Thomas Szlosek
Seagate Technology HoldingsAbout Thomas A. Szlosek
Thomas A. Szlosek is an independent director of Seagate Technology (STX), appointed August 23, 2025, and serves on the Audit & Finance Committee. He is 61 and a CPA with over three decades of financial leadership, including CFO roles at AutoNation (since Aug 2023) and Avantor, and SVP/CFO at Honeywell; he holds a bachelor’s degree in Accounting from SUNY Geneseo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoNation, Inc. | EVP & CFO | Aug 2023 – Present | Fortune 500 finance leadership; broad operational oversight |
| Avantor Inc. | EVP & CFO | Dec 2018 – Aug 2023 | Led global finance across life sciences/advanced technology |
| Honeywell International | SVP & CFO | Apr 2014 – Aug 2018 | Finance leadership at diversified industrial |
| Honeywell International | Various finance leadership roles | Jun 2004 – Apr 2014 | Progressive leadership across finance functions |
| General Electric | Senior finance roles | Not disclosed | Early-career finance experience |
| Price Waterhouse Coopers | Audit (career start) | Not disclosed | Foundational audit experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| RXO, Inc. | Director | Nov 2022 – Present | Board service disclosed; committees not specified |
| Janus International Group | Director (prior) | Not disclosed | Prior public board service |
Board Governance
- Appointment & independence: Appointed Aug 23, 2025; Board determined he is independent under Nasdaq rules; serves on Audit & Finance Committee .
- Committee composition: All board committees are composed exclusively of independent directors; Board is 91% independent as of FY2025 .
- Board/committee meetings FY2025: Board (4), Audit & Finance (9), Compensation & People (4), Nominating & Corporate Governance (5); each incumbent director attended ≥75% of meetings (Szlosek joined near fiscal year-end) .
- Executive sessions: Independent directors meet in executive session regularly at board and committee meetings .
- Trading/hedging/pledging policy: Directors and employees are prohibited from hedging and pledging company securities; pre-clearance and 10b5‑1 plan requirements apply .
Fixed Compensation
| Component | Terms/Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $100,000 | Applies to non-employee directors |
| Audit & Finance Committee Member Fee (Cash) | $15,000 | Annual committee member cash fee |
| Initial RSU Grant (Equity) | $275,000 (pro‑rated) | Shares equal to $275k divided by average closing price in prior fiscal quarter; pro-rated from appointment to AGM |
| Director RSU Vesting | Earlier of one-year anniversary or next AGM (≥50 weeks after prior AGM) | Accelerates on Change of Control under 2022 EIP |
| Expense Reimbursement | Reasonable out-of-pocket travel expenses | Standard director program |
| Ownership Guideline | 4x annual cash retainer | Applies to non-employee directors; measured annually |
Performance Compensation
- No performance-linked metrics are used for director compensation; equity grants are time-based RSUs under the director program (not PSUs) .
Other Directorships & Interlocks
| Company | Relationship to STX | Interlock/Conflict Assessment |
|---|---|---|
| RXO, Inc. | Transportation brokerage; no known STX commercial linkage disclosed | No related-party transactions involving Szlosek; low overlap with STX’s storage business model |
| Janus International Group (prior board) | Building products; no known STX linkage disclosed | No related-party transactions disclosed |
Expertise & Qualifications
- Financial leadership: CFO at two Fortune 500 companies; deep expertise in controls, reporting, FP&A, accounting, tax, internal audit, treasury, IR, real estate .
- Certified Public Accountant; bachelor’s in Accounting (SUNY Geneseo) .
- Cross-industry experience: medical, technology, manufacturing; operational breadth .
Equity Ownership
| Metric (as of Aug 22, 2025) | Amount |
|---|---|
| Shares owned directly/indirectly | — |
| Options exercisable within 60 days | — |
| RSUs vesting within 60 days | — |
| Total beneficial ownership | — (less than 1% of shares outstanding) |
- Director ownership guideline is 4x cash retainer; compliance is assessed annually, with measurement dates and policy described in proxy; Szlosek’s appointment post fiscal year means guideline status will be assessed on the next measurement date .
Governance Assessment
- Strengths: Independent audit-committee placement with deep CFO pedigree enhances financial oversight; strong anti-hedging/pledging policy reduces alignment risk; no Item 404(a) related-party transactions reported; indemnification executed per standard forms filed .
- Alignment: Director equity is delivered as RSUs with one-year or AGM-based vesting, plus share ownership guideline of 4x cash retainer, supporting long-term alignment .
- Attendance/engagement: Board and committees met regularly in FY2025 with executive sessions; all incumbent directors met attendance expectations; Szlosek’s late-year appointment implies attendance evaluation begins in FY2026 .
- Shareholder signals: Strong support at AGM; all 11 directors, including Szlosek, were elected; say‑on‑pay passed comfortably (see table below) .
AGM Voting Outcomes (Context)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Thomas A. Szlosek | 157,071,889 | 10,275,695 | 287,338 | 22,370,988 |
| Say‑on‑Pay (Advisory) | 159,046,609 | 7,719,494 | 868,819 | 22,370,988 |
Potential Conflicts / Related-Party Exposure
- No arrangements or understandings for selection; no direct or indirect material interest in transactions requiring Item 404(a) disclosure; appointed by Nominating & Corporate Governance Committee .
Committee Assignments, Chair Roles, Independence
- Audit & Finance Committee member; not disclosed as chair; independence affirmed under Nasdaq rules .
- Board-level independence and committee exclusivity for independent directors reaffirmed .