UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Seagate Technology public limited company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

September 7, 201810, 2019

Dear Fellow Shareholder:

You are cordially invited to attend the 20182019 Annual General Meeting of Shareholders of Seagate Technology plc, which will be held at 9:30 a.m. local time on Tuesday, October 30, 2018,29, 2019, at the InterContinental Hotel, Simmonscourt Road, Dublin 4, D04 A9K8, Ireland.

Details of the business to be presented at the meeting may be found in the Notice of Annual General Meeting of Shareholders and the Proxy Statement accompanying this letter.

We hope you are planning to attend the meeting. Your vote is important. Whether or not you plan to attend the meeting, please submit your proxy as soon as possible so that your shares may be represented at the 20182019 Annual General Meeting of Shareholders of Seagate Technology plc.

On behalf of the Board of Directors of Seagate Technology plc, we thank you for your continued support.

Sincerely,

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

NOTICE OF 20182019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

The 20182019 Annual General Meeting of Shareholders (the “2018 Annual General Meeting”“2019 AGM”) of Seagate Technology plc (“Seagate” or the “Company”), a company incorporated under the laws of Ireland with its principal place of businessexecutive offices at 38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Ireland, will be held on Tuesday, October 30, 2018,29, 2019, at 9:30 a.m. local time, at the InterContinental Hotel, Simmonscourt Road, Dublin 4, D04 A9K8, Ireland.

The purposes of the 2018 Annual General Meeting2019 AGM are:

General Proposals:

Irish Law Proposals:

Other:

The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of Proposals 2 through 6.7. The full text of these proposals is set forth in the accompanying Proxy Statement.

Proposals 1, 2, 3, 4 and 45 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposals 56 and 67 are special resolutions, requiring the approval of not less than 75% of the votes cast at the meeting.

Only shareholders of record as of the close of business on August 31, 2018September 3, 2019 are entitled to receive notice of and to vote at the 2018 Annual General Meeting.2019 AGM. If you are a shareholder who is entitled to attend, speak and vote at the 2019 AGM, then you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact Investor Relations by phone at 1.408.658.1222 or by email at stx@seagate.com and also note that your nominated proxy must attend the 2019 AGM in person in order for your votes to be cast.

Please cast your vote by proxy even if you plan to attend the meeting. You may vote by proxy by using the internet,Internet, calling by telephone, or completing, signing and returning your proxy card by mail.mail by no later than 7:59 p.m. Eastern Time (11:59 p.m. local time in Ireland) on October 28, 2019 (or, if you are a beneficial owner, such earlier time as your bank, broker-dealer, brokerage firm, or nominee may require). Instructions on how to votesubmit your proxy are set forth in the accompanying Proxy Statement.

If you have any questions about the meeting or require assistance, please call Morrow Sodali LLC, our proxy solicitor, at 1.800.662.5200 (toll-free within the United States) or at 1.203.658.9400 (outside the United States).

During the meeting, following a review of Seagate’s business and affairs, management will also present Seagate’s Irish financial statements for the fiscal year ended June 29, 201828, 2019 and the reports of the directors and auditors thereon.

By order of the Board,

Katherine E. Schuelke

Senior Vice President, Chief Legal Officer and Company Secretary

September 7, 201810, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 30, 201829, 2019

We will rely on the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish Proxy Materials over the Internet instead of mailing printed copies of those materials to each shareholder. As a result, we are sending our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, including our Irish financial statements for the Company’s fiscal year ended June 29, 201828, 2019 (“fiscal year 2018”2019”), and the other appendices thereto, the proxy card and our Annual Report onForm 10-K for fiscal year 20182019 (collectively, the “Proxy Materials”). The Notice also contains instructions on how to request a paper copy of the Proxy Materials. If you have previously elected to receive our Proxy Materials electronically, you will continue to receive these materials via email unless you elect otherwise. A full printed set of our Proxy Materials will be mailed to you automatically only if you have previously made a permanent election to receive our Proxy Materials in printed form.

