UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Seagate Technology Holdings plc (“Company”) entered into a compensation agreement with Gianluca Romano, the Company’s Chief Financial Officer, to facilitate his long-term retention. The retention agreement was entered into to provide Mr. Romano with a significant long-term incentive intended to encourage him to continue his employment with the Company.
On February 22, 2022 (“grant date”), the Company awarded Mr. Romano 18,725 time-based restricted share units (the “1-year RSUs”) with a grant date fair value of US$2,010,128.75 and 56,170 time-based restricted share units (the “4-year RSUs”) with a grant date fair value of US$6,029,849.50. The 1-year RSUs will vest on the first anniversary of the grant date, and the 4-year RSUs will vest in equal installments on each of the first four anniversaries of the grant date, in each case subject to his continued employment through the relevant period and on the vesting date.
On February 22, 2022, Mr. Romano was also awarded 18,725 performance share units (“PSUs”), with a grant date fair value of US$2,010,128.75. The PSUs provide the opportunity for Mr. Romano to receive Company shares based on the extent to which the closing price of a Company ordinary share meets or exceeds one of the 30-day share price targets (“Performance Goal”) set forth in the PSU award agreement at any time during the 3-year performance period beginning on the grant date and extending through February 22, 2025 (“Performance Period”). The PSUs will vest on the later of the third anniversary of the grant date or the date the Compensation Committee of the Board of Directors certifies the level of achievement of the Performance Goal, subject to Mr. Romano’s continued employment. Each PSU granted represents the right to receive one ordinary share based on target performance, but the ultimate number of ordinary shares to be earned will be determined at the end of the three-year Performance Period and could range from 0% to 200% of the target number of PSUs granted to Mr. Romano. The number of PSUs eligible for vesting pursuant to achievement of the Performance Goal shall be calculated as the number of PSUs granted multiplied by the modifier associated with the highest 30-day share price target attained during the Performance Period, in accordance with the percentages set forth in the PSU award agreement; provided, however, that in no event will the number of PSUs vesting exceed 200% of the number of PSUs granted.
All of the 1-year RSUs, 4-year RSUs and PSUs were granted in accordance with the terms of the Company’s 2022 Equity Incentive Plan. The foregoing descriptions are summaries of the awards and are qualified in their entirety by reference to the 2022 Equity Incentive Plan, which is attached as Exhibit 10.2 to the Form S-8 filed on October 20, 2021, and the terms of each final equity award agreement.
The Company also increased Mr. Romano’s annual base salary from US$600,018 to US$715,000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY | ||
| By: | /s/ Katherine E. Schuelke | |
| Name: | Katherine E. Schuelke | |
| Title: | Senior Vice President and Chief Legal Officer | |
Date: February 24, 2022
Document and Entity Information |
Feb. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Seagate Technology Holdings plc |
| Amendment Flag | false |
| Entity Central Index Key | 0001137789 |
| Document Type | 8-K |
| Document Period End Date | Feb. 22, 2022 |
| Entity Incorporation State Country Code | L2 |
| Entity File Number | 001-31560 |
| Entity Tax Identification Number | 98-1597419 |
| Entity Address, Address Line One | 38/39 Fitzwilliam Square |
| Entity Address, City or Town | Dublin 2 |
| Entity Address, Country | IE |
| Entity Address, Postal Zip Code | D02 NX53 |
| City Area Code | (353) (1) |
| Local Phone Number | 234-3136 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Ordinary Shares, par value $0.00001 per share |
| Trading Symbol | STX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |