NetApp, Inc PRE 14A, filed Jul 20, 2021

NetApp, Inc. (NTAP)

PRE 14A 2021-07-20 For: 2021-09-10

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1992	~ 11,000	$5.74
year incorporated	employees	billion in FY21 revenue


Trust & Integrity	Leadership	Simplicity
We are committed to earning the trust and confidence of our teammates and to always acting for the absolute good of the whole.	We transform individual effort into high- performance teams that are prepared for expanding roles and challenges.	We maintain simplicity in our internal processes and structures with objectives that are succinct, quantitative, and time bound.


Adaptability	Teamwork	Go Beyond
We remain agile, flexible, and nimble to thrive in an evolving business environment.	Through collaboration, we strive for win/ win solutions to issues and problems. Personal success is realized through team achievements.	We embrace creativity, risk taking, and continuous improvement, enabling us to make and meet aggressive commitments.

$5.74B NET REVENUES	$733M GAAP NET INCOME $1.33B CASH FLOWS FROM OPERATIONS	EARNINGS PER SHARE GAAP⁽⁴⁾$3.23 NON-GAAP⁽⁵⁾$4.06

CLOUD ARR⁽²⁾ INCREASED 171% Y/Y

ALL FLASH ARRAY ANNUALIZED REVENUE RUN RATE⁽³⁾INCREASED 11% Y/Y

⁽¹⁾	Our fiscal year is reported on a 52- or 53-week year that ends on the last Friday in April, and our 2021 fiscal year began on April 25, 2020 and ended on April 30, 2021 (“fiscal 2021”).
⁽²⁾	Cloud services annualized revenue run-rate is calculated as the annualized value of all Public Cloud Services customer commitments as of the last day of the quarter, with the assumption that any commitment expiring during the next 12 months will be renewed with its existing term.
⁽³⁾	All flash array annualized net revenue run-rate is determined by products and services revenue for the current period, multiplied by 4.
⁽⁴⁾	GAAP earnings per share is calculated using the diluted number of shares for the period presented.
⁽⁵⁾	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
Friday, September 10, 2021	3:30 p.m. Pacific time	On the Internet at www.virtualshare holdermeeting.com/ NTAP2021

Voting
Who Can Vote	Stockholders as of July 16, 2021, are entitled to notice of and to vote at the Annual Meeting.
Internet	www.proxyvote.com
Phone	1-800-690-6903
Mail	Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope.

	Election of Directors
	Board Demographics
	Gender	33.3% Female
	Age	59.7 years Nominee average age
	Tenure	6.7 years Nominee average tenure
	Independence	●8 of 9 nominees are independent ●All members of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating are independent
	Highly Engaged Board	●100% overall attendance rate at Board and Board committee meetings ●8 Board and 21 Board committee meetings during fiscal 2021
	Relevant Skills and Experience

7/9	9/9	9/9

Financial	Executive Level Leadership	Strategy
7/9	9/9	6/9

Sales & Marketing	Technology	Risk Management

	Advisory Vote to Approve Named Executive Officer Compensation
	Executive Compensation Objectives The Board believes that executive compensation is a meaningful tool to communicate, align and reinforce business priorities that support our stockholders’ interests. We also believe it is an important element in the attraction, retention and recognition of our leadership and key talent – a strong competitive advantage for NetApp. In designing an effective structure, the Compensation Committee follows the certain principles: ●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. Our Fiscal 2021 Compensation Highlights and Target Pay Mix In line with our compensation objectives and as noted in our pay mix summaries below, the pay mix for our chief executive officer and other Named Executive Officers (‘NEOs”) for fiscal 2021 is largely performance based with a significant percentage provided in at-risk pay. As described further in our Compensation Discussion & Analysis (“CD&A”), our financial operating performance in fiscal 2021 exceeded plan, thereby resulting in above-target annual bonuses. However, we did not achieve the long-term incentive performance target under our Performance-based Restricted Stock Units (“PBRSUs”), based on three-year profitability and total shareholder return performance for the fiscal 2019 – 2021 performance period. Accordingly, the payout for PBRSUs was below target. With our demonstrated pay alignment, continued focus on evolving our compensation programs in support of business objectives, commitment to stockholder engagement and history of strong Say-on-Pay results, the Board recommends voting for this proposal.
	Pay Mix of CEO⁽¹⁾	Average Pay Mix of other NEOs⁽¹⁾


	⁽¹⁾ Charts reflect target Annual ICP value and ongoing target equity award value and excluding the one-time awards to Mr. Cernuda. Amounts reflected in these charts may differ from the amounts in the Summary Compensation Table because the values in the Summary Compensation Table are based on accounting standards and reflect actual bonus payouts, not targets.

