DEF 14A of NetApp, Inc., Jul 28, 2026

DEF 14A of NetApp, Inc.

Filed Jul 28, 2026 · FY20260001193125-26-321210

Open on EDGAR

  1. Director Nominees

    Director Nominees Our business is managed under the direction of our Board, which is currently composed of ten members, each of whom is nominated to be elected at the Annual Meeting. Our stockholders elect all directors annually. All of our current directors were elected at the 2025 annual meeting by our stockholders to serve for a term expiring at the 2026 annual meeting except Mr. Fipps, who joined the Board in January 2026. The following table sets forth the name, independence, age, tenure, and committee assignments for each of our director nominees as of the date this Proxy Statement was filed with the SEC.

  2. Director Nominees

    | Name and Principal Occupation | | | Director Since | Committee Membership† | | | Other Current Public Directorships | | | Ind. | Age | | A | CGN | TC | | | T. Michael Nevens, Chair Senior Advisor Emeritus, Permira Funds | | 76 | 2009 | | | | Ciena Corporation | | Deepak Ahuja Chief Financial Officer, Redwood Materials | | 63 | 2020 | * | | | | | Paul Fipps President, Global Customer Operations, ServiceNow | | 53 | 2026 | | | | | | Anders Gustafsson | | 66 | 2023 | | | | Zebra Technologies Corporation International Paper Company | | Gerald Held | | 78 | 2009 | | | | | | Deborah L. Kerr Managing Director and Partner, Warburg Pincus | | 54 | 2017 | | | | Vodafone Group Plc | | George Kurian Chief Executive Officer, NetApp | | 59 | 2015 | | | | The Cigna Group | | Carrie Palin SVP and Chief Marketing Officer, Cisco | | 54 | 2021 | | | | | | Frank Pelzer Chief Operating Officer, Spotnana | | 55 | 2025 | * | | | Freshworks Inc. | | June Yang | | 52 | 2024 | | | | UiPath, Inc. MSCI Inc. |

  3. Director Nominees

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

  4. Director Nominees

    * Audit Committee Financial Expert † In September 2025, Carrie Palin was appointed as Chair of the Talent and Compensation Committee and stepped down from her role as a member of the Corporate Governance and Nominating Committee; Frank Pelzer was appointed as a member of the Talent and Compensation Committee; and Gerald Held was appointed as a member of the Corporate Governance and Nominating Committee. Paul Fipps was appointed to the Talent and Compensation Committee in February 2026.

  5. Director Nominees

    | | | | | | Board Refreshment | | | | Over the last 5 years, 5 new independent directors have joined our Board, 3 directors have departed. | |

  6. Director Nominees

    | | | | Financial | SALES & MARKETING | | | | | Executive Level Leadership | CYBERSECURITY | | | | | Human Capital Management | Technology | | | | | Strategy | Risk Management |

  7. 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 • Board Chair and Committee Chairs receive additional fees to differentiate individual pay based on workload. • The overall compensation mix emphasizes equity, and directors are subject to robust stock ownership guidelines to support alignment between director and stockholder interests. • 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. • No perquisites or retirement benefits for non-employee directors. • Compensation generally aligned with market median. Director Compensation Table The table below summarizes the total compensation paid by the Company to our directors for fiscal 2026, other than for Mr. Kurian, whose Company compensation is fully reflected in the Summary Compensation Table.

  8. Director Compensation

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | T. Michael Nevens | 195,000 | 354,051 | 549,051 | | Deepak Ahuja | 125,000 | 280,301 | 405,301 | | Paul Fipps | 28,750 | 281,243 | 309,993 | | Anders Gustafsson | 105,000 | 280,301 | 385,301 | | Gerald Held | 97,500 | 280,301 | 377,801 | | Deborah L. Kerr | 95,000 | 280,301 | 375,301 | | Carrie Palin | 109,375 | 280,301 | 389,676 | | Frank Pelzer | 106,250 | 280,301 | 386,551 | | Scott F. Schenkel | 37,500 | — | 37,500 | | June Yang | 90,000 | 280,301 | 370,301 |

  9. Director Compensation

    (1) The amounts in this column represent compensation that was earned in fiscal 2026. 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. (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 NetApp, Inc. 2021 Equity Incentive Plan, as amended, and are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC 718"). The grant date fair value of each RSU granted to each of Mr. Nevens, Mr. Ahuja, Mr. Gustafsson, Dr. Held, Ms. Kerr, Ms. Palin, Mr. Pelzer, and Ms. Yang on September 10, 2025 was $123.53, and the grant date fair value of each RSU granted to Mr. Fipps on January 14, 2026 was $107.67. Assumptions used in the valuations of these awards are included in Note 9 of the Annual Report. These amounts do not represent the actual value that may be realized by the non-employee director. (3) The table below sets forth the aggregate number of unvested RSUs held as of April 24, 2026 by the non-employee directors who served on the Board in fiscal 2026:

  10. Director Compensation

    | | # of RSUs | Total Equity Awards | | Name | (in Shares) | Unvested | | T. Michael Nevens | 2,914 | 2,914 | | Deepak Ahuja | 2,307 | 2,307 | | Paul Fipps | 2,646 | 2,646 | | Anders Gustafsson | 2,307 | 2,307 | | Gerald Held | 2,307 | 2,307 | | Deborah L. Kerr | 2,307 | 2,307 | | Carrie Palin | 2,307 | 2,307 | | Frank Pelzer | 2,307 | 2,307 | | June Yang | 2,307 | 2,307 |

