the Nominating and Corporate Governance

The Board, based on its review and the recommendation of the Nominating and Corporate Governance Committee, has determined that all of our directors and Director Nominees, with the exception of William D. Mosley, who serves as CEO of the Company, are independent under the Nasdaq listing rules and the Company’s Corporate Governance Guidelines, which are consistent with the Nasdaq listing rules. When assessing director independence, the Board considers the various commercial, charitable, and employment transactions, affiliations, and relationships known to the Board (including those identified through annual director questionnaires) to exist between the Company and the entities with which our directors or members of their immediate families are, or have been, affiliated. In considering such transactions, the Board determines whether any such transactions are in the ordinary course of business, fair to the Company, and on terms no less favorable than terms generally available to an unaffiliated third party under similar circumstances.

The Company’s independent directors meet privately in regularly scheduled executive sessions of the Board and Board committees, without management present, to consider such matters as the independent directors deem appropriate. These executive sessions are typically held at each Board and Board committee meeting.

The Board and the Board committees held the following number of meetings during fiscal year 2024:

Each incumbent director attended at least 85% of the total number of meetings of the Board and the Board committees on which they served during fiscal year 2024. The Company’s independent directors held executive sessions without management present during the four regularly scheduled quarterly Board meetings held in fiscal year 2024, as well as during all regularly scheduled committee meetings.

The Company expects all Board members to attend the 2024 AGM in person in Singapore, although other commitments may prevent some directors from attending the meeting. Ten of the eleven directors who served in such capacity on October 23, 2023, joined the 2023 Annual General Meeting of Shareholders of the Company (the “2023 AGM”).

As mentioned above, the Nominating and Corporate Governance Committee assists the Board in periodically evaluating its performance and the performance of the Board committees. Each Board committee conducts periodic self-evaluations, and the Board conducts periodic peer-to-peer evaluations to determine whether the Board and the committees are functioning effectively and whether any changes are necessary to improve their performance. The effectiveness of individual directors is considered each year when the Board nominates directors to stand for election.

The Nominating and Corporate Governance Committee:

Furthermore, the Company is committed to its value of inclusion and the Board believes it is important to consider diversity of race, ethnicity, gender, age, sexual orientation, education, cultural background, and professional and other experiences. Accordingly, the Nominating and Corporate Governance Committee will consider the foregoing factors and will include both underrepresented races and ethnicities and different genders in the pool of qualified candidates for nomination as a new director. From time to time, the Company engages an executive search firm to help identify qualified candidates for consideration by the Nominating and Corporate Governance Committee. If the Nominating and Corporate Governance Committee chooses to engage a search firm, it will instruct such search firm to include both underrepresented races and ethnicities and different genders in the initial pool of qualified candidates.

In nominating candidates, the Nominating and Corporate Governance Committee takes into account, among other things, the diversity factors noted above, professional experience, understanding of business and financial issues, ability to exercise sound judgment and make independent analytical inquiries, leadership, achievements, knowledge, and experience in matters affecting the Company’s business and industry. Each nominee should possess a commitment to representing the long-term interests of the shareholders, the highest character and integrity, sufficient time to devote to Board matters, an understanding of the Company’s business, and no conflict of interest that would interfere with performance as a director.

Shareholders may recommend candidates for consideration for Board membership by sending their recommendation to the Company Secretary at the registered office of the Company (details of which are included in this Proxy Statement) in accordance with our Constitution. The Company Secretary will forward the recommendations to the Nominating and Corporate Governance Committee. Candidates recommended by shareholders are evaluated in a substantially similar manner as director candidates identified by any other means.

The Board does not have a mandatory retirement age for directors and, because the Nominating and Corporate Governance Committee annually evaluates director nominees for the following year, the Board has decided not to adopt specific term limits for directors.

The Company has developed an orientation program for all new directors that they are required to attend, which includes receiving and reviewing materials related to our business and operations. We also encourage ongoing education for our directors and reimburse directors for the costs of such continuing director education. In addition, the directors are given full access to management and other employees as a means of providing additional information.

Shareholders and other interested parties wishing to communicate with the full Board, the independent directors, or any individual director (including any Board committee Chairperson) may do so in writing by sending a communication to the Board and/or a particular member of the Board, to Seagate Technology Holdings plc, 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, Attention: Company Secretary. Depending upon the nature of the communication and to whom it is directed, the Company Secretary will: (i) forward the communication to the appropriate director or directors; (ii) forward the communication to the relevant department within the Company; or (iii) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter), as appropriate.

The Company has adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that governs the behavior of certain senior financial officers or other persons performing similar functions within the Company. It charges them with ethical and honest conduct and compliance with the law in the practice of financial management in all aspects of the Company’s business activities. This Code of Ethics is intended to supplement the Company’s Code of Conduct, which is applicable to our Board of Directors, all employees of the Company, including the CEO, Chief Financial Officer,

The Company prohibits its Board members and all employees from taking “short” positions in our securities or engaging in hedging or other monetization transactions with respect to our securities. The Company also prohibits its Board members and all employees from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of the Company securities and (ii) engaging in any form of short-term speculative trading in Company securities. Directors, executive officers, and certain other employees are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan.

We have also adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us. Under the policy, our directors, executive officers, and certain other employees are prohibited from trading in our securities absent pre-clearance from our designated compliance officer, unless such trades are pursuant to a trading plan (a “10b5-1 plan”) meeting the requirements of Rule 10b5-1 promulgated under the Exchange Act. The 10b5-1 plan must be reviewed and acknowledged by our designated compliance officer and we require that the first trade under a newly adopted 10b5-1 plan take place after the statutory “cooling off” period has passed from the time of adoption of the plan; in addition, a director, executive officer, or other covered employee is only permitted to use one 10b5-1 plan at a time in accordance with the requirements of Rule 10b5-1.

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.

Our director compensation program is designed to (i) provide our non-employee directors with reasonable and appropriate compensation for the work required for a company of our size and scope and (ii) align non-employee directors’ interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain, and utilize the expertise of highly qualified individuals serving on the Board. Director compensation is recommended for adoption to the Board by the Compensation and People Committee, who is advised in this matter by the Compensation Consultant, Semler Brossy, on market trends. Company employees do not receive additional compensation for their service as directors.

Our fiscal year 2024 director compensation program for non-employee directors consisted of the elements set forth in the table below.

Each non-employee director elected in connection with the annual election of directors at the 2023 AGM (including non-employee directors re-elected at the annual general meeting) received a restricted share unit (“RSU”) award representing a number of shares equal to $275,000 divided by the average closing share price for the quarter prior to the award, rounded to the nearest whole share, with the exception of the Board Chair, who received a RSU award representing a number of shares equal to $350,000 divided by the average closing share price for the quarter prior to the award. If the appointment of a non-employee director occurs other than in connection with the annual election of directors at the 2023 AGM, this dollar amount is pro-rated for the year of appointment. If, prior to commencement of Board service, the newly elected or appointed director was an officer or member of the board of directors of an entity acquired by Seagate, the Board may award a lesser number of RSUs. The grant date for each such award is the date of the director’s election or appointment. Generally, each RSU award will vest on the earlier of the one-year anniversary of the grant date or the next election of directors at an annual general meeting (provided such annual general meeting is held at least 50 weeks after the prior meeting). All RSU awards will become fully vested in the event of a “Change of Control” of Seagate (as such term is defined in the Seagate Technology Holdings plc 2022 Equity Incentive Plan (“2022 EIP”)).

In addition to the cash compensation and equity awards, all members of the Board are reimbursed for their reasonable out-of-pocket travel expenses incurred in attending Board meetings and other Board-related activities, such as continuing education.

To align the interests of directors with the Company’s shareholders, the Board has adopted a share ownership requirement of four times the annual board cash retainer (excluding committee retainers, if any) for non-employee directors. The calculation of ordinary shares owned for purposes of the ownership requirement includes: (i) ordinary shares directly or indirectly owned (for example, through a trust), (ii) unvested restricted share awards or RSUs (if any) and, (iii) for any director affiliated with an entity and contractually obligated to assign to such entity any equity awards received as compensation for service as a non-employee director, shares owned by such entity or its affiliates. Until a non-employee director satisfies the mandatory ownership level, they may not sell more than that number of shares that vest pursuant to any outstanding restricted share award or RSU award as is necessary, in each case, to cover the tax liability associated with the vesting or exercise of the equity award. Once a non-employee director has attained the minimum level of Company share ownership, they must maintain this minimum level of Company share ownership until their resignation or retirement from the Board. In setting the share ownership requirement, the Board considered the input of the independent compensation consultant, the Company’s then-current share price, and the period of time, generally, that it would take a non-employee director to reach the required ownership level. Directors who are Company employees are subject to the share ownership requirements described in the section entitled “Compensation Discussion and Analysis—Share Ownership Requirements” of this Proxy Statement. As of June 28, 2024, all of our non-employee directors meet the share ownership requirement.

