William Mosley
Seagate Technology HoldingsAbout William (Dave) Mosley
Chief Executive Officer of Seagate since October 2017 and director since July 2017; age 59; Ph.D. in Solid State Physics. Under his leadership, FY2025 saw a 39% revenue rebound to $9.097B, gross margin expand to 35%, operating margin reach 21%, net income of $1.469B, HDD shipments up 49% to 595 exabytes, and the Mozaic HAMR platform ramped to market, with strong cash generation and debt reduction . STX cumulative TSR (fixed $100) improved from 254.6 (FY2024) to 358.4 (FY2025), while peer index TSR was 229.4 in FY2025 . Effective after the 2025 AGM, Mosley becomes Board Chair with an independent Lead Director, maintaining CEO succession oversight and independent committee structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seagate | President & COO | Jun 2016 – Sep 2017 | Led operations and go-to-market across recovery phase; transition to CEO . |
| Seagate | President, Operations & Technology | Oct 2013 – Jun 2016 | Drove manufacturing/technology roadmap; prepared HAMR platform . |
| Seagate | EVP, Operations | Mar 2011 – Oct 2013 | Optimized global operations footprint and cost structure . |
| Seagate | EVP, Global Sales & Marketing | Feb 2009 – Mar 2011 | Led commercial engine; enterprise/cloud relationships . |
| Seagate | SVP, Global Disk Storage Operations | 2007 – 2009 | Scaled nearline capacity and reliability . |
| Seagate | VP, R&D, Engineering | 2002 – 2007 | Advanced recording/media technologies, set pathway to HAMR . |
| Seagate | Senior Engineer | 1996 – 2002 | Core technical roles; progressed to leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cirrus Logic, Inc. | Director | — | Technology governance and semiconductor insights . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary (rate) ($) | $1,100,008 | $1,100,008 |
| Target Bonus (%) of Salary | 150% | 150% |
| EPB Payout ($) | $0 (FY2024 EPB not funded) | $4,075,530 (190% score; settled in RSUs) |
Performance Compensation
Annual Executive Performance Bonus (EPB) – FY2025
| Item | Detail |
|---|---|
| Metrics & Weights | Revenue 40%; Adjusted Operating Margin (AOM) 40%; Total Customer Experience (TCE) 20% . |
| Outcome | 190% payout certified July 26, 2025 . |
| CEO Grant | 27,385 EPB RSUs granted Aug 20, 2025; vest Aug 20, 2026 . |
| Settlement & Premium | 100% equity settlement in RSUs with 30% premium; grant-value uses July 2025 average price $148.83 . |
Long-Term Equity – Design and Outcomes
| Plan | Metric | Weight | Target/Range | Outcome/Notes |
|---|---|---|---|---|
| FY2025 PSUs | ROIC | 75% | PSU payout 37.5%–200% of target | Three-year averaging; rigorous design, no dividends . |
| FY2025 PSUs | rTSR vs peer group | 25% | Median = 100% target | Standalone metric added in FY2025 . |
| FY2022 PSUs | ROIC (core) + rTSR modifier | — | Base 50%; rTSR 0.89x modifier | Vested at 44.5% (general) and 46.73% (leadership team) . |
| FY2024 Strategic PSUs | Units sold + qualification milestones | 50% CY2024, 50% CY2025 | Two-year; near-term launch focus | CY2024 tranche vested at 100% of target on Feb 20, 2025 . |
FY2025 Grants (select CEO components)
| Type | Grant Date | Quantity/Terms | Grant-Date FV ($) |
|---|---|---|---|
| Options | Sep 9, 2024 | 103,060; $101.34 strike; 7-year; 4-year vest (25% 1-yr, then monthly) | $3,103,580 |
| PSUs | Sep 9, 2024 | Target 64,410 (range 32,205–128,820) | $6,668,831 |
| RSUs (4-yr) | Sep 9, 2024 | 38,650; 25% at 1-yr then quarterly | $3,702,284 |
| RSUs (1-yr special) | Sep 9, 2024 | 4,550; vest at 1-yr | $448,676 |
| EPB Target + Premium | Jul 20, 2024 | $2,145,016 target incl. 30% premium | $2,145,016 |
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 22, 2025)
| Component | Shares |
|---|---|
| Owned directly/indirectly | 478,912 |
| Options exercisable within 60 days | 457,403 |
| RSUs vesting within 60 days | 29,353 |
| Total beneficial ownership | 965,668 (<1% of outstanding) |
Outstanding Awards (selected CEO positions; FY2025 year-end)
| Instrument | Key Terms | Quantity | Market Value ($) |
|---|---|---|---|
| Options exp. 9/9/2031 | $101.34 strike; 4-year vest | 103,060 (unexercisable) | — |
| PSUs (FY2023 grant) | 3-year performance | 177,000 | $25,034,880 |
| PSUs (FY2024 strategic) | Two tranches | 11,807 | $1,669,982 |
| RSUs (4-yr) | Sep 2024 grant | 38,650 | $5,466,656 |
| EPB RSUs (Aug 2025) | 1-year vest | 27,385 | $3,873,334 |
Notes:
- CEO option/RSU vest schedules follow standard 4-year terms; EPB RSUs vest on first anniversary .
- 2025 exercises realized $18,624,717 with 296,132 shares exercised; 127,695 shares vested (value $13,337,145) .
Alignment Policies
- Ownership guideline: 6x base salary; CEO in compliance as of Jun 27, 2025 .
- Anti-hedging/pledging policy applies to directors & employees; 10b5-1 trading plan controls and cooling-off periods .