IF YOU ARE A SHAREHOLDER WHO IS ENTITLED TO ATTEND, SPEAK AND VOTE AT THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS, THEN YOU ARE ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND, SPEAK AND VOTE ON YOUR BEHALF. A PROXY NEED NOT BE A SHAREHOLDER. IF YOU WISH TO APPOINT AS PROXY ANY PERSON OTHER THAN THE INDIVIDUALS SPECIFIED ON THE PROXY CARD, PLEASE CONTACT THE COMPANY SECRETARYINVESTOR RELATIONS BY PHONE AT OUR REGISTERED OFFICE1.408.658.1222 OR BY EMAIL AT STX@SEAGATE.COM AND ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE 20182019 ANNUAL GENERAL MEETING OF SHAREHOLDERS IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST.

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Proxy Statement. For more complete information about the topics summarized below, please review Seagate’s Annual Report onForm 10-K for fiscal year 20182019 and the entire Proxy Statement.

2018 Annual General Meeting of Shareholders2019 AGM

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Proposals, Voting Recommendations and Vote Required

The Board recommends that you vote “FOR” each of the proposals that will be submitted for shareholder approval at the 20182019 AGM.

During the meeting, following a review of Seagate’s business and affairs, management will also present Seagate’s Irish financial statements for fiscal year 20182019 and the reports of the directors and statutory auditors thereon.

Seagate’s Corporate Governance Highlights

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Election of Directors

We are asking our shareholders to elect, by separate resolutions, each of the Director Nominees identified below, which requires the affirmative vote of a simple majority of the votes cast.

For further information about our Director Nominees, see the biographical information starting on page 56 of this Proxy Statement.

Advisory Approval of theSay-on-Pay Proposal

We are asking for your approval, on an advisory,non-binding basis, of the compensation of our named executive officers (“NEOs”), which requires the affirmative vote of a simple majority of the votes cast, as required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules of the SEC. While our Board intends to carefully consider the shareholder vote resulting from the proposal, the final vote is advisory and will not be binding on us.

Before considering this proposal, please read our “Compensation Discussion and Analysis” starting on page 27,29, which explainsdescribes the principal parts of our executive compensation programs and the Compensation Committee’s compensation decisions.

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Ratification of the Appointment of Ernst & Young LLP and Authorization to Set Such Auditors’ Remuneration

We are asking you to ratify, in a nonbinding vote, the appointment of Ernst & Young LLP as our independent auditors, and to authorize, in a binding vote, the Audit Committee of the Board to set the auditors’ remuneration, which requires the affirmative vote of a simple majority of the votes cast.

Approval of our Amended and Restated 2012 Equity Incentive Plan

We are asking you to approve our Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan (“EIP”), which requires the affirmative vote of a simple majority of the votes cast.

Grant the Board Authority to Allot and Issue Shares

We are asking you to grant our Board authority to allot and issue shares under Irish law.shares. This authority is fundamental to our business and granting the Board this authority is a routine matter for public companies incorporated in Ireland. Under Irish law, this proposal must be approved by ordinary resolution, which requires the affirmative vote of a simple majority of the votes cast.

Grant the Board Authority toOpt-out of StatutoryPre-emption Rights

We are asking you to grant the Board authority to allot and issue shares for cash without first offering them to existing shareholders. This authority is fundamental to our business and granting the Board this authority is a routine matter for public companies incorporated in Ireland. Under Irish law, this proposal must be approved by special resolution, which requires the affirmative vote of at least 75% of the votes cast.

Determine the Price Range at Which Seagate CanRe-allot Shares Held as Treasury Shares

We are asking you to determine the price range at which we canre-allot shares held as treasury shares. From time to time, we may acquire ordinary shares and hold them as treasury shares. We mayre-allot such treasury shares, and under Irish law, our shareholders must authorize the price range at which we mayre-allot any shares held in treasury. ThisGranting the Board this authority is a routine matter for public companies incorporated in Ireland. Under Irish law, this proposal must be approved by special resolution, which requires the affirmative vote of at least 75% of the votes cast.

Executive Compensation

The general philosophy and structure of our executive compensation programs is intended to emphasize strong alignment between executive pay and corporate financial performance. In addition, our compensation philosophy is designedseeks to align our executive compensation programs with long-term shareholder interests. In fiscal year 2018,2019, a majority of our long-term equity incentive awards were granted in the form of performance-based restricted share units, which vest dependent upon the achievement ofpre-established performance objectives, including return on invested capital, relative total shareholder return and adjusted earnings per share, reflecting a strong emphasis onpay-for-performance and the alignment of interests between our NEOs in fiscal year 2018 and our shareholders. In addition, for fiscal year 2018,2019, at least 85%90% of our CEO’s total annual target compensation is at risk and at least 84%76% of our other NEOs’ annual target compensation is at risk.