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

The aggregate number of outstanding equity awards for each of our non-employee directors as of June 28, 2024 is set forth in the table below.

We are presenting the following proposal, commonly known as a “Say-on-Pay” proposal, which gives you as a shareholder the opportunity to vote, on an advisory, non-binding basis, on the compensation of our NEOs for fiscal year 2024, as required by Section 14A of the Exchange Act and the related rules of the SEC. The Board has determined to hold a Say-on-Pay advisory vote each year. You may endorse or not endorse, respectively, the compensation paid to our NEOs by voting for or against the following resolution:

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:

A simple majority of all votes cast by holders of ordinary shares on the Record Date represented in person or by proxy at the 2024 AGM is required to approve Proposal 2.

This Compensation Discussion and Analysis provides an overview of our executive compensation program for fiscal year 2024 and our executive compensation strategies and objectives, as well as the compensation awarded to our fiscal year 2024 NEOs, who are listed below.

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with commonly viewed best practices and sound governance principles.

Our executive compensation strategy is intended to drive high performance, strengthen our market position, and increase shareholder value. The goals of our executive compensation programs are to:

At the 2023 AGM, the Company’s shareholders approved the advisory proposal regarding the compensation of the NEOs for fiscal year 2023 with approximately 96% of the votes cast in favor of our executive compensation programs (excluding abstentions/broker non-votes). The Board appreciates the shareholders’ continued support of the Company’s compensation strategy and objectives. This support reaffirms to the Board the appropriateness, effectiveness, and market competitiveness of the Company’s executive compensation programs, including continued emphasis on programs that reward our executive officers for generating sustainable profitability and delivering long-term value for our shareholders. No significant changes were made to the Company’s overall executive compensation strategy in fiscal year 2024. The Board and the Compensation and People Committee will continue to consider the results of the Company’s annual shareholder advisory votes when making future compensation decisions for our executive officers, including the NEOs.

As noted previously, the Compensation and People Committee is responsible for overseeing the design, development and administration of our compensation and benefits policies and programs. In executing its duties, with respect to executive compensation, the Compensation and People Committee:

The Compensation and People Committee recommends to the independent directors of the Board the compensation plans and equity awards specific to our CEO, and the independent directors of the Board determine the overall compensation package of our CEO. Our CEO does not participate in the determination of his own compensation. The Compensation and People Committee is supported in its work by our Senior Vice President, Chief People and Places Officer and her staff, and an independent executive compensation consultant, as described below.

The Compensation and People Committee retained Semler Brossy as its independent consultant during fiscal year 2024 for advice and counsel, to provide an external review of compensation proposals, and to ensure alignment of our compensation decisions to our executive compensation strategy. Semler Brossy’s consulting during fiscal year 2024 also included consultation in support of the Compensation and People Committee’s decisions regarding NEO compensation programs, including salary changes, determination of equity awards, annual incentive plan design, annual review of our severance plan, and share ownership requirements. Semler Brossy also provided to the Compensation and People Committee recommendations related to the CEO’s compensation and advice regarding non-employee director compensation.

Semler Brossy is not permitted to provide services to the Company’s management except as directed by the Compensation and People Committee and did not provide any such services to management in fiscal year 2024. The Compensation and People Committee retains sole authority to hire any compensation consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement.

In connection with its engagement of Semler Brossy, the Compensation and People Committee considered various factors in determining Semler Brossy’s independence including, but not limited to (i) the amount of fees received by Semler Brossy from Seagate as a percentage of Semler Brossy’s total revenue, (ii) Semler Brossy’s policies and procedures designed to prevent conflicts of interest, and (iii) the existence of any business or personal relationship that could impact Semler Brossy’s independence. After reviewing these and other factors, the Compensation and People Committee determined that Semler Brossy was independent, and its engagement did not present any conflicts of interest under SEC rules or the Nasdaq listing rules.

