NetApp, Inc DEF 14A, filed Jul 28, 2023

NetApp, Inc. (NTAP)

DEF 14A 2023-07-28 For: 2023-09-13

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Added on June 12, 2026

About this DEF 14A

NetApp, Inc filed this DEF 14A on July 28, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

●	Operational simplicity: NetApp’s use of open source, open architectures and APIs, microservices, and common capabilities and data services facilitate the creation of applications that can run anywhere.
●	Flexibility and consistency: NetApp makes moving data and applications between environments seamless through a common storage foundation across on-premises and multicloud environments.
●	Cyber resilience: NetApp unifies monitoring, data protection, security, governance, and compliance for total cyber resilience – with consistency and automation across environments.
●	Continuous operations: NetApp uses AI-driven automation for continuous optimization to service applications at the lowest possible costs.
●	Sustainability: NetApp has industry-leading tools to audit consumption, locate waste, and set guardrails to stop overprovisioning.


1992	~ 12,000	$6.36B
year incorporated	employees	in FY23 net revenues


Put the Customer at the Center	Care for Each Other and Our Communities	Build Belonging Every Day
We aim to know our customers’ journeys, show up with a strong point of view, and become customers’ trusted, indispensable partner and ally.	We try to be humble and kind, work to make each other and our communities better, and strive to make deep, authentic connections with each other.	We aim to build belonging by being visible champions, making room for other voices, and embedding diversity and inclusion into every decision.


	Embrace a Growth Mindset		Think and Act as Owners
	We choose progress over perfection, invest in ourselves and learn from new experiences and each other.		In striving to create the future of today, we are accountable and act with integrity and speed.

$6.4B NET REVENUES	$1.3B GAAP NET INCOME $1.1B CASH FLOWS FROM OPERATIONS	EARNINGS PER SHARE GAAP⁽³⁾$5.79 NON-GAAP⁽⁴⁾$5.59
PUBLIC CLOUD ARR⁽²⁾ $620M
ALL FLASH ARRAY REVENUE $3.0B


⁽¹⁾	Our fiscal year is reported on a 52- or 53-week year that ends on the last Friday in April, and our 2023 fiscal year began on April 30, 2022 and ended on April 28, 2023 (“fiscal 2023”).
⁽²⁾	Public Cloud annualized revenue run rate (ARR) is calculated as the annualized value of all Public Cloud customer commitments with the assumption that any commitment expiring during the next 12 months will be renewed with its existing terms.
⁽³⁾	GAAP earnings per share is calculated using the diluted number of shares for the period presented.
⁽⁴⁾	Non-GAAP earnings per share is calculated using the diluted number of shares for the period presented. A reconciliation of non-GAAP to GAAP results can be found in Annex A.


Date	Time	Location
Wednesday, September 13, 2023	3:30 pm Pacific time	On the Internet at www.virtualshareholdermeeting.com/NTAP2023


Who Can Vote	Internet	Phone	Mail
Stockholders as of July 17, 2023 are entitled to notice of and to vote at the Annual Meeting*	www.proxyvote.com	1-800-690-6903	Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope.

Gender Diversity	33.3% Female
Age	62.9 years Nominee average age
Tenure	9.1 years Nominee average tenure
Independence	●8 of 9 nominees are independent ●All members of the Audit Committee, Talent and Compensation Committee, and Corporate Governance and Nominating Committee are independent
Highly Engaged Board	●95.91% overall attendance rate at Board and Board committee meetings ●6 Board and 20 Board committee meetings during fiscal 2023
Stockholder Engagement	●Fiscal 2023 stockholder outreach program reached out to stockholders representing an aggregate of 64% of issued and outstanding shares ●Topics discussed included our Board and Board committee composition and refreshment, business strategy, corporate governance practices including stockholder rights provisions, executive pay, and our ESG efforts

7/9	9/9	7/9	9/9

Financial	Executive Level Leadership	Human Capital Management	Strategy
7/9	5/9	9/9	6/9

Sales & Marketing	Cybersecurity	Technology	Risk Management

●	Pay for performance – aligning pay with a balanced view of performance across leadership priorities to support stockholders’ interest in sustainable results;
●	Appropriate pay levels – ensuring targets are reasonable based on the position, performance and market context; and
●	Strong governance – structuring our program with a balanced incentive design to promote the successful execution of our strategic objectives and dutifully manage risk.

