Prat Bhatt
Seagate Technology HoldingsAbout Prat S. Bhatt
Prat S. Bhatt is an independent director of Seagate Technology Holdings plc (STX), serving since 2020. Age 58, Bhatt is a retired CPA and former Chief Accounting Officer and Corporate Controller of Cisco, with deep expertise in accounting standards, financial reporting, governance, enterprise risk management, and investor relations; he chairs Seagate’s Audit & Finance Committee and is designated an SEC “audit committee financial expert.” He also serves on RingCentral’s board (since March 2024), the Center for Audit Quality Governing Board (since August 2023), and is a Trustee of the Financial Accounting Foundation (since January 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Chief Accounting Officer | Jul 2009 – Jul 2023 | Led external reporting, controls; governance and accounting thought leadership |
| Cisco Systems, Inc. | Corporate Controller | Jul 2009 – May 2022 | Oversight of global accounting and controls |
| Cisco Systems, Inc. | VP Finance & Assistant Corporate Controller | Jun 2007 – Jul 2009 | Financial operations leadership |
| Cisco Systems, Inc. | Various leadership roles | Nov 2000 – Jun 2007 | Strategy, operations, ERM exposure |
| Cisco Systems, Inc. | Executive Advisor | Aug 2023 – Jan 2024 | Transition advisor post-CAO tenure |
| Kaiser Permanente | Director of Financial Operations | Jun 1999 – Nov 2000 | Healthcare finance operations |
| Ernst & Young LLP | Senior Manager | Oct 1990 – Jun 1999 | Audit/assurance; CPA foundation |
| Advisory Committees | FASB, PCAOB advisory committees | Prior service | Standards-setting, audit oversight influence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RingCentral, Inc. | Director | Since Mar 2024 | Current public company board |
| Center for Audit Quality | Governing Board member | Since Aug 2023 | Audit quality oversight |
| Financial Accounting Foundation | Trustee | Since Jan 2025 | Oversight of FASB/GASB |
| Stanford GSB & other forums | Speaker | Ongoing | Financial reporting topics |
Board Governance
- Independence: The Board determined Bhatt is independent under Nasdaq rules; Seagate’s committees are composed exclusively of independent directors, with Bhatt designated an SEC “audit committee financial expert” .
- Committee assignments: Audit & Finance Committee Chair; membership shown in director table . The Audit & Finance Committee report is signed “Prat S. Bhatt, Chair,” confirming current chair role .
- Executive sessions: Independent directors meet privately in executive sessions at each Board and committee meeting .
- Attendance and engagement: FY2025 meetings held—Board (4), Audit & Finance (9), Compensation & People (4), Nominating & Corporate Governance (5). Each incumbent director attended at least 75% of Board and committee meetings; 9 of 11 directors attended the 2024 AGM .
| Governance Item | Detail | Evidence |
|---|---|---|
| Independence status | Independent | |
| Audit committee financial expert | Yes (SEC definition) | |
| Committee role | Audit & Finance Chair | |
| FY2025 meetings held | Board 4; Audit 9; Comp 4; Nominating 5 | |
| Attendance threshold met | ≥75% for all incumbents | |
| Executive sessions | Held at every Board and committee meeting |
Fixed Compensation
Seagate’s FY2025 non‑employee director compensation program combines cash retainers and annual RSU grants; employees receive no additional director pay .
| Compensation Element | Position | Amount (USD) | Notes |
|---|---|---|---|
| Board cash retainer | Board Member | 100,000 | Annual |
| Committee chair retainer | Audit & Finance – Chair | 35,000 | Annual |
| Committee member retainers | Audit & Finance Member | 15,000 | If applicable |
| Annual RSU grant value | Board Member | 275,000 | Value ÷ avg closing price prior fiscal quarter; rounded shares |
| Annual RSU grant value | Board Chair (non‑employee) | 350,000 | Higher RSU value for Chair |
Actual FY2025 compensation for Bhatt:
| Director | Cash Fees (USD) | Share Award Fair Value (USD) | Total (USD) |
|---|---|---|---|
| Prat S. Bhatt | 135,000 | 294,641 | 429,641 |
Performance Compensation
Non‑employee director equity is time‑based RSUs (not performance‑based). RSUs vest on the earlier of one year from grant or the next AGM (if ≥50 weeks after prior AGM); all RSUs fully vest upon a Change of Control (per 2022 EIP) .