Based on management’s review of market competitive practices, and within the framework of the Company’s approved compensation programs, each year our CEO recommends the amount of base salary increase (if any), the amount of the annual incentive bonus opportunity, and the long-term equity incentive award value for our executive officers, including the NEOs (other than our CEO). These recommendations are based upon the CEO’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The Compensation and People Committee reviews and evaluates the CEO’s recommendations and decides, in its sole discretion, upon our executive officers’ compensation, including any changes to such compensation. Our CEO does not recommend his own compensation, and the Compensation and People Committee and the independent directors meet without our CEO present when evaluating and setting the CEO’s compensation.

Our Senior Vice President, Chief People and Places Officer and members of her staff assist the Compensation and People Committee in its review of our executive compensation plans and programs, including providing market data on competitive pay practices, program design, and changes in the corporate governance landscape concerning executive compensation matters.

The Compensation and People Committee reviews executive officers’ roles and responsibilities and establishes ranges for each incentive element of executive compensation after reviewing similar information for a defined group of companies (the “Executive Peer Group”) that compete for comparable executive talent. The Compensation and People Committee reviews analyses of disclosures and of published surveys of compensation among the Executive Peer Group companies when considering salary, bonus, and long-term equity incentive compensation of executive officers in similar roles.

As part of our annual review cycle, the Compensation and People Committee reviewed potential changes to the Executive Peer Group with recommendations from the Compensation Consultant. For fiscal year 2024, we instituted a cap on our market value criteria to 8x that of Seagate. As a result, Advanced Micro Devices, Inc. was removed from the Executive Peer Group and SkyWorks Solutions, Inc. was added. Executive Peer Group companies were selected based on the following criteria:

The Committee exercises its judgment when considering the Executive Peer Group and may choose to include companies that fall outside these criteria.

We do not benchmark the total annual compensation of our executive officers to a specific market percentile, although the total annual target compensation (including base salary, target annual cash bonus incentive, and target long-term equity incentives) for the executive officers, including the NEOs, generally has fallen near the median for similar positions within the Executive Peer Group.

The Compensation and People Committee considers the pay practices and relative performance of our Executive Peer Group companies in determining target incentive compensation for our executive officers. The target amounts and compensation mix vary for each executive officer and are dependent upon various factors, none of which is specifically weighted, including the importance of the position to our organization, overall retention value, internal pay equity, and projected future value of the total compensation package. Generally, the amounts actually realized by our executive officers are dependent on the Company’s financial and operational performance.

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

As discussed above under the heading “Role of our CEO and Management in the Compensation Process,” the CEO recommends to the Compensation and People Committee all compensation elements for our NEOs (other than the CEO) and the Compensation and People Committee determines the value of each compensation element as described below. The CEO recommendations are based upon the CEO’s assessment of each executive officer’s performance and individual retention considerations, as well as the Company’s performance. The CEO does not recommend his own compensation, and the Compensation and People Committee and the independent directors meet without the CEO present when evaluating and setting the CEO’s compensation.

Our Senior Vice President, Chief People and Places Officer and members of her staff assist the Compensation and People Committee in its review of our executive compensation plans and programs, including providing market data on competitive pay practices, program design, and changes in the corporate governance landscape concerning executive compensation matters.

The proportion of each compensation element (i.e., the compensation mix) relative to total compensation varies by individual, although for our executive officers the emphasis is on compensation that is variable and contingent on our financial and operational performance. Variations in the compensation mix among NEOs reflect differences in scope of responsibility as well as Executive Peer Group market data.  

Base salaries are the fixed annual cash amounts paid to our executive officers, including the NEOs. In reviewing and determining base salaries, the Compensation and People Committee considers:

Salaries are reviewed annually and may be modified to reflect significant changes in the scope of an executive officer’s responsibilities and/or market conditions. Our goal is to be competitive with respect to base salary while distinguishing ourselves from the Executive Peer Group by providing a greater emphasis on compensating our executive officers through the use of performance-based incentives that are consistent with our strategy of motivating executive officers to achieve and exceed annual and multi-year business objectives.

