Jay Geldmacher

About Jay L. Geldmacher

Independent director since 2012 (age 69), Jay L. Geldmacher is President and CEO of Resideo Technologies, Inc. (since May 2020), bringing international, technological, and operational expertise and prior public company CEO experience to Seagate’s Board . He serves as Chair of the Compensation and People Committee and is a member of the Nominating & Corporate Governance Committee, and is affirmatively determined independent under Nasdaq rules . His governance credentials include leadership across multiple technology and industrial firms (Emerson, Artesyn, Electro Rent), enhancing board oversight of strategy, talent, and operations .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation & People Committee; Member, Nominating & Corporate Governance Committee .
• Independence: Board determined all directors except the CEO are independent; all committee members (Audit & Finance, Compensation & People, Nominating & Corporate Governance) meet Nasdaq/SEC independence standards; STX’s Board was 91% independent at FY2025 year-end .
• Attendance and engagement: FY2025 meetings—Board (4), Audit & Finance (9), Compensation & People (4), Nominating & Corporate Governance (5); each incumbent director attended at least 75% of Board and applicable committee meetings; independent directors held executive sessions at each regularly scheduled meeting; nine of eleven directors attended the 2024 AGM .
• Committee governance practices: The Compensation & People Committee issued its annual report; composition included Geldmacher (Chair), Cannon, Conyers, Haggart; Semler Brossy served as independent compensation consultant with no conflicts .

Fixed Compensation

• Program structure: FY2025 non-employee director program comprised cash retainers and annual RSUs ($275,000 value for directors; $350,000 for Board Chair), with committee chair/member fees per charter; grants sized by average closing price in prior fiscal quarter; travel expense reimbursement .
• Vesting and change-of-control: Director RSUs vest on the earlier of one year from grant or next AGM (≥50 weeks after prior AGM); all director RSUs fully vest upon a change of control under the 2022 EIP .

Performance Compensation

• Note: Performance metrics (ROIC, relative TSR) apply to NEO PSUs, not to non-employee director RSUs; Geldmacher’s director equity is time-based without performance conditions .

Other Directorships & Interlocks

• Related party policy: Any related-person transactions >$120,000 are reviewed by Nominating & Corporate Governance Committee for fairness, independence impact, and conflict risks; Chair may approve < $1 million with summary to full committee; no specific transactions involving Geldmacher are disclosed .

Expertise & Qualifications

• Strong public company CEO background; strategic, operational, and international experience applicable to storage and broader tech ecosystems .
• Technology, manufacturing, and power systems domain experience through Emerson/Artesyn/Astec; boardroom experience across multiple public companies .
• Board skills matrix indicates the Board collectively covers senior leadership, financial, risk management, technology, and international competencies; Geldmacher’s biography highlights relevant senior leadership and technology/operations strengths .

Equity Ownership

• Notes: Director ownership guidelines apply; shares owned via affiliated entities may count toward guideline compliance for directors; company reports director interests annually .

Insider Trades (STX)

• Note: Form 4 filings show multiple periodic sales; ownership reported at fiscal year-end aligns with directors’ interest table .

Governance Assessment

• Board effectiveness: Geldmacher chairs Compensation & People Committee, signaling leadership in pay design, risk oversight, and talent strategy; committee independence and consultant independence (Semler Brossy) mitigate conflict risk .
• Independence and conflicts: Independence affirmed; robust related-party review policy; no related-party transactions disclosed involving Geldmacher or Resideo—reducing conflict concerns despite external CEO role .
• Attendance/engagement: Board/committee cadence and “≥75%” attendance requirement met across incumbents; regular executive sessions indicate healthy independent oversight .
• Director compensation alignment: Mix of cash retainer plus time-based RSUs with standardized vesting and COC acceleration; equity component meaningfully aligns incentives but lacks performance conditions typical for directors; cash fees consistent with chair/member roles .
• Shareholder signals: Strong say‑on‑pay support (~96% in 2023–2024) suggests investor confidence in compensation governance framework overseen by his committee .
• Risk indicators and red flags: Multiple insider sales in 2024–2025 are notable for monitoring, though routine for long‑tenured directors; no pledging or hedging disclosures; no low attendance or related‑party issues disclosed .

Overall, Geldmacher’s committee leadership, affirmed independence, and absence of related-party transactions support governance quality; monitor ongoing insider activity and time commitments given his external CEO role for any emerging alignment or availability concerns .