Stephanie Tilenius

About Stephanie Tilenius

Independent director of Seagate Technology Holdings plc (STX), age 58, serving since 2014. Founder and former CEO of Vida Health; currently a Board Advisor to Vida Health and a Venture Advisor to AI Fund. Recognized by the Board as an Audit Committee Financial Expert; serves on the Audit & Finance Committee. Background spans consumer internet, healthcare services, software, digital commerce, and payments, with senior roles at Google and eBay .

Past Roles

External Roles

Board Governance

• Independence and committees: Independent director; member, Audit & Finance Committee; designated Audit Committee Financial Expert by the Board .
• Tenure and engagement: Director since 2014 (11+ years as of the 2025 proxy). Each incumbent director attended at least 75% of Board and committee meetings in FY2025 .
• Meeting cadence and executive sessions:
  • The Board held 4 meetings; Audit & Finance 9; Compensation & People 4; Nominating & Corporate Governance 5 in FY2025 .
  • Independent directors held executive sessions at each regular Board and committee meeting .

• Independence posture and policies:
  • 91% of directors are independent; all three standing committees consist solely of independent directors. Tilenius is independent under Nasdaq rules; she is one of the Board’s audit committee financial experts .
  • Anti-hedging and pledging: Directors are prohibited from short sales, hedging, derivative transactions, and pledging or holding Company securities in margin accounts .
  • Director share ownership guideline: 4x annual Board cash retainer; as of June 27, 2025, all non-employee directors met the guideline .

Fixed Compensation (Non-Employee Director)

• Program structure (FY2025): Cash retainer $100,000 for Board members; Audit & Finance member retainer $15,000 (Chair $35,000); Compensation & People member $10,000 (Chair $30,000); Nominating & Corporate Governance member $10,000 (Chair $20,000). Non-employee Board Chair receives $175,000 cash retainer .
• Director pay cap: Non-employee director total annual compensation capped at $750,000 (cash plus equity grant-date fair value) under the 2022 EIP, unless shareholders approve an increase .

Performance Compensation (Equity Awards to Directors)

• Annual equity: RSU grant valued at $275,000 for Board members ($350,000 for non-employee Chair), granted on election/appointment; vests on the earlier of one year from grant or next AGM (≥50 weeks); full vesting on Change of Control .
• FY2025 grant (awarded Oct 19, 2024): Tilenius grant-date fair value $294,641; 2,693 RSUs outstanding as of June 27, 2025 .

Note: Director equity is time-based RSUs (no performance metrics); therefore, no PSU/TSR/ROIC metrics apply to director awards .

Other Directorships & Interlocks

• Current public company boards: None .
• Compensation & People Committee interlocks: Company discloses none; no member had relationships requiring Item 404(a) disclosure in FY2025 .

Expertise & Qualifications

• Board-identified strengths include leadership, strategic insight, digital and e-commerce, software and data expertise, and founder experience (Vida Health). Prior senior operator roles at Google (commerce/payments) and eBay (SVP eBay.com & Global Products) .
• Audit Committee Financial Expert designation underscores financial reporting and oversight credentials .

Equity Ownership

• Pledging/hedging: Company prohibits hedging and pledging by directors .
• Ownership guideline: Non-employee directors must hold 4x annual cash retainer; all were in compliance as of June 27, 2025 .

Governance Assessment

• Strengths

  • Independence and financial oversight: Independent director and Audit & Finance member; designated Audit Committee Financial Expert, bolstering audit quality and financial risk oversight .
  • Engagement: Met or exceeded the Company’s attendance expectation (≥75%); robust meeting cadence with regular executive sessions supports effective oversight .
  • Alignment: Equity paid entirely in Company RSUs with vesting tied to continued service; anti-hedging/pledging policy and share ownership guideline (4x retainer) enhance alignment; Company reports directors meet guideline .
  • Compensation governance: Director fees/RSUs within disclosed framework; overall say-on-pay support of 96% at 2024 AGM indicates shareholder confidence in compensation practices broadly .

• Watch items / potential risks

  • Ownership level is modest in absolute terms (14,937 shares including RSUs vesting within 60 days as of Aug 22, 2025), though guideline compliance is affirmed by the Company; continue monitoring ownership growth for enhanced “skin in the game” .
  • No specific individual attendance percentage disclosed beyond “≥75%”; continue to monitor for any future attendance dips (a red flag if <75%) .

• Conflicts and related-party exposure

  • Board confirms independence and no Item 404 related-party transactions for Compensation & People Committee members; Company maintains a formal related-party transaction approval policy with NCGC oversight. No familial relationships or adverse legal proceedings disclosed for directors .

Overall, Tilenius brings relevant digital, health-tech, and platform-economy experience to Seagate’s board, complements financial oversight as an audit committee financial expert, and participates in a director pay structure aligned with shareholders (cash + time-based RSUs under anti-hedging/pledging controls). No red flags on conflicts, attendance, or trading compliance were disclosed; governance signals (committee independence, ownership guidelines, say-on-pay) are supportive of investor confidence .