Pay Mix of CEO⁽¹⁾	Average Pay Mix of other NEOs⁽¹⁾

	Salary		Performance-Based Long-Term Incentive (PBRSUs)
	Annual ICP at Target		Service-Vested Long-Term Incentive (RSUs)

Ratification of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm
The Company is asking the stockholders to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 26, 2024.

Stockholder Proposal Regarding Special Shareholder Meeting Improvement

Amendment to the Company’s Employee Stock Purchase Plan
The Company is asking the stockholders to approve an amendment to the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to increase the number of shares of common stock of the Company (“shares”) authorized for issuance under the Purchase Plan by an additional 3,000,000 shares. The amendment was approved by the Board on July 24, 2023, subject to stockholder approval. The requested increase of 3,000,000 shares represents approximately 1.42% of the outstanding shares of the Company’s common stock as of July 17, 2023. The Company’s NEOs have an interest in this Proposal No. 6 due to their ability to participate in the Purchase Plan. A copy of the Purchase Plan, as proposed to be amended, is attached as Appendix A to this Proxy Statement and is incorporated herein by reference. We are asking our stockholders to increase the number of shares authorized for issuance under the Purchase Plan to ensure that the Company can maintain a sufficient reserve of shares available under the Purchase Plan. A sufficient reserve will ensure that the Purchase Plan continues to provide eligible employees of the Company and its participating affiliates (whether now existing or subsequently established) with the opportunity to purchase shares at semi-annual intervals through their accumulated periodic payroll deductions. Our Board believes that it is in the best interests of the Company and its stockholders to continue to provide employees with the opportunity to acquire an ownership interest in the Company through their participation in the Purchase Plan and thereby encourage them to remain in the Company’s employ and more closely align their interests with those of the stockholders.