	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 29, 2022.

	Stockholder Proposal for Stockholder Action by Written Consent

About NetApp		2
Meeting Notice and Voting Roadmap		4
Corporate Governance Matters		9
PROPOSAL 1 - Election of Directors		9
	Our Board of Directors	10
	Corporate Governance	19
	Director Compensation	25
Executive Compensation		28
PROPOSAL 2 - Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)		28
	Compensation Discussion and Analysis	29
	Compensation Committee Report	51
	Executive Compensation Tables and Related Information	52
	Termination of Employment and Change of Control Agreements	58
	Pay Ratio	63
	Compensation Committee Interlocks and Insider Participation	64
Audit Committee Matters		65
PROPOSAL 3 - Ratification of Independent Registered Public Accounting Firm		65
	Principal Accountant Fees and Services	65
	Audit Committee Report	66
Equity Plan Matters		67
PROPOSAL 4 - Approval of the NetApp, Inc. 2021 Equity Incentive Plan		67
PROPOSAL 5 – Amendment to the Company’s Employee Stock Purchase Plan		77
Stockholder Action by Written Consent		83
PROPOSAL 6 - Management Proposal for Stockholder Action by Written Consent		83
PROPOSAL 7 - Stockholder Proposal for Stockholder Action by Written Consent		85
Additional Information		88
	Security Ownership of Certain Beneficial Owners and Management	88
	Certain Transactions with Related Parties	89
	General Information	90
	Other Business	93
Annex A		94
	Non-GAAP Financial Measures	95
Appendix A		A-1
	2021 Equity Incentive Plan	A-1
Appendix B		B-1
	Amended ESPP	B-1
Appendix C		C-1
	Amendment to Certificate of Incorporation	C-1
Appendix D		D-1
	Amendment to Bylaws	D-1

	Index of Frequently Requested Information
	Auditor Fees		66
	Beneficial Ownership Table		88
	Board Leadership		20
	CEO Pay Ratio		63
	Clawback Policies		50
	Code of Conduct		24
	Compensation Consultant		38
	Corporate Governance Guidelines		19
	Director Attendance		17
	Director Independence		17
	Director Biographies		12
	Director Skills Matrix		16
	Financial Performance		29
	Peer Group		38
	Related Party Transactions		89
	Stock Ownership Guidelines		50
	Succession Planning		21
	Summary Compensation Table		52

	Election of Directors
	Introduction At the Annual Meeting, nine (9) directors will be elected to serve until the 2022 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 sections of this proxy titled “Director Nominees” and “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 Proposal Number 1.

			Director Since	Committee Membership				Other Current Public Directorships
Name and Principal Occupation	Independent	Age	Director Since	A		CGN	C	Other Current Public Directorships
T. Michael Nevens, Chair Senior Advisor, Permira Funds		71	2009					Ciena Corporation
Deepak Ahuja Chief Financial Officer, Verily		58	2020		*
Gerald Held Chief Executive Officer, Held Consulting, LLC		73	2009
Kathryn M. Hill		64	2013					Moody’s Corporation Celanese Corporation
Deborah L. Kerr Managing Partner, Warburg Pincus		49	2017					Chico’s FAS, Inc.
George Kurian Chief Executive Officer, NetApp		54	2015					Cigna Corporation
Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc.		49	2021
Scott F. Schenkel		53	2017		*
George T. Shaheen		77	2004					Marcus & Millichap Inc. Green Dot Corporation Korn/Ferry International

A – Audit	C – Compensation	CGN – Corporate Governance and Nominating		Chair		Member
* Audit Committee Financial Expert


FINANCIAL		SALES & MARKETING

Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets are key to supporting the Board’s oversight of our financial reporting and functions.		Experience as sales or marketing executives or other leadership positions is critical to the effective oversight of management.


EXECUTIVE LEVEL LEADERSHIP		TECHNOLOGY

Experience in executive positions in the particular technology industries in which we compete is key to the effective oversight of management.		Experience in researching or developing leading-edge technologies, such as software/hardware development, high-tech manufacturing, and cloud computing is core to understanding our R&D, manufacturing, supply chain, and markets.


STRATEGY		RISK MANAGEMENT

Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision.		Experience identifying, mitigating, and managing risk helps our directors effectively oversee our risk management program.

