Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
|
On December 21, 2018, Seagate Technology plc (Seagate
or the Company) announced that it has appointed Gianluca Romano as the Companys Chief Financial Officer and Executive Vice President, Finance, effective as of January 7, 2019. Mr. Romano will serve as principal financial
officer replacing Kathryn Scolnick who had been serving as the Companys interim Chief Financial Officer.
Mr. Romano, 49,
previously served as Corporate Vice President, Business Finance and Accounting at Micron Technology, Inc., a semiconductor company, from October 2011 to December 2018. Prior to his role at Micron, Mr. Romano served as Vice President Finance,
Corporate Controller at Numonyx, Inc., a semiconductor company, from 2008 to 2010, and from 1994 until 2008 he held various finance positions at STMicroelectronics, most recently as Group Vice-President/ Central & North Europe Finance
Director/ Shared Accounting Services Director. Mr. Romano holds a bachelors degree in economics and business administration from the University of Urbino (Italy).
In connection with Mr. Romanos appointment as Chief Financial Officer and Executive Vice President, Finance, the Company and
Mr. Romano entered into an Offer Letter on December 3, 2018 (the Offer Letter). Pursuant to the Offer Letter Mr. Romano will receive the following: (i) an annual base salary of $600,000, (ii) a
sign-on
bonus of $200,000 less applicable taxes, subject to clawback should Mr. Romanos employment with the Company terminate within two years under any circumstances in which Mr. Romano would not be
eligible for receipt of severance benefits in accordance with the terms of the Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan, and (iii) an equity award, subject to the terms and conditions of the
Companys 2012 Equity Incentive Plan, in the form of stock options (the Option) and Threshold Performance Share Units (the TPSU) with a combined estimated value of $2,400,000 (the Estimated Value), subject to
Mr. Romanos beginning active employment with Seagate on January 7, 2019. Mr. Romano will be eligible to participate in the Seagate Executive Officer Performance Bonus Plan, which has a target of 100% of Mr. Romanos
annual base salary. Mr. Romano will also be eligible for relocation services and expenses in accordance with the Companys policies as well as benefits generally available to employees and executives of the Company. Mr. Romano is also
expected to enter into the Companys standard form of indemnification agreement.
The number of shares to be awarded pursuant to the
Option will be equal to 50% of the Estimated Value divided by the option fair value on the date of grant, rounded up to the nearest whole share. One fourth of the shares subject to the Option will vest on the first anniversary of the date of grant,
and 1/48
th
of the Option will vest each month thereafter over the next three years, subject to continued employment with the Company. The number of shares to be awarded pursuant to the TPSU is
equal to 50% of the Estimated Value divided by the closing price of the Companys common stock on the date of grant, rounded up to the nearest whole share. One fourth of the shares subject to the TPSU vest each year on the anniversary of the
vesting commencement date contingent on the Company achieving a threshold
non-GAAP
adjusted earnings per share, as defined in the Offer Letter, (AEPS) goal of $1.00 for the fiscal year prior to the
fiscal year in which the vesting date occurs, provided, that, if such threshold goal is not achieved, vesting of that tranche is delayed until the next scheduled vesting date for which the AEPS goal is achieved. Achievement of the performance
objective will be evidenced by a written certification of the Compensation Committee of the Board and vesting will not occur until the certification has been made. The TPSU award may become fully vested as early as four years from the grant date and
remains eligible to vest for up to seven years following the grant date. If the AEPS threshold level has not been met by the end of the seven-year period, any unvested TPSUs will be forfeited. All such vesting events are subject to Mr. Romano
remaining an employee of the Company on the applicable vesting date and the achievement of the applicable performance target. In the event of Mr. Romanos termination on account of his death prior to the seventh anniversary of the vesting
commencement date and prior to the TPSU becoming 100% vested, an additional 25% of the number of shares subject to the TPSU shall be deemed to have vested immediately prior to such termination.
There are no family relationships between Mr. Romano and any of the Companys directors or executive officers and there are no
arrangements or understanding between Mr. Romano and any other persons pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Romano and the Company.