SEAGATE TECHNOLOGY HOLDINGS PLC, DEF 14A filed on 9/9/2025
Proxy Statement (definitive)
v3.25.2
Cover
 12 Months Ended
Jun. 27, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Seagate Technology Holdings plc
Entity Central Index Key 0001137789
v3.25.2
Pay vs Performance Disclosure
 12 Months Ended
Jun. 27, 2025
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jul. 01, 2022
USD ($)
Jul. 02, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
(a)
Summary Compensation Table Total for William D. Mosley (1)
 (b)
Compensation Actually Paid to William D. Mosley (1)(2)(3)
(c)
Average Summary Compensation
Table Total for
Non-PEO NEOs
(d)
Average Compensation Actually Paid to Non-PEO NEOs (2)(3)
(e)
Value of Initial Fixed $100 Investment Based On: (4)
Net Income ($)(m)
(h)
Company Selected Measure: ROIC (%)(5)
(i)
TSR
(f)		Peer Group TSR
(g)
2025$17,176,927$57,393,073$5,546,701$14,650,182$358$229$1,469116%
202413,631,72731,274,7814,417,5988,654,37825524133564%
202311,436,2084,811,5983,270,494171,402147215(529)16%
202213,210,3183,559,1866,482,6623,153,5511571551,64978%
202111,641,18936,801,6113,241,8708,283,0271921561,31477%
        
Company Selected Measure Name return on invested capital        
Named Executive Officers, Footnote William D. Mosley was our PEO during all of our fiscal years 2021, 2022, 2023, 2024, and 2025. The individuals comprising the non-PEO NEOs for each fiscal year presented are: (i) in Fiscal Year 2025, Mr. Romano, Mr. Teh, Dr. Morris, and Mr. Lee, (ii) in fiscal year 2024, Mr. Romano, Mr. Teh, Dr. Morris, and Mr. Chong, (iii) in fiscal year 2023, Mr. Romano, Mr. Teh, Ms. Katherine E. Schuelke, Mr. Jeffrey D. Nygaard, and Mr. Ravi Naik, (iv) in fiscal year 2022, Mr. Romano, Mr. Nygaard, Mr. Naik, and Mr. Teh, and (v) in fiscal year 2021, Mr. Romano, Mr. Nygaard, Mr. Naik, and Mr. Teh.        
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table shows the cumulative total shareholder return with respect to the Dow Jones US Computer Hardware Index (“DJUSCR Index”), which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports for the fiscal years 2021, 2022, 2023, 2024, and 2025. The Company’s TSR and the Peer Group TSR assume that a fixed amount of $100 was invested for the period starting July 2, 2020 (which is the last trading day of fiscal year 2020), through the end of the listed year in the company and in the DJUSCR Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
PEO Total Compensation Amount $ 17,176,927 $ 13,631,727 $ 11,436,208 $ 13,210,318 $ 11,641,189
PEO Actually Paid Compensation Amount $ 57,393,073 31,274,781 4,811,598 3,559,186 36,801,611
Adjustment To PEO Compensation, Footnote The following provides additional information regarding the adjustments made to the amounts reported in the "Total" column of the Summary Compensation Table for our PEO and the non-PEO NEOs in order to determine Compensation Actually Paid. Fair Value amounts are calculated in accordance with FASB ASC Topic 718.
SCT
(a)
Grant Date Value of New Awards
(b)
Year-End Fair Value of New Awards
(i)
Change in Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years
(ii)
Change in Value of Vested Awards Granted in Prior Fiscal Years
(iii)
Fair Value of Vested Awards Granted and Vested in Current Fiscal Year
(iv)
Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions
(v)
Total Equity Award Adjustments
(c) = (i)+(ii)+(iii)+(iv)+(v)
CAP
 (a)-(b)+(c)
PEO ($)
17,176,92716,068,38628,839,55423,211,2124,233,765——56,284,53257,393,073
Non-PEO NEOs ($)
5,546,7014,981,0228,285,4615,222,751769,907—(193,617)14,084,50314,650,182
        
Non-PEO NEO Average Total Compensation Amount $ 5,546,701 4,417,598 3,270,494 6,482,662 3,241,870
Non-PEO NEO Average Compensation Actually Paid Amount $ 14,650,182 8,654,378 171,402 3,153,551 8,283,027
Adjustment to Non-PEO NEO Compensation Footnote The following provides additional information regarding the adjustments made to the amounts reported in the "Total" column of the Summary Compensation Table for our PEO and the non-PEO NEOs in order to determine Compensation Actually Paid. Fair Value amounts are calculated in accordance with FASB ASC Topic 718.
SCT
(a)
Grant Date Value of New Awards
(b)
Year-End Fair Value of New Awards
(i)
Change in Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years
(ii)
Change in Value of Vested Awards Granted in Prior Fiscal Years
(iii)
Fair Value of Vested Awards Granted and Vested in Current Fiscal Year
(iv)
Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions
(v)
Total Equity Award Adjustments
(c) = (i)+(ii)+(iii)+(iv)+(v)
CAP
 (a)-(b)+(c)
PEO ($)
17,176,92716,068,38628,839,55423,211,2124,233,765——56,284,53257,393,073
Non-PEO NEOs ($)
5,546,7014,981,0228,285,4615,222,751769,907—(193,617)14,084,50314,650,182
        