  11. Director Compensation

    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 2026:

  12. Director Compensation

    | Board Retainer | | Committee Retainer(1) | | | | |

  13. Director Compensation

    (1) Each Committee Chairperson receives both the committee member fee and the chairperson fee shown above. 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 $285,000 (if such election or appointment occurs before February of the applicable year) or with a value of $142,500 (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 director who is re-elected automatically receives a grant with a value of $285,000, except for the Chair of the Board, who receives a grant with a value of $360,000. 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 2025 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. Fipps received the number of RSUs indicated in the table below upon his appointment to the Board in January 2026.

  14. Director Compensation

    | Name | RSUs | Grant Date | | T. Michael Nevens | 2,914 | September 10, 2025 | | Deepak Ahuja | 2,307 | September 10, 2025 | | Paul Fipps | 2,646 | January 14, 2026 | | Anders Gustafsson | 2,307 | September 10, 2025 | | Gerald Held | 2,307 | September 10, 2025 | | Deborah L. Kerr | 2,307 | September 10, 2025 | | Carrie Palin | 2,307 | September 10, 2025 | | Frank Pelzer | 2,307 | September 10, 2025 | | June Yang | 2,307 | September 10, 2025 |

  15. Director Compensation

    In July 2026, 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 55 of this Proxy Statement) as well as our stock ownership guidelines for our non-employee directors (additional information on stock ownership guidelines and director compliance is available on page 74 of this Proxy Statement) and determined to make no changes to our non-employee director compensation program.

  16. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors At the Annual Meeting, ten (10) directors will be elected to serve until the 2027 Annual Meeting or until successors for such directors are elected and qualified, or until the death, resignation or removal of such directors. The Board has nominated for election ten (10) nominees, all of whom are the Company’s current directors, each as listed below:

  17. Proposal 1 – Election of Directors

    | T. Michael Nevens | Deborah L. Kerr | | Deepak Ahuja | George Kurian | | Paul Fipps | Carrie Palin | | Anders Gustafsson | Frank Pelzer | | Gerald Held | June Yang |

  18. Proposal 1 – Election of Directors

    Each person nominated has consented to being named in this Proxy Statement and has agreed to serve as a director, if elected, for a one-year term until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The Board has no reason to believe that any nominee will be unavailable or will decline to serve as a director. In the event, however, that any nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for any nominee who is designated by our Board to fill the vacancy and following appropriate disclosure of the identity of that individual, unless the Board chooses to reduce its size. The proxies solicited by this Proxy Statement may not be voted for more than ten (10) nominees. Stockholders have previously elected all Board nominees except for Mr. Fipps, who was appointed by the Board in January 2026 and is standing for election for the first time. An independent third party search firm referred Mr. Fipps to the Corporate Governance and Nominating Committee, who subsequently recommended his appointment to the Board, after determining that his skills and experiences align with our strategic priorities. Information regarding the qualifications and experience of each of the nominees may be found in the section of this Proxy Statement titled "Our Board of Directors." Our Board of Directors Unanimously Recommends That Stockholders Vote FOR each Director Nominee. Director Nominees

  19. Proposal 1 – Election 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 | | 76 | 2009 | | | | Ciena Corporation | | Deepak Ahuja Chief Financial Officer, Redwood Materials | | 63 | 2020 | * | | | | | Paul Fipps President, Global Customer Operations, ServiceNow | | 53 | 2026 | | | | | | Anders Gustafsson | | 66 | 2023 | | | | Zebra Technologies Corporation International Paper Company | | Gerald Held | | 78 | 2009 | | | | | | Deborah L. Kerr Managing Director and Partner, Warburg Pincus | | 54 | 2017 | | | | Vodafone Group Plc | | George Kurian Chief Executive Officer, NetApp | | 59 | 2015 | | | | The Cigna Group | | Carrie Palin SVP and Chief Marketing Officer, Cisco | | 54 | 2021 | | | | | | Frank Pelzer Chief Operating Officer, Spotnana | | 55 | 2025 | * | | | Freshworks Inc. | | June Yang | | 52 | 2024 | | | | UiPath, Inc. MSCI Inc. |

  20. Proposal 1 – Election of Directors

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

  21. Proposal 1 – Election of Directors

    | * Audit Committee Financial Expert | | † Membership as of April 24, 2026 |

  22. Director Nominee Statistics

    Director Nominee Statistics

  23. Director Nominee Statistics

    | | | | | | Board Refreshment | | | | Over the last 5 years, 5 new independent directors have joined our Board, 3 directors have departed. | |

  24. Skills Matrix

    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 business and industry.