Amendment to the Company’s 2021 Equity Incentive Plan
The Board is requesting that our stockholders vote in favor of amending the NetApp, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock of the Company available for issuance thereunder by 12,700,000 shares and to clarify how the share limit under the 2021 Plan is calculated (collectively, the “Share Increase Amendment”). The Share Increase Amendment was approved by the Board on July 24, 2023, subject to stockholder approval. No other amendments are being proposed to the 2021 Plan other than the Share Increase Amendment. If the Share Increase Amendment is approved, the share limit under the 2021 Plan will be 22,465,221 shares, which equals the 10,000,000 shares initially approved for issuance under the 2021 Plan in 2021 plus the 12,700,000 share increase, less the 234,779 shares granted under the 1999 Plan between July 16, 2021 and the date the 1999 Plan terminated. A copy of the 2021 Plan, as proposed to be amended, is attached as Appendix B to this Proxy Statement and is incorporated herein by reference. The 12,700,000 shares requested reflects the number of shares we forecast to be necessary to support our equity compensation program for the current fiscal year 2024 and through fiscal year 2025 based on our recent burn rate history and new hire and annual grant practices. Based on the closing price per share of Company common stock of $78.02 on July 17, 2023, the aggregate market value of the 12,700,000 additional shares available for equity awards under the 2021 Plan if this proposal is approved would be approximately $990,854,000. As of July 17, 2023, we had 1,175,619 shares remaining available for issuance under the 2021 Plan (which number assumes that the Contingent Awards, as defined below, are settled in cash rather than shares). The 2021 Plan is the Company’s only current plan for granting equity incentive compensation to our employees, other than the Company’s Employee Stock Purchase Plan, which allows employees to purchase our stock at a discount. Such remaining shares were insufficient to support our annual equity grant cycle for fiscal 2024, including the Contingent Awards. To support our ability to maintain a market-competitive annual equity compensation program for our equity-eligible employees, on July 13, 2023, the Talent and Compensation Committee granted 132,476 Service-Vested Restricted Stock Units (“RSUs”) and 326,510 Performance-Based Restricted Stock Units (“PBRSUs”, with the number of PBRSUs assuming target performance) to the NEOs and 3,570,309 of RSUs and 163,906 of PBRSUs more broadly through the organization to 5,023 of other eligible employees (collectively, the “Contingent Awards”). If stockholders do not approve a share increase of the maximum aggregate number of shares that may be subject to awards under the 2021 Plan in an amount of shares, when taken together with all amounts of shares previously approved for issuance under the 2021 Plan, sufficient to permit all then-outstanding awards under the 2021 Plan to settle in shares (such as Proposal No. 7), the Contingent Awards will be settled, if earned based on achieved performance results or eligible to vest based on continued service requirements, in an amount of cash equal to the product of (x) the fair market value of one share of our common stock on the day immediately preceding the vesting date and (y) the number of vested RSUs or earned PBRSUs, as applicable, provided that Contingent Awards granted to individuals in Israel and the United Kingdom (the “Select Non-U.S. Awards”) will not be settled in cash and will be cancelled if such approval is not obtained on or before December 31, 2023. If Proposal No. 7 is approved, the Contingent Awards will be settled in shares if earned. The Company’s named executive officers, directors and director nominees have an interest in this proposal as they are eligible to receive awards under the 2021 Plan. If stockholders do not approve this Proposal No. 7, we anticipate that the shares under the 2021 Plan that remain available for grant would not be sufficient to continue to provide equity incentives in accordance with our current levels. Once the share reserve under the 2021 Plan is exhausted, the Company may continue to elect to provide compensation through other means, such as cash-settled awards or other cash compensation.

About NetApp	3
Meeting Notice and Voting Roadmap	5
Corporate Governance Matters	14
PROPOSAL 1 - Election of Directors	14
Our Board of Directors	15
Corporate Governance	27
Director Compensation	36
Executive Compensation	39
PROPOSAL 2 - Advisory Vote to Approve Named Executive Officer Compensation	39
Compensation Discussion and Analysis	40
Talent and Compensation Committee Report	62
Executive Compensation Tables and Related Information	63
Termination of Employment and Change of Control Agreements	70
Pay Ratio	76
Pay Versus Performance	77
PROPOSAL 3 - Advisory Vote on Frequency of “Say-on-Pay” Vote	81
Audit Committee Matters	82
PROPOSAL 4 - Ratification of Independent Registered Public Accounting Firm	82
Principal Accountant Fees and Services	82
Audit Committee Report	83
Special Meeting Stockholder Proposal	84
PROPOSAL 5 - Stockholder Proposal Regarding Special Shareholder Meeting Improvement	84
Equity Plan Matters	87
PROPOSAL 6 - Amendment to the Company’s Employee Stock Purchase Plan	87
PROPOSAL 7 – Amendment to the Company’s 2021 Equity Incentive Plan	93
Additional Information	104
Security Ownership of Certain Beneficial Owners and Management	104
Delinquent Section 16(a) Reports	105
Certain Transactions with Related Parties	105
General Information	106
Other Business	110
Annex A	111
Non-GAAP Financial Measures	112
Appendix A	114
Amended Employee Stock Purchase Plan	114
Appendix B	124
Amended 2021 Equity Incentive Plan	124

