DEF 14A of NetApp, Inc., Jul 26, 2024

DEF 14A of NetApp, Inc.

Filed Jul 26, 2024 · FY20240000950170-24-086897

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Director Nominees

  2. Our Board of Directors

    | | | | Director Since | Committee Membership† | | | Other Current Public Directorships | | Name and Principal Occupation | Independent | Age | | A | CGN | TC | | | T. Michael Nevens, Chair Senior Advisor, Permira Funds | | 74 | 2009 | | | | Ciena Corporation | | Deepak Ahuja Chief Business and Chief Financial Officer, Zipline | | 61 | 2020 | * | | | | | Anders Gustafsson | | 64 | 2023 | | | | Zebra Technologies Corporation International Paper Company | | Gerald Held Chief Executive Officer, Held Consulting, LLC | | 76 | 2009 | | | | Informatica Corporation | | Deborah L. Kerr Managing Director and Co-Head of Value Creation, Warburg Pincus | | 52 | 2017 | | | | Vodafone Group Plc | | George Kurian Chief Executive Officer, NetApp | | 57 | 2015 | | | | The Cigna Group | | Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc. | | 52 | 2021 | | | | | | Scott F. Schenkel | | 56 | 2017 | | | | Pinterest, Inc. | | June Yang | | 50 | – | | | | UiPath, Inc. |

  3. Our Board of Directors

    | A – Audit | TC – Talent and Compensation | CGN – Corporate Governance and Nominating | | Chair | | Member |

  4. Our Board of Directors

    | * Audit Committee Financial Expert | | † Membership as of April 26, 2024. If each of the nine director nominees is elected by the stockholders, effective immediately following the Annual Meeting, Ms. Palin and Mr. Gustafsson will join the CGN Committee as members. |

  5. Our Board of Directors

    Current Board Snapshot

  6. Our Board of Directors

    | | | | | | | | | | Board Refreshment | | | | Over the last 5 years, 3 new directors have joined our Board, and 1 director retired. | |

  7. Our Board of Directors

    Current Board Skills and Qualifications

  8. Our Board of Directors

    | | | | 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. |

  9. Our Board of Directors

    Director Nominee Biographies The name, age and position of each of the director nominees are set forth below. Except as described below, each director nominee 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.

  10. Our Board of Directors

    | Skills | | T. Michael Nevens Chair of the Board | Age | 74 | | | | 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. | | | | Financial Technology Executive Level Leadership Human Capital Management | Strategy Risk Management Cyber Security | | | | | | | Other Public Company Directorships (past 5 years) • Ciena Corporation (2014 – present) Additional Private Company Directorships (past 5 years) • Longbow Technology (2019 – 2024) 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, 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. | | |

  11. Our Board of Directors

    | Skills | | Deepak Ahuja | Age | 61 | | | | 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. | | | | Financial Technology Executive Level Leadership | Strategy Risk Management Sales & Marketing | | | | | | | 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”). | | |

  12. Our Board of Directors

    | Skills | | Anders Gustafsson | Age | 64 | | | | Independent | Director Since | 2023 | | | | Professional Highlights Anders Gustafsson has served as the chair of the board of directors of Zebra Technologies Corporation since May 2024, and previously served as its Executive Chair from March 2023 to May 2024 and its Chief Executive Officer from September 2007 to March 2023. Prior to joining Zebra, Mr. Gustafsson served as Chief Executive Officer of Spirent Communications plc, a publicly traded telecommunications company, from 2004 until 2007. At Spirent, he redirected that company’s growth strategy, divested non-core operations, integrated historic acquisitions and streamlined the organization to realize significant cost savings. Earlier in his career, he held executive positions at Tellabs, Inc. and Motorola, Inc. Mr. Gustafsson serves as a trustee of the Shedd Aquarium and is a member of the Civic Committee of the Commercial Club of Chicago. | | | | Financial Technology Executive Level Leadership | Strategy Risk Management Sales & Marketing | | | | | | | Other Public Company Directorships (past 5 years) • Zebra Technologies Corporation (2007 – present) • International Paper Company (2019 – present) • Dycom Industries, Inc. (2013 – 2020) Education • Harvard Graduate School of Business (M.B.A.) • Chalmers University of Technology (M.S., Electrical Engineering) | Committees • Talent and Compensation | | | Cyber Security | Human Capital Management | Qualifications With more than 30 years of senior leadership experience, Mr. Gustafsson provides the Board with significant executive perspective in executing successful transformations, accelerating growth, and advancing a company’s vision. Mr. Gustafsson also brings valuable experience in creating a strong, inclusive culture with a strong commitment to attracting, developing and retaining the best talent globally. | | |

  13. Our Board of Directors

    | Skills | | Gerald Held, Ph.D. | Age | 76 | | | | 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 Copia Global Inc., a private company. | | | | Strategy Sales & Marketing Human Capital Management | Technology Executive Level Leadership | | | | | | | Other Public Company Directorships (past 5 years) • Informatica Corporation (2008 – present) Additional Private Company Directorships (past 5 years) • Copia Global Inc. (2011 – present) • Madaket, Inc. (2016 – 2023) • Tamr, Inc. (2013 – 2021) Education • Purdue University (B.S., Electrical Engineering) • University of Pennsylvania (M.S., Systems Engineering) • UC Berkeley (Ph.D., Computer Science) | Committees • Talent and 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. | | |

  14. Our Board of Directors

    | Skills | | Deborah L. Kerr | Age | 52 | | | | Independent | Director Since | 2017 | | | | Professional Highlights Ms. Kerr is a Managing Director 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. | | | | Financial Technology Executive Level Leadership Cyber Security | Strategy Risk Management Sales & Marketing Human Capital Management | | | | | | | Other Public Company Directorships (past 5 years) • Vodafone Group Plc (2022 – present) • Chico’s FAS, Inc. (2017 – 2024) • EXLService Holdings (2015 – 2021) • International Airline Group (2018 – 2020) Additional Private Company Directorships (past 5 years) • Certified Group (2024 – present) • 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, including executing successful transformations, accelerating growth and innovation, and managing risk and change in complex environments. | | |

  15. Our Board of Directors

    | Skills | | George Kurian | Age | 57 | | | | 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 NetApp's 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 The Cigna Group, a global health services company. | | | | Financial Technology Executive Level Leadership Cyber Security | Strategy Risk Management Sales & Marketing Human Capital Management | | | | | | | Other Public Company Directorships (past 5 years) • The Cigna Group (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. | | |

  16. Our Board of Directors

    | Skills | | Carrie Palin | Age | 52 | | | | 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. | | | | Sales & Marketing Technology | Strategy Executive Level Leadership | | | | | | | Additional Private Company Directorships (past 5 years) • EnterpriseDB (2020 – present) Education • Texas Christian University (B.S., Communications) | Committees • Talent and 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. | | |

  17. Our Board of Directors

    | Skills | | Scott F. Schenkel | Age | 56 | | | | 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. He currently serves on the board of directors of Pinterest, Inc., where he is the chair of the Audit and Risk Committee. | | | | Financial Technology Executive Level Leadership Human Capital Management | Strategy Risk Management Sales & Marketing | | | | | | | Other Public Company Directorships (past 5 years) • Pinterest, Inc. (2023 – present) Additional Private Company Directorships (past 5 years) • Martis Camp Club (2019 – 2022) • Forter (2022 – present) Education • Virginia Polytechnic Institute and State University (B.S., Finance) | Committees • Talent and 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. | | |

  18. Our Board of Directors

    | Skills | | June Yang | Age | 50 | | | | Independent | New Director Nominee | | | | | Professional Highlights Ms. Yang served as Vice President, Cloud AI and Industry Solutions of Google Cloud (cloud computing services) from October 2021 to December 2023 and as Vice President and General Manager, Compute and ML Infrastructure from October 2019 to October 2021. Prior to joining Google Cloud, Ms. Yang held various positions of increasing seniority at VMWare, Inc. in engineering and product management roles, including most recently as Vice President, Engineering and Product Management of VMWare Cloud on Dell EMC. Ms. Yang currently serves on the board of directors of UiPath, Inc., a global software company, where she is a member of the audit committee. | | | | Financial Technology Sales & Marketing Human Capital Management | Strategy Executive Level Leadership Cyber Security | | | | | | | Other Public Company Directorships (past 5 years) • UiPath, Inc. (2024 – present) Additional Private Company Directorships (past 5 years) • Cradles to Crayons (2021 – present) • Ahead Technology (2024 – present) • SRS Distribution, Inc. (2022 – 2024) Education • Stanford University Graduate School of Business (M.S., Management) • University of California Berkeley (M.S., Chemical Engineering) • California Institute of Technology (B.S., Chemical Engineering) | | | | | | Qualifications Ms. Yang is a proven technology executive in the software industry who brings extensive leadership, expertise in AI, cloud and digital, product and technology experience, and significant public company board experience to the Board. Ms. Yang brings significant operational experience and valuable knowledge in AI and Cloud technologies, including in executing successful transformations, accelerating growth and innovation, and managing risk and change in complex environments. | | |

  19. Our Board of Directors

    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.

