Richard Clemmer
Seagate Technology HoldingsAbout Richard L. Clemmer
Richard L. Clemmer (age 74) has served as an independent director of Seagate Technology Holdings plc since 2022 and sits on the Nominating & Corporate Governance Committee. He is the Founding General Partner of Socratic Partners and a former CEO/finance leader in global high-tech, with deep electronics industry knowledge and experience working with private equity investors. He currently serves on the boards of HP Inc. and Qorvo, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXP Semiconductors N.V. | Chief Executive Officer and President | 2009 – May 2020 | Led global semiconductor operations and strategy |
| Kohlberg Kravis Roberts & Co. | Senior Advisor | 2007 – 2008 | PE advisory experience; investor relations |
| Agere Systems Inc. | President and CEO | 2005 – 2007 | Turnaround and operational leadership |
| Texas Instruments, Inc. | Various leadership roles | Not disclosed | Electronics industry operations expertise |
| Quantum Corporation | Various leadership roles | Not disclosed | Storage industry experience |
External Roles
| Company | Role | Status | Committees (if disclosed) |
|---|---|---|---|
| HP Inc. | Director | Current | Not disclosed in STX proxy |
| Qorvo, Inc. | Director | Current | Not disclosed in STX proxy |
| Aptiv PLC | Former Board Member | Prior | Not disclosed in STX proxy |
| NXP Semiconductors N.V. | Former Board Member | Prior | Not disclosed in STX proxy |
| NCR Corporation | Former Board Member | Prior | Not disclosed in STX proxy |
Board Governance
- Committee assignments: Nominating & Corporate Governance (member) .
- Independence: The board determined Clemmer is independent under Nasdaq rules; all board committees are fully independent .
- Attendance: In FY2025, the Board met 4 times and committees met 9 (Audit & Finance), 4 (Compensation & People), and 5 (Nominating & Corporate Governance); each incumbent director attended at least 75% of the meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet privately in executive sessions at each Board and committee meeting .
- Governance scope: The Nominating & Corporate Governance Committee leads governance shaping, director selection, board evaluations, and oversight of governance risks including succession, sustainability, and human rights .
Fixed Compensation
Director compensation program (FY2025):
| Compensation Element | Position | Retainer ($) |
|---|---|---|
| Cash Retainer | Board Chair (non-employee) | 175,000 |
| Cash Retainer | Board Member | 100,000 |
| Cash Retainer | Audit & Finance Chair | 35,000 |
| Cash Retainer | Audit & Finance Member | 15,000 |
| Cash Retainer | Compensation & People Chair | 30,000 |
| Cash Retainer | Compensation & People Member | 10,000 |
| Cash Retainer | Nominating & Corp. Gov. Chair | 20,000 |
| Cash Retainer | Nominating & Corp. Gov. Member | 10,000 |
| Annual RSU Award (value) | Board Chair (non-employee) | 350,000 |
| Annual RSU Award (value) | Board Member | 275,000 |
Clemmer’s FY2025 director compensation:
| Name | Fees Earned/Paid in Cash ($) | Share Award ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Richard L. Clemmer | 110,000 | 294,641 | — | 404,641 |
- Director equity grants: RSUs granted at election/appointment and generally vest on the earlier of one year after grant or at the next AGM (if held ≥50 weeks after prior AGM). RSUs fully vest upon a Change of Control under the 2022 EIP .
Performance Compensation
- Director equity is time-based RSUs; no performance metrics are used for director compensation (performance metrics apply to NEO PSUs, not directors) .
Director RSU award detail (FY2025):
| Award | Grant Date | Number of RSUs Outstanding | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Annual Director RSU | Oct 19, 2024 | 2,693 | 294,641 | One-year or to next AGM; full acceleration on Change of Control |
Performance metrics tied to director pay:
| Metric | FY2025 Status |
|---|---|
| Performance metrics (e.g., ROIC, rTSR) | Not applicable to director equity grants |
Other Directorships & Interlocks
- Current public boards: HP Inc.; Qorvo, Inc. .
- Prior public boards: Aptiv PLC; NXP Semiconductors N.V.; NCR Corporation .
- Related party/Interlock oversight: Seagate maintains a Related Party Transactions policy requiring Nominating & Corporate Governance Committee review of any director-related transactions >$120,000, including independence impact assessments; chair may approve < $1 million with summary to the full committee .
Expertise & Qualifications
- CEO/finance leader in global high-tech across semiconductors, storage, e-commerce, and software; deep electronics industry/customer knowledge; private equity experience .
- Public company board experience (current: HP Inc., Qorvo; prior: Aptiv, NXP, NCR), enhancing governance and industry insight .
Equity Ownership
Beneficial ownership as of August 22, 2025:
| Holder | Shares Owned Directly/Indirectly | Options Exercisable within 60 days | RSUs Vesting within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Richard L. Clemmer | 31,525 | — | 2,693 | 34,218 | <1% of 212,967,321 shares |
Director and Secretary interests as of June 27, 2025:
| Holder | Shares | Vested Options | Unvested Options | Restricted Share Units | Restricted Shares |
|---|---|---|---|---|---|
| Richard L. Clemmer | 31,525 | — | — | 2,693 | — |
Ownership alignment:
- Director stock ownership guideline: 4x annual cash retainer; all non-employee directors met the requirement as of June 27, 2025 .
- Anti-hedging/pledging: Directors prohibited from short positions, hedging, and pledging/margin accounts under Seagate’s policy .
Governance Assessment
-
Strengths:
- Independent director with relevant committee service (Nominating & Corporate Governance) and board-wide independence (91% independent) .
- Attendance met company expectations (≥75% of meetings), with regular executive sessions reinforcing independent oversight .
- Robust related party oversight policy with committee review and independence impact assessment .
- Ownership alignment via 4x retainer guideline; compliance achieved by all non-employee directors .
- Clear anti-hedging/pledging restrictions reduce alignment risk .
-
Potential investor considerations:
- Time-based RSU grants for directors accelerate on Change of Control, which may be viewed as less performance-contingent alignment (standard market practice but worth monitoring) .
- Multiple external board commitments (HP Inc., Qorvo, Inc.) require continued monitoring of attendance and engagement; FY2025 attendance met threshold .
-
Contextual governance signals:
- Board committees fully independent; ongoing governance oversight by Nominating & Corporate Governance Committee .
- Strong say-on-pay support in recent years (96% in 2024), indicating broader shareholder confidence in Seagate’s governance practices (company-wide context) .