DEF 14A of NetApp, Inc., Jul 25, 2025

DEF 14A of NetApp, Inc.

Filed Jul 25, 2025 · FY20250000950170-25-098850

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  1. Table of Contents

    | Index of Frequently Requested Information | | | Auditor Fees | 80 | | Beneficial Ownership Table | 100 | | Board Leadership | 29 | | CEO Pay Ratio | 75 | | Clawback Policies | 61 | | Code of Conduct | 35 | | Compensation Discussion and Analysis | 42 | | Compensation Consultant Compensation Peer Group | 57 57 | | Corporate Governance Guidelines | 28 | | Director Attendance | 26 | | Director Independence | 26 | | Director Nominee Biographies | 16 | | Director Nominee Skills Matrix | 25 | | Financial Performance | 42 | | Insider Trading Policy | 35 | | Related Party Transactions | 102 | | Stock Ownership Guidelines | 60 | | Succession Planning | 31 | | Summary Compensation Table | 63 |

  2. Our Board of Directors

    Our Board of Directors Director Nominees

  3. Our Board of Directors

    | | | | Director Since | Committee Membership† | | | Other Current Public Directorships | | Name and Principal Occupation | Independent | Age | | A | CGN | TC(1) | | | T. Michael Nevens, Chair Senior Advisor Emeritus, Permira Funds | | 75 | 2009 | | | | Ciena Corporation | | Deepak Ahuja Chief Business and Chief Financial Officer, Zipline | | 62 | 2020 | * | | | | | Anders Gustafsson | | 65 | 2023 | | | | Zebra Technologies Corporation International Paper Company | | Gerald Held | | 77 | 2009 | | | | Informatica Corporation | | Deborah L. Kerr Managing Director and Co-Head of Value Creation, Warburg Pincus | | 53 | 2017 | | | | Vodafone Group Plc | | George Kurian Chief Executive Officer, NetApp | | 58 | 2015 | | | | The Cigna Group | | Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc. | | 53 | 2021 | | | | | | Frank Pelzer Chief Operating Officer, Spotnana, Inc. | | 54 | 2025 | * | | | Freshworks Inc. | | June Yang | | 51 | 2024 | | | | UiPath, Inc. MSCI Inc. |

  4. Our Board of Directors

    (1) Scott Schenkel currently serves as the Chair of the TC. Following his departure from the Board effective as of the conclusion of the 2025 Annual Meeting, the Board intends to appoint a new Chair of the TC in due course.

  5. Our Board of Directors

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

  6. Our Board of Directors

    | * Audit Committee Financial Expert | | † Membership as of April 25, 2025 |

  7. Our Board of Directors

    Current Board Snapshot

  8. Our Board of Directors

    | | | | | | Board Refreshment | | | | Over the last 5 years, 5 new independent directors have joined our Board, 2 directors have departed and 1 is departing following the 2025 Annual Meeting. | |

  9. Our Board of Directors

    Current Board Skills and Qualifications

  10. 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. |

  11. 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.

  12. Our Board of Directors

    | Skills | | T. Michael Nevens Chair of the Board | Age | 75 | | | | Independent | Director Since | 2009 | | | | Professional Highlights Mr. Nevens has served as a Senior Advisor Emeritus to Permira Funds ("Permira"), an international private equity firm, since January 2023, having previously served as a Senior Advisor from January 2006 to December 2023. Prior to his position with Permira, 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. | | |

  13. Our Board of Directors

    | Skills | | Deepak Ahuja | Age | 62 | | | | Independent | Director Since | 2020 | | | | Professional Highlights Mr. Ahuja joined Zipline International, Inc. ("Zipline"), an autonomous delivery company, 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 of Verily Life Sciences ("Verity"), a data platform and AI company, from 2020 through September 2022. Previously, he served as CFO of Tesla, Inc. ("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 electric vehicle and 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 ("Ford"), an automobile 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. Mr. Ahuja is considered to be an Audit Committee Financial Expert within the meaning of the SEC regulations. | | | | 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"). | | |

  14. Our Board of Directors

    | Skills | | Anders Gustafsson | Age | 65 | | | | Independent | Director Since | 2023 | | | | Professional Highlights Anders Gustafsson has served as the chair of the board of directors of Zebra Technologies Corporation ("Zebra"), a mobile computing company, 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 ("Spirent"), 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., a network technology company, and Motorola, Inc., a multinational telecommunications company. Mr. Gustafsson also currently serves on the board of directors of International Paper Company, a sustainable packing solutions provider. 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 • Audit • Corporate Governance & Nominating | | | 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. | | |

  15. Our Board of Directors

    | Skills | | Gerald Held, Ph.D. | Age | 77 | | | | Independent | Director Since | 2009 | | | | Professional Highlights Prior to his retirement in 2024, Dr. Held served as CEO of Held Consulting Group, LLC. 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, a business intelligence software company, Tandem Computers, Inc., a manufacturer of computer systems, Oracle Corporation, a company technology company, Openwave Systems Inc., a communications technology company, and SingleStore (formerly MemSQL Inc.), a database management system. Dr. Held currently serves on the board of directors of Informatica Corporation, a data management company, and Copia Holding USA Company, 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 Holding USA Company (2024 - Present) • Copia Global Inc. (2011 – 2024) • 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. | | |

  16. Our Board of Directors

    | Skills | | Deborah L. Kerr | Age | 53 | | | | Independent | Director Since | 2017 | | | | Professional Highlights Ms. Kerr is a Managing Director and Co-Head of Value Creation of Warburg Pincus, a global private equity firm, a position she has held since 2019, after joining the firm in 2017 as a Senior Advisor. Previously, Ms. Kerr served as Executive Vice President and Chief Product and Technology Officer at Sabre Corporation, a software technology company, from 2013 to 2017 and as Executive Vice President, Chief Product and Technology Officer at FICO, a credit score data analytics company, from 2009 until 2012. Prior to her time at Sabre Corporation and FICO, Ms. Kerr held senior leadership roles at Hewlett-Packard, an information technology company, Peregrine Systems, an enterprise software company, and NASA’s Jet Propulsion Laboratory. Ms. Kerr currently serves on the board of directors of Vodafone Group Plc, a British telecommunications company, 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. | | |

  17. Our Board of Directors

    | Skills | | George Kurian | Age | 58 | | | | 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, a digital communications technology company, 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, a cloud services, cybersecurity and content delivery solutions provider. Prior to that, he was a management consultant with McKinsey & Company, a leading consulting group, 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. | | |

  18. Our Board of Directors

    | Skills | | Carrie Palin | Age | 53 | | | | Independent | Director Since | 2021 | | | | Professional Highlights Ms. Palin joined Cisco Systems, Inc., a digital communications technology company, 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., a software company, from February 2019 to April 2021. Prior to Splunk, she served as Senior Vice President and Chief Marketing Officer of both Box, Inc., a cloud-based content tool provider, and SendGrid, Inc., an email marketing company (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 • Corporate Governance and Nominating • 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, she brings valuable insights to the Board regarding the development, engagement, and championship of equal opportunities for employees. | | |

  19. Our Board of Directors

    | Skills | | Frank Pelzer | Age | 54 | | | | Independent | Director Since | 2025 | | | | Professional Highlights Mr. Pelzer currently serves as Chief Operating Officer of Spotnana, a leading provider of modern travel infrastructure, a role he has served in since January 2025. Prior to joining Spotnana, Mr. Pelzer was Chief Financial Officer of F5, Inc., a security and app services company, from May 2018 to November 2024. Prior to his role at F5, Mr. Pelzer was the President and Chief Operating Officer (COO) of the Cloud Business Group at SAP and the Chief Financial Officer of Concur. Prior to these positions, he also spent ten years in investment banking, holding senior leadership positions at Deutsche Bank AG and Credit Suisse Group. He currently serves on the Board of Directors at Freshworks and Direct Travel. Mr. Pelzer is considered to be an Audit Committee Financial Expert within the meaning of the SEC regulations. | | | | Financial Executive Level Leadership Human Capital Management | Sales & Marketing Technology Strategy | | | | | | | Other Public Company Directorships (past 5 years) • Freshworks (2023 – present) • Duck Creek Tech (2019 - 2023) • Benefit Focus (2013 - 2022) Additional Private Company Directorships (past 5 years) • Direct Travel (2024 - present) Education • Dartmouth College (B.A.) • Dartmouth, Tuck School of Business (M.B.A.) | Committees • Audit | | | | | Qualifications With over 30 years of experience in finance, investment banking, management consulting, investor relations, and business operations, Mr. Pelzer brings to the Board substantial experience in managing high growth, innovative technology companies, and financial management and leadership experience. Mr. Pelzer qualifies as an "audit committee financial expert" under the rules and regulations of the SEC. | | |

  20. Our Board of Directors

    | Skills | | June Yang | Age | 51 | | | | Independent | Director Since | 2024 | | | | Professional Highlights Ms. Yang currently serves a senior advisor at Brighton Park Capital LLC. Previously, she 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., a cloud computing and virtualization technology company, 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 and as a member of the audit committee of each of MSCI Inc., a leading provider investment decision support tools, and UiPath, Inc., a global software company. | | | | Financial Technology Sales & Marketing Human Capital Management | Strategy Executive Level Leadership Cyber Security | | | | | | | Other Public Company Directorships (past 5 years) • MSCI Inc. (2024 – present) • UiPath, Inc. (2024 – present) Additional Private Company Directorships (past 5 years) • 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) | Committees • Talent and Compensation | | | | | 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. | | |

  21. 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.

  22. 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 | |  | |  |  | |  | | | Frank Pelzer |  |  |  |  |  | |  | | | June Yang |  |  |  |  |  |  |  | |

  23. Our Board of Directors

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

  24. Director Compensation

    Director Compensation The Talent and Compensation Committee evaluates our 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 periodically adjusted to maintain alignment with Peer Group pay levels and practices. Non-employee directors receive annual cash retainers as well as equity awards for their service on our Board. Details of our non-employee director compensation program 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. • Non-employee 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 non-employee 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 2025, other than for Mr. Kurian, whose Company compensation is fully reflected in the Summary Compensation Table.

  25. 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 | 343,814 | — | — | — | — | 538,814 | | Deepak Ahuja | 125,000 | 270,075 | — | — | — | — | 395,075 | | Anders Gustafsson | 97,500 | 270,075 | — | — | — | — | 367,575 | | Gerald Held | 90,000 | 270,075 | — | — | — | — | 360,075 | | Kathryn M. Hill | 52,500 | — | — | — | — | — | 52,500 | | Deborah L. Kerr | 95,000 | 270,075 | — | — | — | — | 365,075 | | Carrie Palin | 95,000 | 270,075 | — | — | — | — | 365,075 | | Frank Pelzer | — | 135,947 | — | — | — | — | 135,947 | | Scott F. Schenkel | 112,500 | 270,075 | — | — | — | — | 382,575 | | George T. Shaheen | 50,000 | — | — | — | — | — | 50,000 | | June Yang | 22,500 | 270,075 | — | — | — | — | 270,075 |

  26. Director Compensation

    (1) The amounts in this column represent compensation that was earned in fiscal 2025. 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 2024 were paid in the first quarter of fiscal 2025 and are included in this table. Likewise, a portion of the fees earned during the last quarter of fiscal 2025 were paid in the first quarter of fiscal 2026 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 unvested RSUs held as of April 25, 2025 by the non-employee directors who served on the Board in fiscal 2025:

  27. Director Compensation

    | | # of RSUs | Total Equity Awards | | Name | (in Shares) | Unvested | | T. Michael Nevens | 3,026 | 3,026 | | Deepak Ahuja | 2,377 | 2,377 | | Anders Gustafsson | 2,377 | 2,377 | | Gerald Held | 2,377 | 2,377 | | Kathryn M. Hill | — | — | | Deborah L. Kerr | 2,377 | 2,377 | | Carrie Palin | 2,377 | 2,377 | | Frank Pelzer | 1,456 | 1,456 | | Scott F. Schenkel | 2,377 | 2,377 | | George T. Shaheen | — | — | | June Yang | 2,377 | 2,377 |

  28. Director Compensation

    As of April 25, 2025, no outstanding options were held by the non-employee directors who served on the Board in fiscal 2025. Summary of Director Compensation Policy The following table sets forth a summary of our total compensation for our non-employee directors under our policy as of the end of fiscal 2025:

  29. Director Compensation

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

  30. Director Compensation

    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 non-employee 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. Each non-employee director is also eligible to receive an annual cash retainer for his or her Board and committee service. 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. Following the 2024 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. Pelzer, who was appointed to the Board in March 2025, received the number of RSUs indicated in the table below upon his appointment to the Board pursuant to an automatic grant.

  31. Director Compensation

    | | | Stock Option | Stock Option | | | Name | RSUs | Grants (in Shares) | Exercise Price ($) | Grant Date | | T. Michael Nevens | 3,026 | — | — | September 11, 2024 | | Deepak Ahuja | 2,377 | — | — | September 11, 2024 | | Anders Gustafsson | 2,377 | — | — | September 11, 2024 | | Gerald Held | 2,377 | — | — | September 11, 2024 | | Kathryn M. Hill | — | — | — | — | | Deborah L. Kerr | 2,377 | — | — | September 11, 2024 | | Carrie Palin | 2,377 | — | — | September 11, 2024 | | Frank Pelzer | 1,456 | — | — | March 25, 2025 | | Scott F. Schenkel | 2,377 | — | — | September 11, 2024 | | George T. Shaheen | — | — | — | — | | June Yang | 2,377 | — | — | September 11, 2024 |

  32. Director Compensation

    In July 2025, 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, Use of Market Data and Other Compensation Factors" beginning on page 57 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 60 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, to adjust the annual and initial equity award value upward to remain competitive with the Peer Group median. Accordingly, effective as of the 2025 Annual Meeting, the annual equity grant to our non-employee directors will be increased by $10,000, from $350,000 to $360,000 for our Chair and $275,000 to $285,000 for our other directors.

  33. Compensation Discussion and Analysis

    | | Features | | | | | | Compensation Element | Form | Performance/ Vesting Period | Performance Metric | Alignment to Compensation Objectives | Changes Effective in Fiscal 2025(1) | | Base Salary | Cash | – | – | Set in alignment with market rates for the role, adjusted to reflect performance and job scope over time | No change in our approach for fiscal 2025 | | Annual ICP | Cash | Fiscal year | Subject to achievement of Revenue (30% weight) and Adjusted Operating Income ("AOI") (50% weight) goals, with the remaining 20% based on achievement of two equally weighted strategic growth metrics(1) | Aligns executive compensation to near-term key financial operating objectives and strategic leadership priorities aimed at driving long-term stockholder returns | • Increased weighting of AOI metric from 40% to 50%(1) • Decreased weighting of enterprise-level Revenue metric from 40% to 30%(1) • Added two new strategic growth metrics, Cloud Storage Revenue and ASA (Block Storage) Revenue Growth (both revenue-based with a 10% weighting each)(1) • Removed the non-financial management objectives ("MBOs")(1) | | Long-Term Equity Awards | PBRSUs | PBRSUs vest after an approximate 3-year performance/ vesting period | 50% vest based on our TSR vs. a Performance Peer Group over an approximate 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 2025 | | | Service-Vested RSUs | Vest 25% on May 15 of the year subsequent to grant year and then quarterly over the next 3 years (for an approximate 4-year total vest) | – | Promotes retention and long-term value creation and aligns with stockholder experience | No changes for fiscal 2025 |

