Compensation Committee Charter

I. PURPOSE:

The Compensation Committee (the “Committee”) shall provide assistance to the Board of Directors (the “Board of Directors”) of Seagate Technology plc (the “Company”) by fulfilling the Committee’s responsibilities and duties outlined in Section IV.

II. STRUCTURE AND QUALIFICATIONS

Composition

  1. The Committee shall be comprised of three (3) or more members of the Board of Directors and each of whom shall meet the independence standards set forth in The Nasdaq Marketplace Rules, including Rule 5605 and IM-5605-6, and the provisions of Rule 10C-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined by the Board of Directors, each of whom shall be selected by and serve at the pleasure of the Board of Directors. In selecting members to serve on the Committee, the Board of Directors shall consider (i) the source of compensation of such member, including any consulting, advisory or other compensatory fee paid by the Company to such member and (ii) whether such member is affiliated with the Company (or any subsidiary or affiliate thereof) to determine whether such compensation or affiliation may impair such member’s judgment.
  2. At least two (2) members of the Committee shall generally satisfy the requirements for a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act and for an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (Section “162(m)”). 1

 Appointment and Removal

Each member of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairperson

Unless a Chairperson is elected by the Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible for setting the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.

Delegation to Subcommittees

The Committee may form subcommittees composed of two or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

The Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or options or other equity securities to any non-Section 16 officer2 of the Company under the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plan; provided that such delegation is in compliance with the plan and Articles of Association and applicable law. In the event of such delegation, the delegated officer(s) shall report to the Committee the awards made in a timely manner.

III. MEETINGS

  1. The Committee shall meet at least four (4) times each year and at such other times as it deems necessary to fulfill its responsibilities. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee. Attendance may be in person or by telephone or other form of electronic communication by which each member may communicate with each other member in attendance. The Committee may also act by written consent.
  2. As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO, the Company’s principal human resources executive, and any other corporate officers, as it deems appropriate. However, the Committee should meet regularly without such officers present. The CEO may not be present during voting or deliberations with respect to determination of his or her compensation.
  3. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

IV. DUTIES AND RESPONSIBILITIES

The following functions shall be the common recurring activities of the Committee in carrying out its purpose outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be required or appropriate in light of business, legislative, regulatory, legal or other conditions or changes or as decided by the Board of Directors. The Committee shall also carry out any other related responsibilities and duties delegated to it by the Board of Directors from time to time.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. The Committee may, in its sole discretion, retain, obtain advice from and terminate any advisors to the Committee, including any compensation consultant assisting the Committee in the evaluation of director, CEO or executive officer compensation for this purpose, and any other outside consultants, legal counsel or other advisors (any such person hereafter referred to as an “Advisor”) to provide advice or other assistance to the Committee. The Committee shall be directly responsible for the oversight of the work of any such Advisor. The Committee shall have sole authority to appoint any such Advisor and approve the fees, other retention terms and other terms of service for any such Advisor. The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such Advisor.

The Committee may select or receive advice from an Advisor, other than in-house legal counsel, only after taking into consideration the following factors and any additional factors as may be required the Nasdaq Stock Market:


(i) the provision of other services to the Company by the person that employs the Advisor;

(ii) the amount of fees received from the Company by the person that employs the Advisor, as a percentage of the total revenue of the person that employs such Advisor;

(iii) the policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest;

(iv) any business or personal relationship of the Advisor with a member of the Committee;

(v) any shares of the Company owned by the Advisor; and

(vi) any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the Company.

The Committee may select, or receive advice from, any Advisor, including an Advisor that is not found to be independent, so long as that the Committee has first considered the foregoing factors in its selection process for all Advisors other than in-house legal counsel.

On at least an annual basis, the Committee shall consider whether any compensation consultant providing advice to the Committee has a conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K and, in determining whether a conflict of interest exists, shall consider the six factors affecting independence listed above.

The Committee shall also establish policies and procedures for the pre-approval of compensation-related or other services to be provided by any Advisor retained by the Committee, and approve in advance any compensation or non-compensation engagement or relationship between the Company and such Advisor.

Setting Compensation for Executive Officers and Directors

  1. Establish and review the overall compensation philosophy of the Company.
  2. Recommend to the independent directors of the Board of Directors any material change to compensation, compensation plans and equity grants specific to the Chief Executive Officer. The approval of a majority of the independent directors of the Board, adjusted as described below, shall be required to approve such compensation, plans and equity grants.

    (i) With respect to any element of the Chief Executive Officer’s compensation that is intended to qualify as performance-based compensation under Section 162(m), only those independent directors who qualify as “outside directors” (within the meaning of Section 162(m)) shall be entitled to approve such compensation and the approval of a majority of those independent directors shall be required.