  25. Skills Matrix

    | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management | | T. Michael Nevens | ü | ü | ü | ü | | ü | ü | ü | | Deepak Ahuja | ü | ü | | ü | ü | | ü | ü | | Paul Fipps | | ü | | ü | ü | | ü | | | Anders Gustafsson | ü | ü | ü | ü | ü | ü | ü | ü | | Gerald Held | | ü | ü | ü | ü | | ü | | | Deborah L. Kerr | ü | ü | ü | ü | ü | ü | ü | ü | | George Kurian | ü | ü | ü | ü | ü | ü | ü | ü | | Carrie Palin | | ü | | ü | ü | | ü | | | Frank Pelzer | ü | ü | ü | ü | ü | | ü | | | June Yang | ü | ü | ü | ü | ü | ü | ü | |

  26. Skills Matrix

    | | | | 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 and leveraging new technologies. | | | | | 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 management or oversight of cybersecurity threats to enterprise operations is crucial to identify and 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 and retaining 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 software and hardware technologies, including high-tech manufacturing, and cloud computing, as these technologies are 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 enterprise risk helps our directors effectively fulfill their duty to oversee our risk management programs. |

  27. Director Nominee Biographies

    Director Nominee Biographies

  28. Director Nominee Biographies

    | T. Michael Nevens | | | Director | Age: 76 Director Since: 2009 | | | | Professional Highlights · Chair of the Board: NetApp, Inc. (June 2015–present) · Senior Advisor Emeritus: Permira Funds, international private equity (since January 2023; previously Senior Advisor, May 2006–December 2022) · Global High Tech Practice: McKinsey & Company, global management consulting— 23 years advising technology companies; chaired IT vendor relations committee; served on McKinsey Global Institute board · Director: Ciena Corporation, optical networking systems and software (2014–present); Longbow Technology, cloud-native application security risk management, private (2019–2024) | Independent Yes Committees · Audit · Corporate Governance & Nominating (Chair) Other Public Boards · Ciena Corporation Education · Notre Dame (B.S., Physics) · Purdue (M.S., Industrial Admin.) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Mr. Nevens' 23 years at McKinsey advising technology companies—combined with his private equity perspective—give the Board sophisticated insight into competitive strategy, long-term business planning, and enterprise technology markets. · As the longest-serving independent Chair, he has guided NetApp's corporate governance evolution through the shift to all-flash and cloud storage and the current AI infrastructure build-out. | |

  29. Director Nominee Biographies

    | Deepak Ahuja | | | Director | Age: 63 Director Since: 2020 | | | | Professional Highlights · Chief Financial Officer: Redwood Materials Inc., battery materials recycling and manufacturing (May 2026-present) — financial leadership, raising capital · Chief Business & Financial Officer: Zipline International, autonomous delivery and logistics technology (October 2022–March 2026) — oversaw global finance, accounting, investor relations · Chief Financial Officer: Verily Life Sciences, life sciences and health technology (2020–2022); Tesla, Inc., electric car and clean energy (2008–2015; 2017–2019) — guided IPO and raised several billion dollars in capital · Finance Leadership: Ford Motor Company, automobile manufacturer (15 years) — manufacturing, sales, product development, treasury, M&A · CFO of the Year for small public companies (Silicon Valley Business Journal, 2010) and Bay Area CFO of the Year for large public companies (San Francisco Business Times, 2014) · SEC-recognized Audit Committee Financial Expert | Independent Yes Committees · Audit (Chair) Other Public Boards · None Education · Carnegie Mellon (M.S., Industrial Admin.) · Northwestern (M.S., Materials Eng.) · Banaras Hindu Univ. (B.Tech) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Mr. Ahuja chairs the Audit Committee, bringing rigorous financial oversight from 20+ years as CFO at high-growth technology companies. · Experience managing complex capital structures, investor relations, and strategic risk during rapid scaling strengthens Board oversight of AI infrastructure investment decisions and capital return program. | |

  30. Director Nominee Biographies

    | | | | | | | | | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management |

  31. Director Nominee Biographies

    | Paul Fipps | | | Director | Age: 53 Director Since: 2026 | | | | Professional Highlights · President of Global Customer Operations: ServiceNow, Inc., cloud computing and digital workflow (April 2025-present); EVP, Worldwide Sales (January 2025-March 2025); President, Global Industries & Strategic Growth (January 2024-January 2025); President, Strategic Accounts (October 2022-January 2024); SVP, Customer and Partner Excellence (March 2021-October 2022) — leads Global Sales, Customer Success, Partner Ecosystems, and Field Operations · Chief Experience Officer: Under Armour, Inc., performance athletic apparel, footwear and accessories (February 2020-March 2021) — oversaw global direct-to-consumer, connected fitness, and digital experiences | Independent Yes Committees · Talent and Compensation Other Public Boards · None Education · University of Baltimore (MBA) · University of Baltimore (B.S., Information Systems) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Mr. Fipps brings over 20 years' experience driving technology businesses. · Mr. Fipps' sales and customer experience expertise are highly relevant as NetApp continues to expand our customer base. | |