  34. Compensation Discussion and Analysis

    | Pay Element | Description | Rationale | | Annual Base Salary | $750,000 | Provide a market-competitive level of fixed compensation and target annual bonus opportunity that are commensurate with Mr. Jabre's qualifications, experience, responsibilities, peer and predecessor compensation. | | Annual ICP Target Opportunity | 130% of base salary | | | Sign-on Bonus | $6,565,500 as a one-time bonus subject to 100% repayment by Mr. Jabre if he voluntarily terminates his employment within 12 months of his start date and 50% repayment by Mr. Jabre if he voluntarily terminates his employment after 12 months but within 24 months of his start date. | Intended as a make-whole award in line with the value of Mr. Jabre's forfeited equity awards that would have vested within the next 12 months plus the value of the bonus he will forgo as a result of his departure from his prior employer. | | New-Hire RSUs | A grant of RSUs in the aggregate amount of $7,500,000, which vest 1/3 on each of the 1st, 2nd and 3rd anniversary of the grant date. Subject to his timely execution and non-revocation of a release of claims, Mr. Jabre's New-Hire RSUs that would otherwise have vested over a one-year period will fully accelerate following Mr. Jabre's termination of employment if (i) such termination is without cause or for good reason (each as defined in his offer letter) and (ii) his Change of Control Severance Agreement has not been triggered. If Mr. Jabre’s employment is terminated due to his death or disability, such RSUs immediately vest. | The $15M total New-Hire target equity grant value serves three key purposes: 1. Replace the value of Mr. Jabre's forfeited equity that would have vested after the next 12 months if he remained employed at his prior employer 2. Induce Mr. Jabre to join NetApp, considering both his outstanding equity and expected future compensation at his prior employer 3. Provide immediate alignment with other EVPs, who currently hold Fiscal 2024 and Fiscal 2025 PBRSUs, and incentivize growth in NetApp's Billings and share price (through the TSR metric) The New-Hire PBRSU Billing metric only includes participation in future years where the metrics have yet to be set by the Committee to (i) reflect the length of the remaining performance period of Mr. Jabre's prior employer awards for which he forfeited, and (ii) avoid compensating Mr. Jabre for Company performance prior to his start date. | | New-Hire PBRSUs | Grants of PBRSUs in the aggregate amount of $7,500,000 as follows: • $3,750,000 subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal Year 2024 PBRSU awards granted to the other Executive Vice Presidents as described in the Company's 2024 Proxy Filing), except that the Billings metric will based on Billings performance for fiscal 2026. The PBRSUs will vest, if earned, after the completion of fiscal 2026. • $3,750,000 in PBRSUs subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal Year 2025 PBRSU awards granted to the other Executive Vice Presidents (as described in the Long-Term Equity Incentive section), except that the Billings metric will be based on Billings performance for fiscal 2026 and fiscal 2027. The PBRSUs will vest, if earned, after the completion of fiscal 2027. Subject to his timely execution and non-revocation of a release of claims, Mr. Jabre's New-Hire PBRSUs continue to vest at 100% of target in accordance with the grant agreement following Mr. Jabre's termination of employment if (i) such termination is without cause or for good reason (each as defined in his offer letter) and (ii) his Change of Control Severance Agreement has not been triggered. If Mr. Jabre’s employment is terminated due to his death or disability, such PBRSUs immediately vest at target. | |

  35. Compensation Discussion and Analysis

    | 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 comprehensive clawback policy, which covers time-based equity awards, in addition to performance-based compensation ✓ 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 or supplemental executive retirement plans û Encourage unnecessary or excessive risk taking û Reprice or cash out underwater options |

  36. Determination of Awards

    Determination of Awards Payouts are earned based on NetApp’s performance against the two enterprise-level financial metrics and two strategic growth metrics shown below. The Talent and Compensation Committee approves performance targets for each metric at the beginning of each fiscal year and approves the range of performance goals and corresponding payout levels around these targets. Each participant was eligible to earn a maximum award of 200% of such participant’s target award. Following the end of fiscal 2025, the Talent and Compensation Committee determined the level of achievement by the Company of the targets and their respective payout levels (shown below under "Fiscal 2025 Annual ICP Results") and calculated a Total Weighted Payout percentage. The Total Weighted Payout percentage was then applied to each NEO's Individual ICP Target amount, (which ibased on the NEO's actual gross salary paid during fiscal 2025 and their Fiscal 2025 Target ICP percentage of salary), resulting in the final ICP payout amount for each NEO. (a) Base Pay equals actual gross base salary paid during fiscal 2025

  37. Fiscal 2025 Annual ICP Results

    | | Performance (in millions, except percentages)(1) | | | Payout as a % of Target | Weighted Payout % of Target(2) | | | Threshold (25% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | | | | AOI (50% weighting) | | | | 99.0% | 49.5% | | Revenue (30% weighting) | | | | 95.3% | 28.6% | | Cloud Storage Revenue (10% weighting) | | | | 200.0% | 20.0% | | ASA (Block Storage) Revenue Growth (10% weighting) | | | | 0.0% | 0.0% | | Total Weighted Payout | | | | | 98.1% |

  38. Fiscal 2025 Annual ICP Results

    | Name | Fiscal 2025 Annual ICP Target(1) | Total Weighted Payout | Fiscal 2025 Annual ICP Payout | | George Kurian | $1,700,000 | 98.1% | $1,667,700 | | Wissam Jabre(2) | $— | —% | $— | | Cesar Cernuda(3) | $1,027,627 | 98.1% | $1,008,102 | | Harvinder S. Bhela | $770,000 | 98.1% | $755,370 | | Elizabeth M. O’Callahan(4) | $554,904 | 98.1% | $544,361 | | Michael J. Berry | $687,500 | 98.1% | $674,437 |

  39. Fiscal 2025 Annual ICP Results

    (1) Target award is based on actual salary paid. (2) Mr. Jabre was hired on March 10, 2025 and was not eligible to participate in the fiscal 2025 ICP. (3) Mr. Cernuda is paid in EUR. The value shown is converted to USD based on the foreign exchange rate on April 25, 2025. Ms. O’Callahan was appointed EVP, Chief Administrative Officer effective March 3, 2025 and received a base salary increase at that time; her bonus target was prorated for her salary increase during fiscal 2025. 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.