  20. Our Board of Directors

    | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management | | T. Michael Nevens |  |  |  |  | |  |  |  | | Deepak Ahuja |  |  | |  |  | |  |  | | Anders Gustafsson |  |  |  |  |  |  |  |  | | Gerald Held | |  |  |  |  | |  | | | Deborah L. Kerr |  |  |  |  |  |  |  |  | | George Kurian |  |  |  |  |  |  |  |  | | Carrie Palin | |  | |  |  | |  | | | Scott F. Schenkel |  |  |  |  |  | |  |  | | June Yang |  |  |  |  |  |  |  | |

  21. Our Board of Directors

    Board Diversity The matrix below summarizes certain information regarding the diversity of our board of directors as of the date of this Proxy Statement.

  22. Director Compensation

    Director Compensation The Talent and Compensation Committee evaluates the non-employee director compensation program annually with the assistance of its independent compensation consultant, Meridian Compensation Partners, LLC. As a part of this process, the Talent and Compensation Committee reviews market data for director compensation from the Company’s Compensation Peer Group, the same group used for our executive compensation review, including cash compensation, equity compensation and stock ownership requirements. Non-employee director compensation is generally aligned with the market median and is periodically adjusted to maintain alignment with market and peer pay practices. Non-employee directors receive annual cash retainers as well as equity awards for their service on our Board. Details of the compensation are discussed in the narrative below. Employee directors do not receive any compensation for their services as members of our Board. Director Compensation Highlights • The Board Chair and Committee Chairs receive additional fees to differentiate individual pay based on workload. • The overall compensation mix emphasizes equity. • Annual equity grants have a fixed value and vest on the day immediately preceding the date of the next annual stockholders meeting following the initial grant date. • Directors do not receive performance-based equity awards. • Directors are subject to robust stock ownership guidelines to support alignment between director and stockholder interests. • No perquisites for non-employee directors. • Compensation generally aligned with market median. • Our outside director compensation program facilitates stock ownership. Director Compensation Table The table below summarizes the total compensation paid by the Company to our directors for fiscal 2024.

  23. Director Compensation

    | | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | | and Nonqualified | | | | | | | | Nonequity | Deferred | | | | | Fees Earned or | Stock | Option | Incentive Plan | Compensation | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($)(1) | ($)(2)(3) | ($)(4) | ($) | ($) | ($) | ($) | | T. Michael Nevens | 195,000 | 341,268 | — | — | — | — | 536,268 | | Deepak Ahuja | 125,000 | 268,117 | — | — | — | — | 393,117 | | Anders Gustafsson | 30,000 | 269,288 | — | — | — | — | 299,288 | | Gerald Held | 90,000 | 268,117 | — | — | — | — | 358,117 | | Kathryn M. Hill | 105,000 | 268,117 | — | — | — | — | 373,117 | | Deborah L. Kerr | 95,000 | 268,117 | — | — | — | — | 363,117 | | Carrie Palin | 90,000 | 268,117 | — | — | — | — | 358,117 | | Scott F. Schenkel | 112,500 | 268,117 | — | — | — | — | 380,617 | | George T. Shaheen | 100,000 | 268,117 | — | — | — | — | 368,117 | | George Kurian(5) | — | — | — | — | — | — | — |

  24. Director Compensation

    (1) The amounts in this column represent compensation that was earned in fiscal 2024. 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 2023 were paid in the first quarter of fiscal 2024 and are included in this table. Likewise, a portion of the fees earned during the last quarter of fiscal 2024 were paid in the first quarter of fiscal 2025 and are not included in this table. (2) Each non-employee director received a service-vested 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 2021 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 10 of the Annual Report. These amounts do not represent the actual value that may be realized by the non-employee director. 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 26, 2024 by the non-employee directors who served on the Board in fiscal 2024:

  25. Director Compensation

    | | # of RSUs | Total Equity Awards | | Name | (in Shares) | Outstanding | | T. Michael Nevens | 4,488 | 4,488 | | Deepak Ahuja | 6,976 | 6,976 | | Anders Gustafsson | 3,547 | 3,547 | | Gerald Held | 41,702 | 41,702 | | Kathryn M. Hill | 6,976 | 6,976 | | Deborah L. Kerr | 8,982 | 8,982 | | Carrie Palin | 3,526 | 3,526 | | Scott F. Schenkel | 3,526 | 3,526 | | George T. Shaheen | 20,220 | 20,220 |

  26. Director Compensation

    As of April 26, 2024, no outstanding options were held by the non-employee directors who served on the Board in fiscal 2024. (5) During fiscal 2024, Mr. Kurian served as our Chief Executive Officer 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, please see the “Executive Compensation Tables and Related Information—Summary Compensation Table” below. Summary of Director Compensation Policy The following table sets forth a summary of our total compensation policy for our non-employee directors as of the end of fiscal 2024:

  27. Director Compensation

    | Board Retainer | | Committee Retainer | | | | |

  28. Director Compensation

    As previously disclosed in our 2023 Proxy Statement, in July 2023 the Talent and Compensation Committee evaluated the compensation for non-employee directors in consultation with Meridian and determined that the board retainer paid to our non-employee directors was below the median paid by peer companies and that the board retainer should be adjusted upward to be consistent with our pay practices and remain competitive. Accordingly, effective as of the 2023 Annual Meeting, the annual equity grant to our non-employee directors was increased by $25,000, from $325,000 to $350,000 for our Chair and $250,000 to $275,000 for our other directors. In July 2024, in accordance with its annual practice, the Talent and Compensation Committee evaluated the compensation for non-employee directors, including benchmarking the directors’ cash and equity compensation against our Compensation Peer Group (as disclosed in the section titled “Compensation Peer Group and Use of Market Data” beginning on page 56 of this Proxy Statement). In connection with this evaluation, the Talent and Compensation Committee reviewed the annual cash retainer, the annual equity grant, fees for committee services, fees for chairs, grants on initial appointment, and stock ownership guidelines for our non-employee directors (additional information on stock ownership guidelines and director compliance is available on page 59 of this Proxy Statement). The Talent and Compensation Committee reviewed data compiled by Meridian, including average compensation per director of peer companies, committee member and chair retainers, director equity grant practices and other relevant director pay practices. The Talent and Compensation Committee determined, with the assistance of its independent advisor, that the board compensation paid to our non-employee directors was just above the median paid by peer companies. Accordingly, no changes were recommended or approved to director compensation. Our non-employee directors received automatic annual equity grants under the 2021 Plan pursuant to an outside director compensation policy adopted by our Board and the Talent and Compensation Committee, which may be revised from time to time as our Board or the Talent and Compensation Committee deems appropriate. Since fiscal 2016, all non-employee director automatic annual equity grants have been in the form of RSUs. Following the 2023 Annual Meeting, each of the individuals re-elected as a non-employee director received the number of RSUs indicated in the table below with respect to their automatic annual equity awards. Mr. Gustafsson, who was appointed to the Board in November 2023, received the number of RSUs indicated in the table below upon his appointment to the Board pursuant to an automatic grant.

