DEF 14A 1 ntap3995021-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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NetApp, Inc.

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Table of Contents

2022 Proxy Statement
and Notice of Meeting

Friday, September 9, 2022
at 3:30 p.m. Pacific time

Table of Contents

NetApp, Inc.
3060 Olsen Dr
San Jose, CA 95128

www.netapp.com

July 28, 2022

2022 ANNUAL MEETING OF STOCKHOLDERS
NETAPP, INC.

To my fellow stockholders:

On behalf of our Board of Directors, I am pleased to invite you to attend NetApp, Inc.’s Annual Meeting of Stockholders on Friday, September 9, 2022, at 3:30 pm Pacific Time. This year’s meeting will again be held virtually to provide a consistent and convenient experience for all, regardless of location. Your vote is important, and we encourage you to vote promptly, even if you plan to attend the virtual meeting.

We entered fiscal 2022 with strong momentum, a robust portfolio, deep strategic partnerships, and a growth strategy designed to expand our share of a large and growing opportunity. During the year, we made sustained progress against our strategic goals, successfully achieving our commitment to grow the business while delivering operating leverage. We gained share in enterprise storage with strong growth in all-flash array and object storage products and grew our public cloud business with robust expansion of customers, annualized revenue run rate (ARR), innovation, and routes to market. The successful execution of our strategy yielded record levels of gross margin dollars, operating income, and earnings per share in fiscal 2022.

As we focus on driving business results as a cloud-led software company, we remain true to NetApp’s core values. We strive to create a model company by living our values and honoring our commitments to all our stakeholders.

Commitment to environmental and social responsibility. Our Board and the management team believe that business success includes our impact on society and the environment. Across all levels of the organization, we have strengthened our commitment to effective environmental, social, and governance (ESG) management. In September 2021, we published our 2nd Annual ESG Report with commitments to establish a science-based target (SBT) as a part of our initiatives to reduce greenhouse gas emissions and report Scope 3 emissions (for more information on our ESG programs, see the ESG Oversight section of the Proxy Statement). We endeavor to cultivate a workplace that encourages employees to thrive, through self-engagement and development, and feel a sense of inclusion and belonging. To address representation gaps, we have focused on recruitment to increase the percentage of female and underrepresented minority employees. Additionally, we have increased accountability for diversity, inclusion, and belonging programs by adding a diversity objective to our executive compensation plans.

Board refreshment, independence, and diversity. Our Board evaluates sitting directors and director candidates on a regular basis to ensure the proper mix of expertise, diversity, tenure, and perspective. This periodic reexamination ensures that our Board’s skills and qualifications reflect our evolving business needs. We perform an annual Board evaluation, facilitated by an independent third-party, which informs our board refreshment. Over the last five years, we have added four new independent directors to the board and three have retired. We have three standing committees, each led by an independent director. Most recently, we formalized the Compensation Committee’s role in overseeing human capital management in its committee charter, and renamed it the Talent and Compensation Committee. We are proud of the level of diversity we have achieved as a Board: three of our directors are female and two are racially/ethnically diverse.

Enhanced risk oversight. NetApp’s Trust Center, accessible through our corporate website, provides transparent information about our governance, data privacy, information security and product certifications. We further enhanced our robust cyber security and data privacy practices through the hiring of a Chief Security Officer. We are an active member of the Responsible Business Alliance (RBA) and have adopted the principles of the RBA Code of Conduct.

Stockholder engagement. The Company’s year-round engagement with our stockholders is critical to helping to inform the Board’s corporate governance, executive compensation, ESG programs and other matters. The feedback we receive is integral to the Board’s decision-making process. During fiscal 2022, discussions with investors covered varying topics, including business strategy, board composition, corporate governance practices, executive pay, and our ESG efforts.

Looking forward, I am confident in our strategy and our management team’s ability to execute and deliver sustainable, long-term value to all of our stakeholders. We will continue to focus on Board membership and structure, supporting the management team as we transition to cloud services, advance our ESG initiatives, and maintain an open door for stockholder engagement.

On behalf of the entire Board of Directors and management team, I thank you for your continued support of and investment in NetApp.

Sincerely,

Mike Nevens

Chair of the Board of Directors

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About NetApp

NetApp, Inc. (NetApp, the Company, we, or us) is a global cloud-led, data-centric software company that gives organizations the freedom to put data to work in the applications that elevate their business. We help our customers get the most out of their data with industry-leading public cloud services, and hybrid cloud solutions. Building on a rich history of innovation, we give customers the freedom to manage applications and data across hybrid multicloud environments. Our strategy has been shaped around helping customers embrace the full potential of new technologies – from the rise of the internet, to helping large enterprise customers in vertical markets, to bringing new systems to market.

