Dylan Haggart
About Dylan Haggart
Independent director since 2018 (age 38), currently Managing Partner & Chief Investment Officer at Fivespan Partners (since September 2023). Former Partner at ValueAct Capital (2013–2023), with prior roles in private equity at TPG Capital and investment banking at Goldman Sachs. Haggart brings capital allocation, governance, and strategic planning expertise to Seagate’s board; he is currently a member of the Compensation and People Committee and has no other current public company directorships disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ValueAct Capital | Partner | 2013–2023 | Governance-oriented investor; experience with capital structure, M&A, executive compensation |
| TPG Capital | Private Equity Investor | Not disclosed | North American buyouts; strategic planning and finance exposure |
| Goldman Sachs | Investment Banker | Not disclosed | Transaction execution and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fivespan Partners | Managing Partner & Chief Investment Officer | Since Sep 2023 | Investment leadership; strategy and capital allocation |
| Fiserv, Inc. (past) | Director | Not disclosed | Nominating & Corporate Governance; Talent & Compensation Committees |
| Current public boards | None | — | — |
Board Governance
- Committee assignments: Member, Compensation and People Committee; not Chair (committee chaired by Jay Geldmacher). The committee oversees executive pay design, metrics, clawbacks, and human capital programs .
- Independence: Board determined Haggart is independent under Nasdaq rules; all Board committees are composed exclusively of independent directors .
- Attendance: In FY2025, each incumbent director attended at least 75% of Board and committee meetings (Board: 4; Compensation Committee: 4). In FY2024, each incumbent director attended at least 85% (Board: 6; Compensation Committee: 4) .
- Executive sessions: Independent directors meet privately in executive sessions at each Board and committee meeting .
- Related-party transactions policy: Nominating & Corporate Governance Committee reviews any director-related transactions >$120,000; focus on fairness and independence. No Compensation Committee interlocks or insider participation requiring Item 404(a) disclosure in FY2025 or FY2024 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board cash retainer | $100,000 | Standard non-employee director retainer |
| Compensation & People Committee member fee | $10,000 | Committee membership retainer |
| Total cash fees paid | $110,000 | As reported for Haggart |
| Equity grant (RSUs) – grant date | Oct 19, 2024 | Annual director grant date |
| Equity grant (RSUs) – number of shares | 2,693 | Based on $275,000 / avg closing price prior quarter; rounded |
| Equity grant (RSUs) – grant date fair value | $294,641 | ASC 718 fair value for Haggart |
| RSU vesting | 1-year or next AGM (≥50 weeks) | Standard director RSU vest schedule; accelerates on change-of-control |
Director stock ownership guideline: 4x annual board cash retainer; as of June 27, 2025 all non-employee directors meet the guideline .
Performance Compensation
| Item | Status | Metrics |
|---|---|---|
| Performance-based pay elements in director compensation | None disclosed | Director equity grants are time-based RSUs; no performance metrics apply to director pay |
Other Directorships & Interlocks
- Current public company directorships: None .
- Past public company board: Fiserv, Inc.; served on Nominating & Corporate Governance and Talent & Compensation Committees .
- Committee interlocks/insider participation: None requiring disclosure for Seagate’s Compensation and People Committee in FY2025/FY2024 .
Expertise & Qualifications
- Capital allocation, corporate governance, executive compensation, M&A, and talent management experience from ValueAct, TPG, and prior board roles .
- Skills matrices indicate Haggart contributes in Public Company Board, Financial, M&A, Human Capital, Technology, and International competencies, aligning with Seagate’s strategic needs .
Equity Ownership
| As of Date | Shares Owned Directly | RSUs Vesting within 60 Days | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Aug 22, 2025 | 12,469 | 2,693 | 15,162 | <1% (based on 212,967,321 shares) |
| Jun 27, 2025 (interests table) | 12,469 | 2,693 (outstanding RSUs) | — | — |
| Jun 28, 2024 (interests table) | 8,198 | 4,271 (outstanding RSUs) | — | — |
- Anti-hedging/pledging: Company prohibits short positions, hedging, and pledging by directors; trades require pre-clearance or Rule 10b5-1 plans .
- Ownership guideline compliance: All non-employee directors met guideline as of June 27, 2025 .
Governance Assessment
- Compensation oversight and alignment: Haggart’s role on the Compensation and People Committee positions him to influence pay-for-performance, clawbacks, and equity design; committee’s reported practices include performance-based PSU mix for executives, robust clawbacks, and no option repricing without shareholder approval, which are positive governance signals .
- Independence and engagement: Confirmed independent; regular executive sessions; attendance thresholds met in FY2025 and higher in FY2024, supporting effective oversight .
- Ownership alignment: Personal share ownership plus annual RSUs and strict anti-hedging/pledging policy support alignment; guideline compliance further strengthens investor confidence .
- Conflicts/related party exposure: No Item 404 related-party transactions or Compensation Committee interlocks requiring disclosure; policy framework addresses potential conflicts proactively .
- External interlocks risk: No current public company directorships; prior Fiserv board service is outside Seagate’s direct competitive set, reducing interlock risk .