Please review the section entitled “Compensation Discussion and Analysis” for additional information and definitions of financial metrics.

2019 Annual General Meeting of Shareholders

For further information, see the section entitled “Shareholder Proposals and Nominations” on page 71 of this Proxy Statement.

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2020 Annual General Meeting of Shareholders

For further information, see the section entitled “Shareholder Proposals and Nominations” on page 89 of this Proxy Statement.

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TABLE OF CONTENTS

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PROXY STATEMENT

In this Proxy Statement, “Seagate Technology,” “Seagate,” the “Company,” “we,” “us” and “our” refer to Seagate Technology plc, an Irish public limited company. This Proxy Statement and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders of record at the close of business on August 31, 2018September 3, 2019 (the “Record Date”) on or about September 10, 2018.12, 2019.

GENERAL INFORMATION

The following are questions and answers concerning voting and solicitation and other general information.

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2

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•   Proposal 4 (Approve our Amended and Restated 2012 Equity Incentive Plan)

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PROPOSALS REQUIRING YOUR VOTE

PROPOSALS 1(a) – 1(j) — ELECTION OF DIRECTORS

(Ordinary Resolutions)

The Company uses a majority of votes cast standard for the election of directors. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Each of the Director Nominees is being nominated for election for aone-year term beginning at the end of the 20182019 AGM to be held on October 30, 201829, 2019 and expiring at the end of the 20192020 Annual General Meeting of Shareholders (the “2019“2020 AGM”).

Under our Articles of Association, if a director is notre-elected in a director election, then that director will not be appointed and the position on the Board that would have been elected or filled by the director nominee will, except in limited circumstances, become vacant. The Board has the ability to fill the vacancy in accordance with the Articles of Association, subject to approval by the Company’s shareholders at the next annual general meeting of shareholders.

Notwithstanding the requirement that a director nominee requires a majority of the votes cast, as Irish law requires a minimum of two directors at all times, in the event that an election results in either only one or no directors receiving the required majority vote, either the nominee or each of the two nominees, as appropriate, receiving the greatest number of votes in favor of his or her election shall, in accordance with the Company’s Articles of Association, hold office until his or her successor shall be elected.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING DIRECTOR NOMINEES:

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67

78

89

910

There are no familial relationships between any of the directors, Director Nominees or our executive officers, nor are any of our directors, Director Nominees or executive officers party to any legal proceedings adverse to us.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Corporate Governance Guidelines, together with our Board committee charters, provide the framework for the corporate governance of the Company. Below is a summary of our Corporate Governance Guidelines. Our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website atwww.seagate.cominvestors.seagate.com, under “Investors – Governance.”the “Governance” tab.

Role of the Board

The Board, elected annually by our shareholders, oversees the management of the business and affairs of the Company. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved tofor the shareholders.

The Board and its committees have the primary responsibilities of:

Board Leadership Structure

The Corporate Governance Guidelines permit the roles of ChairmanChairperson of the Board and CEO to be filled by the same or different individuals, based on our needs, best practices, and the best interests of our shareholders. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. The Board believes that our corporate governance principles, the quality, stature and substantive business knowledge of the members of the Board, as well as the Board’s culture of open communication with the CEO and senior management are currently conducive to separation of the ChairmanChairperson and CEO positions to maximize Board effectiveness. Separating the ChairmanChairperson and CEO positions also provides an appropriate degree of Board oversight and allows Mr.Dr. Mosley, our CEO, to focus on our business strategy and market opportunities, as well as on our organizational structure and execution capabilities.

In addition, the Board continues to retain a Lead Independent Director and it believes this role addresses the need for independent leadership and perspective in addition to an organizational structure for the independent directors. The Board appoints the Lead Independent Director each year after the annual general meeting for aone-year term. The Lead Independent Director coordinates the activities of the othernon-employee directors, presides over meetings of the Board at which the Chairman of the Board is not present and at each executive session,

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directors. Each year after the annual general meeting, the independent directors appoint the Lead Independent Director for aone-year term. The Lead Independent Director coordinates the activities of the other independent directors, presides over meetings of the Board at which the Chairperson of the Board is not present and at each executive session, facilitates the CEO evaluation process, serves as liaison between the ChairmanChairperson of the Board and the independent directors, approves meeting schedules and agendas for the Board, has authority to call meetings of the independent directors, and is available for consultation and direct communication if requested by major shareholders.