No matter where a customer’s data is or how the business uses it, NetApp helps to bring it together in a data fabric. For nearly three decades, NetApp has supported customers accelerate their unique data fabrics and extend their workflows into a hybrid cloud environment with the right tools and right capabilities. We’re proud of the praise bestowed on us for empowering customers to rethink the future, embrace cloud, and get the most out of their data.


1992	~ 12,000	$6.32
year incorporated	employees	billion in FY22 net revenues

Our Values

The values we share at NetApp define who we are as a company and what we can expect from each other. We strive to create a model company by living our values and honoring our commitments to our stakeholders.


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.

2022 Proxy Statement

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About NetApp

Our Business Partnerships

Our partnerships with the industry’s leading cloud, infrastructure, consulting, application, and reseller partners are created with one goal in mind: the success of our customers. Global enterprises, local businesses, and government installations look to NetApp and our ecosystem of partners to help maximize the business value of their IT investments.

Evolving our industry-leading partner eco system to align with cloud-led strategy

Hyperscalers		Partners		New Partners

Fiscal 2022⁽¹⁾Business Highlights

$6.32B NET REVENUES	$937M GAAP NET INCOME $1.21B CASH FLOWS FROM OPERATIONS	EARNINGS PER SHARE GAAP⁽³⁾$4.09 NON-GAAP⁽⁴⁾$5.28

PUBLIC CLOUD ARR⁽²⁾ INCREASED 68% Y/Y

ALL FLASH ARRAY REVENUE INCREASED 20% 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 2022 fiscal year began on May 1, 2021 and ended on April 29, 2022 (“fiscal 2022”).
⁽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.

In fiscal 2022, NetApp generated $6.32 billion in net revenues. GAAP net income for fiscal 2022 was $937 million, or $4.09 per share. Non-GAAP net income in fiscal 2022 was $1.21 billion, or $5.28 per share (a reconciliation of non-GAAP to GAAP results can be found in Annex A). Over the course of the year, we generated $1.21 billion in cash flows from operations and returned approximately $1.05 billion to stockholders.

Hybrid multicloud is the de facto IT architecture at digitally transformed enterprises for the foreseeable future. Having an integrated, flexible data management foundation is critical to the success of digital transformation efforts. Data is growing in scale and importance. We believe that NetApp is a beneficiary of this trend. We are uniquely positioned to address customers’ requirements for workloads that move to the cloud, as well as those that maintain and modernize on premises. We enable customers to build their data fabric with a single, unified, enterprise-grade data experience across the hybrid multicloud, modernize data centers with cloud-like capabilities and consumption models, accelerate cloud deployment by removing economic and operational barriers, and simplify the management of hybrid multicloud environments with a single management plane.

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About NetApp

In the last two years, we have seen an unprecedented acceleration of digital transformation. Organizations accelerated digital initiatives to strengthen and optimize operations, as well as create new experiences for customers and employees. All of these efforts require these organizations to manage and protect data while ensuring that the underlying cloud and data center infrastructure can support application performance and reliability cost-effectively. Increasingly, complexity is the primary barrier to building new applications and capabilities quickly. Our vision is to help our customers increase the pace of innovation by reducing complexity with intelligent software services that manage, protect and optimize data, storage infrastructure, and cloud resources.

Our rapidly growing public cloud services and all-flash array solutions fuel the momentum in our high-margin software, cloud services and recurring support revenue streams. We believe that this growth, coupled with our disciplined operating expense management, balanced approach to investing in the business, and sustained capital returns will create significant long-term stockholder value.

See also the section entitled “Our Fiscal 2022 Company Performance” on page 34 of this Proxy Statement. Detailed information on our products and our financial performance can be found in our Annual Report on 10-K for the year ended April 29, 2022 (the “Annual Report”).

2022 Proxy Statement

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Meeting Notice and
Voting Roadmap

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of NetApp, Inc. (the “Annual Meeting”). To facilitate greater stockholder attendance and participation, the meeting will be held virtually on Friday, September 9, 2022 at 3:30 p.m. Pacific time, with no physical in-person meeting. You may attend the Annual Meeting and vote via the Internet at www.virtualshareholdermeeting.com/NTAP2022. The agenda for the meeting and the recommendation of the Board of Directors (the “Board”) with respect to each agenda item are set below.

George Kurian

Chief Executive Officer
San Jose, California
July 28, 2022


Date	Time	Location
Friday, September 9, 2022	3:30 p.m. Pacific time	On the Internet at www.virtualshare holdermeeting.com/NTAP2022

Voting


Who Can Vote	Internet	Phone	Mail
Stockholders as of July 13, 2022 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.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 9, 2022. The proxy statement and the annual report are available at http://investors.netapp.com.

A list of stockholders entitled to vote at the 2022 Annual Meeting of Stockholders will be available for inspection upon request of any stockholder for any purpose germane to the meeting at our principal executive office, located at 3060 Olsen Drive, San Jose, California 95128, during the ten days prior to the meeting, during ordinary business hours, and on the web portal during the virtual meeting.

Agenda

This summary highlights information contained within this Proxy Statement. It does not contain all the information found in this Proxy Statement and is qualified in its entirety by the remainder of this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting. Page references are supplied to help you find further information in this Proxy Statement.

Table of Contents

Meeting Notice and Voting Roadmap

Proposal 1

Election of Directors
Board Demographics
Gender Diversity	33.3% Female
Age	61.9 years Nominee average age
Tenure	8.1 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	● 94.25% overall attendance rate at Board and Board committee meetings ● 10 Board and 20 Board committee meetings during fiscal 2022
Stockholder Engagement	● Fiscal 2022 stockholder outreach program connected with stockholders representing an aggregate of 60% of issued and outstanding shares ● Feedback received from our stockholder outreach program in fiscal 2022 resulted in adoption of updated bylaws and charter to provide stockholders the right to act by written consent; confirmation that our stockholders support our environmental, social and governance strategy and initiatives and our Board’s focus on director refreshment

Relevant Skills and Experience
7/9	9/9	6/9	9/9

Financial	Executive Level Leadership	Human Capital Management	Strategy
7/9	4/9	9/9	6/9

Sales & Marketing	Cybersecurity	Technology	Risk Management

The Board recommends a vote FOR each Director Nominee.

See page 12 for
further details

2022 Proxy Statement

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Meeting Notice and Voting Roadmap

Proposal 2

Advisory Vote to Approve Named Executive Officer Compensation

Executive Compensation Objectives

The Board believes that executive compensation is a meaningful tool to align, reinforce and realize 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 compensation program structure, the Talent and Compensation Committee follows the following 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 2022 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 (“CEO”) and other Named Executive Officers (“NEOs”) for fiscal 2022 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 2022 exceeded plan, resulting in above-target annual bonuses. Our fiscal 2020 – 2022 Performance-based Restricted Stock Units (“PBRSUs”) were earned below target. These long-term performance-awards were based on three-year adjusted operating income and total shareholder return performance for the fiscal 2020 – 2022 performance period.

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 (i) reflect target annual cash incentive award value and ongoing target equity award value for Messrs. Kurian, Berry, Cernuda and Bhela, and Ms. O’Callahan, (ii) exclude compensation for Messrs. Fawcett and Anderson, as they ceased to be NEOs during fiscal 2022; (iii) exclude the one-time awards to Mr. Bhela in connection with his hiring, and (iv) with respect to Ms. O’Callahan, reflects target pay amounts related to her promotion to Executive Vice President, Chief Legal Officer and Corporate Secretary. Amounts reflected in these charts may not add due to rounding and 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.

The Board recommends a vote FOR this proposal.

See page 33 for
further details

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Meeting Notice and Voting Roadmap

Proposal 3

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 28, 2023.

The Board recommends a vote FOR this proposal.

See page 74 for
further details

2022 Proxy Statement

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Meeting Notice and Voting Roadmap

Proposal 4

Stockholder Proposal Regarding Special Shareholder Meeting Improvement

The Board recommends a vote AGAINST this proposal.

See page 76 for
further details

Table of Contents

About NetApp	3
Meeting Notice and Voting Roadmap	6
Corporate Governance Matters	12
PROPOSAL 1 - Election of Directors	12
Our Board of Directors	13
Corporate Governance	22
Director Compensation	30
Executive Compensation	33
PROPOSAL 2 - Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)	33
Compensation Discussion and Analysis	34
Talent and Compensation Committee Report	59
Executive Compensation Tables and Related Information	60
Termination of Employment and Change of Control Agreements	66
Pay Ratio	72
Audit Committee Matters	73
PROPOSAL 3 - Ratification of Independent Registered Public Accounting Firm	73
Principal Accountant Fees and Services	73
Audit Committee Report	74
Special Meeting Stockholder Proposal	75
PROPOSAL 4 - Stockholder Proposal Regarding Special Shareholder Meeting Improvement	75
Additional Information	78
Security Ownership of Certain Beneficial Owners and Management	78
Delinquent Section 16(a) Reports	80
Certain Transactions with Related Parties	80
General Information	81
Other Business	84
Annex A	A-1
Non-GAAP Financial Measures	A-2

	Index of Frequently Requested Information
	Auditor Fees	73
	Beneficial Ownership Table	78
	Board Leadership	23
	CEO Pay Ratio	72
	Clawback Policies	58
	Code of Conduct	28
	Compensation Consultant	42
	Corporate Governance Guidelines	22
	Director Attendance	20
	Director Independence	20
	Director Biographies	15
	Director Skills Matrix	19
	Financial Performance	33
	Peer Group	44
	Related Party Transactions	78
	Stock Ownership Guidelines	58
	Succession Planning	24
	Summary Compensation Table	60

Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements (and their underlying assumptions) included in this Proxy Statement that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,” “plan,” “predict,” “seek,” “aim,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” “try,” “strive,” or similar words, in each case, intended to refer to future events or circumstances. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A (Risk Factors) of Part I of our Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. These statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the factors described in our Annual Report on Form 10-K, as well as other important factors.

