Seagate Technology Holdings plc DEF 14AProxy Statements

Corporate Governance

Corporate Governance Corporate Governance Guidelines and Committee Charters Our Corporate Governance Guidelines, together with our Board committee charters, provide the framework for the corporate governance of the Company. This promotes the interests of our shareholders and strengthens our Board and management accountability. Below is a summary of our Corporate Governance Guidelines and Board committee charters. We provide our Corporate Governance Guidelines, the charters of each of our Board committees, and our Code of Conduct and Code of Ethics on our website at investors.seagate.com, under 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 for the shareholders. The Board has three standing committees: Audit and Finance, Compensation and People, and Nominating and Corporate Governance. The Board and its committees have the primary responsibilities of: • Reviewing, monitoring, and approving the Company’s strategic direction, annual operating plan, and major corporate actions. • Monitoring and evaluating the performance of the Company. • Hiring and evaluating the performance of our CEO. • Reviewing and approving compensation of the CEO and other executive officers. • Reviewing and approving CEO succession planning. • Overseeing the Company’s management. • Overseeing the Company’s ethical and legal compliance, including the Code of Conduct and Code of Ethics. • Overseeing the Company’s enterprise risk management processes and programs. Sustainability Governance Matters Our values—Integrity, Innovation, and Inclusion—underpin our strategy and our approach to sustainability governance matters. Seagate is committed to developing and maintaining sustainable and responsible practices in its global operations. Management regularly reports to our Board on the outcomes of related programs and processes, as well as on other matters such as employee development and employee health and safety. The Board is responsible for overseeing sustainability opportunities and related risks. Given the multi-faceted nature of the Company’s approach to sustainability and its integration into our overall strategy, the Board believes each of its committee