On April 16, 2023, the Board approved temporary salary reductions for our NEOs to reduce its cost structure in response to changes in macroeconomic and business conditions. These reductions were intended to align the Company's operational needs with the near-term demand environment while continuing to support our long-term business strategy. Reductions were as follows: Dr. Mosley and Mr. Romano's base salaries were each reduced by 100% and Mr. Morris' base salary was reduced by 35% for a period of six months starting on May 8, 2023, and Mr. Teh's base salary was reduced by 50% and Mr. Chong's base salary was reduced by 35% for a period of six months starting on June 1, 2023. Because the Company's fiscal year ended on June 30, 2023, this salary reduction also impacted executive compensation for our NEOs in fiscal year 2024. Salaries were returned to their prior levels in November 2023 upon completion of the six-month period.

On July 18, 2023, the Compensation and People Committee decided not to fund the Executive Performance Bonus plan and to not award a bonus for fiscal year 2024. Given the challenges in the market, Seagate is focused on investing resources into critical areas of the business and to address future customer requirements for the sustainability of our business.

The Compensation and People Committee and Board will continue to evaluate the Company's incentive compensation program in fiscal year 2025 and may implement new incentive plans if doing so is in the best interests of the Company and its employees, customers, and stockholders. Our Compensation and People Committee reviews the structure and parameters of our short-term incentive plan annually in light of current corporate performance and objectives, industry conditions, and other relevant factors. The Compensation and People Committee may make adjustments to the plan that it believes are necessary to align the short-term incentives with the appropriate corporate objectives for the next year.

In fiscal year 2024, the Compensation and People Committee granted equity awards to the NEOs under the terms of the 2022 Equity Incentive Plan (the “2022 EIP”). The 2022 EIP is intended to:

When determining our NEOs’ equity incentive awards, the Compensation and People Committee considers comparable equity incentive awards to executive officers in the Company’s Executive Peer Group, the NEO’s role, individual performance, and potential future contributions. Our equity award guidelines and mix of the type of awards granted are based on an analysis of the unvested equity held by an NEO, the practices of Executive Peer Group companies in awarding equity for similar positions (including equity mix and award values), potential impact on earnings, and the pool of available shares under the 2022 EIP. In determining the award for each NEO, the Compensation and People Committee also considers the Company’s goals for retaining the NEO for the long term.

NEOs are generally awarded equity on an annual basis, typically in early September as part of our annual award cycle, and these equity incentive awards generally consist of a mix of time-vested restricted share units, performance-based awards, and share options in the case of our EVPs and CEO (each as governed by the 2022 EIP as described more fully below), reflecting a strong emphasis on pay-for-performance and the alignment of interests between our NEOs and our shareholders.

For fiscal year 2024, the equity awards made to Dr. Mosley, Mr. Romano, and Mr. Teh in their respective roles as CEO and EVPs, were comprised of 20% time-based options, 30% time-based RSUs, and 50% performance-based awards (the “FY2024 PSU Award”). The equity awards made to Mr. Morris in his role as SVP consisted of 50% time-based RSUs and 50% performance-based awards. The equity awards made to Mr. Chong in his role as SVP consisted of 60% time-based RSUs and 40% performance-based awards. This reflects the Compensation and People Committee’s review and assessment of market practices at Executive Peer Group companies, as well as its determination that these mixes provide an appropriate blend of equity incentives to sustain and improve the Company’s financial performance and shareholder value.

Options generally vest over four years and have a seven-year term. Options are awarded with an exercise price equal to the fair market value of the Company’s ordinary shares on the grant date. Fair market value is defined as the closing price of the Company’s ordinary shares on the Nasdaq stock market on the grant date. The grant date and vesting schedule for options granted to our eligible NEOs are generally determined during the annual award process but may be different in the case of a new hire or a change in employment position.

RSUs generally vest over four years, with 25% vesting on the first anniversary of the grant and then in equal quarterly installments thereafter, contingent on continued service. Each RSU represents the right to receive one of the Company’s ordinary shares. Under the terms of the RSU award agreement, no dividend equivalents accrue during the vesting period.