    (ii) With respect to any element of the Chief Executive Officer’s compensation involving a grant of the Company’s securities, only those independent directors who qualify as “non-employee directors” (as defined in Rule 16b-3) shall be entitled to approve such grant and the approval of a majority of those independent directors shall be required.
  3. Review and approve corporate goals and objectives relevant to CEO’s and other executive officers’ compensation, including annual performance objectives, if any.
  4. Evaluate the performance of the CEO in light of such goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determine and approve the annual salary, bonus, equity-based incentive and other benefits, direct and indirect, of the CEO .3
  5. With the CEO, review and approve, or make recommendations to the Board of Directors with respect to the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers.
  6. In connection with executive compensation programs4 :

    (i) review and recommend to the Board of Directors, or approve, new executive compensation programs;

    (ii) review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are effective in achieving their intended purpose(s); and

    (iii) establish and periodically review policies for the administration of executive compensation programs.
  7. Establish and periodically review policies in the area of senior management perquisites.
  8. Discuss the results of the shareholder advisory vote on “say-when-on-pay” and “say-on-pay,” if any, with regard to the named executive officers.
  9. Review and recommend to the Board of Directors the compensation for non-employee directors as well as directors and officers indemnification and insurance matters.
  10. Serve as the Plan Committee designated in the various short-term and long-term cash incentive plans of the Company or appointing an employee or group of employees to serve as the Plan Committee.
  11. Review and make recommendations to the Board of Directors, or approve, any employment contracts or other transactions with current or former executive officers of the Company, including severance or termination arrangements.
  12. Review and discuss with management, on at least an annual basis, management’s assessment of whether risks arising from the Company’s compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company.
  13. Overseeing the Company’s share ownership guidelines for senior executives, annually measuring progress against the guidelines and considering this progress in determining future equity grants and updating the guidelines as necessary and appropriate.

    Monitoring Incentive and Equity-Based Compensation Plans

  14. Oversee the design and administration of the Company’s compensation policies and benefit programs for employees generally with regard to material business risk associated with the operation of these programs and determine whether risks arising from any of such policies or programs are reasonably likely to have a material adverse effect on the Company.
  15. Review and approve, or make recommendations to the Board of Directors with respect to, the Company’s incentive compensation plans and equity-based plans, and oversee the activities of the individuals responsible for administering those plans.4
  16. Review and make recommendations to the Board of Directors, or approve, all equity-based awards, including pursuant to the Company’s equity-based plans.3,4
  17. Appoint and remove plan administrators for the Company’s retirement plans for the Company’s employees and perform other duties that the Board of Directors may have with respect to the Company’s retirement plans.
  18. Review and make recommendations with respect to shareholder proposals related to compensation matters.

    Reports

  19. Prepare the compensation committee report on executive officer compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
  20. Oversee the preparation of a “Compensation Discussion and Analysis (CD&A)” for inclusion in the Company’s annual proxy statement or annual report on Form 10-K, in accordance with the rules of the SEC. The Committee shall review and discuss the CD&A with management each year and, based on that review and discussion, determine whether or not to recommend to the Board of Directors that the CD&A be included in the Company’s annual proxy statement or annual report on Form 10-K, as applicable.
  21. Report regularly to the Board of Directors including:

    (i) following all meetings of the Committee; and

    (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities.

    The Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report.

  22. Maintain minutes or other records of meetings and activities of the Committee.

V. ANNUAL PERFORMANCE EVALUATION

  1. The Committee shall periodically perform a review and evaluation of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.
  2. In addition, the Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate.
  3. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

As amended and restated by the Board of Directors effective as of April 24, 2013.


1  Rule 16b-3 provides an exception from the “short swing profits” rules under Section 16 of the Securities Exchange Act of 1934 for acquisitions from the issuer of issuer equity securities if they are approved by the board of directors of the issuer, or a committee of the board of directors that is composed solely of two or more “non-employee directors” (as defined in Rule 16b-3).
Section 162(m) of the Internal Revenue Code limits tax deductions by public companies for annual compensation in excess of $1 million paid to named executive officers, except for “performance based compensation” awarded by a committee consisting solely of two or more “outside directors” (as defined).

2  In order to comply with Rule 16b-3 under the Exchange Act, the delegated authority to one or more officers should specifically exclude grants to persons who are directors or executive officers of the company as of the grant date. In addition, in order to meet the "performance-based" exemption under Section 162(m) of the Internal Revenue Code, an award must (among other things) be approved in advance by a committee of the board consisting solely of two or more directors who are "outside" directors (which would not include the CEO). It is the time that the taxable event occurs (e.g., the exercise date in the case of a nonqualified option, or the vesting date in the case of a performance-based restricted stock award) that is the relevant focus for purposes of determining a grantee’s status as a "covered employee", since that is the time the company seeks to take the tax deduction.

3  Compensatory grants of the Company’s securities to the executive officers may only be approved by a committee consisting solely of “non employee directors” (as defined in Rule 16b-3) and performance-based compensation of the Named Executive Officers may only be approved by a committee consisting of “outside directors” within the meaning of Section 162(m)).

4  If necessary to satisfy the requirements for either (i) an otherwise available exclusion from potential short-swing trading profits liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3, or (ii) tax deductibility under Section 162(m), then any such action may only be taken by a subcommittee consisting solely of “non employee directors” and/or “outside directors” as applicable.