  29. Director Compensation

    | | | Stock Option | Stock Option | | | Name | RSUs | Grants (in Shares) | Exercise Price ($) | Grant Date | | T. Michael Nevens | 4,488 | — | — | September 13, 2023 | | Deepak Ahuja | 3,526 | — | — | September 13, 2023 | | Anders Gustafsson | 3,547 | — | — | November 17, 2023 | | Gerald Held | 3,526 | — | — | September 13, 2023 | | Kathryn M. Hill | 3,526 | — | — | September 13, 2023 | | Deborah L. Kerr | 3,526 | — | — | September 13, 2023 | | Carrie Palin | 3,526 | — | — | September 13, 2023 | | Scott F. Schenkel | 3,526 | — | — | September 13, 2023 | | George T. Shaheen | 3,526 | — | — | September 13, 2023 |

  30. Director Compensation

    As provided in the outside director compensation policy, a newly elected or appointed non-employee director automatically receives a grant of RSUs upon his or her first election or appointment to the Board with a value of $275,000 (if such election or appointment occurs before February of the applicable year) or with a value of $137,500 (if such election or appointment occurs in or after February of the applicable year). On the date of each annual stockholders meeting, but after any stockholder votes are taken on such date, each outside director who is re-elected automatically receives a grant with a value of $275,000, except the Chair of the Board, who receives a grant with a value of $350,000. Such RSUs shall vest upon the recipient's continuous service as a director through the day immediately preceding the date of the next Annual Stockholders Meeting following the grant date. Effective as of the Annual Meeting, elected outside directors will receive a grant with a value of $275,000 and the Chair of the Board will receive a grant with a value of $350,000. Equity awards for non-employee directors are represented as a dollar value. For these purposes, the value of any awards of RSUs will equal the product of (1) the fair market value of one share of common stock on the grant date of such award and (2) the aggregate number of RSUs. Each non-employee director is also eligible to receive an annual cash retainer for his or her Board and committee service, pursuant to the terms of the outside director compensation policy. The Talent and Compensation Committee has approved a deferral program for our non-employee directors, which allows each non-employee director to elect to defer the receipt of his or her annual cash retainer until a later date in accordance with applicable tax laws. Additionally, for any automatic equity grant in the form of RSUs, the director may elect in accordance with federal tax laws when he or she will receive payout from his or her vested RSUs and defer income taxation until the award is paid. In connection with this deferral, a director may elect to receive payout within 30 days of the earliest of: (1) if the director so specifies, a specified date that is no earlier than January 1 of the second calendar year immediately following the date on which the RSUs vested; (2) the date the director ceases to serve as a director for any reason (in accordance with Internal Revenue Code Section 409A and the regulations thereunder (“Section 409A”)); and (3) the date on which a Change of Control occurs. If the director does not specify a date per (1) above, then the RSUs shall be paid out upon the earlier to occur of (2) and (3) above. For the definition of “Change of Control”, please see “Termination of Employment and Change of Control Agreements – Definitions Contained in Change of Control Severance Agreement” below. An election to defer the payout of vested RSUs is not intended to increase the value of the payout to the non-employee director, but rather to give the non-employee director the flexibility to decide when he or she will be subject to taxation with respect to the award. Any election to defer payment of any vested RSUs will not alter the other terms of the award, including the vesting requirements. Dividend-equivalents will accrue on each equity award granted to our non-employee directors in fiscal 2020 and onwards if any such equity award is vested but has been deferred by such director.

  31. Summary of Key Elements of Fiscal 2024 Compensation

    | | Features | | | | | | Compensation Element | Form | Performance/ Vesting Period | Performance Metric | Alignment to Compensation Objectives | Changes from fiscal 2023(1) | | Base Salary | Cash | – | – | Set in accordance with market rates for the role, adjusted to reflect performance and job scope over time | No change in our approach for fiscal 2024 | | Annual ICP | Cash | Fiscal year | Subject to achievement of revenue and adjusted operating income ("AOI") goals: 40% each, with the remaining 20% based on achievement of management objectives ("MBOs"), consisting of: strategic/leadership objectives (10%), and diversity, equity, inclusion and belonging ("DEI&B") objectives (10%) | Aligns executive compensation to near-term key financial operating objectives and strategic leadership priorities aimed at driving long-term stockholder returns | • Increased weighting of revenue and AOI metrics from 25% to 40% each(1) • Removed the Public Cloud Annualized Revenue Run-Rate ("Cloud ARR") metric (25%) that was used in FY23(1) • Decreased weighting of strategic/leadership MBO objectives from 15% to 10%(1) • Widened performance range for the financial component of the ICP, with the performance range for revenue and AOI set at 90% to 110% of target and 85% to 115% of target, respectively(1) | | Long-Term Equity Awards | Service-Vested RSUs | 25% vests after 1 year with remainder vesting quarterly over the next 3 years (4-year total vest) | – | Promotes retention and is a direct tie to stockholder experience | No changes for fiscal 2024 | | | PBRSUs | PBRSUs vest after a 3-year performance/ vesting period (nothing vests before three years have elapsed) | 50% vest based on our TSR vs. a Performance Peer Group over a 3-year measurement period 50% vest based on Billings, measured over three annual measurement periods to support sustained performance | Incentive to focus on key driver of value creation while aligning executive pay outcomes with the stockholder experience | No changes for fiscal 2024 |

  32. Summary of Key Elements of Fiscal 2024 Compensation

    Fiscal 2024 ICP change details: The Talent and Compensation Committee reviews the ICP metrics and performance goals on an annual basis, considering feedback from shareholders, market practices, and the short- and long-term strategic plans of the Company as discussed with the management team. For 2024, the plan design was reviewed and adjusted to put a heavier emphasis on the overall enterprise financial results for both revenue and AOI, which are preferred metrics of our shareholders and ensure focus on both growth and profitability. Public Cloud ARR was removed for 2024 to shift into strategic objectives within the business focused on developing this segment, and in favor of revenue which is a more appropriate measure for our consumption model. The result of these changes is an increase in the overall weight of the financial component of the ICP from 75% to 80%, and a decrease to the MBO component from 25% to 20%. The performance ranges between the threshold and maximum financial goals were also widened to provide a balanced pay for performance model (i.e., a flatter curve requiring a higher level of performance to achieve maximum payout). Specifically, our fiscal 2024 revenue performance range was set at 90% to 110% of target, compared to 95% to 105% in fiscal 2023, while our fiscal 2024 AOI performance range was set at 85% to 115% of target compared to 95% to 110% in fiscal 2023.These changes were approved by the Talent and Compensation Committee in the first quarter of fiscal 2024. Incentive Plan Payouts Annual ICP: Fiscal 2024 The fiscal 2024 annual incentive compensation plan (“Annual ICP”) under the Company’s Executive Compensation Plan for executives is earned based on achievement against the following goals: (1) NetApp's financial performance based on revenue and AOI, each weighted 40%, (2) strategic/leadership MBOs, weighted 10% in total, and (3) DEI&B MBOs, weighted 10% in total. We describe our fiscal 2024 Annual ICP goals and performance in the Components of Compensation section beginning on page 46. Total ICP payout for NEOs for fiscal 2024 ranged from 136.3% to 139.8% of target award amount, based on the following components: • Financial component (80% weight) - Company revenue and AOI both exceeded fiscal 2024 targets, resulting in total weighted payout of 116.6% of target; • Strategic/Leadership MBOs (10% weight) - total weighted payout for NEOs ranged from 9.0% to 12.5% of target based on an assessment of each NEO's performance against executive strategic and leadership objectives established at the beginning of fiscal 2024; and • DEI&B MBOs (10% weight) - our inclusive leadership outcomes led to an increase in representation for both women (global) and Hispanic / Latino US employees, but a decrease in Black / African American US employees. The resulting total weighted payout for the DEI&B component was 10.6% of target. Long-Term Incentive Plan: Fiscal 2022 Award of 3-year PBRSUs earned at the end of fiscal 2024 The Talent and Compensation Committee approved the performance results for the PBRSUs granted in fiscal 2022 based on the results against pre-determined relative total shareholder return (TSR) targets for the performance period starting at the beginning of fiscal 2022 and ending at the end of fiscal 2024. NetApp’s annualized TSR for the fiscal 2022 through fiscal 2024 PBRSU performance period was 13.61% which was at the 58th percentile of the Performance Peer Group, resulting in a payout of 131.58% of target for the four NEOs who received this award. Stockholder Engagement and Advisory Vote on Executive Compensation NetApp values the input of our stockholders on our compensation programs. We hold an advisory vote on executive compensation on an annual basis. We also regularly communicate with our stockholders to better understand their opinions on governance issues, including compensation. Specific to our 2023 Say-On-Pay results, over 96% of the votes cast were voted “FOR” the approval of our executive compensation proposal (excluding broker non-votes). The Talent and Compensation Committee considered the result of this vote and believes that it affirms our stockholders’ support for our approach to executive compensation. The Committee approved the continued use of the programs in place with targeted changes to the metrics and weightings of the ICP for fiscal 2024 for business and strategic reasons, as described in the Summary of Key Elements of Fiscal 2024 Compensation section. Following our annual stockholder’s meeting and in preparation for our fiscal 2025 compensation design cycle, we conducted a formal outreach to stockholders who owned approximately 60% of our outstanding shares; this included direct engagement regarding executive pay, which was discussed with stockholders representing approximately 32% of our outstanding shares. The results of our engagements indicated that stockholders support our executive pay structure, pay alignment, and transparency of disclosure. We will continue to seek stockholder input as part of our annual pay planning cycle.