  32. Director Nominee Biographies

    | Anders Gustafsson | | | Director | Age: 66 Director Since: 2023 | | | | Professional Highlights · Chair of the Board: Zebra Technologies Corporation, asset intelligence and data capture solutions (May 2024–present; Executive Chair March 2023–May 2024; CEO 2007–2023) — transformed hardware company into intelligent enterprise solutions provider · Chief Executive Officer: Spirent Communications plc, telecommunications (2004–2007) — redirected growth strategy, integrated acquisitions, and drove significant cost savings · Executive roles at Tellabs, Inc. (network technology) and Motorola, Inc. (telecommunications) · Director: International Paper Company, pulp and paper (2019–present); Dycom Industries, Inc., specialty contracting (2013–2020) | Independent Yes Committees · Audit · Corporate Governance & Nominating Other Public Boards · Zebra Technologies Corporation · International Paper Company Education · Harvard GSB (M.B.A.) · Chalmers University of Technology (M.S., Electrical Eng.) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Mr. Gustafsson provides the Board more than 30 years of senior technology leadership, including 16 years as CEO of Zebra Technologies. · His direct experience transforming a product portfolio toward higher-value solutions is highly relevant as NetApp evolves from hardware storage to AI-ready cloud data infrastructure. · His expertise in talent development and inclusive culture strengthens NetApp's human capital strategy. | |

  33. Director Nominee Biographies

    | | | | | | | | | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management |

  34. Director Nominee Biographies

    | Gerald Held, Ph.D. | | | Director | Age: 78 Director Since: 2009 | | | | Professional Highlights · Chief Executive Officer: Held Consulting Group, LLC, data management consultancy (retired 2024) — 20+ years advising technology companies from early-stage startups to large public companies · Executive Chairman: Vertica Systems, analytic database (2006–2010), acquired by Hewlett-Packard · Director and executive experience at Business Objects SA, Tandem Computers, Oracle Corporation, Openwave Systems, and SingleStore (formerly MemSQL) · Director: Informatica Corporation, data management (2008–2025) | Independent Yes Committees · Corporate Governance and Nominating · Talent and Compensation Other Public Boards · None Education · Purdue (B.S., Electrical Eng.) · Univ. of Pennsylvania (M.S., Systems Eng.) · UC Berkeley (Ph.D., Computer Science) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Dr. Held is NetApp's longest-serving independent director and brings unmatched depth in data management technology — the core of NetApp's business. · His background founding, operating, and advising database and analytics companies enables the Board to rigorously evaluate NetApp's technology roadmap, cloud data services evolution, and AI workload infrastructure with a technically grounded perspective. | |

  35. Director Nominee Biographies

    | Deborah L. Kerr | | | Director | Age: 54 Director Since: 2017 | | | | Professional Highlights · Managing Director & Partner: Warburg Pincus, global private equity firm (2017–present) · EVP & Chief Product and Technology Officer: Sabre Corporation, software technology (2013–2017) · EVP & CPTO: FICO, credit score data analytics (2009–2012) · Senior leadership at Hewlett-Packard, Peregrine Systems, and NASA's Jet Propulsion Laboratory · Director: Vodafone Group Plc, telecommunications (2022–present); Chico's FAS, clothing retailer (2017–2024); EXLService Holdings, global analytics and digital solutions (2015–2021) | Independent Yes Committees · Audit Other Public Boards · Vodafone Group Plc Education · Cal State Northridge (B.A., Psychology) · Azusa Pacific University (M.S., Computer Science) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Ms. Kerr brings 30+ years of product and technology leadership to the Board. · Her operating experience as a C-suite technology executive at Sabre and FICO, combined with her current role advising portfolio companies at Warburg Pincus, provides a forward-looking view of enterprise digital transformation — directly relevant as NetApp advances Intelligent Data Infrastructure and our cloud services strategy. | |

  36. Director Nominee Biographies

    | | | | | | | | | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management |

  37. Director Nominee Biographies

    | George Kurian | | | Director | Age: 59 Director Since: 2015 | | | | Professional Highlights · Chief Executive Officer: NetApp, Inc. (2015–present) — delivered record revenues of $6.93B in FY26; record operating profit; five-fold growth in enterprise AI business in one year · EVP, Product Operations: NetApp (2013–2015) — oversaw all aspects of technology strategy and product development across NetApp's full portfolio · VP & General Manager: Cisco Systems, Inc., application networking and switching technology (2002–2011) · VP of Product Management & Strategy, Akamai Technologies; Management Consultant, McKinsey & Company; Oracle Corporation | Independent No Committees · None Other Public Boards · The Cigna Group Education · Princeton (B.S., Electrical Engineering) · Stanford University (M.B.A.) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · As NetApp's CEO, Mr. Kurian provides the Board with operational insight, competitive intelligence, and strategic clarity. · Under his leadership, NetApp has achieved record financial performance while executing a successful transition to all-flash and cloud storage and rapidly scaling an AI infrastructure business. · Mr. Kurian's participation on the Board anchors strategic deliberations in deep operational reality and direct accountability for execution. | |

  38. Director Nominee Biographies

    | Carrie Palin | | | Director | Age: 54 Director Since: 2021 | | | | Professional Highlights · SVP & Chief Marketing Officer: Cisco Systems, Inc., application networking and switching technology (June 2021–present) — leads global marketing for a $57B digital communications technology company · SVP & Chief Marketing Officer: Splunk Inc., data platform and analytics software (2019–2021); SendGrid, cloud communications platform (2018–2019); Box, Inc., cloud content management and file sharing platform (2016-2018) · VP of Marketing, IBM Cloud Data Services; 16-year marketing career at Dell · Advocate: Cisco for Women in Technology — VP of Marketing for equal opportunity and inclusion in enterprise technology | Independent Yes Committees · Talent and Compensation (chair) Other Public Boards · None Education · Texas Christian University (B.S., Communications) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Ms. Palin's career leading marketing at Cisco, Splunk, Box, and Dell gives the Board direct expertise in how enterprise technology buyers perceive and adopt infrastructure solutions. · As NetApp sharpens our AI-ready infrastructure brand and deepens hyperscaler partnerships, her expertise in global go-to-market strategy, demand generation, and cloud-era brand building provides strategic value. | |

