Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(i) On December 24, 2020, the Board of Directors (the “Board”) of Seagate Technology plc (“Seagate”) appointed Pratik (Prat) Bhatt to serve as a director of Seagate. Mr. Bhatt has also been appointed to serve on the audit and finance committee of the Board. Mr. Bhatt was appointed upon the recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market. Mr. Bhatt will serve until Seagate’s next annual general meeting of shareholders (the “AGM”) when he is expected to stand for election by a vote of Seagate’s shareholders.
Mr. Bhatt, 54, currently serves as Senior Vice President, Chief Accounting Officer and Corporate Controller of Cisco Systems, Inc., and has held the Chief Accounting Officer position since July 2009; he also serves as a chair of the audit committee of Cisco Systems Foundation and has been a member of the committee since September 2005.
Mr. Bhatt has served in various positions during his 20 years with Cisco Systems, Inc. Prior to joining Cisco, Mr. Bhatt was employed by Kaiser Permanente, most recently as Director of Financial Operational Services, prior to which he was employed by Ernst & Young LLP, most recently as Senior Manager.
Mr. Bhatt holds a bachelor’s degree in economics from the University of California, Santa Cruz and a master’s degree in accounting from the University of Southern California.
Mr. Bhatt will participate in the non-employee director compensation arrangements generally applicable to all Seagate non-employee directors. Under the terms of those arrangements as currently in effect, he will receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the average closing share price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM. In addition, Mr. Bhatt will receive $15,000 per annum for service on the audit and finance committee.
In connection with the appointment, Seagate and Mr. Bhatt will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagate’s Current Report on Form 8-K dated July 27, 2010.
There are no arrangements or understandings pursuant to which Mr. Bhatt was selected as a director. Mr. Bhatt does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of Seagate’s press release announcing the appointment of Pratik Bhatt is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
