John Morris
Seagate Technology HoldingsAbout John Morris
John C. Morris is Senior Vice President and Chief Technology Officer (CTO) of Seagate Technology (STX). He was appointed CTO in Fiscal Year 2024; for Fiscal Year 2026 his base salary was approved at $560,000 in connection with his promotion from SVP to EVP, reflecting role scope and market benchmarking . Company performance context during his tenure includes FY2025 revenues of $9,097 million (+39% YoY), GAAP operating margin of 21%, and GAAP net income of $1,469 million, driven by mass-capacity HDD volume growth and the Mozaic HAMR platform ramp . Relevant incentive performance history includes FY2022 PSUs vesting at 44.5% of target for most executives and 46.73% for the leadership team (three‑year average ROIC of 50%, rTSR at the 39th percentile vs. peer group) .
Fixed Compensation
| Metric | FY2024 | FY2025 | FY2026 (Approved) |
|---|---|---|---|
| Base Salary ($) | $324,544 | $375,024 | $560,000 (approved for FY2026, reflecting promotion to EVP) |
| 401(k) Company Match ($) | $7,400 | $5,875 | — |
Notes:
- FY2026 increase was approved to align with CTO responsibilities and EVP promotion, after market review; prior FY2024 promotion to CTO did not trigger a salary change due to company-wide freezes .
- Perquisites for Morris are limited; All Other Compensation for FY2025 consists solely of 401(k) matching contributions of $5,875 .
Performance Compensation
Executive Performance Bonus (EPB) – FY2025
| Item | Details |
|---|---|
| Plan Structure | Bonus paid entirely in RSUs with a 1-year cliff vest; RSUs include a 30% premium vs. cash to reflect vesting delay and price volatility . |
| Metrics & Weighting | Revenue (40%), Adjusted Operating Margin “AOM” (40%), Total Customer Experience “TCE” (20%) . |
| Pool Outcome | 190% payout certified on July 26, 2025 . |
| Morris Target Bonus | $318,770 (85% of $375,024 base) . |
| Morris Actual FY2025 Payout | $787,362 delivered in RSUs . |
| EPB RSUs Granted to Morris | 5,291 RSUs granted August 20, 2025; vest 100% on first anniversary of grant (August 20, 2026) . |
Long‑Term Equity Awards – FY2025 Grant Cycle (9/9/2024 unless noted)
| Award Type | Grant Date | Shares (Target) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs | 9/9/2024 | 10,105 | $1,046,237 | 3‑year performance period; earn-out 37.5%–200% of target | ROIC (75%) and rTSR vs. Executive Peer Group (25%) |
| RSUs (time-based) | 9/9/2024 | 10,105 | $967,958 | 25% at 1-year, remainder quarterly over 3 years | — |
| RSUs (special one-time) | 9/9/2024 | 560 | $55,222 | 100% at 1-year | — |
| PSUs (Executive Strategic Grant, company-wide) | 2/20/2024 | — | — | Two tranches: CY2024 and CY2025; each 50% of target; CY2024 vested at 100% of target on 2/20/2025 | Units sold and product qualification deadlines (Mozaic launch), equally weighted per calendar year |
Option Awards
- Morris did not receive options in FY2025; his outstanding equity is composed of PSUs and RSUs .
Realized Vesting/Exercises – FY2025
| Item | FY2025 |
|---|---|
| Options Exercised (Shares / $) | None |
| Units Vested (Shares / $) | 22,270 units vested; $2,318,983 value realized |
Equity Ownership & Alignment
Beneficial Ownership (as of August 22, 2025)
| Category | Shares |
|---|---|
| Directly Owned | 21,705 |
| RSUs Vesting within 60 Days | 6,411 |
| Options Exercisable within 60 Days | 0 |
| Total Beneficial Ownership | 28,116 (<1% of shares outstanding) |
- Ownership Guidelines: Executives must hold shares equal to a multiple of salary; Morris’ guideline is 2x salary, and he met the guideline as of June 27, 2025 .
- Anti‑hedging/pledging: Seagate prohibits hedging and pledging of company securities by directors and executive officers .