2022 Proxy Statement

Table of Contents

Corporate Governance Matters

Proposal 1

	Election of Directors
	Introduction At the Annual Meeting, nine (9) directors will be elected to serve until the 2023 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.

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Corporate Governance Matters

Our Board of Directors

Director Nominees

			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		72	2009					Ciena Corporation
Deepak Ahuja Chief Financial Officer, Verily		59	2020		*
Gerald Held Chief Executive Officer, Held Consulting, LLC		74	2009
Kathryn M. Hill		65	2013					Moody’s Corporation Celanese Corporation
Deborah L. Kerr Managing Partner, Warburg Pincus		50	2017					Chico’s FAS, Inc., Vodafone Group Plc
George Kurian Chief Executive Officer, NetApp		55	2015					Cigna Corporation
Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc.		50	2021
Scott F. Schenkel		54	2017		*
George T. Shaheen		78	2004					Marcus & Millichap Inc. Green Dot Corporation Korn/Ferry International

A – Audit

TC – Talent and Compensation

CGN – Corporate Governance and Nominating

Chair

Member

* Audit Committee Financial Expert

Board Snapshot

Independence

Age

Tenure

Gender and Racial/Ethnic Diversity

56%
Diverse

Board Refreshment

Over the last 5 years, 4 new directors
have joined our Board, and 3 directors
have retired.

2022 Proxy Statement

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Corporate Governance Matters

Skills and Qualifications


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		CYBERSECURITY

Experience in executive positions in the particular technology industries in which we compete is key to the effective oversight of management.		Experience in identifying, mitigating, and managing cyber threats to enterprise operations.


HUMAN CAPITAL MANAGEMENT		TECHNOLOGY

Experience in practices used by organizations for recruiting the right people, managing and developing workforces effectively, and optimizing productivity.		Experience working with or for companies that research or develop 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.

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Corporate Governance Matters

Director Biographies

The name, age and position of each of the Company’s directors as of July 13, 2022 are set forth below. Except as described below, each director has been engaged in his or her principal occupation during the past five years. There are no family relationships among any of our directors, director nominees or executive officers.

Skills	T. Michael Nevens
	Chair of the Board	Age	72
	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 Chair of the Board since June 2015.
	Other Public Company Directorships (past 5 years) ● Ciena Corporation (2014 – 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, 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.

Skills	Deepak Ahuja	Age	59

	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 with high growth companies, and in finance management and leadership acquired over 15 years in a variety of finance roles at Verily, Tesla and Ford. Mr. Ahuja qualifies as an “audit committee financial expert” under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

2022 Proxy Statement

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Corporate Governance Matters

Skills	Gerald Held	Age	74

	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.

Skills	Kathryn M. Hill	Age	65

	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) ● Celanese Corporation (2015 – present) ● Moody’s Corporation (2011 – 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.

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Corporate Governance Matters

Skills	Deborah L. Kerr	Age	50

	Independent	Director Since	2017
	Biography Ms. Kerr has served as a Managing Partner of Warburg Pincus since January 2019 and served 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) ● Vodafone Group Plc (2022 – present) ● Chico’s FAS, Inc. (2017 – present) ● EXLService Holdings (2015 – 2021) ● International Airline Group (2018 – 2020) 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 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.

Skills	George Kurian	Age	55

	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 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.

2022 Proxy Statement

Table of Contents

Corporate Governance Matters

Skills	Carrie Palin	Age	50

	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 leader in the software industry who brings to the Board extensive leadership, sales and marketing experience, and expertise in the cloud.

Skills	Scott F. Schenkel	Age	54

	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 SEC.

Table of Contents

Corporate Governance Matters

Skills	George T. Shaheen	Age	78

	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 (2009 – 2019, 2020 – 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.

Skills Matrix

The following chart summarizes the key qualifications and skills our director nominees bring to the Board and that the Board considers important in light of our businesses and industry.

Financial

Executive Level
Leadership

Human
Capital
Management

Strategy

Sales &
Marketing

Cybersecurity

Technology

Risk
Management

T. Michael Nevens

Deepak Ahuja

Gerald Held

Kathryn M. Hill

Deborah L. Kerr

George Kurian

Carrie Palin

Scott F. Schenkel

George T. Shaheen

SEC Form DEF 14A filed by NetApp Inc.