  39. Director Nominee Biographies

    | | | | | | | | | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management |

  40. Director Nominee Biographies

    | Frank Pelzer | | | Director | Age: 55 Director Since: 2025 | | | | Professional Highlights · Chief Operating Officer: Spotnana, leading modern travel infrastructure (January 2025–present) · Chief Financial Officer: F5, Inc., security and app services (May 2018–November 2024) · President & COO, Cloud Business Group: SAP, multinational application software; · Chief Financial Officer: Concur · 10 years in investment banking at Deutsche Bank AG and Credit Suisse Group · SEC-recognized Audit Committee Financial Expert | Independent Yes Committees · Audit · Talent and Compensation Other Public Boards · Freshworks Inc. Education · Dartmouth College (B.A.) · Dartmouth, Tuck School of Business (M.B.A.) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Mr. Pelzer deepens the Board's financial and operational expertise at a critical moment for NetApp. · His 30+ years spanning investment banking, CFO leadership at F5, and operating roles at SAP Cloud provide a sophisticated lens on capital markets, M&A, and cloud business architecture. · As NetApp manages AI infrastructure investments and capital return decisions, his analytical rigor as an Audit Committee Financial Expert directly strengthens Board oversight. | |

  41. Director Nominee Biographies

    | June Yang | | | Director | Age: 52 Director Since: 2024 | | | | Professional Highlights · Senior Advisor: Brighton Park Capital LLC, investment firm (current) · VP, Cloud AI & Industry Solutions: Google Cloud, cloud computing services (October 2021–December 2023) — led AI cloud platform strategy and execution during the critical inflection point for enterprise AI demand · VP & GM, Compute and ML Infrastructure: Google Cloud (2019–2021) oversaw compute and machine learning infrastructure strategy · Senior engineering and product management roles at VMWare, Inc., including VP, Engineering and Product Management of VMWare Cloud on Dell EMC | Independent Yes Committees · Talent and Compensation Other Public Boards · MSCI Inc. · UiPath, Inc. Education · Stanford GSB (M.S.,Management) · UC Berkeley (M.S., Chemical Eng.) · Caltech (B.S., Chemical Eng.) | | | | | | | | | | | | | | Experience and Qualifications | | | | | · Ms. Yang brings the Board the most current hands-on AI infrastructure expertise of any director, having led Google Cloud's Compute and ML Infrastructure business during the years when enterprise AI demand accelerated. · As NetApp scales our AI-ready Intelligent Data Infrastructure solutions and deepens hyperscaler partnerships, her direct knowledge of how cloud providers architect and scale AI storage and data pipelines is invaluable for Board strategic oversight. | |

  42. Director Nominee Biographies

    | | | | | | | | | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management |

  43. Summary of Key Elements of Fiscal 2026 Compensation

    | | Features | | | | | | Compensation Element | Form | Performance/ Vesting Period | Performance Metric | Alignment to Compensation Objectives | Changes Effective in Fiscal 2026 | | 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 2026 | | Annual Incentive Compensation Plan ("ICP") | Cash | Fiscal year | Company Performance: 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 Individual Performance: Modifier of 85%-115% is then applied to the Company ICP payout | Aligns executive compensation to near-term key financial operating objectives and strategic leadership priorities aimed at driving long-term stockholder returns | Added an Individual Performance Modifier (85%-115%) that is applied to the Company ICP payout Allows the Committee to differentiate ICP payouts based on each NEO's contributions to Company financial and strategic results as measured against each NEO's respective individual goals set at the beginning of the fiscal year, consistent with the Committee's pay-for-performance philosophy | | 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 (as defined below), measured over three annual measurement periods to support sustained performance | Provides incentive to focus on a key driver of value creation while aligning executive pay outcomes with the interests of our stockholders | No changes for fiscal 2026 | | | 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 executive pay outcomes with the long-term interests of our stockholders | No changes for fiscal 2026 |

  44. Incentive Plan Payouts

    Incentive Plan Payouts Annual ICP: Fiscal 2026 The fiscal 2026 annual incentive compensation plan ("Annual ICP") under the Company’s Executive Compensation Plan for executives is earned based on Company performance (0%-200% payout) and then adjusted for individual performance (85%-115% modifier). The final ICP payouts are capped at 200% of the target award. Company performance is measured across four key metrics: two enterprise-level financial metrics (AOI and Revenue), based on goals set at challenging levels within the Company's annual operating plan, and two strategic growth metrics (Cloud Storage Revenue and ASA Revenue Growth), based on goals set at stretch levels designed to motivate superior performance results. We describe our fiscal 2026 Annual ICP goals and performance in the Components of Compensation section beginning on page 44. Although the Company delivered record financial results in fiscal 2026, it did not achieve the two strategic growth metrics, which were established at stretch levels to encourage superior performance results. As a result, no payout was earned for these strategic growth metrics. The component of the ICP payout based on Company performance was 89.5% of the target award amount based on the following components:

  45. Incentive Plan Payouts

    | Metric | Metric Weighting | Achievement vs. FY26 Goals | Payout (% of Target) | Weighted Payout (% of Target) | | AOI | 50% | Between Target and Maximum | 119.2% | 59.6% | | Revenue | 30% | Approximately Target | 99.7% | 29.9% | | Cloud Storage Revenue | 10% | Below Threshold | 0.0% | 0.0% | | ASA (Block Storage) Revenue Growth | 10% | Below Threshold | 0.0% | 0.0% |

  46. Incentive Plan Payouts

    Long-Term Incentive Plan: Fiscal 2024 Award of 3-year PBRSUs earned at the end of fiscal 2026 The Committee approved the performance results for the PBRSUs granted in fiscal 2024 based on the results against pre-determined Billings goals and relative total shareholder return ("TSR") targets for the performance period starting at the beginning of fiscal 2024 and ending at the end of fiscal 2026 (the "Performance Period"). The final payout of 91.76% for the Fiscal 2024 PBRSUs for Mr. Kurian, Mr. Cernuda, and Ms. O'Callahan was based on:

  47. Incentive Plan Payouts

    | Metric | Metric Weighting | Achievement vs. FY24-FY26 Goals | Payout (% of Target) | Weighted Payout (% of Target) | | Relative TSR | 50% | 41st percentile (19.73% annualized 3-year TSR) | 82.35% | 41.17% | | Billings(1) | 50% | • FY24 Billings were 99.71% of target goal, resulting in payout of 98.53% • FY25 Billings were 100.97% of target goal, resulting in payout of 106.45% • FY26 Billings were 99.71% of target goal, resulting in payout of 98.53% | 101.17% (3-year average) | 50.59% (weighted 3-year average) |

  48. Incentive Plan Payouts

    (1) Billings is calculated by adding net revenues to the change in total deferred revenue and financed unearned services revenue as reported on our Condensed Consolidated Statements of Cash Flows for the same period, computed on a constant currency basis. Mr. Jabre and Mr. Nair received Fiscal 2024 PBRSU awards as part of their new-hire compensation, subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal 2024 PBRSU awards granted to the other Executive Vice Presidents as described in the Company's 2024 proxy statement, except that the Billings metric was based on Billings performance for fiscal 2026 only. The final payout of the Fiscal 2024 PBRSUs for Mr. Jabre and Mr. Nair was 90.44%, based on the 82.35% Relative TSR payout (50% weighted) and 98.53% FY26 Billings payout (50% weighted) noted above. Fiscal 2026 Management Team Transition NetApp continued to strengthen our leadership team in fiscal 2026 with the appointment of Syam Nair as our Executive Vice President, Chief Product Officer on July 7, 2025. Mr. Nair succeeded Mr. Bhela, who departed from NetApp on June 20, 2025, following the completion of an orderly transition of his duties. In connection with Mr. Nair's appointment, NetApp and Mr. Nair entered into an offer letter, which provides for go-forward, ordinary course compensation arrangements in the form of base salary and annual ICP opportunity, as well as a sign-on cash bonus and equity grants. Mr. Nair's compensation was carefully considered and determined by the Committee in conjunction with the Committee’s independent compensation consultant. The factors considered in determining both the amounts and types of compensation include, but are not limited to, Mr. Nair's 25 years of experience in engineering and product management leadership roles, his expertise in technical product innovation, responsibilities and compensation received by his predecessor at NetApp, and his competitive opportunities and market compensation for comparable roles within NetApp’s compensation peer group. The table below outlines the terms of Mr. Nair's offer letter, which provides for:

  49. Incentive Plan Payouts

    | Pay Element | Description | Rationale | | Annual Base Salary | $725,000 | Provide a market-competitive level of fixed compensation and target annual bonus opportunity that are commensurate with Mr. Nair's qualifications, experience, responsibilities, peer and predecessor compensation. | | Annual ICP Target Opportunity | 110% of base salary | | | Sign-on Bonus | $5,000,000 as a one-time bonus, paid 50% within 30 days of his start date and 50% within 30 days of the 1st anniversary of his start date. The bonus is subject to 100% repayment by Mr. Nair if he voluntarily terminates his employment within 12 months of his start date or if he is terminated by NetApp for misconduct or violation of NetApp policy within 24 months of his start date and 50% repayment by Mr. Nair if he voluntarily terminates his employment after 12 months but within 24 months of his start date. | Intended as a make-whole award equal to the value of Mr. Nair's forfeited equity awards from his prior employer that would have vested within the next 12 months as a result of his departure from his prior employer. | | New-Hire RSUs | A grant of RSUs with an aggregate total value of $20,500,000, which vest 22% on the first anniversary of the vesting commencement date, 29% on the second such anniversary, 34% on the third such anniversary and 15% on the fourth such anniversary, subject to continued employment. | The $31,850,000 total New-Hire target equity grant is a "make whole" award equal to the value of Mr. Nair's forfeited equity that would have vested after the next 12 months if he remained employed at his prior employer. The proportion of RSU grants was intended to reflect the proportion of his forfeited equity awards from his prior employer that was time-based. The PBRSU grants were also included in the new-hire package to provide immediate alignment with other EVPs, who currently hold multiple outstanding PBRSU grants, and incentivize growth in NetApp's Billings and share price. 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. Nair's prior employer awards for which he forfeited, and (ii) avoid compensating Mr. Nair for Company performance prior to his start date. | | New-Hire PBRSUs | Grants of PBRSUs in the aggregate amount of $11,350,000 as follows: • $2,000,000 subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal 2024 PBRSU awards granted to the other Executive Vice Presidents as described in the Company's 2024 Proxy Filing), except that the Billings metric was based on Billings performance for fiscal 2026 only. The Fiscal 2024 PBRSUs were earned after the completion of fiscal 2026, as described in "Incentive Plan Payouts" on page 41. • $3,750,000 in PBRSUs subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal 2025 PBRSU awards granted to the other Executive Vice Presidents (as described in the Company's 2025 Proxy Filing), except that the Billings metric will be based on Billings performance for fiscal 2026 and fiscal 2027 only. The PBRSUs will vest, to the extent earned, after the completion of fiscal 2027. • $5,600,000 in PBRSUs subject to the same performance criteria (50% TSR and 50% Billings) as the Fiscal 2026 PBRSU awards granted to the other Executive Vice Presidents (as described in the Long-Term Equity Incentive section). The PBRSUs will vest, to the extent earned, after the completion of fiscal 2028. | |

