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

(i) On January 24, 2022 (the "Effective Date"), the Board of Directors (the "Board") of Seagate Technology Holdings plc ("Seagate") appointed Yolanda Lee Conyers to serve as a director of Seagate. Ms. Conyers has also been appointed to serve on the compensation committee of the Board. Ms. Conyers 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. Ms. Conyers will serve until Seagate's next annual general meeting of shareholders (the "AGM") when she is expected to stand for election by a vote of Seagate's shareholders.

Ms. Conyers 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, she 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, Ms. Conyers will receive $10,000 per annum for service on the compensation committee.

In connection with the appointment, Seagate and Ms. Conyers will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagate's Current Report on Form 8-K dated July 27, 2010.

There are no arrangements or understandings pursuant to which Ms. Conyers was selected as a director. Ms. Conyers 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 Yolanda Lee Conyers is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.       Description

99.1                Press release, dated January 25, 2022, of Seagate Technology
                  Holdings plc entitled "Seagate Appoints Yolanda Lee Conyers to
                  the Board of Directors"

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses