Michael Cannon
Seagate Technology HoldingsAbout Michael R. Cannon
Independent director at Seagate Technology (STX) since 2011; age 72. Served as Board Chair from July 2020 through the 2025 AGM; transitioned to Lead Independent Director effective at the conclusion of the 2025 AGM, while remaining on the Board subject to annual election and continued independence . Recognized for extensive storage industry and operations leadership (Maxtor CEO, Solectron CEO, Dell Global Operations) and significant public-company board governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Inc. | President, Global Operations | Feb 2007 – Jan 2009 | Global operations leadership |
| Dell Inc. | Consultant | Jan 2009 – Jan 2011 | Transition support |
| Solectron Corp. | President & CEO | Jan 2003 – Feb 2007 | Turnaround/EMS leadership |
| Maxtor Corporation | CEO and Director | Jul 1996 – Jan 2003 | Led HDD/storage systems; Maxtor sold to Seagate in 2006 |
| IBM | Senior management roles | N/A | Technology/operations management |
| The Boeing Company | Engineering/management | N/A | Early career engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lam Research Corporation | Director (current) | Since Feb 2011 | Current public board |
| Dialog Semiconductor plc | Director (prior) | Feb 2013 – Apr 2021 | Prior public board |
| Elster Group SE | Director (prior) | N/A | Prior public board |
| Adobe Systems, Inc. | Director (prior) | N/A | Prior public board |
Board Governance
- Roles: Independent Director; Board Chair through 2025 AGM; Lead Independent Director thereafter . Committees: Compensation & People Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence: Board determined independent under Nasdaq rules; all three standing committees comprise only independent directors .
- Attendance: FY2025—each incumbent director attended at least 75% of Board/committee meetings (Board 4; Audit & Finance 9; Compensation & People 4; Nominating & Corporate Governance 5) . FY2024—each incumbent attended at least 85% (Board 6; AFC 12; C&P 4; N&CG 4) .
- Executive Sessions: Independent directors meet privately at each Board and regularly scheduled committee meeting .
- Election results (2024 AGM): Cannon received 157,706,936 “For,” 7,877,162 “Against,” 758,790 “Abstain,” with 22,518,701 broker non-votes .
- Say‑on‑Pay (2024 AGM): 158,493,613 “For,” 7,015,610 “Against,” 833,665 “Abstain,” 22,518,701 broker non-votes ; Company cites ~96% support in 2024 and 2025 proxies .
Fixed Compensation (Director)
- Program structure (FY2025): Cash retainer—Board Chair (non‑employee) $175,000; Board Member $100,000. Committee retainers: Audit Chair $35,000/Member $15,000; Compensation Chair $30,000/Member $10,000; Nominating Chair $20,000/Member $10,000 .
- FY2025 actual for Cannon: Cash fees $195,000; Equity grant fair value $374,948; Total $569,948 .
- FY2024 actual for Cannon: Cash fees $146,250 (reflects temporary 50% cash retainer cut in H1 FY2024); Equity $339,967; Total $486,217 .
Performance Compensation (Director Equity)
- Annual equity: RSUs—Board Chair $350,000; Board Member $275,000; grant equals dollar value divided by average closing price of prior fiscal quarter; vest on earlier of one year or next AGM (>=50 weeks after prior AGM); double‑trigger not required for director awards—RSUs fully vest upon change of control under plan .
- Ownership guideline: 4x annual board cash retainer; all non‑employee directors met guideline as of June 27, 2025 (and as of June 28, 2024) .
| Grant detail | Grant date | Shares | Grant-date fair value | Vesting |
|---|---|---|---|---|
| Annual RSU (Board Chair cycle) | Oct 19, 2024 | 3,427 | $374,948 | Earlier of 1 year or next AGM |
| Program terms (FY2025) | Policy | N/A | Chair $350k; Member $275k | Vesting as above; CoC accelerates |
Other Directorships & Interlocks
- Current public board: Lam Research (semicap equipment) .
- Prior public boards: Dialog Semiconductor, Elster Group SE, Adobe Systems .
- Compensation & People Committee interlocks: None—no member was an employee; no interlocking relationships disclosed for FY2025 .
Expertise & Qualifications
- Storage industry leadership (Maxtor CEO), global operations (Dell Global Operations, Solectron CEO), R&D and technology oversight; significant governance experience across multiple public boards .
- Skills coverage matrix reflects finance, technology, international, risk management, and strategy competencies .
Equity Ownership
- Beneficial ownership as of Aug 22, 2025: 10,835 shares directly; 6,885 shares via the Michael R. Cannon Trust; plus 3,427 RSUs vesting within 60 days; total reported 21,147 shares (<1%) .
- Options: None—no non‑employee directors held stock options as of June 27, 2025 .
- Hedging/pledging: Company prohibits hedging and pledging by directors and executives .
| Ownership detail (as of 8/22/2025) | Amount |
|---|---|
| Shares owned directly | 10,835 |
| Shares owned indirectly (trust) | 6,885 |
| RSUs vesting within 60 days | 3,427 |
| Stock options | None |
| Pledged shares | None (pledging prohibited) |
Insider Trades (Form 4 highlights)
Note: Proxy discloses one late Form 4 for Mr. Cannon filed June 6, 2025, due to an administrative oversight (governance process note) .
Compensation Committee Analysis (Governance)
- Committee membership (FY2025): Jay L. Geldmacher (Chair), Michael R. Cannon, Yolanda L. Conyers, Dylan G. Haggart .
- Independent consultant: Semler Brossy; committee affirmed consultant independence and absence of conflicts .
- Practices: No single-trigger CIC; no excise tax gross-ups; clawback policies; anti‑hedging/pledging; strong ownership guidelines; annual risk assessment of pay programs .
Related-Party Transactions / Conflicts
- Policy requires N&CG Committee review/approval of any related-party transactions >$120,000; factors include fairness, independence impacts, and shareholder interests .
- No related‑party transactions involving Mr. Cannon are disclosed in the latest proxy .
Governance Assessment
- Strengths: Long-tenured independent director with deep operational/storage expertise; served as Board Chair and now Lead Independent Director—supports independent oversight as CEO assumes Chair role . Strong committee roles; high say‑on‑pay support; anti‑hedging/pledging and ownership requirements; independent comp consultant .
- Watch items: Significant open‑market sale of 24,190 shares in June 2025; ensure ongoing ownership remains above guideline (company reports all non‑employee directors met guideline as of FY2025-end) (sale per Form 4 at $119.00 average—see link above). One late Form 4 due to administrative oversight noted by company .
Overall, Cannon’s profile and committee roles align with robust board oversight; transition to Lead Independent Director preserves independent leadership as the CEO becomes Board Chair .
Appendix: Director Compensation Program Snapshot (FY2025)
| Element | Board Chair (non‑employee) | Board Member | Committee Chair | Committee Member |
|---|---|---|---|---|
| Cash Retainer | $175,000 | $100,000 | Audit $35,000; Comp $30,000; N&CG $20,000 | Audit $15,000; Comp $10,000; N&CG $10,000 |
| Annual Equity (RSUs) | $350,000 | $275,000 | — | — |
| Vesting | Earlier of 1 year or next AGM (≥50 weeks); CoC acceleration | Same | — | — |
Citations: Governance, compensation program, attendance, ownership, and committee data from STX DEF 14A (2025, 2024) . Election and Say‑on‑Pay results from Form 8‑K (Item 5.07) dated Oct 22, 2024 . Insider trades from SEC Form 4 links above.