Mr. Cannon has served as our Lead Independent Director since October 19, 2016 and2016. He was reappointed by the Board effective October 18, 2017.2017 and again on October 30, 2018.

Board Risk Oversight

The Board has oversight responsibility of the processes established to report and monitor material risks applicable to the Company. The Board and its committees focus on the Company’s general risk management strategy and the most significant risks facing the Company and regularly review the Company’s processes for monitoring and addressing risks. The full Board is responsible for considering strategic risks and succession planning, and the Board committees oversee other categories of risk including:

As part of its oversight of the Company’s executive compensation program, the Compensation Committee of the Board (the “Compensation Committee”) considers the impact ofpotential risks created by the Company’s executive compensation program and the incentives created by the compensation awards that it administers on the Company’s risk profile.programs. In addition, the Company reviews all of its compensation policies and procedures including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. Based on this review, the Company has concluded that its compensation policies, programs, and procedures do not create risks that are reasonably likely to have a material adverse effect on the Company.

Director Compensation and Share Ownership

It is the Board’s practice to maintain a fair and straightforwardnon-employee director compensation program, which is designed to be competitive with director compensation programs of the Company’s peers. Company employees do not receive additional compensation for their service as directors. The Compensation Committee recommends for approval by the Board the amount and form of director compensation. The Compensation Committee believes that a substantial portion of total director compensation should be in the form of equity in the Company in order to better align the interests of the Company’s directors with the long-term interests of its shareholders. As such, the directors are subject to a share ownership requirement of four times their annual cash retainer as described in more detail later in this Proxy Statement.

Board Composition

The Board consists of a substantial majority of independent,non-employee directors. In addition, our Corporate Governance Guidelines require that all members of the standing committees of the Board must be independent directors. The Board has the following four standing committees: Audit Committee of the Board (the “Audit Committee”), Compensation Committee, Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), and Finance Committee of the Board (the “Finance

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independent directors. The Board has the following three standing committees: Audit (the “Audit Committee”), Compensation, and Nominating and Corporate Governance (the “Nominating and Corporate Governance Committee”).

The Board has determined that each member of each of these committees is “independent” as defined in the NASDAQ listing standards and that each member of the Compensation Committee and Audit Committee meet applicable NASDAQ and U.S. Securities and Exchange Commission (“SEC”) independence standards for such committees.committees (see “Director Independence” below). Board committee memberships and chairs are rotated periodically and an independence analysis is conducted annually.

Board Diversity

The Nominating and Corporate Governance Committee regularly reviews the diversity of skills, expertise, background and other characteristics of existing and potential director candidates in deciding on nominations for election to the Board by the Board andCompany’s shareholders or appointment to the Company’s shareholders.Board. The Nominating and Corporate Governance Committee seeks director nominees that would complement and enhance the effectiveness of the existing Board with respect to skills, knowledge, perspectives, experience, background and other characteristics.

Board Advisors

The Board and its committees may, under their respective charters, retain external and independent advisors to assist the directors in carrying out their responsibilities. For fiscal year 2018,2019, the Compensation Committee retained FW Cook as its external and independent advisor.advisor (see “Role of the Compensation Consultant” below for more information).

Executive Sessions

The Company’s independent directors meet privately in regularly scheduled executive sessions of the Board and Board committees, without management present, to consider such matters as the independent directors deem appropriate. These executive sessions are typically held at each Board and Board committee meeting.

Board Evaluation

The Nominating and Corporate Governance Committee assists the Board in periodically evaluating its performance and the performance of the Board committees. Each Board committee conducts periodic self-evaluations and the Board conducts periodicpeer-to-peer evaluations. The effectiveness of individual directors is considered each year when the Board nominates directors to stand for election.

Director Orientation and Education

The Company has developed an orientation program for new directors that they are required to attend and reimburses directors for continuing education.director education (subject to approval by the Chairperson of the Nominating and Corporate Governance Committee). In addition, the directors are given full access to management and other employees as a means of providing additional information.