	Index of Frequently Requested Information
	Auditor Fees	82
	Beneficial Ownership Table	104
	Board Diversity Matrix	25
	Board Leadership	28
	CEO Pay Ratio	76
	Clawback Policies	61
	Code of Conduct	33
	Compensation Consultant	48
	Corporate Governance Guidelines	27
	Director Attendance	25
	Director Independence	25
	Director Biographies	17
	Director Skills Matrix	24
	Financial Performance	40
	Peer Group	48
	Related Party Transactions	105
	Stock Ownership Guidelines	61
	Succession Planning	29
	Summary Compensation Table	63

	Election of Directors
	Introduction At the Annual Meeting, nine (9) directors will be elected to serve until the 2024 Annual Meeting or until successors for such directors are elected and qualified, or until the death, resignation or removal of such directors. The Board has nominated for re-election nine (9) of the Company’s current directors, as listed below: ●T. Michael Nevens ●Deepak Ahuja ●Gerald Held ●Kathryn M. Hill ●Deborah L. Kerr ●George Kurian ●Carrie Palin ●Scott F. Schenkel ●George T. Shaheen
	Each person nominated has consented to being named in this Proxy Statement and has agreed to serve as a director, if elected. The Board has no reason to believe that any nominee will be unavailable or will decline to serve as a director. In the event, however, that any nominee is unable or declines to serve as a director, the proxies will be voted for any nominee who is designated by our Board to fill the vacancy and following appropriate disclosure of the identity of that individual. The proxies solicited by this Proxy Statement may not be voted for more than nine (9) nominees. Information Regarding the Nominees Information regarding the qualifications and experience of each of the nominees may be found in the section of this proxy titled “Our Board of Directors.” Vote Required In an uncontested election, to be elected to our Board, each director nominee must receive the affirmative vote of shares representing a majority of the votes cast, meaning that the number of votes “FOR” such director nominee must exceed the number of votes “AGAINST” such director nominee. Under our Corporate Governance Guidelines, each director is required to submit in advance an irrevocable, conditional resignation that will be effective only upon both (1) the failure to receive the required vote at the next stockholders’ meeting at which the director faces reelection; and (2) our Board’s acceptance of such resignation. If an incumbent director fails to receive the required vote for reelection, the Corporate Governance and Nominating Committee will act to determine whether to accept the director’s irrevocable, conditional resignation and will submit its recommendation to our Board for consideration.
	Recommendation of the Board
	Our Board of Directors Unanimously Recommends That Stockholders Vote FOR each Director Nominee.

			Director Since	Committee Membership†			Other Current Public Directorships
Name and Principal Occupation	Independent	Age	Director Since	A	CGN	TC	Other Current Public Directorships
T. Michael Nevens, Chair Senior Advisor, Permira Funds		73	2009				Ciena Corporation
Deepak Ahuja Chief Business and Chief Financial Officer, Zipline		60	2020	*
Gerald Held Chief Executive Officer, Held Consulting, LLC		75	2009				Informatica Corporation
Kathryn M. Hill		66	2013				Moody’s Corporation Celanese Corporation
Deborah L. Kerr Managing Partner, Warburg Pincus		51	2017				Chico’s FAS, Inc. Vodafone Group Plc
George Kurian Chief Executive Officer, NetApp		56	2015				Cigna Corporation
Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc.		51	2021
Scott F. Schenkel		55	2017
George T. Shaheen Special Advisor to CEO and Global Management Committee, Andersen LLP		79	2004				Marcus & Millichap Inc. Green Dot Corporation

A – Audit	TC – Talent and Compensation	CGN – Corporate Governance and Nominating		Chair		Member
* Audit Committee Financial Expert † Membership as of April 28, 2023


FINANCIAL		SALES & MARKETING
NetApp is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who have the ability to analyze financial statements, oversee budgets and allocate capital are key to supporting the Board’s oversight of our financial reporting and functions.		Directors with sales, marketing or brand management experience provide valuable guidance and oversight of our efforts to grow sales and enhance our brand, including in new markets.