  40. Fiscal 2025 Long Term Equity Incentive Compensation Decisions

    Fiscal 2025 Long Term Equity Incentive Compensation Decisions In fiscal 2025, the Talent and Compensation Committee granted PBRSUs and RSUs to the NEOs. The target mix of annual equity awards was consistent with fiscal 2024: 75% PBRSUs and 25% RSUs for the CEO; 70% PBRSUs and 30% RSUs for the President, Chief Product Officer and former Chief Financial Officer; and 60% PBRSUs and 40% RSUs for the Chief Administrative 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.

  41. Target Grant Value Decisions

    Target Grant Value Decisions The size of the actual equity grant to each NEO, which is based on a target dollar value approved by the Talent and Compensation Committee ("Target Grant Value"), is designed to create a meaningful opportunity for stock ownership, considering market data, individual performance, internal pay equity, and other factors discussed in "Establishing Compensation". The following chart shows the total Target Grant Value of PBRSUs and RSUs granted to our NEOs in fiscal 2025. 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 equity award values in the Summary Compensation Table reflect the grant date fair value of equity awards calculated in accordance with applicable accounting standards. Upon reviewing Mr. Kurian's compensation for fiscal 2025, the Talent and Compensation Committee determined that an increase in his Target Grant Value was warranted in light of Mr. Kurian's performance, continued preference to align Mr. Kurian with shareholders and CEO equity award levels within NetApp's Compensation Peer Group. Upon reviewing the other NEOs' pay positioning relative to the market data, and considering Mr. Kurian's recommendations and their respective performance, and internal pay equity considerations, the Talent and Compensation Committee approved Target Grant Value increases for Mr. Cernuda and Ms. O'Callahan for fiscal 2025.

  42. Target Grant Value Decisions

    Mr. Jabre's equity awards summarized in the table above were granted in connection with his appointment to EVP, Chief Financial Officer in March 2025. Please see "Fiscal 2025 Management Team Transition" for a description of Mr. Jabre's New-Hire equity awards.

  43. Target Grant Value 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. PBRSU Performance Peer Group

    PBRSU Performance Peer Group The Performance Peer Group is used to measure NetApp's relative TSR performance for the fiscal 2025 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 2025, 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 2025 "Performance Peer Group" consisted of:

  45. PBRSU Performance Peer Group

    | • | • Akamai • Arista Networks • Cadence Systems • Cisco Systems • Commvault • Dell Technologies | • F5 Networks • Fortinet • Hewlett Packard Enterprise • Juniper Networks • Keysight Technologies • Nutanix | • | • Pure Storage • Seagate Technology • Synopsys • Teradata • Western Digital |

  46. Service-Vested RSUs

    Service-Vested RSUs

  47. 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 on May 15 of the year subsequent to grant year and then quarterly over the next 3 years (for an approximate 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. |

  48. Target Values versus Accounting Values

    Target Values versus Accounting Values Because of the rules governing the preparation of the Summary Compensation Table on page 63, 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 2025 as reported in the Summary Compensation Table are different than the target award values set forth in the table on page 65. 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 fiscal 2025 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 target for such year. The target grant values set forth in the table above reflect the value of the entire fiscal 2025 PBRSUs (including all PBRSUs awarded to Mr. Jabre in fiscal 2025, a portion of which include certain of the same performance criteria as the fiscal 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 2025 Billings-based PBRSUs, only the Billings target for the 2025 fiscal year, the first fiscal year of the 3-year performance period, was approved at the time the PBRSUs were awarded in fiscal 2025. As a result, for the 2025 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 2026 or fiscal 2027. The Billings components (50% weighting) of Mr. Jabre's New-Hire PBRSU based on future Billings performance also do not appear in the Summary Compensation Table for this reason. Such amounts will be included in the applicable table, including as equity compensation in the Summary Compensation Table, for fiscal 2026 and fiscal 2027, respectively, when the Billings targets are established. Moreover, the 2025 Stock Awards section of the Summary Compensation Table includes the third fiscal year of the 2023 Billings-based PBRSUs and the second fiscal year of the 2024 Billings-based PBRSUs linked to the performance goal established for fiscal 2025. The Talent and Compensation Committee considered the full value of the fiscal 2025 PBRSU award when making the fiscal 2025 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.

  49. Payouts for the Fiscal 2023 PBRSUs

    Payouts for the Fiscal 2023 PBRSUs PBRSUs granted in fiscal 2023 allowed the recipient to earn a variable number of shares of our common stock based on Billing performance relative to three annual targets and TSR performance relative to that of our Performance Peer Group at the end of the 3-year performance period. The performance period for the PBRSUs granted in fiscal 2023 ended as of April 25, 2025. The design of the fiscal 2023 PBRSUs was otherwise the same as the design as the fiscal 2025 PBRSUs except with respect to the performance goals, which are described below. The Talent and Compensation Committee certified performance and vesting for the NEOs based on the payout schedule below: The Talent and Compensation Committee certified PBRSU performance and vesting, by NEO, as follows:

  50. Payouts for the Fiscal 2023 PBRSUs

    | Name | PBRSUs Shares Vested | | George Kurian | 112,003 | | Wissam Jabre(1) | - | | Cesar Cernuda | 59,493 | | Harvinder S. Bhela | 46,743 | | Elizabeth M. O’Callahan | 20,394 | | Michael J. Berry | 38,244 |

