James Lee
Senior Vice President, Chief Legal Officer, and Corporate Secretary at 
Seagate Technology Holdings
Seagate Technology HoldingsExecutive
About James Lee
James C. Lee, 55, serves as Executive Vice President, Chief Legal Officer, and Company Secretary at Seagate (STX); he has led Seagate’s legal operations, government relations, public policy, and enterprise emerging technology strategy since joining in June 2024, and was appointed Company Secretary on July 21, 2024 with title elevated to EVP by August 26, 2025 . He holds a J.D. from Harvard Law School and a B.A. in economics from Yale University . FY2025 company performance included 39% revenue growth to $9.097B, GAAP operating margin expansion to 21%, and a 190% payout under the Executive Performance Bonus (EPB) program measured on revenue (40%), adjusted operating margin (40%), and Total Customer Experience (20%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maxar Technologies | Senior Vice President, General Counsel & Corporate Secretary | Apr 2019–Jun 2024 | Strengthened legal/compliance, established strong litigation track record, supported multiple complex transactions |
| Aramark Corporation | Legal leadership roles of increasing responsibility | 15 years | Led legal functions across business lines; progressed through leadership roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in STX filings | — | — | No current public company directorships disclosed in materials reviewed |
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | 525,013 |
| Target Bonus % | 85% |
| Target Bonus ($) | 446,261 |
| Actual EPB Payout ($, delivered in RSUs) | 1,102,265 |
Notes:
- EPB bonuses are paid fully in RSUs with a 30% premium to the earned amount to reflect one-year vesting and share price volatility; awards are granted in Q1 of the following fiscal year and vest one year from grant .
Performance Compensation
Annual Incentive (EPB) Structure and Outcomes
| Component | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Revenue | 40% | Not disclosed here | Contributed to 190% bonus pool payout | EPB RSUs granted Aug 20, 2025, vest Aug 20, 2026 |
| Adjusted Operating Margin (AOM) | 40% | Not disclosed here | Contributed to 190% bonus pool payout | EPB RSUs granted Aug 20, 2025, vest Aug 20, 2026 |
| Total Customer Experience (TCE) | 20% | Not disclosed here | Contributed to 190% bonus pool payout | EPB RSUs granted Aug 20, 2025, vest Aug 20, 2026 |
| James Lee—Target Bonus ($) | — | 446,261 | 1,102,265 payout; 7,408 RSUs at $148.83 avg Jul‑2025 price, rounded | EPB RSUs vest one year post-grant |
Long-Term Equity Awards (FY2025 grants and outstanding at FY2025 year-end)
| Grant Type | Grant Date | Shares/Units (#) | Vesting Terms | Market Value ($) at $141.44 close on Jun 27, 2025 |
|---|---|---|---|---|
| RSU (annual, 4-year) | Jul 22, 2024 | 19,800 | 25% on first anniversary, then equal quarterly installments; contingent on service | 2,800,512 |
| RSU (special, 1-year cliff) | Jul 22, 2024 | 1,980 | 100% vests one year after grant | 280,051 |
| EPB RSU (bonus, 1-year cliff) | Aug 20, 2025 | 7,408 | 100% vests one year after grant | 1,047,788 |
Program design highlights:
- FY2025 equity mix for Mr. Lee was 100% time-based RSUs as a sign-on arrangement; from FY2026 he transitions to the standard EVP mix (EVP mix is PSU/Options/RSUs, CEO mix specified as 50% PSUs, 30% options, 20% RSUs for FY2026) .
- PSUs generally vest after a three-year performance period based on ROIC and relative TSR (rTSR added as a standalone metric in FY2025) .
Equity Ownership & Alignment
- Stock Ownership Guidelines: SVP 2x base salary; EVP 3x; CEO 6x. As of June 27, 2025, Mr. Lee met his SVP 2x guideline; executives have five years from becoming subject to requirements to comply, measured annually .
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors and executive officers .
- ESPP Participation: 257 shares purchased under ESPP, $29,920 total value from inception through Aug 22, 2025 (indicative of employee-alignment participation) .
- Outstanding, unvested equity creates scheduled supply:
- EPB RSUs granted Aug 20, 2025 vest Aug 20, 2026 (7,408 units) .
- Four-year RSUs from Jul 22, 2024 vest quarterly after the first anniversary (19,800 units total unvested at FY2025 year-end) .
Employment Terms
| Provision | Terms |
|---|---|
| Start date and appointments | Joined June 2024; appointed Company Secretary Jul 21, 2024; EVP, CLO, and Company Secretary noted by Sept 9, 2025 and Aug 26, 2025 filings |
| Severance (outside CIC) | $700,017 |
| Severance (within CIC, double trigger) | $787,519; plus RSU acceleration $3,080,563; health care benefit $63,011; total $3,935,198 |
| Death/Disability treatment | RSU acceleration $1,505,063 total |
| Change-in-control features | No single-trigger CIC benefits; no excise tax gross-ups |
| Clawback | Incentive compensation subject to clawback; committee oversees adoption/amendment |
| EPB termination treatment | If termination not for cause before EPB RSU vesting, premium forfeited; base bonus amount paid in cash; EPB RSUs vest one year after grant |
Investment Implications
- Pay-for-performance alignment: Bonus tied to revenue/AOM/TCE delivered a 190% payout, paid in equity with a one-year vest, reinforcing retention and shareholder alignment; Mr. Lee’s FY2025 mix was 100% RSUs (sign-on), transitioning to EVP standard mix thereafter .
- Near-term vesting calendar: EPB RSUs granted Aug 20, 2025 vest Aug 20, 2026; four-year RSUs from Jul 22, 2024 vest quarterly after the first anniversary, representing potential orderly selling pressure windows typical of vest events .
- Governance quality: Prohibitions on hedging/pledging, clawback enforcement, and no single-trigger CIC or tax gross-ups reduce misalignment and risk; Say-on-Pay garnered ~96% approval at the 2024 AGM, indicating shareholder support .
- Ownership alignment: Mr. Lee met the 2x salary ownership guideline as of FY2025; EVP role generally carries higher 3x requirements, with a five-year compliance window, supporting long-term alignment .