8-KLeadership ChangesExhibits & Filings

Seagate Technology Holdings plc 8-K Report, Executive Changes (Aug 24, 2022)

Filed August 24, 2022For Securities:STX

Summary

Seagate Technology Holdings plc (STX) has announced the appointment of Richard (Rick) Clemmer as a new independent director to its Board of Directors, effective August 23, 2022. Mr. Clemmer's appointment is a strategic move to strengthen the board's expertise and governance, as he is deemed independent under Nasdaq listing rules. Mr. Clemmer will receive compensation consistent with other non-employee directors, including an annual cash retainer of $100,000 and an initial restricted share unit grant valued at $275,000, which will be prorated based on his service period until the next annual general meeting. This appointment is expected to enhance the board's capabilities and align with Seagate's commitment to strong corporate governance.

Key Highlights

  • 1Richard (Rick) Clemmer appointed as an independent director to the Board of Directors.
  • 2Mr. Clemmer's appointment is effective August 23, 2022.
  • 3The Board has determined Mr. Clemmer to be an independent director under Nasdaq listing rules.
  • 4Mr. Clemmer will serve until Seagate's next annual general meeting of shareholders.
  • 5Compensation includes an annual cash retainer of $100,000.
  • 6Mr. Clemmer will receive an initial restricted share unit grant valued at $275,000, subject to proration.
  • 7The appointment is based on the recommendation of the nominating and corporate governance committee.

Frequently Asked Questions

Richard (Rick) Clemmer has been appointed as an independent director to Seagate's Board of Directors. His appointment, effective August 23, 2022, was made upon the recommendation of the nominating and corporate governance committee. He brings valuable experience and has been determined to be independent under Nasdaq listing rules, strengthening the board's governance and oversight capabilities.

Mr. Clemmer will participate in Seagate's standard compensation arrangements for non-employee directors. This includes an annual cash retainer of $100,000 for his board service. Additionally, he will receive an initial grant of restricted share units (RSUs) valued at $275,000, with the number of shares determined by the average closing share price prior to the grant, prorated for the period between his appointment and the next annual general meeting.

Based on the filing, there are no special arrangements or understandings under which Mr. Clemmer was selected as a director. Furthermore, he does not have any direct or indirect material interest in any transaction that would require disclosure under SEC regulations. Seagate will also enter into a deed of indemnity with Mr. Clemmer, which is standard practice.