  51. Payouts for the Fiscal 2023 PBRSUs

    (1) Mr. Jabre was hired on March 10, 2025 and did not receive the fiscal 2023 PBRSU grant. Looking Ahead - Fiscal 2026 Compensation Program The Talent and Compensation Committee and management team regularly review and assess the structure and alignment of executive pay plans. For fiscal 2026, the Talent and Compensation Committee made the following changes to the Annual ICP to continue to focus on profitable growth with an individual modifier added to allow for performance differentiation in each NEO's ICP payout (subject to the maximum potential ICP payout of 200% of target): • AOI remains weighted 50%; • Revenue remains weighted 30%; • Strategic growth metrics (Cloud Storage Revenue and ASA Revenue Growth) remain weighted at 10% each; Addition of an individual performance modifier (+/- 15%) that adjusts the payout derived from the above enterprise financial and strategic growth metrics, based on individual performance, subject to the maximum ICP payout cap of 200% of target 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, which we believe is 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. This information is reviewed with the Talent and Compensation Committee on an ongoing basis and used in the consideration of our future plans as part of our 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 2025, 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 2025. 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, Use of Market Data and Other Compensation Factors Each year, the Talent and Compensation Committee reviews and approves a Compensation Peer Group composed of technology companies. For fiscal 2025, 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 2025, the Talent and Compensation Committee removed two peer companies (Citrix Systems and Gen Digital) and added three companies (Cadence Design Systems, Fortinet and Keysight Technologies) to the 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.

  52. Payouts for the Fiscal 2023 PBRSUs

    | | NetApp(1) | Percentile | | Trailing Twelve-Months Revenue | $6,202M | | | Market Capitalization | $15,843M | | | Number of Employees | ~11,800 | |

  53. Payouts for the Fiscal 2023 PBRSUs

    (1) Source: S&P Capital IQ; based on NetApp and peer financials at the time of the Compensation Peer Group review (Fall 2023) used to inform fiscal 2025 pay decisions. The fiscal 2025 "Compensation Peer Group" consisted of:

  54. Payouts for the Fiscal 2023 PBRSUs

    | • | • Adobe • Akamai • Arista Networks • Cadence Design Systems • F5 Networks • Fortinet • Hewlett Packard Enterprise | • Intuit • Juniper Networks • Keysight Technologies • Nutanix • Palo Alto Networks • Pure Storage • Salesforce | • Seagate Technology • ServiceNow • Splunk • VMware • Western Digital • Workday |

  55. Payouts for the Fiscal 2023 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 before applying its judgment in approving proper levels of each component of compensation for each NEO, including, but not limited to, the NEO’s current position, individual performance, Company performance, strategic role and tenure, internal pay equity and hierarchy, strategic importance to the Company, potential for future responsibility and promotion over time, succession planning, and in the case of equity awards, the remaining share reserve under the Company’s equity plan. The Talent and Compensation Committee does not place any particular weight on any one individual factor and does not strictly adhere to any specific guidelines in making its determinations. Other Compensation for NEOs Separation and Change of Control Arrangements

  56. 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; (2) helps us avoid protracted negotiations with departing executives; and (3) 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.

  57. Change in Control – 2021 Plan

    Change in Control – 2021 Plan The 2021 Plan provides that, in the event of a Change in Control (as defined in the 2021 Plan), and unless provided otherwise in an award agreement, each outstanding award will either (i) be assumed or (ii) substantially equivalent awards will be substituted by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices. In the event that the successor corporation does not assume or substitute for the award or portion thereof, and unless specifically provided otherwise in an award agreement or other written agreement between the participant and the Company, (i) the participant will fully vest in and have the right to exercise outstanding options and SARs (or portions thereof) not assumed or substituted for, including shares as to which such awards would not otherwise be vested or exercisable, (ii) all restrictions on restricted stock, RSUs, or performance awards (or portions thereof) not assumed or substituted for will lapse, (iii) for awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will be deemed achieved at target levels as to a prorated portion of each award based on the length of the applicable performance period elapsed through the Change in Control, and all other terms and conditions will be met as to such prorated portion of such award, and (iv) if an option or SAR (or portion thereof) is not assumed or substituted for, it will be exercisable for a period of time as set forth in an award agreement, and will terminate upon the expiration of such period. We believe that such benefits preserve the retentive power of unvested equity following a change in control of the Company and also provide for a reasonable benefit in the event that awards are not continued. Please see "Termination of Employment and Change of Control Agreements – Change of Control – 2021 Plan" below for further information.

  58. Severance Guidelines

    Severance Guidelines Our NEOs are subject to Severance Guidelines. Please see "Termination of Employment and Change of Control Agreements – Severance Guidelines" below for further information.

  59. 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 (the latter based on the time employed during the performance period with final payout based on actual Company performance), 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.

  60. 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. The vesting of RSUs will accelerate in the event of a participant’s termination due to death or disability.

  61. Not For Cause / Good Reason Termination (Outside of a Change of Control)

    Not For Cause / Good Reason Termination (Outside of a Change of Control) Mr. Jabre's New-Hire Equity grants described in the Fiscal 2025 Management Team Transition section allow for partial vesting in the event of termination by the Company without cause, or by Mr. Jabre for Good Reason, in each case, outside of the change of control context, conditioned upon his execution of (and not revoking) the Company’s form separation agreement, which we agreed to in connection with our objective of attracting a highly qualified Chief Financial Officer: New-Hire RSUs that would otherwise have vested over a one-year period will fully accelerate. All other unvested RSUs will be immediately forfeited. • New-Hire PBRSUs will continue to vest on schedule and will be paid out to Mr. Jabre at the target number of shares. Otherwise, our NEOs' outstanding equity awards typically are forfeited on the termination date in these circumstances. 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, which we believe benefits both the Company and the executive at a relatively small cost to the Company. 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, and for executives located in United States, our 401(k) plan. 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. We believe these benefits help motivate all our employees who are eligible to participate. Under the Company’s nonqualified deferred compensation program (discussed in further detail below), which is a benefit offered by many of our peer companies, 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:

  62. 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 2025. All of the directors, other than Ms. Yang and Mr. Pelzer, also met the guidelines as of the end of fiscal 2025. Ms. Yang was appointed to the Board in September 2024 and Mr. Pelzer in March 2025 and they are not required to meet the guidelines until 2029 and 2030, respectively. Clawback Policy The Board maintains 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 maintains a mandatory clawback policy (adopted November 15, 2023) which supplements NetApp's discretionary clawback policy described above which was implemented to comply with the SEC and Nasdaq requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Equity Grant Timing We do not grant stock options. Our equity awards are approved at regularly scheduled Talent and Compensation Committee meetings or by unanimous written consent on pre-determined grant dates. We do not time the granting of equity awards based on the release of material non-public information. 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. Tax and Accounting Implications Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount a public company can deduct in any taxable year on remuneration paid to each of the Company's covered employees (which includes our NEOs), as well as any individual that was a covered employee in any taxable year starting after 2017 regardless of whether such individual continues to be included in such group in the current year or any future year. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Talent and Compensation Committee retains discretion and flexibility in structuring compensation programs to attract, motivate, and retain key executives, which may include arrangements that are not deductible due to the deduction limit when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the Company and our stockholders. Accounting for Stock-Based Compensation We account for share-based compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Stock Compensation."

  63. 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 ($)(11) | Total ($) | | George Kurian(5a, 5b) | 2025 | 1,000,000 | — | 20,452,336 | — | 1,667,700 | — | 7,188 | 23,127,224 | | Chief Executive Officer | 2024 | 1,000,000 | — | 14,377,251 | — | 2,350,726 | — | 7,459 | 17,735,436 | | | 2023 | 1,000,000 | — | 9,908,566 | — | 448,375 | — | 7,602 | 11,364,543 | | Wissam Jabre(6a, 6b) | 2025 | 86,538 | 6,565,500 | 11,606,124 | — | — | — | 1,959 | 18,260,121 | | Executive Vice President | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | Cesar Cernuda(7a, 7b) | 2025 | 790,482 | — | 10,291,736 | — | 1,008,102 | — | 123,514 | 12,213,834 | | President | 2024 | 717,938 | — | 7,367,403 | — | 1,304,574 | — | 99,702 | 9,489,617 | | | 2023 | 742,141 | — | 5,671,847 | — | 251,750 | — | 158,767 | 6,824,505 | | Harvinder S. Bhela(8a, 8b) | 2025 | 700,000 | — | 7,365,870 | — | 755,370 | — | 7,109 | 8,828,349 | | Executive Vice President | 2024 | 700,000 | — | 5,788,583 | — | 1,057,041 | — | 7,362 | 7,552,986 | | and Chief Product Officer | 2023 | 700,000 | — | 4,456,341 | — | 201,644 | — | 7,937 | 5,365,922 | | Elizabeth M. O’Callahan(9a, 9b, 9c) | 2025 | 554,904 | — | 4,301,355 | — | 544,361 | — | 6,930 | 5,407,550 | | Executive Vice President, | 2024 | 524,231 | — | 3,106,947 | — | 646,398 | — | 7,633 | 4,285,209 | | Chief Administrative Officer and Corporate Secretary | 2023 | 500,000 | — | 2,294,808 | — | 105,500 | — | 6,904 | 2,907,212 | | Michael J. Berry(10a, 10b, 10c) | 2025 | 625,000 | — | 6,583,938 | — | 674,437 | — | 7,221 | 7,890,596 | | Former Executive Vice President | 2024 | 620,192 | — | 5,196,713 | — | 929,704 | — | 9,936 | 6,756,545 | | and Chief Financial Officer | 2023 | 600,000 | — | 3,646,112 | — | 172,838 | — | 9,480 | 4,428,430 |