  33. Summary of Key Elements of Fiscal 2024 Compensation

    | What We Do | What We Don’t Do | | ✓ Employ a pay-for-performance philosophy reflected in our program design and target pay levels for NEOs ✓ Cap maximum annual incentive and performance-vested equity award payouts ✓ Maintain robust stock ownership guidelines for officers and directors ✓ Rely on an independent Talent and Compensation Committee and engage an independent Compensation Consultant ✓ Maintain a clawback policy ✓ Provide only double-trigger change of control vesting ✓ Engage regularly with stockholders | û Guarantee bonuses, compensation increases or multi-year equity grants û Provide tax gross-ups û Pay dividends/dividend equivalents on unvested equity awards û Permit hedging or pledging Company stock by employees or directors û Provide excessive perquisites û Provide executive-only pension plans û Encourage unnecessary or excessive risk taking û Reprice or cash out underwater options |

  34. Determination of Awards

    | | Metric Definition: Net revenues Strategic Role: Encourage growth and the long-term creation of stockholder value through market development and market share acquisition | | | | | | Metric Definition: Non-GAAP operating income minus stock-based compensation expense Strategic Role: Encourage effective management of Company resources and the creation of stockholder value |

  35. Fiscal 2024 Annual ICP Results

    | | Performance (in millions)(1) | | | Payout % of Target(1) | Weighted Payout % of Target(2) | | | Threshold (25% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | | | | Revenue (40% weighting) | | | | 109.6% | 43.8% | | AOI (40% weighting) | | | | 182.1% | 72.8% | | Total Weighted Payout (Financial Component) | | | | | 116.6% |

  36. Fiscal 2024 Annual ICP Results

    (1) Payout percentages were determined by interpolating for performance between discrete points shown in the table above. (2) Calculated for each metric based on "Payout % of Target" multiplied by the metric weighting; final results added together to arrive at Total Weighted Payout. Results for Strategic/Leadership MBOs (representing 10% of ICP): Each NEO’s individual payout factor is based on an assessment of their performance against executive strategic/leadership objectives established at the beginning of fiscal 2024 (described in the Strategic/Leadership MBO section above). Total weighted payout for NEOs ranged from 9.0% to 12.5% as noted in the table below.

  37. Fiscal 2024 Annual ICP Results

    | Name | Fiscal 2024 Achievements against Strategic/Leadership MBOs | MBO Payout (% of target) | Weighted MBO Payout | | George Kurian | • Progressed the cloud strategy and positioned the segment for the next phase of growth in the context of the enterprise strategy | 110% | 11.0% | | Michael J. Berry | • Strengthened operating foundations (reporting, transaction processing, etc.), and forecasting to accelerate business and customer processes | 90% | 9.0% | | Cesar Cernuda | • Streamlined Go-To-Market organization and execution in cloud, implemented customer success model and accelerated growth | 125% | 12.5% | | Harvinder S. Bhela | • Reduced number of individual products to focus on fewer, more differentiated positions with long-term strategic objectives for each portfolio position • Delivered on key product roadmap priorities and targets and accelerated through the year | 100% | 10.0% | | Elizabeth M. O’Callahan | • Enabled the capabilities needed to more quickly acquire customers and position NetApp for speed and scale | 125% | 12.5% |

  38. Fiscal 2024 Annual ICP Results

    | | Threshold (25% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Payout % of Target(1) | Weighted Payout % of Target(2) | | Women Representation (global; 5% weighting) | | | | 200.0% | 10.0% | | Black / African American Representation (U.S. only; 2.5% weighting) | | | | 0.0% | 0.0% | | Hispanic / Latino Representation (U.S. only; 2.5% weighting) | | | | 25.2% | 0.6% | | Total Weighted Payout (DEI&B Component) | | | | | 10.6% |

  39. Fiscal 2024 Annual ICP Results

    | | | Weighted Payout (%) by ICP Component | | | | | | Name | Target Award(1) | Financial Goals | Strategic/ Leadership MBOs | DEIB MBOs | Fiscal 2024 Annual ICP(2) | Actual Award as a %(2) of Target Award | | George Kurian | $1,700,000 | 116.6% | 11.0% | 10.6% | $2,350,726 | 138.3% | | Michael J. Berry | $682,211 | 116.6% | 9.0% | 10.6% | $929,704 | 136.3% | | Cesar Cernuda(3) | $933,319 | 116.6% | 12.5% | 10.6% | $1,304,574 | 139.8% | | Harvinder S. Bhela | $770,000 | 116.6% | 10.0% | 10.6% | $1,057,041 | 137.3% | | Elizabeth M. O’Callahan | $462,447 | 116.6% | 12.5% | 10.6% | $646,398 | 139.8% |

  40. Fiscal 2024 Annual ICP Results

    (1) Target award is based on actual salary paid. (2) Sum of the individual payout components may not reflect the totals due to rounding. Mr. Cernuda is paid in EUR. The value shown is converted to USD based on the foreign exchange rate on April 26, 2024. Long-Term Equity Incentive Compensation The grant of equity awards to our NEOs is designed to align their interests with those of stockholders and provide them with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. The mix of PBRSUs versus RSUs is reviewed by the Talent and Compensation Committee annually and may change from year to year.

  41. Fiscal 2024 Long Term Equity Incentive Compensation Decisions

    Fiscal 2024 Long Term Equity Incentive Compensation Decisions In fiscal 2024, the Talent and Compensation Committee granted PBRSUs and RSUs to the NEOs. The target mix of equity awards was consistent with fiscal 2023: 75% PBRSUs and 25% RSUs for the CEO; 70% PBRSUs and 30% RSUs for the President, Chief Product Officer and Chief Financial Officer; and 60% PBRSUs and 40% RSUs for the Chief Legal Officer. We believe that this mix of long-term performance-based versus service-vested awards for these executives appropriately reflects their relative impact upon, and accountability for, our stock price and operational performance over time. The following chart shows the grants of PBRSUs and RSUs to our NEOs in fiscal 2024. The target dollar values of the grants, as approved by the Talent and Compensation Committee, may differ from the dollar values in the Summary Compensation Table because the values in the Summary Compensation Table are calculated based on prescribed valuation and disclosure standards.

  42. Fiscal 2024 Long Term Equity Incentive Compensation Decisions

    | Name | Total Target $ Value of Grants | Target Number of PBRSUs | Number of RSUs | | George Kurian | $13,800,000 | 138,500 | 46,166 | | Michael J. Berry | $5,000,000 | 46,836 | 20,072 | | Cesar Cernuda | $7,000,000 | 65,570 | 28,101 | | Harvinder S. Bhela | $5,500,000 | 51,518 | 22,079 | | Elizabeth M. O’Callahan | $3,000,000 | 24,086 | 16,058 |

  43. Fiscal 2024 Long Term Equity Incentive Compensation Decisions

    | PBRSUs | | | What are they? | PBRSUs provide an opportunity for each NEO to earn shares of our common stock based on achievement of performance goals approved by the Talent and Compensation Committee. | | How are they set? | The Talent and Compensation Committee determines the eligibility of each NEO for PBRSUs annually at the beginning of the fiscal year when it approves the performance goals, performance periods, Performance Peer Group and target share amounts that can be earned. The Company does not guarantee PBRSU grants or minimum payouts to any executive. The Talent and Compensation Committee certifies the level of performance achieved and resulting payouts shortly after the end of the performance period. | | Why are they important? | Performance-based, long-term equity compensation aligns the interests of our NEOs with the interests of our stockholders, rewards executives for delivering long-term performance, serves as an important retention tool and aligns the contributions and efforts of NEOs with NetApp’s future success. |