Director Nomination Process

The Nominating and Corporate Governance Committee reviews the composition of the full Board to identify the qualifications and areas of expertise needed to further enhance the composition of the Board, makes recommendations to the Board concerning the appropriate size and needs of the Board and, on its own, with the

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assistance of other Board members or management, a search firm or others, identifies candidates with those qualifications. In nominating candidates for election by shareholders or by the Board between annual general meetings of shareholders, the Nominating and Corporate Governance Committee takes into account professional experience, understanding of business and financial issues, ability to exercise sound judgment, diversity, leadership, achievements, knowledge, and experience in matters affecting the Company’s business and industry.

The Nominating

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www.seagate.cominvestors.seagate.com, under “Investors—Governance.”the “Governance” tab. Amendments to, or waivers of the Code of Ethics will be disclosed promptly on our website or on a current report onForm 8-K. No such waivers were requested or granted in fiscal year 2018.2019.

Securities Trading Policy and Other Restrictions

The Company prohibits its directorsBoard members and executive officersall employees from taking “short” positions in our securities or engaging in hedging or other monetization transactions with respect to our securities. The Company also prohibits its Board members and all employees from (i) purchasing any financial instruments designed to hedge or offset any decrease in the market value of the Company securities and (ii) engaging in any form of short-term speculative trading in Company securities. Directors, and executive officers, and certain other employees are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan unless the Chief Legal Officer or the Chief Financial Officer providesloan. Further, our Directors, executive officers, and certain other employees are prohibited from trading in our securities absentpre-clearance from our designated compliance officer unless such trades are pursuant to an approved trading plan meeting the requirements of Rule10b5-1 promulgated under the Exchange Act (a“10b5-1 plan”). The10b5-1 plan must be approved by our designated compliance officer and we require that the first trade under a newly approved10b5-1 plan take place after a reasonable “cooling off” period has passed from the director ortime of adoption of the plan; in addition, a Director, executive officer, clearly demonstrates the financial capabilityor other covered employee is only permitted to repay the loan without resort to the pledged securities.useone 10b5-1 plan at a time.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Board has adopted a written policy for approval of transactions with our directors, Director Nominees, executive officers, shareholders that beneficially own more than 5% of our ordinary shares, and immediate family members of such persons (each, a “Related Person”). Pursuant to the policy, if any Related Person has a direct or indirect material interest in a transaction or potential transaction in which the amount involved exceeds $120,000, he or she must promptly report it to the Chief Legal Officer of the Company or her designee. The Nominating and Corporate Governance Committee then reviews any such transactions and determines whether or not to approve or ratify them. In doing so, the Nominating and Corporate Governance Committee considers, among other factors, the extent of the Related Person’s interest; whether the transaction would interfere with the Related Person’s judgment in fulfilling his or her duties to the Company; whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under similar circumstances; whether the transaction is in the interest of the Company and its shareholders; and whether the transaction would present an improper conflict of interest.

In addition, if the transaction involves a director, the Nominating and Corporate Governance Committee will consider whether such transaction would impact such director’s independence under NASDAQ rules or qualifications to serve on Board committees under the Company’s Corporate Governance Guidelines and applicable NASDAQ and SEC rules. The Board has delegated authority to the Chairperson of the Nominating and Corporate Governance Committee to review and approve or ratify transactions where the aggregate amount is expected to be less than $1 million. A summary of any new transactions approved by the Chairperson is provided to the full Nominating and Corporate Governance Committee for its review at the next scheduled committee meeting after such approval.

Josip Relota, Mr. Luczo’sbrother-in-law, is employed as a software engineer by the Company. In connection with such employment in fiscal year 2018,2019, Mr. Relota received a total cash compensation of approximately $207,895 and a$217,429, the remaining portion of his retention bonus of $92,650.$112, and an equity grant with a fair value of $33,383. In addition, Mr. Relota is eligible to participate in our general employee benefit plans including vacation and health plans.on the same terms as other employees. The Nominating and Corporate Governance Committee has ratified the terms of Mr. Relota’s employment and compensation.