  50. Executive Compensation Policies and Practices

    | 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 ✓ Maintain a 100% independent Committee and engage an independent compensation consultant ✓ Maintain comprehensive clawback policies, 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 |

  51. Fiscal 2026 Base Salary Decisions

    | What is it? | Annual ICP is cash earned based on Company performance (0%-200% payout) and then adjusted for individual performance (85%-115% modifier). Company performance is assessed on two enterprise-level financial goals metrics (AOI and Revenue), and two strategic growth metrics (Cloud Storage Revenue and ASA (Block Storage) Revenue Growth). Threshold levels of performance are required for a given metric to earn an ICP payout with respect to such metric. | | How is it set? | The Committee determines the eligibility of NEOs to participate in the Annual ICP when it approves the program's terms and conditions, including the performance targets and payout levels, which are set in the first quarter of our fiscal year. NetApp does not guarantee payment of Annual ICP amounts to any NEO. The Committee certifies the level of Company performance achieved for each metric, approves the individual NEO modifiers to Company performance based on achievement against individual goals, and determines resulting ICP payouts for each NEO shortly after the end of the fiscal year. | | Why is it important? | Annual ICP is designed to align executive compensation with our annual performance and to drive the achievement of key business results, which ultimately lead to long-term stockholder value. It also creates accountability and rewards NEOs for driving the achievement of strategic objectives. |

  52. Determination of Awards

    Determination of Awards The Company performance component of ICP is earned based on NetApp’s performance against the two enterprise-level financial metrics and two strategic growth metrics shown below. The 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. The individual performance component of ICP modifies the Company ICP payout by 85%-115%, based on the Committee's assessment of each NEO's fiscal 2026 performance against their respective individual goals set at the beginning of fiscal 2026. Each NEO was eligible to earn a maximum award of 200% of such NEO's target award, after accounting for both Company and individual ICP components. Following the end of fiscal 2026, the Committee determined the level of achievement by the Company of the targets and their respective payout levels (shown below under "Fiscal 2026 Annual ICP Results - Company Results") and calculated a Total Weighted Company Payout percentage. The Committee then approved an Individual Performance Modifier for each NEO (shown below under "Fiscal 2026 Annual ICP Results - Individual ICP Results and Overall Payouts"). Each NEO's Individual Performance Modifier was then multiplied by the Total Weighted Company Payout percentage to provide each NEO's overall payout percentage. The overall payout percentage was then applied to the Individual ICP Target amount (which is based on the NEO's actual gross salary paid during fiscal 2026 and their Fiscal 2026 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 2026

  53. Fiscal 2026 Annual ICP Results

    | | Company 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) | | | | 119.2% | 59.6% | | Revenue (30% weighting) | | | | 99.7% | 29.9% | | Cloud Storage Revenue (10% weighting) | | | | 0.0% | 0.0% | | ASA (Block Storage) Revenue Growth (10% weighting) | | | | 0.0% | 0.0% | | Total Weighted Company Payout | | | | | 89.5% |

  54. Fiscal 2026 Annual ICP Results

    | Name | Fiscal 2026 Annual ICP Target(1) | Total Weighted Company Payout | Individual Performance Modifier | Fiscal 2026 Annual ICP Payout | Final ICP Payout % of ICP Target | | George Kurian | $1,700,000 | 89.5% | 105.0% | $1,597,575 | 94.0% | | Wissam Jabre | $975,000 | 89.5% | 90.0% | $785,363 | 80.6% | | Syam Nair | $628,798 | 89.5% | 90.0% | $506,497 | 80.6% | | Cesar Cernuda(2) | $1,128,656 | 89.5% | 115.0% | $1,161,669 | 102.9% | | Elizabeth M. O’Callahan | $786,500 | 89.5% | 100.0% | $703,918 | 89.5% |