- Share ownership requirements and clawback policies enforced (Dodd-Frank compliant; separate fraud/misconduct recovery) .
Employment Terms
Severance & Change-in-Control (CIC) Economics
| Provision | CEO Terms |
|---|---|
| Without cause / good reason outside CIC | 24 months base salary; prior-year earned bonus, pro-rated current-year bonus; 24 months outplacement; no equity acceleration . |
| CIC window | 6 months before to 24 months after CIC . |
| Qualifying termination within CIC | 3.0x (base + target bonus); full acceleration of unvested equity based on actual performance; COBRA cash for U.S. execs; outplacement . |
| Gross-up | None; 280G cutback to avoid excise tax if beneficial . |
| Covenants | Non-compete, non-solicit, confidentiality required for benefits . |
Estimated Payments (as of Jun 27, 2025)
| Scenario | Total ($) | Components (selected) |
|---|---|---|
| Outside CIC | $2,204,121 | $2,200,016 severance; outplacement $4,105 . |
| CIC | $64,203,773 | $3,300,024 severance; option acceleration $13,325,671; RSU $13,599,880; PSUs $33,911,937; COBRA $62,156 . |
| Death/Disability | $27,106,601 | Option $7,043,054; RSU $7,779,200; PSU $12,284,347 . |
Deferred Compensation
- CEO aggregate balance: $548,671 (FY2025); earnings $46,608 .
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2017; Board Chair effective post-2025 AGM; CEO since Oct 2017 . |
| Committee roles | None (committees fully independent) . |
| Independence | Not independent (as CEO); 91% of Board independent . |
| Governance structure | Combined Chair/CEO with Lead Independent Director (Michael Cannon) post-AGM; independent committees and executive sessions . |
| Attendance | FY2025 Board 4, Audit 9, Comp 4, Nominating 5; all incumbents ≥75% attendance; executive sessions at each quarterly Board and all committee meetings . |
| Director compensation policy | Employees do not receive additional pay for board service . |
Performance & Track Record
Company Performance Context (GAAP)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($MM) | $7,384 | $6,551 | $9,097 |
| Gross Margin (%) | 18% | 23% | 35% |
| Operating Margin (%) | -5% | 6% | 21% |
| Net Income ($MM) | -$529 | $335 | $1,469 |
| STX TSR (fixed $100) | $147.42 | $254.60 | $358.36 |
Highlights:
- HDD shipments 595 exabytes (+49%); nearline 84% of exabytes .
- Cash from operations $1.1B; FCF $818M; returned $600M via dividends .
- Reduced total debt by $684M; ended with $5.0B long-term debt and $891M cash .
Compensation & Incentive Program Analysis
- Pay mix emphasizes at-risk equity; ≥50% of LTIs performance-based; annual bonus settled in RSUs with +30% premium to preserve cash and align with shareholders .
- FY2025 added standalone rTSR metric to PSUs, alongside ROIC, strengthening alignment to shareholder returns .
- Say-on-Pay support strong: 88% (2022), 96% (2023), 96% (2024); FY2025 maintained strategy without material changes .
- No single-trigger CIC; no excise tax gross-ups; clawbacks compliant with SEC/Nasdaq plus misconduct recovery .
- Peer group framework spans storage/semis/hardware (ADI, AMAT, KLAC, MU, WDC, etc.); FY2026 changes: removed AMAT/JNPR; added ON Semiconductor and Pure Storage .
- Independent consultant (Semler Brossy); committee independence; no interlocks .
Risk Indicators & Red Flags
- Combined Chair/CEO elevates governance scrutiny; mitigated by Lead Independent Director and fully independent committees .
- CEO pay ratio 861:1 in FY2025 (global workforce skew to Asia ops) .
- Anti-hedging/pledging policy reduces misalignment/leveraged risk; Section 16 compliance noted (no CEO late filings) .
- Equity acceleration potential creates event-driven exposure in CIC scenarios (see Employment Terms) .
Say-on-Pay & Shareholder Feedback
| AGM Year | Support (%) |
|---|---|
| 2022 | 88% |
| 2023 | 96% |
| 2024 | 96% |
Expertise & Qualifications
- Deep technology and operations expertise across storage manufacturing, R&D, and sales; Ph.D. in Solid State Physics; board experience at Cirrus Logic .
Work History & Career Trajectory
- Joined Seagate in 1996; progressed from engineering to executive roles culminating in CEO (2017); broad scope across operations, technology, and commercial leadership .
Compensation Committee Analysis
- Composition: Independent directors; Chair Jay Geldmacher; members Cannon, Conyers, Haggart; annual risk assessment finds programs not reasonably likely to cause material adverse effect .
- Uses Semler Brossy; benchmarks broadly without fixed percentile; prioritizes role scope, internal equity, retention, and pay-for-performance .
Investment Implications
- Alignment: Strong ROIC+rTSR PSU design, equity-settled EPB, and robust ownership/clawback policies support pay-performance linkage amid FY2025 turnaround .
- Retention/Supply Overhang: Near-term vesting of EPB RSUs and one-year RSUs (Aug 2026) plus sizable outstanding PSUs/RSUs could create episodic selling pressure as awards vest; anti-pledging reduces forced-sale risks .
- Event-Driven: Large CIC equity acceleration ($33.9M PSUs; $13.6M RSUs; $13.3M options) indicates sensitivity to strategic transactions; no gross-ups but cutback mechanism applies .
- Governance: Combined Chair/CEO post-AGM warrants monitoring; mitigated by Lead Independent Director and independent committees; strong say-on-pay track record reduces near-term governance discount .