The Compensation and People Committee (the “Committee”) shall provide assistance to the Board of Directors (the “Board”) of Seagate Technology Holdings plc (the “Company”) in fulfilling its responsibilities by:
1. Approving the compensation for executive officers (including the CEO) and independent directors.
2. Overseeing the design and administration of Incentive and Equity-Based Compensation Plans.
3. Selecting and retaining Committee advisors.
4. Overseeing the reporting of executive officer compensation disclosures 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.
The Committee Chair and members of the Committee shall be appointed annually by the Board, and shall serve until such member’s successor is duly elected or until such member’s earlier resignation or removal. A member of the Committee may be removed, with or without cause, by a majority vote of the Board.
Unless a Chair is appointed by the Board, the Committee members shall designate a Chair by a majority vote of the Committee. The Board may replace a Chair designated by the Committee at any time. The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the Chair, the Committee shall select another member to preside.
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 when the Committee deems appropriate and in the best interests of the Company and when such delegation would not violate applicable law, regulation or NASDAQ or SEC requirements.
The Committee may revoke any delegation to subcommittees at any time.
The Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or equity securities to any employee who is not a Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plans, provided that such delegation is in compliance with such plan, the Company’s Constitution and applicable law. Any officer to who the Committee grants such authority shall regularly report to the Committee grants so made.
The Committee shall regularly review any delegation of authority to management with respect to decisions regarding compensation for executives and other employees and may revoke any delegation of authority at any time.
A. Activities of the Committee
The following functions shall be the duties and responsibilities of the Committee. The Committee may assume additional duties and responsibilities as required or appropriate due to business, legislative, regulatory, legal or other conditions or changes, or as directed by the Board.
All Executive Officers
Chief Executive Officer
Executive Officers (excluding the CEO)
B. Outside Advisors
The Committee is empowered to study or investigate any matter within the Committee’s oversight role, or as it deems appropriate. The Committee may, in its sole discretion, retain, obtain advice from, terminate, determine terms of service of, and approve the fees of, any advisors to the Committee, including legal counsel and consultants (each of whom is hereafter referred to as an “Advisor”) to assist the Committee in evaluating director, CEO or executive officer compensation, or other matters as the Committee may direct. The Committee shall be directly responsible for the oversight of the work of any such Advisor. The Company will provide for funding for payment of any such Advisor.
The Committee must consider the following factors and any additional factors required by NASDAQ before selecting or receiving advice from an Advisor (other than in house legal counsel):
The Committee may select, or receive advice from, any Advisor, including an Advisor that is not found to be independent, so long as 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 Advisor has a conflict of interest as defined by the rules of the SEC, including consideration of the six factors affecting independence listed above.
The Committee shall also establish policies and procedures for the preapproval 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.
As adopted by the Board effective as of April 24, 2023.