  44. Fiscal 2024 Long Term Equity Incentive Compensation Decisions

    For fiscal 2024, the Talent and Compensation Committee maintained the design and structure of the PBRSU program from fiscal 2023. For fiscal 2024 grants, 50% of the PBRSU awards were subject to the achievement of goals based on 3-year cumulative TSR performance relative to the companies in a Performance Peer Group (as described below). The Talent and Compensation Committee elected to maintain relative TSR as a fiscal 2024 PBRSU performance metric because it is an objective indicator of the Company’s long-term performance and provides strong alignment between the interests of NEOs and the stockholders. TSR performance will be measured against our 2024 Performance Peer Group. The other 50% of the PBRSUs may be earned and issued based on an average of the Company's performance against three annual financial targets for Billings (calculated by adding net revenues to the change in total deferred revenue and financed unearned services revenue as reported on our Condensed Consolidated Statements of Cash Flows for the same period, computed on a constant currency basis). In light of continued macro-level uncertainty and the challenges of forecasting over a multi-year period, the Talent and Compensation Committee determined to continue setting annual Billings targets at the beginning of each fiscal year during the performance period, allowing the Talent and Compensation Committee to take changes in business context into account each year. PBRSUs vest, to the extent earned, at the end of the total 3-year performance period based on the Company’s performance over the performance period (unless shortened due to a change of control or termination due to death or disability), subject to continued service through the vesting date. The PBRSUs granted in fiscal 2024 have the following features: During each fiscal year in the 3-year performance period, actual Billings are measured as a percentage of that year’s Billings target. The Billings target is set at the beginning of each year in the 3-year performance period. At the end of the 3-year performance period, the three Billings Result Percentages are averaged for a “Billings Result Average”. That Billings Result Average is multiplied by the target number of PBRSUs and the resulting eligible PBRSUs generally vest at the end of the 3-year performance period.

  45. PBRSU Performance Peer Group

    PBRSU Performance Peer Group The Performance Peer Group is used to measure NetApp's relative TSR performance for the fiscal 2024 PBRSU grant and determine payouts for this component of the award following the 3-year performance period. Unlike the Compensation Peer Group, which is used to benchmark executive pay levels, size and complexity are less of a factor in the Performance Peer Group selection process. For fiscal 2024, the companies in the Performance Peer Group were selected primarily based on the criteria below. • Degree of correlation between NetApp's share price movements and peer candidate movements; • Peer company share price volatility, market cap and dividend yield; and • Similarities of business models The fiscal 2024 “Performance Peer Group” consisted of:

  46. PBRSU Performance Peer Group

    | • | • Akamai • Arista Networks • Cisco Systems • Commvault • Dell • F5 Networks | • HP Enterprise • IBM • Juniper Networks • Microsoft • Nutanix • Palo Alto Networks | • Pure Storage • Seagate Technology • Teradata • VMware* • Western Digital • Xerox | | | * VMware was acquired by Broadcom during the performance period | | |

  47. Service-Vested RSUs

    Service-Vested RSUs

  48. Service-Vested RSUs

    | What are they? | Service-vested RSUs allow the recipient to earn a fixed number of shares of our common stock for their continued service to the Company. The annual RSU awards vest as to 25% of the RSUs after 1 year and then quarterly over the next 3 years (for a 4-year total vest), subject to continued service through the applicable vesting date. New hire RSU awards generally vest over three years in equal annual installments. | | How are they set? | The Talent and Compensation Committee determines the eligibility of each NEO for RSUs annually in the first quarter of the fiscal year when it approves the share amounts granted. The Company does not guarantee RSU grants to any executive. | | Why are they important? | The Talent and Compensation Committee grants service-vested RSUs to promote retention while aligning the ultimate award value directly with changes in our stock price over the vesting period. |

  49. Target Values versus Accounting Values

    Target Values versus Accounting Values Because of the rules governing the preparation of the Summary Compensation Table on page 61, which require the disclosure of the grant date accounting value for equity awards granted in a particular fiscal year, the grant date value for RSUs and PBRSUs awarded in fiscal 2024 as reported in the Summary Compensation Table are different than the target award values set forth in the table on page 52. As discussed above, the Talent and Compensation Committee approves dollar-denominated target award values. These target award values are translated into an actual number of RSUs and PBRSUs using the unweighted average of the Nasdaq closing price for the 20 trading days preceding the grant date. At the beginning of the first year of the TSR-based PBRSUs’ 3-year performance period, the Talent and Compensation Committee establishes TSR-based PBRSU performance goals for the 3-year performance period. The target grant values set forth in the table above reflect the value of the entire 2024 PBRSUs tied to TSR performance. As described above with respect to Billings-based PBRSUs, at the beginning of each year of the Billings-based PBRSUs’ 3-year performance period, the Talent and Compensation Committee establishes the Billings targets for such year. The target grant values set forth in the table above reflect the value of the entire 2024 PBRSUs, without regard for when the Billings targets are established. Under the applicable reporting rules, certain tables, including the Summary Compensation Table, only reflect the value of grants made during the year for which the applicable targets have been determined. With respect to the fiscal 2024 Billings-based PBRSUs, only the Billings target for the 2024 fiscal year, the first fiscal year of the 3-year performance period, was approved at the time the PBRSUs were awarded in fiscal 2024. As a result, for the 2024 Billings-based PBRSUs, certain tables, including the Summary Compensation Table, do not include the value of the Billings-based PBRSUs for which targets are established in fiscal 2025 or fiscal 2026. Such amounts will be included in the applicable table, including as equity compensation in the Summary Compensation Table, for fiscal 2025 and fiscal 2026, respectively, when the Billings targets are established. Moreover, the 2024 Stock Awards section of the Summary Compensation Table includes the second fiscal year of the 2023 Billings-based PBRSUs linked to the performance goal established for fiscal 2024. The Talent and Compensation Committee considered the full value of the 2024 PBRSU award when making the 2024 Billings-based PBRSU grant. With respect to RSUs, the values reflected in the Summary Compensation Table are computed as the product of the number of RSUs awarded multiplied by the closing stock price on the date of grant less the present value of expected dividends during the vesting period, discounted at a risk-free interest rate.

  50. Payouts for the Fiscal 2022 PBRSUs

    Payouts for the Fiscal 2022 PBRSUs PBRSUs granted in fiscal 2022 allowed the recipient to earn a variable number of shares of our common stock based on the performance of our TSR compared to a Performance Peer Group at the end of the 3-year performance period. The performance period for the PBRSUs granted in fiscal 2022 ended as of April 26, 2024. The Talent and Compensation Committee certified performance and vesting for the NEOs based on the following pre-determined payout scale: NetApp’s annualized TSR for the fiscal 2022 through fiscal 2024 PBRSU performance period was 13.61% which was at the 58th percentile of the Performance Peer Group, resulting in a payout of 131.58% of target. The Talent and Compensation Committee certified PBRSU performance and vesting, by NEO, as follows:

  51. Payouts for the Fiscal 2022 PBRSUs

    | Name | PBRSUs Shares Vested | | George Kurian | 142,369 | | Michael J. Berry | 45,395 | | Cesar Cernuda | 70,526 | | Harvinder S. Bhela | 154,568 | | Elizabeth M. O’Callahan | — |