Outstanding Unvested Equity (as of June 27, 2025; market value based on $141.44/share)
| Award | Shares Unvested | Market Value ($) |
|---|---|---|
| PSUs (9/9/2022) | 7,985 | $1,129,398 |
| PSUs (9/11/2023) | 30,130 | $4,261,588 |
| PSUs (9/9/2024) | 15,158 | $2,143,948 |
| PSUs (9/9/2024 – second listing) | 5,052 | $714,554 |
| RSUs (9/9/2021) | 1,885 | $266,614 |
| RSUs (9/9/2022) | 2,496 | $353,034 |
| RSUs (9/11/2023) | 8,476 | $1,198,845 |
| EPB RSUs (7/20/2024) | 5,291 | $748,359 |
| RSUs (9/9/2024) | 10,105 | $1,429,251 |
| RSUs (9/9/2024 – special 1-year) | 560 | $79,206 |
Employment Terms
Severance & Change-in-Control (CIC) Plan Mechanics
| Provision | Detail |
|---|---|
| Severance (non‑CIC) | SVPs receive 16 months of base salary; pro‑rated bonus for year of termination; outplacement up to 18 months; no equity acceleration . |
| CIC Window | Begins 6 months before and ends 24 months after a CIC . |
| Severance Multiple (CIC) | Lump sum multiple applied to base salary + target bonus: CEO 3.0x; US EVPs 2.0x; EVPs in Singapore 2.0x base + 1.5x bonus; SVPs 1.5x . |
| Equity in CIC | Full vesting of all unvested equity upon qualifying termination in CIC period; PSU performance based on actual performance through closing date . |
| Pay Recovery (Clawback) | Two policies: misconduct‑based recovery over a defined covered period; and SEC/Nasdaq compliant clawback for incentive comp over 3 years preceding any required restatement, regardless of fault . |
| Tax Gross‑Ups | No excise tax gross‑ups; benefits may be reduced to avoid 280G excise tax if it results in higher after‑tax value to the executive . |
| Single vs Double Trigger | No single‑trigger CIC benefits; benefits contingent on qualifying termination during CIC period . |
| Trading/10b5‑1 | Pre‑clearance required; one plan at a time; statutory cooling‑off period; anti‑hedging and anti‑pledging policies in force . |
Potential Payments (Estimated as of June 27, 2025)
| Scenario | Severance ($) | Outplacement ($) | Health Care ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (non‑CIC) | $500,032 | $4,105 | — | — | — | $504,137 |
| Qualifying Termination (within CIC period) | $562,536 | $4,105 | $66,914 | $3,326,952 | $5,315,598 | $9,276,105 |
| Death or Disability (equity only, PSUs pro‑rated by service) | — | — | — | $1,785,821 | $1,755,553 | $3,541,374 |
Compensation Structure Observations
- Pay‑for‑Performance Alignment: At least 50% of long‑term incentives are performance‑based for NEOs in the annual cycle; PSUs now use ROIC (75%) and rTSR (25%) as discrete metrics over 3 years .
- Annual Incentive Conservatism: EPB awards are equity‑settled RSUs with an added 30% premium to compensate for vesting delay; FY2025 pool funded at 190% on Revenue/AOM/TCE results .
- Governance Safeguards: No single‑trigger CIC, no excise tax gross‑ups, robust clawbacks, anti‑hedging/pledging policies, and meaningful ownership requirements (Morris in compliance at 2x salary) .
- Committee & Peer Benchmarking: Compensation & People Committee is independent, advised by Semler Brossy; FY2025 Executive Peer Group includes ADI, AMAT, GLW, KLAC, LRCX, MU, NTAP, WDC, etc., and was adjusted for FY2026 (added ON Semiconductor, Pure Storage) .
- Shareholder Support: Say‑on‑Pay approvals were ~96% in 2024 (and 96% in 2023; 88% in 2022), indicating strong investor endorsement of program design .
Investment Implications
- Execution incentive alignment: Morris’ FY2025 EPB payout ($787k in RSUs, 5,291 units) and PSU framework directly tie rewards to revenue/AOM/TCE and multi‑year ROIC/rTSR, reinforcing technology commercialization milestones (Mozaic/HAMR) and capital discipline .
- Near‑term selling pressure: One‑year EPB RSUs and special one‑year RSUs vesting in FY2026 may add supply; however, anti‑hedging/pledging policies and ownership requirements mitigate misalignment risk; Morris had no option exercises in FY2025 and realized $2.32M from vesting only .
- Retention risk buffered by CIC terms: Double‑trigger CIC benefits with full equity acceleration and a 1.5x salary+bonus multiple for SVPs provide retention in strategic periods; estimated CIC total for Morris was ~$9.28M vs. ~$0.50M outside CIC, indicating materially higher protection tied to event risk .
- Governance quality supports confidence: No gross‑ups, strong clawbacks, independent committee/consultant, and high say‑on‑pay support reduce headline risk around compensation practices .