Mark Adams - Director | Seagate Technology Holdings (STX) Executive Profile & Compensation

About Mark W. Adams

Mark W. Adams (age 61) is an independent, non-employee director of Seagate Technology Holdings plc, appointed October 19, 2024, and currently serves on the Nominating & Corporate Governance Committee . He is President & CEO of Penguin Solutions Inc. (since Aug 31, 2020) and previously served on Seagate’s board from January 2017 to October 2022, bringing over 25 years of technology-sector operating experience (semiconductors, memory, LEDs) including senior roles at Micron, Lumileds, Lexar, and Creative Labs . The Board has determined he is independent under Nasdaq rules; each incumbent director (including Adams) attended at least 75% of applicable meetings in FY2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Seagate Technology (prior service)	Director	Jan 2017 – Oct 2022	Prior STX board experience
Lumileds, Inc.	Chief Executive Officer	Feb 2017 – Mar 2019	Operational turnaround and transformation leadership (as described by STX)
Micron Technology, Inc.	President	Feb 2012 – Feb 2016	Senior operating leadership in memory solutions
Micron Technology, Inc.	Various leadership roles	2006 – Feb 2012	Global operations and commercial roles
Lexar Media, Inc.	Chief Operating Officer	2006	Storage/media operations
Creative Labs, Inc.	VP, Sales & Marketing	2002 – 2006	GTM and commercial leadership

External Roles

Organization	Role	Tenure	Committees/Notes
Penguin Solutions Inc.	President & CEO	Aug 31, 2020 – present	Also listed as a current public company directorship
Cadence Design Systems, Inc.	Director	Not disclosed	Current public company directorship

Board Governance

Independence and service: Independent director; Director since 2024; serves on Nominating & Corporate Governance Committee (not a committee chair) .
Attendance and engagement: Board met 4x in FY2025; Nominating & Corporate Governance met 5x; each incumbent director attended ≥75% of applicable meetings; independent directors held executive sessions at each Board and committee meeting .
Board structure: STX maintains 91% independent board; all committees comprised solely of independent directors .

Governance Item	Detail
Committee memberships	Nominating & Corporate Governance (member)
Committee chair roles	None indicated for Adams
Independence	Independent (Nasdaq), Board-level determination
FY2025 meeting counts	Board 4; Audit & Finance 9; Compensation & People 4; Nominating & Corporate Governance 5
Attendance threshold	Each incumbent director attended ≥75% of Board/committee meetings served
Executive sessions	Held at each Board and committee meeting without management

Fixed Compensation

Item	FY2025 STX Director Program	Mark W. Adams FY2025 Actual
Annual cash retainer (Board member)	$100,000	$76,154 (pro-rated following Oct 19, 2024 appointment)
Committee retainers – Audit (Chair/Member)	$35,000 / $15,000	Not disclosed as paid for FY2025; committee service shown but no incremental fees listed for Adams
Committee retainers – Compensation (Chair/Member)	$30,000 / $10,000	—
Committee retainers – Nominating (Chair/Member)	$20,000 / $10,000	—
Board Chair (non-employee) cash retainer	$175,000	N/A

Notes: Director compensation program is reviewed by the Compensation & People Committee with advice from Semler Brossy; employees receive no additional compensation for board service .

Performance Compensation

Equity Element	Policy/Structure	Mark W. Adams FY2025
Annual RSU grant (Board member)	Target value $275,000; number of shares = value ÷ average closing price in prior fiscal quarter; rounded to whole shares	Grant-date fair value $294,641; RSUs outstanding 2,693 as of June 27, 2025
Vesting	Earlier of 1-year from grant or next AGM (if ≥50 weeks after prior AGM); full vest on Change of Control under 2022 EIP	RSU grant date Oct 19, 2024; subject to standard director vest terms
Options	STX indicates no stock options held by non-employee directors as of June 27, 2025	None
Performance metrics	Non-employee director equity is time-based RSUs; no performance metrics disclosed for directors	Time-based RSUs (no PSU metrics)

Director Compensation (FY2025 – Actuals)

Component	Amount (USD)
Fees Earned or Paid in Cash	$76,154
Share Award (grant-date fair value under ASC 718)	$294,641
All Other Compensation	—
Total	$370,795

Other Directorships & Interlocks

Company	Type	Role	Potential Interlock/Notes
Penguin Solutions Inc.	Public company	Director; also President & CEO	Disclosed as current public company directorship; no related-party transactions with STX described in retrieved sections
Cadence Design Systems, Inc.	Public company	Director	Disclosed as current public company directorship

Related-party transactions: STX discloses a formal review/approval policy for related-person transactions; retrieved sections do not describe any specific related-party transactions involving Mr. Adams .

Expertise & Qualifications

Financial, international, business development, technological, and operational expertise; strategic transformation leadership; global business acumen; 25+ years in tech across semiconductors, memory solutions, and LED lighting .
Prior high-level operating roles (Micron President; Lumileds CEO; Lexar COO) relevant to STX’s storage/memory ecosystem .
Current CEO role at Penguin Solutions informs systems/memory/storage customer dynamics .

Equity Ownership

Category	Shares/Units
Shares owned (direct/indirect)	— (as of Aug 22, 2025)
Options exercisable within 60 days	—
RSUs vesting within 60 days	2,693
Aggregate RSUs outstanding (as of June 27, 2025)	2,693
Total beneficial ownership (SEC definition)	2,693; less than 1% of outstanding

Ownership alignment and trading restrictions:

Director ownership guideline: 4x annual board cash retainer; as of June 27, 2025, all non-employee directors meet the guideline (unvested RSUs count toward compliance; entity-held shares count if the director must assign awards to the entity) .
Anti-hedging and anti-pledging: STX prohibits hedging, short positions, and pledging of company stock by directors; pre-clearance or Rule 10b5-1 plan required for trading .

Insider Transactions and Section 16 Compliance

Item	FY2025 Status
Form 3/4/5 compliance	Company states Section 16(a) filings were compliant for FY2025; the only noted late filing was for another director (Michael Cannon) due to administrative oversight
Adams Form 4 activity disclosed in proxy	None in retrieved sections

Governance Assessment

Strengths: Independent director with deep semiconductor/memory operating experience; prior STX board tenure enhances institutional knowledge; active on Nominating & Corporate Governance; aligns via equity (RSUs) and meets ownership guideline; subject to robust anti-hedging/pledging policy .
Engagement: Each incumbent director met the ≥75% attendance threshold; independent directors hold executive sessions at every Board and committee meeting .
Compensation structure: Mix skews toward equity via time-based RSUs; no stock options; standard vesting with change-of-control acceleration per 2022 EIP .
Potential watch items: External CEO role and additional public board (Cadence) imply meaningful time commitments—monitor sustained attendance and committee workload; STX’s related-party policy provides oversight and the Board’s annual independence review covers potential conflicts; retrieved sections do not describe transactions involving Adams .

Block citations:

Director biography, age, service, external roles, committee: ; Independence grid and director since: ; Appointment and RSU grant context: ; Board independence and executive sessions: ; Board and committee meetings and attendance: ; Director compensation program and vesting terms: ; FY2025 director pay and RSU totals: ; Beneficial ownership (individual and group, <1%): ; Directors’ interests in shares tables (June 27, 2025): ; Ownership guidelines and compliance: ; Anti-hedging/pledging and Section 16 statement: ; Related-party policy: .