T. Michael Nevens Chairman of the Board	Age	71
Independent	Director Since	2009
Biography Mr. Nevens has been a senior advisor to Permira Funds, an international private equity fund, since May 2006. Prior to his position with Permira Funds, Mr. Nevens spent 23 years advising technology companies with McKinsey & Co., where he managed the firm’s Global High Tech Practice and chaired the firm’s IT vendor relations committee. Mr. Nevens has served as the Chairman of the Board since June 2015.
Other Public Company Directorships (past 5 years) ● Ciena Corporation (2014 – present) ● Altera Semiconductors, Inc. (2009 – 2015) 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, advisor to and as a current or former member of the board of directors of public and private technology companies, Mr. Nevens brings to the Board extensive expertise and insight into growth, management and governance, as well as expert knowledge of enterprise technology.

Deepak Ahuja	Age	58
Independent	Director Since	2020
Biography Mr. Ahuja joined Verily in 2020 as Chief Financial Officer (CFO). Previously, he served as CFO of Tesla from 2008 to 2015 and from 2017 to 2019. 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.
Other Public Company Directorships (past 5 years) ● FireEye, Inc. (2015 – 2017) Education ● Carnegie Mellon University (M.S., Industrial Administration) ● Northwestern University Pennsylvania (M.S., Materials Engineering) ● Banaras Hindu University (B.Tech, Ceramic Engineering)	Committees ●Audit
Qualifications Mr. Ahuja brings to the Board substantive experience in finance management and leadership acquired over 15 years in a variety of finance roles at Verily, Tesla and Ford.

Gerald Held	Age	73
Independent	Director Since	2009
Biography Dr. Held has been Chief Executive Officer of Held Consulting, LLC, a strategic consulting firm, since 1999. 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, Microplace, Inc., and Bella Pictures, Inc. Dr. Held currently serves on the board of several private companies, including Tamr Inc., Madaket Inc. and Informatica Corporation, a formerly public technology company.
Education ● Purdue University (B.S., Electrical Engineering) ● University of Pennsylvania (M.S., Systems Engineering) ● UC Berkeley (Ph.D., Computer Science)	Committees ●Compensation
Qualifications Dr. Held brings to the Board a strong technical background and over 40 years of experience in developing, managing and advising technology organizations through periods of growth.

Kathryn M. Hill	Age	64
Independent	Director Since	2013
Biography Ms. Hill served in a number of leadership positions in engineering and operations at Cisco Systems, Inc., a communications company, 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.
Other Public Company Directorships (past 5 years) ● Moody’s Corporation (2011 – present) ● Celanese Corporation (2015 – present) Education ● Rochester Institute of Technology (B.S., Computational Mathematics)	Committees ●Compensation (Chair) ●Corporate Governance and Nominating
Qualifications Ms. Hill brings to the Board substantive experience in management and leadership of global engineering and operations teams acquired over her 16 years at Cisco and in her previous roles at other technology companies.

Deborah L. Kerr	Age	49
Independent	Director Since	2017
Biography Ms. Kerr has served as a Managing Partner of Warburg Pincus since January 2019 and as a Senior Advisor from October 2017 to December 2018. 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.
Other Public Company Directorships (past 5 years) ●International Airline Group (2018 – 2020) ●Chico’s FAS, Inc. (2017 – present) ●EXLService Holdings (2015 – 2021) ●DH Corporation (2013 – 2017) Education ●Cal State University, Northridge ●Azusa Pacific University (M.S., Computer Science)	Committees ●Audit
Qualifications With over 25 years of diverse experience leading product and technology organizations, Ms. Kerr is a proven technology leader 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.

George Kurian	Age	54
Chief Executive Officer	Director Since	2015
Biography Mr. Kurian has served as our Chief Executive Officer since June 1, 2015 and served as our President from May 20, 2016 until Cesar Cernuda’s appointment as President on July 1, 2020. Mr. Kurian joined NetApp in 2011 and has served in a variety of senior leadership roles, including Executive Vice President of Product Operations, Senior Vice President of the Data ONTAP group and Senior Vice President of the Storage Solutions Group. Prior to NetApp, Mr. Kurian held leadership positions at Cisco Systems, Akamai Technologies, McKinsey & Company, and Oracle Corporation.
Other Public Company Directorships (past 5 years) ● Cigna Corporation (January 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, 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.

Carrie Palin	Age	49
Independent	Director Since	2021
Biography Ms. Palin joined Cisco Systems, Inc. in June 2021 as Senior Vice President (SVP) and Chief Marketing Officer (CMO). Previously, she served as SVP and CMO of Splunk Inc. from February 2019 to April 2021. Prior to Splunk, she served as SVP and CMO 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.
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 proven leader in the software industry who brings to the Board extensive leadership, sales and marketing experience, and expertise in the cloud.