EXECUTIVE LEVEL LEADERSHIP		CYBERSECURITY
Directors who have served in senior leadership roles in other organizations have experience in identifying and developing leadership qualities, motivating and managing others, and managing organizations, which is key to the effective oversight and development of management. Directors with senior leadership experience also contribute practical insight into business strategy and operations.		Experience in understanding information technology, and managing or oversight of cybersecurity threats to enterprise operations is important to mitigate risks to our business.

HUMAN CAPITAL MANAGEMENT		TECHNOLOGY
Our people are one of our most valuable assets. We value directors who have experience with the practices used by organizations for recruiting the right people, managing and developing workforces effectively, and optimizing productivity.		We seek directors who have experience working with or for companies that research or develop leading-edge technologies, such as software/hardware development, high-tech manufacturing, and cloud computing because it is core to understanding our markets, R&D, manufacturing, and supply chain.

STRATEGY		RISK MANAGEMENT
Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision. The dynamic markets in which NetApp operates require a Board with strategic insights gained through multi-faceted prior experiences, including scaling businesses, acquisitions, and large scale transformations.		Experience identifying, mitigating, and managing risk helps our directors effectively fulfill their duty to oversee our risk management programs.

Skills	T. Michael Nevens Chair of the Board	Age	73
	Independent	Director Since	2009
	Professional Highlights Mr. Nevens is an Emeritus Senior Advisor at Permira Funds, an international private equity fund. Prior to his position with Permira Funds, Mr. Nevens spent 23 years advising technology companies with McKinsey & Company, where he managed the firm’s Global High Tech Practice and chaired the firm’s IT vendor relations committee. He also served on the board of the McKinsey Global Institute, which conducts research on economic and policy issues. Mr. Nevens has served as the Chair of the Board since June 2015. Mr. Nevens currently serves on the board of directors of Ciena Corporation, a telecommunications networking equipment and software services company, and on the board of directors of Longbow Technology, a private cybersecurity company.
	Other Public Company Directorships (past 5 years) ●Ciena Corporation (2014 – present) Additional Private Company Directorships (past 5 years) ●Longbow Technology (2021 – present) Education ●University of Notre Dame (B.S., Physics) ●Purdue University (M.S., Industrial Administration)	Committees ●Audit ●Corporate Governance and Nominating (Chair)
	Qualifications As an investor in, and advisor to, technology companies, Mr. Nevens brings to the Board extensive expertise and insight into growth, management, competitive strategy and strategic long-term business planning, as well as expert knowledge of enterprise technology. Through his extensive tenure as a member of the board of directors of both public and private companies, Mr. Nevens brings a wealth of experience advising companies through dynamic economic and market conditions. Additionally, Mr. Nevens provides the Board with insight on corporate governance changes affecting public companies.

