Seagate (STX) Appoints Thomas Szlosek to Board, Joins Audit Committee

Rhea-AI Filing Summary

Seagate Technology Holdings plc appointed Thomas (Tom) Szlosek to its Board of Directors effective August 23, 2025. The Board determined Mr. Szlosek to be an independent director under Nasdaq rules and named him to the audit and finance committee. He will serve until the next annual general meeting when shareholders are expected to vote on his election.

Mr. Szlosek will receive Seagate's standard non-employee director compensation: an annual cash retainer of $100,000, a prorated initial restricted share unit grant valued at $275,000 (converted into shares using the prior quarter's average closing price), and an additional $15,000 per year for audit and finance committee service. Seagate and Mr. Szlosek will execute previously filed indemnification agreements. The filing states there are no related-party transactions requiring disclosure.

Positive

• Board independence confirmed — Mr. Szlosek was determined to be an independent director under Nasdaq listing rules.
• Immediate audit oversight — appointment to the audit and finance committee could strengthen financial governance.
• Transparent compensation — filing specifies cash retainer, committee fee, and prorated RSU grant mechanics.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine independent director appointment strengthening audit oversight, using standard compensation and indemnity arrangements.

The appointment of Mr. Szlosek is presented as a standard board refreshment: he is independent by Nasdaq standards and immediately joins the audit and finance committee, which may bolster board oversight of financial reporting and controls. Compensation terms mirror existing non-employee director arrangements, including a prorated RSU grant and cash retainers, and use previously filed indemnity forms to manage director liability. The filing explicitly confirms no related-party interests, which simplifies governance review.

Financial Analyst

TL;DR: Appointment is a neutral corporate-governance update with limited direct financial impact.

The disclosure details compensation mechanics but does not present material financial transactions or affect reported results. The cash retainer and committee fee are modest relative to company scale, and the equity grant is prorated and based on market price, indicating standard dilution/phasing. The use of existing indemnity agreements avoids incremental contractual complexity. No items in the filing indicate earnings, debt, or operational changes.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

Who was appointed to Seagate's board in the August 2025 8-K (STX)?

Thomas (Tom) Szlosek was appointed to Seagate's Board of Directors effective August 23, 2025.

Will the new director stand for election by Seagate shareholders (STX)?

Yes. Mr. Szlosek will serve until Seagate's next annual general meeting when he is expected to stand for election by shareholders.

What committee will the new Seagate director join (STX)?

He was appointed to serve on Seagate's audit and finance committee.

What compensation will the new director receive according to the 8-K (STX)?

He will receive an annual cash retainer of $100,000, an initial prorated RSU grant valued at $275,000 converted to shares using the prior quarter's average closing price, and $15,000 per year for audit and finance committee service.

Are there any related-party transactions or conflicts disclosed for the new director (STX)?

The filing states Mr. Szlosek does not have a direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 04:21 PM Learn about SEC filing dates

Seagate Technology Holdings plc0001137789false00011377892025-08-232025-08-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2025

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

____________________________

Ireland			001-31560			98-1597419
(State or other jurisdiction of			(Commission File Number)			(I.R.S. Employer
incorporation or organization)						Identification Number)

121 Woodlands Avenue 5			739009
Singapore
(Address of principal executive office)						(Zip Code)

Registrant’s telephone number, including area code: (65) 6018-2562

N/A

(Former name or former address, if changed since last report)

____________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per share			STX			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Seagate Technology Holdings plc (“Seagate”) appointed Thomas (Tom) Szlosek to serve as a director of Seagate. Mr. Szlosek has also been appointed to serve on the audit and finance committee of the Board. Mr. Szlosek was appointed upon the recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market. Mr. Szlosek will serve until Seagate’s next annual general meeting of shareholders (the “AGM”) when he is expected to stand for election by a vote of Seagate’s shareholders.

Mr. Szlosek will participate in the non-employee director compensation arrangements generally applicable to all Seagate non-employee directors. Under the terms of those arrangements as currently in effect, he will receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the average closing share price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM. In addition, Mr. Szlosek will receive $15,000 per annum for service on the audit and finance committee.

In connection with the appointment, Seagate and Mr. Szlosek will enter into an indemnification agreement and deed of indemnity, the forms of which were filed with the SEC on (i) October 25, 2024, as Exhibit 10.1 to Seagate's 10-Q dated October 25, 2024, and (ii) January 24, 2025, as Exhibit 10.1 to Seagate's 10-Q dated January 24, 2025, respectively.

There are no arrangements or understandings pursuant to which Mr. Szlosek was selected as a director. Mr. Szlosek does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of Seagate’s press release announcing the appointment of Thomas Szlosek is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated August 26, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

						SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Date:			August 26, 2025			By:			/s/ James C. Lee
						Name:			James C. Lee
						Title:			Executive Vice President, Chief Legal Officer, and Company Secretary