The fiscal year 2024 PSUs are performance-based RSUs that vest after the end of a three-year performance period, subject to continued employment and the achievement of annual ROIC over the performance period, modified by a factor based on the Company’s rTSR percentile compared with the Executive Peer Group. ROIC was selected as a key metric because of its ability to measure the efficiency of our use of capital and delivery of earnings above investment, considered a critical factor in the Company’s long-term success. In addition, the rTSR metric rewards financial performance and is measured by the change in our share price and the dividends we declared during the performance period relative to the performance of the Executive Peer Group.

The Compensation and People Committee determines the number of PSUs that will vest at the end of the three-year performance period according to a pre-established vesting matrix. Payout of 100% of the targeted number of PSUs will occur if target ROIC is attained over the three-year measurement period and rTSR is at least at the median of the Executive Peer Group. The final ROIC metric is calculated as the average annual ROIC over the prior three fiscal years. Annual ROIC is calculated as (i) adjusted operating income minus the Non-GAAP tax expense (benefit), divided by (ii) (x) adjusted net plant, property, and equipment plus total current assets minus cash and cash equivalents, minus (y) total current liabilities excluding debt. All values represent U.S. GAAP results except adjusted operating income, Non-GAAP tax expense (benefit), and adjusted net plant, property and equipment. Adjusted operating income, used to determine Annual ROIC, is operating income adjusted to exclude the impact of (a) share-based compensation expense and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance target was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures each quarter. Adjusted net plant, property, and equipment includes net plant, property, and equipment and the net value of right of use assets acquired through finance leasing.

For fiscal year 2024, the rTSR modifier was interpolated and set between the 25th to 75th percentiles of the Executive Peer Group’s TSR. If the minimum ROIC performance has been achieved, the actual number of PSUs that

Threshold Performance Share Units (“TPSUs”) are equity awards with a maximum seven-year vesting period, contingent on continued service and the achievement of the specified adjusted earnings per share (“AEPS”) goal. Each TPSU represents the right to receive one of our ordinary shares. After reviewing the market trends, the decision was made to discontinue awarding TPSUs in fiscal year 2022 to our CEO and EVP population to strengthen our alignment with market practices. However, any outstanding TPSU awards will continue to be disclosed in applicable future Compensation Discussion and Analysis disclosures.

For each tranche of a TPSU award that is eligible to vest on a vesting date, vesting is contingent on the Company achieving a threshold AEPS goal of $1.00 for the fiscal year prior to the year in which the vesting date occurs. If the threshold goal is not achieved, vesting of that tranche is delayed to the next scheduled vesting date for which the AEPS goal is achieved. TPSU awards may become fully vested as early as four years from the grant date and remain eligible to vest for up to seven years following the grant date. If the AEPS threshold level has not been met by the end of the seven-year period, any unvested TPSUs will be forfeited. Unvested awards from prior years may vest cumulatively on the scheduled vesting date in a future year within the seven-year vesting period if the annual AEPS threshold for that year is achieved. For example, if AEPS performance prior to the first vesting date is below the AEPS threshold, then vesting will be delayed. If the AEPS threshold is achieved prior to the second vesting opportunity, then 50% of the award will vest (25% from the first vesting date and 25% from the second vesting date due to the cumulative feature of the award). For purposes of the TPSU awards, AEPS is based on diluted earnings per share, calculated in accordance with U.S. GAAP, excluding the impact of (a) share-based compensation expenses and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance target was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures. Under the terms of the TPSU award agreement, no dividend equivalents accrue during the vesting period.

With respect to the outstanding TPSUs awarded in fiscal year 2021, our threshold AEPS performance for fiscal year 2024 was above the $1.00 AEPS threshold; therefore, 25% of each of the outstanding TPSU awards will vest on their next scheduled vesting date following the end of fiscal year 2024, subject to continued employment. Because these TPSU awards did not vest following fiscal year 2023, an additional 25% of the award will also vest on this date in accordance with the cumulative vesting provisions of the TPSU Award Agreement.

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

PSUs under the award that become eligible to vest based on performance will vest on the first anniversary of the grant date (with respect to the first tranche PSUs), and the second anniversary of the date of grant (with respect to the second tranche PSUs) or, if later for either tranche, the date the Compensation and People Committee certifies the level of performance achieved for the applicable performance period. Vesting generally is subject to the executive remaining in continuous service through the vesting date. However, if an executive terminates due to the executive’s death or disability, then the award will vest pro-rata, based on the number of days since the award grant date that the executive was in service, and based on actual performance against the performance goals. Additionally, if during a change in control period (as defined in our Severance Plan and as discussed below), an executive is terminated without cause or resigns for good reason (each as defined in our Severance Plan and as discussed below), then the award will vest in full on the later of the closing date of the change in control or the date of the executive’s termination. Each PSU represents the right to receive one of our ordinary shares.