Skills	Deepak Ahuja	Age	60
	Independent	Director Since	2020
	Professional Highlights Mr. Ahuja joined Zipline as its Chief Business and Financial Officer on September 30, 2022, where he oversees global financial operations, including finance, accounting, investor relations and global sales, excluding the Africa region. Before joining Zipline, Mr. Ahuja was Chief Financial Officer (CFO) of Verily Life Sciences from 2020 through September 2022. Previously, he served as CFO of Tesla from 2008 to 2015 and from 2017 to 2019. As one of Tesla’s longest-serving executives, Mr. Ahuja played a role in the company’s rise from startup to a large cap energy company. He was Tesla’s first finance chief and helped guide it through its IPO in addition to raising several billion dollars of capital to fuel its growth. Prior to Tesla, Mr. Ahuja was at Ford Motor Company for 15 years in a variety of finance roles, which provided him experiences in manufacturing, marketing and sales, product development, treasury, and acquisitions/ divestitures. Mr. Ahuja was named CFO of the year in 2010 for small public companies by Silicon Valley Business Journal. In 2014, he was named Bay Area CFO of the year for large public companies by San Francisco Business Times.
	Education ●Carnegie Mellon University (M.S., Industrial Administration) ●Northwestern University Pennsylvania (M.S., Materials Engineering) ●Banaras Hindu University (B.Tech, Ceramic Engineering)	Committees ●Audit (Chair)
	Qualifications In addition to extensive financial leadership experience acquired over 20 years in a variety of roles at Zipline, Verily, Tesla and Ford, Mr. Ahuja brings to the Board substantial experience in managing high growth, innovative technology companies, and overseeing risk management in high growth conditions and strategic financial transactions. Mr. Ahuja qualifies as an “audit committee financial expert” under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Skills	Gerald Held, Ph.D.	Age	75
	Independent	Director Since	2009
	Professional Highlights Dr. Held has, after many years leading pioneering work in the data management field, spent over 20 years as a consultant to a wide variety of technology companies, ranging from early-stage startups to large publicly traded companies. From 2006 to 2010, he was the Executive Chairman of Vertica Systems, an analytic database company that was acquired by Hewlett-Packard Company. Dr. Held served in director and executive roles at a variety of technology companies, including Business Objects SA, Tandem Computers, Inc., Oracle Corporation, Openwave Systems Inc., and SingleStore (formerly MemSQL Inc.). Dr. Held currently serves on the board of directors of Informatica Corporation, a data management company, and on the board of directors of several private companies, including Copia Global Inc. and Madaket, Inc.
	Other Public Company Directorships (past 5 years) ●Informatica Corporation (2008 – present) Additional Private Company Directorships (past 5 years) ●Madaket, Inc. (2016 – present) ●Copia Global Inc. (2011 – present) ●Tamr, Inc. (2013 – 2021) ●SingleStore (formerly MemSQL, Inc.) (2015 – 2017) Education ●Purdue University (B.S., Electrical Engineering) ●University of Pennsylvania (M.S., Systems Engineering) ●UC Berkeley (Ph.D., Computer Science)	Committees ●Compensation
	Qualifications As a successful entrepreneur, executive, consultant and investor in technology companies, Dr. Held brings to the Board a strong technical background and extensive experience in the data management field, entrepreneurial experience and insights into the Cloud space, and over 40 years of experience in developing, managing and advising technology organizations and leading edge start-up companies through all stages of growth. Through his broad technology experience, Mr. Held also provides the Board with strong product, product marketing and customer insights, as well as expertise in technological trends and developments.

Skills	Kathryn M. Hill	Age	66
	Independent	Director Since	2013
	Professional Highlights Ms. Hill has more than 30 years of experience as a business leader and product developer of data network technologies. She served in various leadership positions in engineering and operations at Cisco from 1997 to 2013, including: Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009 and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Prior to Cisco, Ms. Hill held a number of engineering roles at various technology companies. Ms. Hill currently serves on the board of directors of Celanese Corporation and Moody’s Corporation.
	Other Public Company Directorships (past 5 years) ●Celanese Corporation (2015 – present) ●Moody’s Corporation (2011 – present) Education ●Rochester Institute of Technology (B.S., Computational Mathematics)	Committees ●Audit ●Corporate Governance and Nominating
	Qualifications Ms. Hill brings to the Board more than 30 years of experience in management and leadership of global engineering and operations organizations, including executive roles at Cisco during a time of tremendous growth in technology and applications. Through her extensive leadership experience and strong background in information technology and business operations, Ms. Hill brings unique insights into information technology for the enterprise and management of large scale engineering organizations. Ms. Hill also has extensive experience as a public company board member, including knowledge of ESG and expertise in executive compensation.