  64. Termination of Employment and Change of Control Agreements

    | | | Potential Payments Upon | | | | | | | | | | | Death or | | Involuntary Termination | | Voluntary Termination | | | | | | | Disability(1) | Retirement (2) | Other Than For Cause | | For Good Reason | | Change of Control | | | | | | | Prior to Change of Control | On or Within 24 Months Following Change of Control | Prior to Change of Control | On or Within 24 Months Following Change of Control | With Assumption or Substitution | Without Assumption or Substitution | | Name | Type of Benefit | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | George Kurian | Cash severance payments | — | — | 3,167,700(5) | 7,100,000(6) | — | 7,100,000(6) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 25,829,611 | 21,955,671 | — | 32,751,089(7) | — | 32,751,089(7) | —(14) | 32,751,089(15) | | | Continued coverage of employee benefits(4) | — | — | 50,157 | 66,876 | — | 66,876 | — | — | | | Total termination benefits | 25,829,611 | 21,955,671 | 3,217,857 | 39,917,965 | — | 39,917,965 | — | — | | Wissam Jabre | Cash severance payments | — | — | 1,125,000(9) | 3,562,500(10) | 1,125,000(9) | 3,562,500(10) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 15,206,589(11) | — | 10,137,638(12) | 13,096,703(7) | 10,137,638(12) | 13,096,703(7) | —(14) | 13,096,703(15) | | | Continued coverage of employee benefits | — | — | 309(9) | 309(8) | 309(9) | 309(8) | — | — | | | Total termination benefits | 15,206,589 | — | 11,262,947 | 16,659,512 | 11,262,947 | 16,659,512 | — | — | | Cesar Cernuda | Cash severance payments | — | — | 3,743,185(13) | 3,762,710(10) | — | 3,762,710(10) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 13,828,450 | — | — | 17,084,914(7) | — | 17,084,914(7) | —(14) | 17,084,914(15) | | | Continued coverage of employee benefits(8) | — | — | — | — | — | — | — | — | | | Total termination benefits | 13,828,450 | — | 3,743,185 | 20,847,623 | — | 20,847,623 | — | — | | Harvinder S. Bhela | Cash severance payments | — | — | 1,455,370(5) | 2,975,000(10) | — | 2,975,000(10) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 10,474,072 | — | — | 12,894,595(7) | — | 12,894,595(7) | —(14) | 12,894,595(15) | | | Continued coverage of employee benefits | — | — | 33,882(8) | 50,823(8) | — | 50,823(8) | — | — | | | Total termination benefits | 10,474,072 | — | 1,489,252 | 15,920,418 | — | 15,920,418 | — | — | | Elizabeth M. O'Callahan | Cash severance payments | — | — | 1,259,361(5) | 2,459,760(10) | — | 2,459,760(10) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 5,838,231 | 4,160,587 | — | 7,045,131(7) | — | 7,045,131(7) | —(14) | 7,045,131(15) | | | Continued coverage of employee benefits | — | — | 38,296(8) | 57,444(8) | — | 57,444(8) | — | — | | | Total termination benefits | 5,838,231 | 4,160,587 | 1,297,657 | 9,562,334 | — | 9,562,334 | — | — | | Michael J. Berry | Cash severance payments | — | — | 1,299,437(5) | 2,656,250(10) | — | 2,656,250(10) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 9,211,183 | 7,429,092 | — | 11,411,819(7) | — | 11,411,819(7) | —(14) | 11,411,819(15) | | | Continued coverage of employee benefits | — | — | 24,342(8) | 36,514(8) | — | 36,514(8) | — | — | | | Total termination benefits | 9,211,183 | 7,429,092 | 1,323,779 | 14,104,583 | — | 14,104,583 | — | — |

  65. 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 2025, including the divestiture of the FinOps business, the Company most recently determined its median employee as of April 25, 2025 (fiscal year end 2025). We determined our median employee from the global Company employee population (except the CEO) as of April 25, 2025 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 2025 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 2025 as of April 25, 2025 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 $160,622. In fiscal 2025, our CEO’s annual total compensation was $23,127,224 as shown in the Summary Compensation Table. The fiscal 2025 ratio of our CEO’s annual total compensation to that of our median employee is 144:1. 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.

  66. 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

  67. Pay Versus Performance

    | | | | Average | Average | | | | | | | | | Summary | Compensation | Value of Initial Fixed $100 | | | | | | | | Compensation | Actually Paid | Investment Based On: | | | | | | Summary | Compensation | Table Total for Non- | to Non-PEO | | Peer Group | | Adjusted | | | Compensation | Actually Paid | PEO Named | Named | Total | Total | | Operating | | | Table Total for | to CEO/PEO | Executive | Executive | Shareholder | Shareholder | Net Income | Income | | Fiscal Year(1) | CEO/PEO ($) | ($)(2) | Officers ($) | Officers ($)(2) | Return ($) | Return ($)(3) | ($ millions) | ($ millions)(4) | | 2025 | 23,127,224 | 4,745,188 | 10,520,090 | 5,324,959 | 234.64 | 272.40 | 1,186 | 1,476 | | 2024 | 17,735,436 | 39,826,957 | 7,021,089 | 16,378,259 | 263.82 | 245.24 | 986 | 1,325 | | 2023 | 11,364,543 | (3,136,331) | 4,881,517 | 3,271,722 | 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 |

  68. Pay Versus Performance

    (1) The PEO for each year was George Kurian. The Non-PEO NEOs for (i) fiscal 2025 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Wissam Jabre, and Elizabeth M. O'Callahan, (ii) fiscal years 2024 and 2023 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela and Elizabeth M. O’Callahan, (iii) fiscal 2022 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Elizabeth M. O’Callahan, Bradley R. Anderson and Matthew K. Fawcett, and (iv) fiscal 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:

  69. Pay Versus Performance

    | | FY 2025 ($) | | | Total Equity Award Adjustments to Determine Compensation "Actually Paid" | CEO/PEO | Average Non-PEO | | Total Reported in Summary Compensation Table | 23,127,224 | 10,520,090 | | 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 | (20,452,336) | (8,029,805) | | 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 | 9,432,757 | 4,815,140 | | 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 | (5,391,158) | (1,536,075) | | Plus fair value for awards that are granted and vested in the covered year | 1,803,108 | 530,869 | | Plus the change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | (3,774,407) | (975,260) | | 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 | (18,382,036) | (5,195,131) | | Compensation Actually Paid | 4,745,188 | 5,324,959 |

  70. Pay Versus Performance

    "Compensation Actually Paid" represents 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 9, 2025. Historical stock performance is not necessarily indicative of future stock performance. 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 2025, 2024, 2023, 2022 and 2021.

  71. 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 2025, 2024, 2023, 2022 and 2021.

  72. 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 2025, 2024, 2023, 2022 and 2021.

  73. 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 2025, to Company performance. These measures are not ranked by importance.

  74. Relationship Between Compensation Actually Paid and Adjusted Operating Income

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

  75. 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 54 above.