We established share ownership requirements to ensure that our NEOs hold a meaningful equity stake in the Company and, by doing so, link their interests with those of our shareholders. Shares directly or indirectly owned (for example, through a trust), along with unvested RSUs (if any), are included in the calculation of ordinary shares owned for purposes of the ownership requirements, but time-based and performance-based options and unvested performance share bonuses, TPSUs, and PSUs are not counted until they are exercised or vested, as applicable. NEOs are expected to meet the ownership requirements within five years of the date upon which the NEO first becomes subject to the requirements. NEOs are measured against the applicable guideline on the last day of each fiscal year, and the results are reported to the Compensation and People Committee.

Our NEOs are required to own shares in an amount equal to an applicable target value based on a multiple of annual base salary. For the avoidance of doubt, we considered fiscal year 2024 Base Salary prior to the temporary salary reduction in our review of the ownership requirements. Our NEOs are required to meet the following requirements:

Our NEOs are eligible to participate in a broad range of benefits in the same manner as non-executive employees. Seagate does not offer separate benefits for executive officers, other than severance benefits (see “Severance and Change in Control Benefits” below).

We generally do not provide perquisites to our NEOs other than, in certain limited business-related circumstances, reimbursement for the travel costs of the NEO’s spouse or significant other. No such reimbursement was provided to any NEOs for fiscal year 2024. If an NEO’s travel on our corporate aircraft includes a personal element, the NEO is required to fully reimburse us for the aggregate incremental cost of any such usage. We consider the value of perquisites in assessing the competitiveness of our total compensation package to that of Executive Peer Group companies.

The 2015 Seagate Deferred Compensation Plan (the “SDCP”), effective January 1, 2015, allows our U.S.-based NEOs (and other eligible employees) whose annual base salary is $190,000 or more, or whose target commissions and annual base salary in the aggregate is $190,000 or more, to defer on a pre-tax basis (i) up to 70% of their base salary, (ii) up to 70% of commissions, and/or (iii) up to 100% of their annual performance-based bonus, to the extent such bonus is paid in cash. Bonus paid in the form of equity or an equity-based award will not be eligible for deferral under the Plan. Deferrals and notional earnings related to those deferrals are reflected on the Company’s books as an unfunded obligation of the Company and remain part of our general assets. We do not contribute to the SDCP, and notional earnings on deferrals are based on the performance of actual investment funds selected by each participant from a menu of investment options offered pursuant to the SDCP. Deferral amounts, earnings, and year-end balances for our NEOs are set forth in the table titled “Non-Qualified Deferred Compensation Plans” under the “Compensation of Named Executive Officers” section below. The SDCP is a successor plan to the prior Seagate Deferred Compensation Plans, as amended from time to time, under which no additional deferrals may be made after December 31, 2014. A grantor (or rabbi) trust was established to hold any assets contributed to the trust to help satisfy our obligations due under the prior plans in effect through December 31, 2014.

Participants may elect to receive distributions upon retirement or termination of employment or at a specified time while still employed. With respect to deferrals of amounts relating to services provided to Seagate after December 31, 2019, participants may elect to receive distributions following retirement or termination in either a lump sum or annual installments up to a maximum of seven years. Participants may elect to receive in-service distributions in a lump sum or annual installments payable over 2, 3, 4 or 5 years. Upon disability, a participant’s account will be distributed in accordance with their retirement/termination distribution elections. Additionally, upon death, a participant’s accounts will be paid to their beneficiary or beneficiaries in a cash lump-sum payment payable before the later of the end of (i) the calendar year in which the participant dies or (ii) two and one-half months after the participant dies. Unless otherwise determined by the Seagate Benefits Administrative Committee prior to a change in control, the SDCP will be terminated upon the occurrence of a change in control and the aggregate balance credited to and held in a participant’s account shall generally be distributed to the participant in a lump sum not later than the thirtieth day following the change in control.