Skills	Deborah L. Kerr	Age	51
	Independent	Director Since	2017
	Professional Highlights Ms. Kerr is a Managing Partner and Co-Head of Value Creation of Warburg Pincus, where she joined in 2017 as a Senior Advisor and as Managing Director in 2019. Previously, Ms. Kerr served as Executive Vice President and Chief Product and Technology Officer at Sabre Corporation from 2013 to 2017 and as Executive Vice President, Chief Product and Technology Officer at FICO from 2009 until 2012. Prior to her time at Sabre Corporation and FICO, Ms. Kerr held senior leadership roles at Hewlett-Packard, Peregrine Systems and NASA’s Jet Propulsion Laboratory. Ms. Kerr currently serves on the board of directors of Vodafone Group Plc, where she serves as a member of the audit and technology committees, and Chico’s FAS, Inc., where she serves as a member of the Governance and Nominating, Human Resources and Compensation, and ESG committees.
	Other Public Company Directorships (past 5 years) ●Vodafone Group Plc (2022 – present) ●Chico’s FAS, Inc. (2017 – present) ●EXLService Holdings (2015 – 2021) ●International Airline Group (2018 – 2020) Additional Private Company Directorships (past 5 years) ●defi Solutions (2020 – present) ●TRC (2022 – present) ●GA Foods (2021 – 2023) Education ●Cal State University, Northridge (B.A., Psychology) ●Azusa Pacific University (M.S., Computer Science)	Committees ●Audit
	Qualifications With over 30 years of diverse experience leading product and technology organizations, Ms. Kerr is a proven technology executive in the software industry who brings extensive leadership, product and technology experience, expertise in cloud and digital, and significant public company board experience to the Board. Ms. Kerr brings significant operational experience and valuable knowledge regarding executing successful transformations, accelerating growth and innovation, and managing risk and change in complex environments.

Skills	George Kurian	Age	56
	Chief Executive Officer	Director Since	2015
	Professional Highlights Mr. Kurian was appointed Chief Executive Officer of NetApp, and has served as a member of the Board, since 2015. From 2013 to 2015, he was executive vice president of product operations, overseeing all aspects of technology strategy and product and solutions development across our product portfolio. Mr. Kurian joined NetApp in April 2011 as the senior vice president of the storage solutions group and was appointed to senior vice president of the Data ONTAP group in December 2011. Prior to NetApp, from 2002 to 2011, Mr. Kurian held several positions at Cisco Systems, including most recently as vice president and general manager of the application networking and switching technology group. From 1999 to 2002, Mr. Kurian was the vice president of product management and strategy at Akamai Technologies. Prior to that, he was a management consultant with McKinsey & Company, and led software engineering and product management teams at Oracle Corporation. Mr. Kurian is a board member at Cigna Corporation, a global health services company.
	Other Public Company Directorships (past 5 years) ●Cigna Corporation (2021 – present) Education ●Princeton University (B.S., Electrical Engineering) ●Stanford University (M.B.A.)
	Qualifications As the Company’s Chief Executive Officer, Mr. Kurian brings exceptional leadership skills, human capital management expertise, and extensive experience and knowledge of the Company’s business, operations and strategy, which enable him to keep the Board apprised of significant developments impacting the Company and the industry and to guide the Board’s discussion and review of the Company’s strategy.

Skills	Carrie Palin	Age	51
	Independent	Director Since	2021
	Professional Highlights Ms. Palin joined Cisco Systems, Inc. in June 2021 as Senior Vice President and Chief Marketing Officer. Previously, she served as Senior Vice President and Chief Marketing Officer of Splunk Inc. from February 2019 to April 2021. Prior to Splunk, she served as Senior Vice President and Chief Marketing Officer of both Box, Inc. and SendGrid, Inc. (which was acquired by Twilio, Inc.) from 2016 to 2018 and 2018 to 2019, respectively. Previously, she served as Vice President of Marketing for IBM’s Cloud Data Services and held myriad marketing leadership roles during her 16-year career at Dell. She currently serves on the board of directors of EnterpriseDB, a private software and services company.
	Additional Private Company Directorships (past 5 years) ●EnterpriseDB (2020 – present) Education ●Texas Christian University (B.S., Communications)	Committees ●Compensation
	Qualifications With over 20 years of experience leading sales and marketing organizations, Ms. Palin is a leader in the software industry who brings to the Board extensive leadership, global go-to-market strategy, sales and marketing experience, and expertise in the cloud. Due to Ms. Palin’s strong advocacy at Cisco for Women in Technology and experience driving diversity, equity and inclusion initiatives, she brings valuable insights to the Board regarding the development, engagement, and championship of diversity and inclusion for employees.