Scott F. Schenkel	Age	53
Independent	Director Since	2017
Biography Mr. Schenkel 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.
Education ● Virginia Polytechnic Institute and State University (B.S., Finance)	Committees ●Audit (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 qualifies as an “audit committee financial expert” under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

George T. Shaheen	Age	77
Independent	Director Since	2004
Biography Mr. Shaheen 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 – 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 experience leading, managing and advising companies and expertise in compliance matters as a result of his service on public and private company boards and their audit and compensation committees. His consulting background gives him keen insight into sales and the customer-based service aspect of the Company’s operations.

Board	Audit Committee	Corporate Governance & Nominating Committee	Compensation Committee

1	Reviewing and recommendation	The Corporate Governance and Nominating Committee reviews whether the nominee is independent for Nasdaq purposes and recommends a determination to the Board, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.

2	Background check	After considering the function and needs of our Board, the Corporate Governance and Nominating Committee conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates.

3	Meeting	The Corporate Governance and Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Restricted Stock Units ($)⁽²⁾⁽³⁾	Option Awards ($)⁽⁴⁾	Nonequity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
T. Michael Nevens	195,000	310,917	—	—	—	—	505,917
Deepak Ahuja	95,000	239,173	—	—	—	—	334,173
Gerald Held	90,000	239,173	—	—	—	—	329,173
Kathryn M. Hill	122,500	239,173	—	—	—	—	361,673
Deborah L. Kerr	95,000	239,173	—	—	—	—	334,173
Carrie Palin⁽⁵⁾	7,500	122,849	—	—	—	—	130,349
Scott F. Schenkel	125,000	239,173	—	—	—	—	364,173
George T. Shaheen	100,000	239,173	—	—	—	—	339,173
George Kurian⁽⁶⁾	—	—	—	—	—	—	—

⁽¹⁾	The amounts in this column represent compensation that was earned in fiscal 2021. Our Board year does not correspond with our fiscal year. Our Board year begins on the date of each annual meeting and runs until the next annual meeting. Cash board fees are paid in arrears on a quarterly basis. A portion of the fees earned during the last quarter of fiscal 2020 were paid in the last quarter of fiscal 2021 and are included in this table. Likewise, a portion of the fees earned during the last quarter of fiscal 2021 are paid in the first quarter of fiscal 2022 and are typically not included in this table; except, however, Carrie Palin earned $7,500 in February 2021, and although it was not paid until the first quarter of fiscal 2022, that amount is included in this table.
⁽²⁾	Each non-employee director received a grant of a stock award in the form of a time-based restricted stock unit (“RSU”) award representing the contingent right to receive shares of common stock. The amounts reported represent the grant date fair value of RSU awards to the director under the Company’s Amended and Restated 1999 Stock Option Plan (the “1999 Plan”) and are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC 718). Assumptions used in the valuations of these awards are included in Note 11 of the Annual Report. These amounts do not represent the actual value that may be realized by the non-employee director.
⁽³⁾	The table below sets forth the aggregate number of RSUs, including RSUs for which the payout of shares has been deferred by such director, held as of April 30, 2021 by the non-employee directors who served on the Board in fiscal 2021:

Name	# of Outstanding Options (in Shares)	# of RSUs (in Shares)	Total Equity Awards Outstanding
T. Michael Nevens	—	7,324	7,324
Deepak Ahuja	—	5,634	5,634
Gerald Held	—	43,810	43,810
Kathryn M. Hill	—	5,634	5,634
Deborah L. Kerr	—	11,090	11,090
Carrie Palin	—	1,867	1,867
Scott F. Schenkel	—	5,634	5,634
George T. Shaheen	—	22,328	22,328

⁽⁴⁾	As of April 30, 2021, no outstanding options were held by the non-employee directors who served on the Board in fiscal 2021.
⁽⁵⁾	Ms. Palin has been a member of the Board and the Compensation Committee since February 2021.
⁽⁶⁾	During fiscal 2021, Mr. Kurian served as our Chief Executive Officer and President (until Mr. Cernuda’s appointment in July 2021) and a member of the Board. Mr. Kurian did not receive any additional compensation for serving on our Board. For more information on Mr. Kurian’s compensation as our Chief Executive Officer and President, please see the “Executive Compensation and Related Information—Summary Compensation Table” below.

Board Retainer	Committee Retainer
Lead Independent Director/Chairman	Audit Committee	Compensation Committee


Other Board Members	Corporate Governance and Nominating Committee