The Company’s global business needs require it on occasion to relocate certain employees with special or unique skills to countries where those skills may not be readily available. To meet this need, the Company utilizes long term international assignments, which are provided under its Long-Term International Assignment Policy (“LTIA Policy”). The Company provides certain benefits to these long-term international assignees according to the LTIA Policy. In fiscal year 2024, no NEO received benefits under this program.

We provide severance benefits to assist in aligning executive officer and shareholder interests during the evaluation of an ownership change, to remain competitive in attracting and retaining executive officers, and to support organizational changes necessary to achieve our business strategy. The purpose of the Ninth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan (the “Severance Plan”) is to:

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.

In the event that the benefits payable following a change in control exceed the safe harbor limits established in Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), we will reduce the benefits so that no excise tax will apply under Section 4999 of the Code (relating to Section 280G of the Code), if such reduction will result in a higher after-tax benefit to the NEO. We do not provide a gross-up for any taxes payable on severance benefits and the NEO is responsible for the payment of all such taxes, including any excise taxes imposed on change in control payments and benefits.

Although an exception exists for certain qualified performance-based arrangements in place as of November 2, 2017, under Section 162(m) of the Code, only the first $1 million in annual compensation paid to our NEOs generally is deductible for U.S. federal income tax purposes and such deduction limit will continue to apply to such individuals for all future years in which they receive compensation (including severance) from the Company. This deduction limitation also applies to certain individuals who were NEOs in prior years. While the Compensation and People Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to approve compensation that is not deductible by the Company in order to maintain a compensation program that is consistent with our pay-for-performance compensation strategy.

We prohibit short sales, hedging of share ownership positions, and transactions involving derivatives of our ordinary shares for all employees and directors, and place restrictions on pledging of our ordinary shares as collateral for loans for directors, executive officers, and certain other employees. Please see the “Corporate Governance – Anti-Hedging and Pledging Policy and Other Trading Restrictions” section above for information on our Securities Trading Policy.

The Company currently maintains two pay recovery policies applicable to executive officers. The first Pay Recovery Policy is intended to eliminate any reward for intentional misrepresentation of financial results. It provides standards for recovering compensation from our executive officers and other officers who hold the position of Senior Vice President and above (collectively, "Designated Officers"), where such compensation was based on incorrectly reported financial results due to the fraud or willful misconduct of such Designated Officer. The Designated Officer's repayment obligation applies to any cash bonus paid, share award issued (whether or not vested) and/or vested during the covered period (as defined below) or options exercised during the period commencing with the date that is four years prior to the beginning of the fiscal year in which a restatement is announced, and ending on the date recovery is sought (the "covered period").

The second policy is our Executive Compensation Recovery Policy adopted by the Compensation and People Committee and effective as of December 13, 2023. This policy was adopted to comply with Section 10D of the Exchange Act and the Nasdaq listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the company's current and former "officers" under Rule 16a-1(f) of the Exchange Act, the Company must recover erroneously awarded, incentive-based compensation on a pre-tax basis, subject to very limited exceptions, to the extent the applicable financial reporting measure was attained during the three-year period preceding the date the Company is required to prepare an accounting restatement. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements, as well as restatements that correct errors that are not material to previously issued financial statement but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period. The policy requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.

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:

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

The Compensation and People Committee has reviewed and discussed the Compensation Discussion and Analysis with management and the Board. In reliance on the review and discussions referred to above, the Compensation and People Committee approved the inclusion of the Compensation Discussion and Analysis in the Company’s Proxy Statement for fiscal year 2024.

None of the members of the Compensation and People Committee during fiscal year 2024 were employees of the Company or any of its subsidiaries at any time during fiscal year 2024, have ever been an officer of the Company or any of its subsidiaries, or had a relationship with the Company during that period requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the SEC. No executive officers of the Company served on the compensation committee of any other entity, or as a director of an entity that employed any of the members of the Compensation and People Committee during fiscal year 2024. 

Our Summary Compensation Table for fiscal year 2024 below shows the total compensation of each of our NEOs with respect to fiscal years 2024, 2023, and 2022. The amounts reported reflect rounding, which may result in slight variations between amounts shown in the Total column and the sum of its components as reflected in the table.