  52. Payouts for the Fiscal 2022 PBRSUs

    Ms. O’Callahan did not receive fiscal 2022 PBRSU awards. Looking Ahead - Fiscal 2025 Compensation Program The Talent and Compensation Committee and management team regularly review and assess the structure and alignment of executive pay plans. For fiscal 2025, the Talent and Compensation Committee made the following changes to the Annual ICP to continue to focus on key measures of growth and operational strength: • AOI remains weighted 40%; • Revenue is weighted 30% compared with 40% for fiscal 2024; • Strategic growth initiatives are represented by new quantitative goals (weighted 20%), which replace the Strategic/Leadership MBOs that were weighted 10% in fiscal 2024; and • Inclusive culture and leadership goals remain weighted 10%. For fiscal 2025, the Talent and Compensation Committee also made certain changes to the Long-Term Incentive Plan, including providing that the vesting of outstanding service-vesting RSUs will be accelerated in full in the event of termination due to death or permanent disability. This change was made to align with market practice and our total rewards philosophy. In addition for TSR-based PBRSUs only, we also changed the 30-day averaging period to start at the grant date, rather than beginning of the new fiscal year, to align performance with the timing of the grant. Establishing Compensation Role of the Talent and Compensation Committee The Talent and Compensation Committee oversees and approves all compensation arrangements for our NEOs. Each year, the Talent and Compensation Committee: • Reviews our executive compensation program design and effectiveness and adjusts the program to support our business, taking into consideration the needs of the business, compensation peer data and other market prevalence and trend data, recommendations by our CEO and compensation consultant, shareholder input, retention and succession planning considerations, and legal, financial, and regulatory developments; • Approves compensation decisions for NEOs, taking into account the recommendations of the CEO for all NEOs except himself, by setting compensation levels and targets for the performance-based elements of our compensation program for the current fiscal year and certifying achievement of performance targets and determining the associated payouts for the prior fiscal year; • Assesses performance of our CEO (together with the independent members of our Board); • Addresses executive compensation matters as they arise during the fiscal year due to personnel changes, changes in status and retention considerations; and • Evaluates the effectiveness of our executive compensation program, including whether the program encourages excessive risk-taking. A note about our focus on talent and the importance of employee engagement: In accordance with its charter, the Talent and Compensation Committee is charged with the regular oversight of human capital strategy including certain programs related to corporate culture, workforce diversity and inclusion, talent acquisition, employee engagement, development, retention, and succession planning. These elements are foundational to sustainable performance and supporting a positive work environment. We regularly seek feedback from our employees to understand key tenets of our culture and to align employee investments, and this is reviewed with the Talent and Compensation Committee and used in the consideration of our future plans. This is an on-going cycle and remains a commitment to ensure a holistic view of the business. CEO Input The Talent and Compensation Committee solicits input from our CEO regarding all elements of the compensation to be paid to those executives reporting to him, including all NEOs other than himself. As part of the annual review process, our CEO provides compensation recommendations for the executives consistent with our pay principles and competitive market data. His recommendations are based on his assessment of each NEO’s responsibilities and contributions to overall Company performance. Determining CEO Pay With respect to compensation for our CEO, the Chair of the Talent and Compensation Committee reviews the CEO’s self-assessment and solicits input from the Board of Directors as to their perspectives of the CEO’s and the Company’s performance. The Talent and Compensation Committee approves all aspects of our CEO’s pay. Role of the Compensation Consultant In making its decisions regarding compensation, the Talent and Compensation Committee obtains the advice and counsel of an independent compensation consultant. In fiscal 2024, the Talent and Compensation Committee again retained Meridian Compensation Partners, LLC (the “Consultant”) as its independent compensation consultant. The Consultant provides information and guidance on our compensation strategy, peer groups, competitive pay levels and pay practices, investor and proxy advisor preferences, alignment between our executive pay and performance, design of our incentive plans, including performance measures and goals, our annual compensation risk assessment, and Board compensation. The Consultant provided no other services to the Company other than those requested and approved by the Talent and Compensation Committee in fiscal 2024. The Talent and Compensation Committee assessed the independence of the Consultant pursuant to SEC rules and concluded that no conflict of interest existed that would prevent the Consultant from independently advising the Talent and Compensation Committee. Compensation Peer Group and Use of Market Data Each year, the Talent and Compensation Committee reviews and approves a Compensation Peer Group composed of technology companies. For fiscal 2024, the companies in the Compensation Peer Group were selected primarily based on the following criteria: Similar revenue, market capitalization, number of employees, and other comparable business considerations; • Operating in the various markets in which we compete for talent; and • Similar business models / share price behavior. The Talent and Compensation Committee also used relevant subsets of these peers to evaluate certain other pay practices, including the mix of compensation vehicles and measures used in incentive plans. For fiscal 2024, the Talent and Compensation Committee removed two peer companies (Commvault and Teradata) from the fiscal 2023 Compensation Peer Group after considering the factors described above. At the time of the Talent and Compensation Committee’s review, NetApp remained positioned appropriately in terms of business and talent objectives and those factors considered for size and scope of the Company shown below.

  53. Payouts for the Fiscal 2022 PBRSUs

    | | NetApp(1) | Percentile | | Trailing Twelve-Months Revenue | $6,452M | | | Market Capitalization | $13,444M | | | Number of Employees | ~12,000 | |

  54. Payouts for the Fiscal 2022 PBRSUs

    (1) Source: S&P Capital IQ; based on NetApp and peer financials at the time of the Compensation Peer Group review (Fall 2022) used to inform fiscal 2024 pay decisions. The fiscal 2024 “Compensation Peer Group” consisted of:

  55. Payouts for the Fiscal 2022 PBRSUs

    | • | • Adobe • Akamai • Arista Networks • Citrix Systems • F5 Networks • Gen Digital • HP Enterprise | • Intuit • Juniper Networks • Nutanix • Palo Alto Networks • Pure Storage • Salesforce • Seagate Technology | • ServiceNow • Splunk • VMware • Western Digital • Workday |

  56. Payouts for the Fiscal 2022 PBRSUs

    In determining each NEO’s pay positioning with respect to their target total compensation, the Talent and Compensation Committee reviewed each NEO’s current target total compensation and the ranges of base salary, target annual cash incentive and equity compensation at the 25th, 50th, 65th and 75th percentiles within the Compensation Peer Group. The Talent and Compensation Committee also considered multiple other factors, including, but not limited to, internal equity and hierarchy, succession planning, individual performance, Company performance, strategic role and tenure, before applying its judgment in approving proper levels of each component of compensation for each NEO. Other Compensation for NEOs Separation and Change of Control Arrangements

  57. Change of Control

    Change of Control The Talent and Compensation Committee maintains change of control severance agreements for its key senior executives to: (1) assure we will have the continued dedication and objectivity of our senior executives, notwithstanding the possibility of a change of control of the Company, thereby aligning the interests of these key senior executives with those of our stockholders in connection with potentially advantageous offers to acquire the Company; and (2) create a total executive compensation plan that is competitive with our Compensation Peer Group. The Talent and Compensation Committee from time to time determines which key senior executives will receive a change of control severance agreement. Individuals are selected as needed to support the above outlined objectives. The terms of the Company’s change of control severance agreements are described in further detail in the section below titled “Potential Payments upon Termination or Change of Control.” The Talent and Compensation Committee believes that these change of control severance agreements satisfy the objectives above and ensure that key executives are focused on the Company’s goals and objectives and the interests of our stockholders. Each of our NEOs entered into a change of control severance agreement with the Company in connection with their respective hiring or promotion. Please see “Termination of Employment and Change of Control Agreements – Change of Control Severance Agreements” below for further information on the change of control severance agreements. NetApp may pay cash compensation to a departing executive in exchange for any requested services, such as an orderly and stockholder-focused transition to the respective successor, performance during the lead-up period until the executive’s departure, and/or in exchange for a release and restrictive covenants.

  58. Retirement

    Retirement Consistent with the practice of many companies, and to encourage our employees to remain employed with the Company through the date of the applicable vesting event, retirement-eligible executives receive pro-rata vesting on their outstanding RSUs and PBRSUs (pro-rated payout is generally based on actual performance at the end of the applicable PBRSU performance period), when they terminate due to retirement. NetApp does not pay cash severance to retiring executives. The Talent and Compensation Committee has adopted a framework providing that retirement-eligible NEOs will receive a prorated bonus (based on actual performance and the time employed during a fiscal year, at the end of the Annual ICP performance period) if they retire during the fiscal year. Retirement eligible NEOs who retire during a fiscal year may also be eligible to receive prorated bonus targets and payouts based on their period of employment during the applicable fiscal year.

  59. Death or Disability Termination

    Death or Disability Termination If an NEO’s employment terminates due to death or permanent disability (a “Qualifying Termination”), then the measurement period of PBRSUs shall terminate on the date of the Qualifying Termination and the number of PBRSUs that vest (measured based on the actual performance of the Company’s TSR or Company performance, as applicable) will be prorated based on the percentage of time worked during the applicable performance period. In addition, the Talent and Compensation Committee approved an amendment to the Company’s outstanding and unvested RSU grants for which RSUs have not fully vested, effective as of June 6, 2024, subject to the applicable plan participant’s continued employment with the Company, to accelerate the vesting of RSUs in the event of a participant’s termination due to death or disability. Prior to this amendment, the outstanding RSUs for NEOs terminate due to death or a permanent disability would be forfeited upon termination of employment. Please see “Termination of Employment and Change of Control Agreements” below for more information. Supplemental Benefits and Perquisites The Company provides limited supplemental benefits and perquisites to our NEOs. Our NEOs are also entitled to a preventative care medical benefit of an annual physical with a dollar value of up to $2,500 per calendar year not available to nonexecutives. Other Benefits and Reimbursements NEOs are eligible to participate in local employee benefit plans, such as medical, dental, vision, group life and accidental death and dismemberment insurance, our nonqualified deferred compensation program, and 401(k) plan for executives located in United States. We match 100% of the first 2% of eligible earnings contributed to our 401(k) plan, and match 50% of the next 4% of eligible earnings contributed, up to a maximum of $6,000 per calendar year. Under the Company’s nonqualified deferred compensation program (discussed in further detail below), eligible participating employees (including NEOs) may defer a percentage of their compensation. The program permits contributions on a tax deferred basis in excess of IRS limits imposed on 401(k) plans as permitted and in compliance with Section 409A. Mr. Cernuda is located in Spain and is eligible to participate in the local employee benefits plans, including the Spanish defined contribution plan that is similar in substance to the Company’s tax-qualified 401(k) plan. The annual contribution amount is 5% of pensionable earnings. Pensionable earnings is defined as Base Pay plus average of current and past year target Annual ICP. Compensation Policies and Practices Stock Ownership Guidelines The Board believes that stock ownership by the Company’s directors and executives helps to align the interests of the Company’s directors and executives with the interests of the Company’s stockholders. The Company has established the following minimum stock ownership guidelines for the Company’s directors, CEO, and Executive Vice Presidents:

  60. Guideline as a Multiple of Salary/Cash Board Retainer

    Guideline as a Multiple of Salary/Cash Board Retainer Independent Directors Chief Executive Officer Executive Vice Presidents Shares counted toward the guideline include 50% of shares underlying unvested restricted stock units, shares owned outright by the director or executive or their immediate family, shares held in trust for the benefit of the director or executive or their immediate family, and any shares underlying vested restricted stock units that have been deferred under the Company's deferred compensation plans. Once a covered executive or independent director becomes subject to these guidelines (i.e., generally upon hire, promotion, or election), they have five years to comply with these guidelines. Once achieved, ownership at the guideline amount must be maintained. All of the covered executives were in compliance with the guidelines as of the end of fiscal 2024. All of the directors, other than Mr. Gustafsson, also met the guidelines as of the end of fiscal 2024. Mr. Gustafsson was appointed to the Board in November 2023 and is not required to meet the guidelines until 2028. Clawback Policy The Board adopted a clawback policy for NEOs and other senior executives, which gives the Board discretion to require that designated Company employees repay cash incentive and/or equity compensation (including time and performance-vesting equity awards) to the Company if the Board determines that the individual’s actions caused or partially caused the Company to materially restate all or a portion of its financial statements on which such compensation was calculated. Such determination must be made by the Board within three years of the date of filing of the applicable financial statements. The Talent and Compensation Committee believes that the Company’s clawback policy is in keeping with good standards of corporate governance and mitigates the potential for excessive risk taking by Company executives. The Board also adopted a new mandatory clawback policy (effective November 15, 2023) which supplements NetApp's discretionary clawback policy described above and was intended to comply with the new SEC and Nasdaq requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Anti-Hedging and Anti-Pledging Policies Our Board has adopted a policy prohibiting all employees and members of the Board from engaging in any hedging transactions with respect to any equity securities of the Company held by them, including the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to hedge or offset any decrease in the market value of such equity securities. The Company’s Insider Trading Policy prohibits all employees of the Company and members of the Board from pledging the Company’s securities as collateral for a loan.

  61. Executive Compensation Tables and Related Information

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)10 | Total ($) | | George Kurian(5a, 5b) | 2024 | 1,000,000 | — | 14,377,251 | — | 2,350,726 | — | 13,482 | 17,741,459 | | Chief Executive Officer | 2023 | 1,000,000 | — | 9,908,566 | — | 448,375 | — | 13,482 | 11,370,423 | | | 2022 | 991,346 | — | 15,745,686 | — | 2,133,037 | — | 13,482 | 18,883,551 | | Michael J. Berry(6a, 6b) | 2024 | 620,192 | — | 5,196,713 | — | 929,704 | — | 18,159 | 6,764,768 | | Executive Vice President | 2023 | 600,000 | — | 3,646,112 | — | 172,838 | — | 15,170 | 4,434,120 | | and Chief Financial Officer | 2022 | 600,000 | — | 5,911,920 | — | 835,560 | — | 11,934 | 7,359,414 | | Cesar Cernuda(7a, 7b) | 2024 | 717,938 | — | 7,367,403 | — | 1,304,574 | — | 99,702 | 9,489,617 | | President | 2023 | 742,141 | — | 5,671,847 | — | 251,750 | — | 158,767 | 6,824,505 | | | 2022 | 708,877 | — | 9,182,310 | — | 1,180,497 | — | 145,346 | 11,217,030 | | Harvinder S. Bhela(8a, 8b) | 2024 | 700,000 | — | 5,788,583 | — | 1,057,041 | — | 9,726 | 7,555,350 | | Executive Vice President | 2023 | 700,000 | — | 4,456,341 | — | 201,644 | — | 10,168 | 5,368,153 | | and Chief Product Officer | 2022 | 199,231 | 1,000,000 | 18,939,458 | — | 271,827 | — | 6,182 | 20,416,698 | | Elizabeth M. | 2024 | 524,231 | — | 3,106,947 | — | 646,398 | — | 14,611 | 4,292,187 | | O’Callahan(9a, 9b) | 2023 | 500,000 | — | 2,294,808 | — | 105,500 | — | 10,600 | 2,910,908 | | Executive Vice President, | 2022 | 449,038 | — | 2,226,546 | — | 449,606 | — | 11,307 | 3,136,497 | | Chief Legal Officer and Corporate Secretary | | | | | | | | | |

  62. Termination of Employment and Change of Control Agreements

    | | | Potential Payments Upon | | | | | | | | | Death or | | Involuntary Termination | | Voluntary Termination | | | | | Disability(5) | Retirement (7) | Other Than For Cause | | For Good Reason | | | | | | | | On or Within | | On or Within | | | | | | Prior to | 24 Months | Prior to | 24 Months | | | | | | Change | Following Change | Change of | Following Change | | | | | | of Control | of Control | Control | of Control | | Name | Type of Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | George Kurian | Cash severance payments | — | — | 3,200,000(1) | 7,750,726(2) | 3,200,000(1) | 7,750,726(2) | | | Vesting acceleration of RSUs & PBRSUs(3) | 29,527,359 | 29,143,825 | — | 56,786,143(4)(6) | — | 56,786,143(4)(6) | | | Continued coverage of employee benefits(10) | — | — | 46,283 | 61,711 | 46,283 | 61,711 | | | Total termination benefits | 29,527,359 | 29,143,825 | 3,246,283 | 64,598,580 | 3,246,283 | 64,598,580 | | Michael J. Berry | Cash severance payments | — | — | 1,307,211(1) | 2,890,521(11) | 1,307,211(1) | 2,890,521(11) | | | Vesting acceleration of RSUs & PBRSUs(3) | 9,735,685 | — | — | 20,325,481(4)(6) | | 20,325,481(4)(6) | | | Continued coverage of employee benefits(12) | — | — | 22,477 | 33,715 | 22,477 | 33,715 | | | Total termination benefits | 9,735,685 | — | 1,329,688 | 23,249,717 | 1,329,688 | 23,249,717 | | Cesar Cernuda | Cash severance payments | — | — | 2,010,225(13) | 3,781,459(11) | 2,010,225(13) | 3,781,459(11) | | | Vesting acceleration of RSUs & PBRSUs(3) | 14,808,873 | — | — | 29,104,003(4)(6) | — | 29,104,003(4)(6) | | | Continued coverage of employee benefits(12) | — | — | — | — | — | — | | | Total termination benefits | 14,808,873 | — | 2,010,225 | 32,885,462 | 2,010,225 | 32,885,462 | | Harvinder S. Bhela | Cash severance payments | — | — | 1,470,000(1) | 3,262,041(11) | 1,470,000(1) | 3,262,041(11) | | | Vesting acceleration of RSUs & PBRSUs(3) | 21,682,897(8) | — | 11,903,336(9) | 28,267,017(4)(6)(9) | 11,903,336(9) | 28,267,017(4)(6)(9) | | | Continued coverage of employee benefits(12) | — | — | 31,351 | 47,027 | 31,351 | 47,027 | | | Total termination benefits | 21,682,897 | — | 13,404,687 | 31,576,085 | 13,404,687 | 31,576,085 | | Elizabeth M. O'Callahan | Cash severance payments | — | | 992,447(1) | 2,135,068(11) | 992,447(1) | 2,135,068(11) | | | Vesting acceleration of RSUs & PBRSUs(3) | 2,698,823 | 2,630,527 | — | 9,384,577(4)(6) | — | 9,384,577(4)(6) | | | Continued coverage of employee benefits(12) | — | | 35,767 | 53,650 | 35,767 | 53,650 | | | Total termination benefits | 2,698,823 | 2,630,527 | 1,028,214 | 11,573,295 | 1,028,214 | 11,573,295 |