Skills	Scott F. Schenkel	Age	55
	Independent	Director Since	2017
	Professional Highlights Mr. Schenkel has more than 25 years of extensive business and financial leadership expertise across healthcare, technology and commerce industries. He served as the interim Chief Executive Officer of eBay, Inc. from September 2019 to April 2020. He joined eBay, Inc. in 2007 and served as Senior Vice President and Chief Financial Officer from 2015 to 2019, leading finance, analytics and information technology. He also served as Senior Vice President and Chief Financial Officer of eBay Marketplace from 2009 to 2015 and as Vice President of Global Financial Planning and Analytics. Previously, Mr. Schenkel spent nearly 17 years at General Electric Company in a variety of finance roles.
	Additional Private Company Directorships (past 5 years) ●Martis Camp Club (2019 – present) ●Forter (2022 – present) Education ●Virginia Polytechnic Institute and State University (B.S., Finance)	Committees ●Compensation (Chair)
	Qualifications Mr. Schenkel brings to the Board more than 25 years of extensive corporate and financial leadership, and operational expertise across technology and commerce industries. Mr. Schenkel has deep knowledge of financial and accounting issues, and a wealth of experience with financial planning and analytics, strategy, audit, mergers and acquisitions, Six Sigma and process improvement. Mr. Schenkel also provides the Board with top-level leadership perspective in organizational management and operations.

Skills	George T. Shaheen	Age	79
	Independent	Director Since	2004
	Professional Highlights Mr. Shaheen, who joined Andersen LLC in July 2022 as Special Advisor to CEO and Global Management Committee, has served in a variety of senior leadership roles, including Chief Executive Officer and Chairman of the Board of Directors of Entity Labs, Ltd., a technology company in the data collection, storage and analytics space, Chief Executive Officer of Siebel Systems, Inc., a customer relationship management software company, Chairman of the Board of Webvan Group, Inc. and Global Managing Partner of Andersen Consulting, which later became Accenture. In addition to his public and private board service, Mr. Shaheen has also served as an IT Governor of the World Economic Forum and on the Board of Advisors of Northwestern University Kellogg Graduate School of Management and the Board of Trustees of Bradley University.
	Other Public Company Directorships (past 5 years) ●Marcus & Millichap Inc. (2013 – present) ●Green Dot Corporation (2013 – present) ●Korn/Ferry International (2007 – 2019, 2020 – 2022) Additional Private Company Directorships (past 5 years) ●247.ai (2005 – present) Education ●Bradley University (B.S., Business) ●Bradley University (M.B.A.)	Committees ●Compensation ●Corporate Governance and Nominating
	Qualifications Mr. Shaheen brings to the Board significant executive and strategic experience leading, managing and advising technology companies and expertise in compliance matters as a result of his service on public and private company boards and their audit and compensation committees. Mr. Shaheen provides unique perspectives on leading large organizations and executive teams as a result of his lengthy career as a chief executive officer. His consulting background gives him keen insight into sales and the customer-based service aspect of the Company’s operations.

Total Number of Directors	9
		Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		3	6	0	0
Part II: Demographic Background
African American or Black		0	0	0	0
Alaskan Native or Native American		0	0	0	0
Asian		0	2	0	0
Hispanic or Latinx		0	0	0	0
Native Hawaiian or Pacific Islander		0	0	0	0
White		3	4	0	0
Two or More Races or Ethnicities		0	0	0	0
LGBTQ+⁽¹⁾		0
Did Not Disclose Demographic Background⁽¹⁾		1