| Equity Detail | Grant Date | Shares/Units | Fair Value (USD) | Vesting | Change‑of‑Control |
|---|---|---|---|---|---|
| FY2025 Director RSU Award (Bhatt) | Oct 19, 2024 | 2,693 outstanding RSUs at 6/27/25 | 294,641 | Earlier of 1‑yr from grant or next AGM (≥50 weeks) | Accelerates to fully vested |
Company executive incentive metrics (context for governance oversight; not applicable to director pay):
- PSU metrics include ROIC and relative TSR; at least 50% of exec long‑term equity is performance‑based; no single‑trigger CIC; no excise tax gross‑ups; clawbacks in place .
| Executive PSU Metrics | Description | FY2025 Design |
|---|---|---|
| ROIC | Return on Invested Capital | PSU metric; weighted with rTSR |
| rTSR | Relative Total Shareholder Return | Introduced as standalone metric; PSU weight adjusted with ROIC |
| Performance mix | ≥50% of exec LTI is performance‑based | Annual review cycle |
| Clawbacks | D-F Act 10D and fraud/misconduct recovery policies | Effective Dec 13, 2023 and legacy policy |
Other Directorships & Interlocks
| Company | Relationship to STX | Role | Tenure |
|---|---|---|---|
| RingCentral, Inc. | Customer/supplier status not disclosed | Director | Since Mar 2024 |
Note: The proxy does not disclose any transactional interlock between RingCentral and Seagate; Seagate maintains a related‑party review policy overseen by the Nominating & Corporate Governance Committee .
Expertise & Qualifications
- Strong financial oversight and governance; retired CPA; audit committee financial expert .
- Substantial accounting, finance, global operations, strategy, ERM, investor relations expertise; prior advisory roles to FASB and PCAOB .
- IT/data/security and legal/regulatory competencies reflected in Board skills matrix for Bhatt .
Equity Ownership
As of August 22, 2025, Bhatt beneficially owned 11,823 ordinary shares plus 2,693 RSUs vesting within 60 days; total 14,516, representing <1% of shares outstanding .
| Date | Shares Owned | Options Exercisable (60 days) | RSUs Vesting (60 days) | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| Aug 22, 2025 | 11,823 | — | 2,693 | 14,516 | <1% |
| Jun 28, 2024 | 7,552 | — | 4,271 | 11,823 | n/a |
Ownership alignment policies:
- Director share ownership guideline: 4x annual Board cash retainer; as of June 27, 2025 all non‑employee directors meet the requirement .
- Anti‑hedging/anti‑pledging: Directors prohibited from shorting, hedging, derivatives on STX securities; restrictions on pledging/margin accounts .
Insider Trades and Section 16 Compliance
| Individual | FY2025 Section 16 Compliance | Notes |
|---|---|---|
| Prat S. Bhatt | Compliant; no late filings reported | Company notes full compliance except one late Form 4 for Michael Cannon (administrative oversight) |
Say‑on‑Pay & Shareholder Feedback (context)
| AGM Year | Say‑on‑Pay Approval |
|---|---|
| 2022 | 88% |
| 2023 | 96% |
| 2024 | 96% |
Governance Assessment
- Strengths: Independent Audit & Finance Committee Chair with deep accounting and audit oversight experience; designated audit committee financial expert; robust anti‑hedging/pledging and clawback policies; strong director ownership guidelines with full compliance; regular executive sessions; at least 75% attendance and high audit committee activity (9 meetings) .
- Alignment: Director equity awards (RSUs) and ownership guidelines support long‑term alignment; RSU vesting tied to Board service cadence; no options outstanding for directors as of FY2025 .
- Potential watch items: RSU acceleration on change‑of‑control for directors (market‑standard but reduces retention friction in a transaction) ; external public board (RingCentral) warrants routine review for any potential business dealings with Seagate per related‑party policy .