On September 19, 2016, the Company entered into a Board Observer Rights Agreement (the “Observer Rights Agreement”) with ValueAct Capital Master Fund L.P. (“ValueAct”) which beneficially owns more than 5% of the Company’s ordinary shares as of August 10, 2018.February 8, 2019. Pursuant to the Observer Rights Agreement, ValueAct is entitled to one seat as a board observer provided that it continues to own not less than 2% of the ordinary shares of the Company. This board observer right was granted to ValueAct in connection with ValueAct’s purchase of 9.5 million ordinary shares of the Company. Under the terms of the Observer Rights Agreement, the Board retains the right to limit access to information and attendance at portions of the Board meetings to the ValueAct board observer at the Board’s discretion and ValueAct is required to comply with the terms of thea Confidentiality Agreement with the Company, which was entered into on the same day. ValueAct was not a related party of the Company at the time the Company entered into these agreements. On April 12, 2018, the Company and ValueAct amended and restated the Confidentiality Agreement.

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COMMITTEES OF THE BOARD

Audit Committee

Members:            Judy Bruner, Chairperson

Mark W. Adams

Mei-Wei Cheng

Dr. Chong Sup ParkWilliam T. Coleman

Stephanie Tilenius

Key Functions:

The Board has determined that all current members of the Audit Committee meet the applicable NASDAQ and SEC standards for membership on the Audit Committee, and that each of Ms. Bruner, Mr. Adams, Mr. Cheng, Dr. ParkColeman and Ms. Tilenius is an audit committee financial expert, as that term is defined by rules of the SEC.

A copy of the charter of the Audit Committee is available on our website,www.seagate.cominvestors.seagate.com, under the heading “Investors—Governance.”“Governance” tab.

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Compensation Committee

Members:            Edward J. Zander, Chairperson

Mark W. Adams

Michael R. Cannon

Jay L. Geldmacher

Dylan Haggart

Key Functions:

The Compensation Committee may form subcommittees composed of two or more of its members for any purpose the Compensation Committee deems appropriate and may delegate to such subcommittees such power and authority as the Compensation Committee deems appropriate. In addition, the Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards of cash or equity securities to any employee who is not a Section 16 officer of the Company under the Company’s incentive compensation or other equity-based plans, provided that such delegation is in compliance with such plan, the Company’s Articles of Association and applicable law.

For a discussion concerning the processes and procedures for determining executive and director compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see the section entitled “Compensation Discussion and Analysis” and “Compensation of Directors,” respectively.

The Board has determined that each member of the Compensation Committee meets all applicable NASDAQ and SEC standards for membership on the Compensation Committee. In addition, the Board has determined that each member of the Compensation Committee qualifies as a“Non-Employee Director” within the meaning ofRule 16b-3 of the Exchange. Exchange Act.

A copy of the charter of the Compensation Committee is available on our website,www.seagate.cominvestors.seagate.com, under the heading “Investors—Governance.”“Governance” tab.

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Nominating and Corporate Governance Committee

Members:            ��      Michael R. Cannon, Chairperson

Dr. Chong Sup Park

Edward J. Zander

Key Functions:

The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined in the NASDAQ listing standards and the Company’s Corporate Governance Guidelines. A copy of the charter of the Nominating and Corporate Governance Committee is available on our website,www.seagate.com, under the heading “Investors–Governance.”

Finance Committee

Members:            Jay L. Geldmacher, Chairperson

Judy Bruner

Mei-Wei Cheng

William T. Coleman

Stephanie TileniusEdward J. Zander

Key Functions:

The Board has determined that each member of the FinanceNominating and Corporate Governance Committee is “independent” as defined in the NASDAQ listing standards and the Company’s Corporate Governance Guidelines.

A copy of the charter of the FinanceNominating and Corporate Governance Committee is available on our website,www.seagate.com,investors.seagate.com, under the heading “Investors—Governance.”“Governance” tab.

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Board, Board Committee and Annual Meeting Attendance

The Board and the Board committees held the following number of meetings during fiscal year 2018:2019:

Each incumbent director attended over 75% or more of the total number of meetings of the Board and the Board committees on which he or she served during fiscal year 2018.2019. The Company’snon-employee directors held executive sessions without management present during the four regularly scheduled quarterly Board meetings held in fiscal year 2018.2019 as well as during committee meetings. It is the Board’s general practice to hold an executive session of the independent directors in connection with regularly scheduled Board and Board committee meetings.

The Company expects all Board members to attend the 20182019 AGM although other commitments may prevent some directors from attending the meeting. All directors who served in such capacity on October 18, 2017,30, 2018 except Mr. Adams and Dr. Park attended the 20172018 Annual General Meeting of Shareholders of the Company (the “2017“2018 AGM”), which was held on October 18, 201730, 2018 in Dublin, Ireland.

