Gianluca Romano

About Gianluca Romano

Executive Vice President and Chief Financial Officer of Seagate since January 2019; age 56 as of August 1, 2025 . Previously led finance at Micron (Corporate VP, Business Finance & Accounting), Numonyx (VP Finance, Corporate Controller), and STMicroelectronics (various senior finance roles) . Under his finance leadership, Seagate’s FY2025 revenue grew 39% to $9.1B with gross margin expanding to 35% and operating margin to 21%; operating income tripled to $1.89B; cash from operations reached $1.1B and free cash flow $818M . PSU frameworks tie long-term pay to three-year ROIC and rTSR; FY2022 PSUs vested at ~44.5% of target (46.73% for leadership) reflecting ROIC and peer-relative TSR performance .

Past Roles

External Roles

No public company board roles disclosed in filings reviewed. CFO certifications of 10-K/10-Q and SOX attestations are regularly filed .

Fixed Compensation

Multi-year compensation (USD):

Additional fixed-pay details:

• FY2025 base salary after annual review: $715,000; no YoY change from FY2024 base .
• FY2025 perquisites: executive physical $1,570; 401(k) match $6,000 .

Performance Compensation

Annual bonus (EPB) design and outcome (FY2025):

• Target bonus: 100% of base salary ($715,000) .
• Company metrics: Revenue (40%), Adjusted Operating Margin “AOM” (40%), Total Customer Experience “TCE” (20%) .
• FY2025 pool payout: 190% (company-level) .
• Awarded as RSUs with 30% premium; Romano FY2025 payout $1,766,050 and 11,868 RSUs granted August 20, 2025 (vest 1-year) .

Long-term equity performance (PSUs):

• FY2025 PSU metrics: ROIC (75% weight), rTSR vs Executive Peer Group (25%), payout range 37.5–200%, three-year vest .
• FY2022 PSU results (three-year period ended FY2025): three-year avg ROIC 50% → base payout 50%; rTSR 39th percentile → 0.89x modifier; vesting at 44.5% of target (46.73% for leadership) .

Vesting schedules:

• Options: 4-year vest; 25% at year 1 then monthly; 7-year term .
• RSUs: standard 4-year; 25% at year 1 then quarterly; special one-year RSUs in FY2025 recognizing downturn leadership .
• EPB RSUs: 1-year cliff vest (Aug 20, 2026) .

Equity Ownership & Alignment

Beneficial ownership (as of Aug 22, 2025):

• Shares owned directly: 39,507
• Options exercisable within 60 days: 465,408
• RSUs vesting within 60 days: 14,767
• Total beneficially owned: 519,682 (less than 1% outstanding)

Outstanding equity awards (June 27, 2025):

• Options unexercisable (by grant): 2,012 @ $87.34 (exp 2028); 12,775 @ $68.83 (exp 2029); 40,680 @ $64.31 (exp 2030); 64,680 @ $101.34 (exp 2031) .
• PSUs outstanding: e.g., 25,550 (FY2022 PSU program); 90,380 (FY2023 PSUs); 11,807 special Mozaic PSUs; 20,206 FY2024 PSUs; 60,624 FY2024 PSUs (second line) .
• RSUs outstanding: e.g., 3,017; 14,043; 4,792; 15,255; EPB RSUs 11,868; special one-year RSUs 3,035; annual RSUs 24,250 .

Ownership policy and alignment:

• EVP share ownership guideline: 3x salary; Romano “Guideline Met” as of FY2025 .
• Anti-hedging and pledging: directors/executives prohibited from hedging, short sales, margin accounts, or pledging company stock .

Recent insider trading and potential selling pressure (Form 4):

• 11/12/2025: Exercised options (aggregate 52,529) at strikes $64.31, $68.83, $87.34, $101.34; sold 54,021 shares via Rule 10b5-1 plan adopted Aug 1, 2025; multiple sale prices in ~$279–$296 ranges; holdings reported ~56,293 after transactions .
• 03/11–12/2025: RSU vesting/conversion 1,694 shares under 4-year RSU grant; updated holdings disclosed .

Employment Terms

Severance and change-in-control:

• Plan structure: Ninth Amended and Restated Executive Severance and Change in Control Plan; double-trigger for CIC; no single-trigger benefits; excise tax cutback (no gross-up) .
• EVP severance multiples (policy): Outside CIC—20 months base salary (U.S.); During CIC—24 months base salary (U.S.) .
• Potential benefits as of FY2025 (illustrative valuation): Outside CIC—$1,195,772 total; During CIC—$34,768,981 total (incl. accelerated equity); Death/Disability—$14,507,512 total .

Other provisions:

• Clawbacks: two policies—misconduct-based recovery (4-year lookback) and Dodd-Frank compliant 10D recovery (3-year, no-fault), covering incentive comp .
• Share ownership requirements: met (3x salary) .
• Deferred compensation: SDCP available to eligible executives for pre-tax deferrals; no company contributions; distributions per plan; CIC lump-sum termination provision .

Compensation Peer Group (Benchmarking)

FY2025 peer group includes ADI, AMAT, Corning, Flex, Juniper, Keysight, KLA, Lam, Microchip, Micron, Motorola Solutions, NetApp, NXP, Skyworks, Western Digital, Zebra . FY2026 updates: remove AMAT, Juniper; add ON Semiconductor and Pure Storage (criteria aligned to sales/market value range) .

Say-on-Pay & Shareholder Feedback

Performance & Track Record

• Product/technology: First to market with HAMR (Mozaic) platform; ramped two high-capacity platforms .
• FY2025 financials: Exabytes shipped 595 (49% YoY increase); revenue $9.097B; GM 35%; OM 21%; operating income $1.890B; net income $1.469B; CFO highlighted results in earnings materials .
• Capital returns/position: $600M dividends; reduced total debt by $684M; cash and equivalents $891M .

Governance and Committee Context

Compensation and People Committee members: Jay L. Geldmacher (Chair), Michael R. Cannon, Yolanda L. Conyers, Dylan G. Haggart; independent consultant: Semler Brossy; strong governance practices (caps on incentives, pay-at-risk, ownership guidelines, clawbacks) .

Investment Implications

• Strong pay-for-performance alignment: High at-risk mix (PSUs 50% of LTIs), multi-metric PSU design (ROIC+rTSR), EPB paid in RSUs with vesting and premium to preserve cash and align with shareholders .
• Retention protections balanced by governance: Double-trigger CIC, no gross-ups, strict hedging/pledging bans, and robust clawbacks reduce misalignment risk .
• Insider activity: November 2025 option exercises and 10b5-1 sales (54,021 shares) suggest scheduled diversification; monitor cadence for incremental selling pressure around vesting windows .
• Execution and value creation: FY2025 margin expansion and HAMR commercialization support incentive outcomes; continued PSU measurement on ROIC and rTSR will gauge durability of performance amid cloud demand cycles .