Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 25, 2017 the Companys Board of Directors (the Board) appointed William D. Mosley as Chief Executive Officer,
effective October 1, 2017. The Board also appointed Mr. Mosley as a Director of the Company, effective July 25, 2017. Mr. Mosley will serve as a Director until the Companys next annual general meeting of shareholders (the
AGM) when he is expected to stand for election by a vote of Seagate Technologys shareholders. There was not and is not any arrangement or understanding between Mr. Mosley and any other person pursuant to which Mr. Mosley
was selected to be a director. Additionally, Mr. Mosley will not receive any compensation for his service as a director.
Mr. Mosley, 50, has served as the Companys President, Chief Operating Officer since June 2016. He was previously the Companys
President, Operations and Technology from October 2013 to June 2016 and its Executive Vice President, Operations from March 2011 until October 2013. Prior to that, he served as Executive Vice President, Sales and Marketing from September 2009
through March 2011; Executive Vice President, Sales, Marketing and Product Line Management from February 2009 to September 2009; Senior Vice President, Global Disk Storage Operations from 2007 to 2009; and Vice President, Research and Development,
Engineering from 2002 to 2007.
The Board did not change Mr. Mosleys annualized base salary of $800,100 or his bonus target of 125%
of his base salary for the first quarter of fiscal year 2018. Effective on the date of his appointment as Chief Executive Officer, however, the Board approved an annualized base salary increase to $1,000,000 and bonus target increase to 150% of his
base salary. The Board also approved a target value for long-term, equity-based grants, expected to be made in the future, to Mr. Mosley of $6,950,000 for fiscal year 2018. The vesting of such long-term, equity-based awards remain subject to the
terms of his equity agreements. He will also continue to be eligible for severance benefits pursuant to the Companys Fifth Amended and Restated Executive Severance and Change in Control Plan as described in the Companys Proxy Statement
filed with the SEC on September 9, 2016 (the Severance Plan).
On July 25, 2017, the Company also announced that
Stephen J. Luczo will step down from his position as Chief Executive Officer, effective October 1, 2017. Mr. Luczo will remain with the Company in the role of Executive Chairman and will continue to serve as Chairman of the Board.
The Board did not change Mr. Luczos annualized base salary of $1,200,056 or bonus target of 150% of his base salary for the first
quarter of fiscal year 2018. Effective on the date of his change of role to Executive Chairman, however, the Board approved an annualized base salary reduction to $750,000 and a bonus target reduction to 100% of his base salary. The Board also
approved a target value for long-term, equity-based grants, expected to be made in the future, to Mr. Luczo of $6,500,000 for fiscal year 2018. The vesting of such long-term, equity-based awards remain subject to the terms of his equity agreements.
Effective October 1, 2017, Mr. Luczo will not be eligible for severance benefits pursuant to the
Severance Plan. If terminated without Cause (as that term is defined in the Severance Plan), Mr. Luczo will be entitled to up to 12 months of continued employment in an advisory role to the Companys Chief Executive Officer and the Board with
an annual base pay of $250,000. He will not be eligible for the Companys variable pay or any new equity grants, however, he will continue vesting in equity grants approved prior to termination and remain eligible for the Companys health
and welfare benefits available to all employees.
A copy of the press release announcing these changes is attached to this Current Report
on Form 8-K as Exhibit 99.2.
As previously announced on June 2, 2017, Philip G. Brace, President, Cloud Systems and Silicon Group,
will be leaving the Company. On July 20, 2017, the Company and Mr. Brace agreed that the effective date of his departure will be October 2, 2017. Mr. Brace will receive benefits consistent with the Companys obligations to
him under the Severance Plan.