Compensation Actually Paid vs. Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the company’s and DJUSCR Index’s cumulative TSRs over the five most recently completed fiscal years.
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Mosley, William D.
$36.80$3.56$4.81$31.27$57.39
Avg NEO CAP ($M)$8.28$3.15$0.17$8.65$14.65
STX TSR$191.51$156.97$147.42$254.60$358.36
Dow Jones U.S. Computer Hardware Index TSR$156.17$154.70$214.78$240.82$229.41

STX vs TSR.jpg
        
Compensation Actually Paid vs. Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Mosley, William D.
$36.80$3.56$4.81$31.27$57.39
Avg NEO CAP ($M)$8.28$3.15$0.17$8.65$14.65
Net Income ($M)$1,314$1,649$(529)$335$1,469

STX vs Net Income.jpg
        
Compensation Actually Paid vs. Company Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Company Selected Measure which was ROIC during the four most recently completed fiscal years.
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Mosley, William D.
$36.80$3.56$4.81$31.27$57.39
Avg NEO CAP ($M)$8.28$3.15$0.17$8.65$14.65
ROIC77 %78 %16 %64 %116 %

STX vs ROIC updated.jpg
        
Total Shareholder Return Vs Peer Group
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the company’s and DJUSCR Index’s cumulative TSRs over the five most recently completed fiscal years.
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Mosley, William D.
$36.80$3.56$4.81$31.27$57.39
Avg NEO CAP ($M)$8.28$3.15$0.17$8.65$14.65
STX TSR$191.51$156.97$147.42$254.60$358.36
Dow Jones U.S. Computer Hardware Index TSR$156.17$154.70$214.78$240.82$229.41

STX vs TSR.jpg
        
Tabular List, Table
Performance Measures
Relative TSR
Return on Invested Capital ("ROIC")
Adjusted Operating Margin ("AOM")
Revenue
Total Customer Experience ("TCE")
        
Total Shareholder Return Amount $ 358 255 147 157 192
Peer Group Total Shareholder Return Amount 229 241 215 155 156
Net Income (Loss) $ 1,469,000,000 $ 335,000,000 $ (529,000,000) $ 1,649,000,000 $ 1,314,000,000
Company Selected Measure Amount 1.16 0.64 0.16 0.78 0.77
PEO Name William D. Mosley        
Additional 402(v) Disclosure The amounts shown for Compensation Actually Paid, or "CAP", have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the amounts reported in the "Total" column of the Summary Compensation Table with certain adjustments as described in footnote 3 below.We determined ROIC, or return on invested capital, to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and non-PEO NEOs in Fiscal Year 2025. This performance measure may not have been the most important financial performance measure for other fiscal years shown in the table above and we may determine a different financial performance measure to be the most important financial performance measure in future years. For Fiscal Years 2024 and 2025, ROIC is calculated as (i) adjusted operating income minus the non-GAAP tax expense (benefit), divided by (ii) (x) adjusted net plant, property, and equipment plus total current assets minus cash and cash equivalents, minus (y) total current liabilities excluding debt. For fiscal years 2021, 2022, and 2023, the calculation was determined using the same methodology, except for the numerator which was (i) adjusted operating income multiplied by (1 minus the average tax rate). All values represent U.S. GAAP results except adjusted operating income, non-GAAP tax expense (benefit), and adjusted net plant, property, and equipment. Adjusted operating income, used to determine ROIC, is operating income adjusted to exclude the impact of (a) share-based compensation expense and (b) material, unusual, or non-recurring gains and losses, accounting charges, or other extraordinary events that were not foreseen at the time the performance measure was established, in each case of (a) and (b), as publicly reported in the Company’s U.S. Non-GAAP financial measures each quarter. Adjusted net plant, property, and equipment includes net plant, property, and equipment and the net value of right of use assets acquired through finance leasing.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name Return on Invested Capital ("ROIC")        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Operating Margin ("AOM")        
Measure:: 4          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 5          
Pay vs Performance Disclosure          
Name Total Customer Experience ("TCE")        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 56,284,532        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (16,068,386)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 28,839,554        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,211,212        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,233,765        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,084,503        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,981,022)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,285,461        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,222,751        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 769,907        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (193,617)        
v3.25.2
Award Timing Disclosure
 12 Months Ended
Jun. 27, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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.
Practices Related to the Grant of Equity Awards
Stock option and other annual equity award grants are generally made to executive officers on an annual basis according to a pre-established schedule that coincides with the Company’s fiscal year-based performance management cycle, allowing the Board and Compensation and People Committee to grant equity awards close in time to performance appraisals. Annual equity-based compensation awards to our executive officers are approved annually at the July meeting of the Board (for our CEO) or the Compensation and People Committee (for all other executive officers), with a grant date that has historically occurred in September. The dates of these meetings are generally scheduled at least one year in advance.
In addition, with respect to the timing of our equity award grants:
■We do not time the grant of equity-based awards in coordination with the release of material, non-public information and have never had a practice of doing so; and
■We have never timed and do not plan to time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.
During Fiscal Year 2025, we did not grant stock options, stock appreciation rights, or similar option-like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Method
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.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
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.
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
 12 Months Ended
Jun. 27, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true