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COMPENSATION OF DIRECTORS

Cash and Equity Compensation

Our director compensation program is designed to 1) compensatenon-employee directors fairly for the work required for a company of our size and scope and 2) align theirdirectors’ interests with the long-term interests of our shareholders. The program reflects our desire to attract, retain and utilize the expertise of highly qualified people serving on the Company’s Board. Employee-directors do not receive any additional compensation for serving as a director.

Our fiscal year 20182019 director compensation program fornon-employee directors consisted of the elements set forth in the table below.

Each newly appointed or electednon-employee director (includingnon-employee directorsre-elected at an annual general meeting) receives an initial restricted share unit (“RSU”) award equal in number to $275,000 divided by the average closing share price for the quarter prior to the award, rounded to the nearest whole share. If the appointment occurred other than in connection with the annual election of directors at an annual general meeting, this dollar amount would bepro-rated for the year of appointment. If, prior to commencement of Board service, the new director was an officer or member of the board of directors of an entity acquired by Seagate, the Board may award a lesser number of restricted share units (“RSUs”).RSUs. The grant date for each such award is the date of the director’s election or appointment. Generally, each restricted share unitRSU award will vest on the earlier of the one year anniversary of the grant date or the day prior to the next election of directors at an annual general meeting.meeting (provided such annual general meeting is held at least 50 weeks after the prior meeting). All restricted share unitRSU awards will become fully vested in the event of a “Change of Control” of Seagate (as such term is defined in the Seagate Technology plc 2012 Equity Incentive Plan (the “2012 Plan”(“EIP”)).

In addition to the cash compensation and equity awards, all members of the Board are reimbursed for their reasonableout-of-pocket travel expenses incurred in attending Board meetings and other Board relatedBoard-related activities.

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Share Ownership Requirement

To align the interests of directors with the Company’s shareholders, the Board has adopted a share ownership requirement of four times the annual board cash retainer fornon-executive directors. Until a director satisfies the mandatory ownership level, he or she may not sell more than that number of (i) shares that vest pursuant to any outstanding restricted share award or restricted share unitRSU award or (ii) shares that are obtained upon the exercise of any option as is necessary, in each case, to cover the tax liability associated with the vesting or exercise of the equity award. Once a director has attained the minimum level of Company share ownership, a director must maintain this minimum level of Company share ownership until his or her resignation or retirement from the Board. In setting the share ownership requirement, the Board considered the input of the independent compensation consultant, the Company’s currentthen-current share price and the period of time, generally, that it would take a director to reach the required ownership level. Executive directors are subject to the share ownership requirements described in the section entitled “Compensation Discussion and Analysis” of this Proxy Statement.

Fiscal Year 20182019Non-Employee Director Compensation

The compensation paid or awarded to ournon-employee directors for fiscal year 20182019 is set forth in the table below.

2223

The aggregate number of unvested RSUsoutstanding awards for each of ournon-employee directors as of June 29, 201828, 2019 is set forth in the table below.

2324

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of August 26, 2018,2019, the beneficial ownership of our ordinary shares by each directorof our directors and Director Nominee of the Company,Nominees, each executive officer of the Company named in the Summary Compensation Table for Fiscal Year 2018fiscal year 2019 below, and all directors and executive officers of the Company as a group.

2425

The following table sets forth each shareholder which is known by us to be the beneficial owner of more than 5% of the outstanding ordinary shares of the Company. This information is as of August 26, 2018,2019, except as otherwise indicated in the notes to the table.

25

27

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, as amended, requires our directors and certain officers, and persons who beneficially own more than 10% of the Company’s ordinary shares, to file reports of ownership and reports of changes in ownership with the SEC. To the Company’s knowledge, based solely on its review of such forms received by the Company and written representations that no other reports were required, all Section 16(a) filing requirements were complied with for fiscal year 2018.2019.

2628

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2019 Company Highlights

Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form10-K for fiscal year 2019 for a more detailed description of our fiscal year 2019 financial results.

Highlights of fiscal year 2019 financial performance include:

The following table presents certain key financial metrics for the past three fiscal years.

29

Executive Summary

This Compensation Discussion and Analysis provides an overview of our executive compensation program for fiscal year 20182019 and our executive compensation philosophies and objectives, as well as the compensation awarded to our fiscal year 20182019 named executive officers (“NEOs”)., who are listed below.