  63. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of George Kurian, our CEO. Under the pay ratio rules, a company is required to identify its median employee only once every three years and calculate total compensation for that employee each year, provided that, during the Company’s last completed fiscal year there has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. Due to the changes in the employee population during fiscal 2024, the Company most recently determined its median employee as of April 26, 2024 (fiscal year end 2024). We determined our median employee from the global Company employee population (except the CEO) as of April 26, 2024 using earned annual base salary and earned base wages as well as cash incentive targets (including with respect to commissions targets). All foreign currencies were converted to U.S. dollars using the April 2024 average exchange rates. We annualized the salaries and target incentives / commissions for employees that were employed for a portion of the year. We did not exclude any employees from the calculation of the median or use any cost-of-living adjustments. The median employee’s annual total compensation for fiscal 2024 as of April 26, 2024 is calculated in the same manner that we calculate our CEO’s total compensation as shown in the Summary Compensation Table. We determined that the median employee’s annual total compensation was $140,410. In fiscal 2024, our CEO’s annual total compensation was $17,741,459 as shown in the Summary Compensation Table. The fiscal 2024 ratio of our CEO’s annual total compensation to that of our median employee is 126:1. NetApp believes that its methodology, which is consistent with the requirements of the SEC, yielded a reasonable estimate of the pay ratio. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. Thus, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  64. Pay Versus Performance

    Pay Versus Performance This section should be read in conjunction with the Compensation Discussion & Analysis in this Proxy Statement, which includes additional discussion of the objectives of our executive compensation program and how they are aligned with the Company’s financial and operational performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) (CAP) and certain financial performance measures of the Company. For further information concerning our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the Compensation Discussion & Analysis section of this Proxy Statement. Pay Versus Performance Table

  65. Pay Versus Performance

    | | | | Average | Average | | | | | | | | | Summary | Compensation | Value of Initial Fixed $100 | | | | | | | | Compensation | Actually Paid | Investment Based On: | | | | | | Summary | Compensation | Table for Non- | to Non-PEO | | Peer Group | | Adjusted | | | Compensation | Actually Paid | PEO Named | Named | Total | Total | | Operating | | | Table Total for | to CEO/PEO | Executive | Executive | Shareholder | Shareholder | Net Income | Income | | Fiscal Year(1) | CEO/PEO ($) | ($)(2) | Officers ($) | Officers ($)(2) | Return ($) | Return ($)(3) | ($ millions) | ($ millions)(4) | | 2024 | 17,741,459 | 39,832,980 | 7,025,481 | 16,382,651 | 263.82 | 245.24 | 986 | 1,325 | | 2023 | 11,370,423 | (3,130,451) | 4,883,872 | 3,274,077 | 159.90 | 175.17 | 1,274 | 1,227 | | 2022 | 18,883,551 | 17,384,526 | 8,466,683 | 4,539,483 | 180.47 | 162.08 | 937 | 1,251 | | 2021 | 14,358,852 | 41,911,587 | 6,478,405 | 14,519,389 | 179.77 | 159.07 | 730 | 987 |

  66. Pay Versus Performance

    (1) The PEO for each year was George Kurian. The Non-PEO NEOs for (i) fiscal years 2024 and 2023 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela and Elizabeth M. O’Callahan, (ii) fiscal year 2022 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Elizabeth M. O’Callahan, Bradley R. Anderson and Matthew K. Fawcett, and (iii) fiscal year 2021 were Michael J. Berry, Cesar Cernuda, Bradley R. Anderson, Matthew K. Fawcett and Henri Richard. (2) “Compensation Actually Paid” to the CEO/PEO and the average “Compensation Actually Paid” to the Non-PEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  67. Pay Versus Performance

    | | FY 2024 ($) | | | Total Equity Award Adjustments to Determine Compensation “Actually Paid” | CEO/PEO | Non-PEO | | Total Reported in Summary Compensation Table | 17,741,459 | 7,025,481 | | Less change in actuarial present value reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the summary compensation table | - | - | | Plus “service cost” for pension plans | - | - | | Less for amounts reported under the “Stock Awards” column in the summary compensation table | (14,377,251) | (5,364,912) | | Less for amounts reported under the “Option Awards” column in the summary compensation table | - | - | | Plus the fair value of awards as of the end of the covered year granted during the covered year that remain outstanding and unvested as of year-end | 20,210,200 | 7,521,332 | | Plus the change in fair value from prior year-end to current year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | 15,103,212 | 6,475,038 | | Plus fair value for awards that are granted and vested in the covered year | - | - | | Less the change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 1,155,360 | 725,713 | | Less the fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | - | - | | Plus the dollar value of any dividends or other earnings paid on awards in the covered year prior to the vesting date that are not otherwise included | - | - | | Total Equity Award Adjustments | 22,091,521 | 9,357,171 | | Compensation Actually Paid | 39,832,980 | 16,382,651 |

  68. Pay Versus Performance

    “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table. (3) We selected the S&P 500 Information Technology Sector as our peer group for purposes of this disclosure, which is an industry peer group reported as required by Item 201(e) of Regulation S-K in the Company’s Annual Report on Form 10-K filed with the SEC on June 10, 2024. Historical stock performance is not necessarily indicative of future stock performance. (4) Adjusted Operating Income represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Adjusted Operating Income is non-GAAP operating income less stock compensation expense. For a reconciliation of Adjusted Operating Income to the most directly comparable GAAP financial measure and insight into how Adjusted Operating Income is considered by management, please see Annex A to this Proxy Statement. Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects our commitment to pay-for-performance. We selected adjusted operating income as our Company Selected Measure for purposes of evaluating Pay Versus Performance because it is a key performance metric within our Annual ICP and underlying factor in achieving the performance targets for our long-term incentive compensation programs. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic depictions of the relationships between information presented in the Pay Versus Performance table. CAP and TSR The graph below shows the relationship between (i) the total return to stockholders on our common stock and the return on the S&P 500 Information Technology Sector through the end of the listed fiscal year, in each case assuming that $100 was invested in our common stock and in the S&P 500 Information Technology Sector on April 24, 2020 and that any dividends were reinvested, and (ii) the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of Fiscal Year 2024, 2023, 2022 and 2021.

  69. Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

    Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return CAP and Net Income The graph below shows the relationship between our net income and the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of Fiscal Year 2024, 2023, 2022 and 2021.

  70. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income CAP and Adjusted Operating Income The graph below shows the relationship between our adjusted operating income and the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of Fiscal Year 2024, 2023, 2022 and 2021.

  71. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    Relationship Between Compensation Actually Paid and Adjusted Operating Income Tabular List of Most Important Financial Performance Measures As described in greater detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. We utilize metrics for our short- and long-term incentive compensation programs based on an objective of driving profitable growth and increasing stockholder value. Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we used to link compensation actually paid to our NEOs, including our CEO, for Fiscal Year 2024, to Company performance. These measures are not ranked by importance.

  72. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    | Adjusted Operating Income* | | Revenue | | Billings** | | Relative Total Shareholder Return |

  73. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    * Adjusted Operating Income is non-GAAP operating income less stock compensation expense. For a reconciliation of Adjusted Operating Income to the most directly comparable GAAP financial measure and insight into how Adjusted Operating Income is considered by management, please see Annex A to this Proxy Statement. ** Billings is not prepared in accordance with GAAP. A definition of Billings can be found in the Long-Term Equity Incentive Compensation -- PBRSUs section on page 53 above.