  55. Fiscal 2026 Annual ICP Results

    (1) Target award is based on actual salary paid. (2) Mr. Cernuda is paid in EUR. The value shown is converted to USD based on the foreign exchange rate on April 24, 2026. The Committee approved Individual Performance Modifiers ranging from 90.0% to 115.0%, which were applied to the 89.5% Company ICP payout, resulting in final ICP payouts for the NEOs ranging from 80.6% to 102.9% of the target award. Some of the significant achievements which were considered were as follows: • Mr. Kurian (105%) - strong leadership in delivering record financial results and advancing key strategic priorities • Mr. Jabre (90%) - strengthened financial discipline and organizational capabilities while continuing to streamline the Finance organization in first year in role • Mr. Nair (90%) - advanced product strategy and innovation while continuing to build and scale the product organization in first year in role • Mr. Cernuda (115%) - exceptional execution and leadership of the sales organization against go-to-market priorities, including contribution to significant customer wins and revenue growth, which led to the Company's record revenue results in fiscal 2026 • Ms. O'Callahan (100%) - effective execution in scaling key corporate functions to support business growth and operational priorities Long-Term Equity Incentive Compensation The grant of equity awards to our NEOs is designed to align their interests with the interests of our stockholders and to 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 and RSUs is reviewed by the Committee annually and may change from year to year.

  56. Fiscal 2026 Long Term Equity Incentive Compensation Decisions

    Fiscal 2026 Long Term Equity Incentive Compensation Decisions In fiscal 2026, the Committee granted PBRSUs and RSUs to the NEOs. The target mix of annual equity awards was consistent with fiscal 2025: 75% PBRSUs and 25% RSUs for the CEO; 70% PBRSUs and 30% RSUs for the President, Chief Product Officer and Chief Financial Officer; and 60% PBRSUs and 40% RSUs for the Chief Administrative Officer. We believe that this mix of long-term performance-based and service-vested awards for these executives appropriately reflects their relative impact upon, and accountability for, our stock price and operational performance over time.

  57. 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 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" below. The following chart shows the total Target Grant Value of PBRSUs and RSUs granted to our NEOs in fiscal 2026. The target dollar values of the grants, as approved by the 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 2026, the Committee determined that an increase in his Target Grant Value was warranted in light of Mr. Kurian's performance, the desire to align Mr. Kurian's interests with stockholders, 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, their respective performance, and internal pay equity considerations, the Committee approved a Target Grant Value increase for Ms. O'Callahan for fiscal 2026. The increased equity grant value for Ms. O’Callahan was intended to better align her compensation with market levels for the Chief Administrative Officer role, to which she was appointed in March 2025.

  58. Target Grant Value Decisions

    (1) No year-over-year percentage increase is shown for Mr. Jabre as his fiscal 2025 equity grant consisted of new-hire awards. (2) Mr. Nair's equity awards summarized in the table above were granted in connection with his appointment to EVP, Chief Product Officer in July 2025. Please see "Fiscal 2026 Management Team Transition" for a description of Mr. Nair's New-Hire equity awards.

  59. 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 Committee. | | How are they set? | The 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 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. |

  60. PBRSU Performance Peer Group

    PBRSU Performance Peer Group The Performance Peer Group is used to measure NetApp's relative TSR performance for the fiscal 2026 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 2026, 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 • Similarities of business models For fiscal 2026, the Committee removed one peer company (Juniper Networks) from the Performance Peer Group due to it having been acquired. Our fiscal 2026 "Performance Peer Group" consisted of:

  61. PBRSU Performance Peer Group

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

  62. Service-Vested RSUs

    Service-Vested RSUs

  63. 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 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 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. |

  64. Target Values vs. Accounting Values

    Target Values vs. Accounting Values Because of the rules governing the preparation of the Summary Compensation Table on page 59, 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 2026 as reported in the Summary Compensation Table are different than the target award values set forth in the table on page 61 of this Proxy Statement. As discussed above, the 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. 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 2026 Billings-based PBRSUs, only the Billings target for the 2026 fiscal year, the first fiscal year of the 3-year performance period, was approved at the time the PBRSUs were awarded in fiscal 2026. As a result, for the 2026 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 2027 or fiscal 2028. Such amounts will be included in the applicable table, including as equity compensation in the Summary Compensation Table, for fiscal 2027 and fiscal 2028, respectively, when the Billings targets are established. Moreover, the 2026 Stock Awards section of the Summary Compensation Table includes the third fiscal year of the 2024 Billings-based PBRSUs and the second fiscal year of the 2025 Billings-based PBRSUs linked to the performance goal established for fiscal 2026. The Committee considered the full value of the fiscal 2026 PBRSU award when making the fiscal 2026 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.

  65. Payouts for the Fiscal 2024 PBRSUs

    Payouts for the Fiscal 2024 PBRSUs PBRSUs granted in fiscal 2024 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 2024 ended as of April 24, 2026. The design of the fiscal 2024 PBRSUs was otherwise the same as the design as the fiscal 2026 PBRSUs except with respect to the performance goals, which are described below. The Committee certified performance and vesting for the NEOs based on the payout schedule below: The Committee certified PBRSU performance and vesting, by NEO, as follows:

  66. Payouts for the Fiscal 2024 PBRSUs

    | Name | PBRSUs Shares Vested | | George Kurian | 127,087 | | Wissam Jabre | 38,871 | | Syam Nair | 17,139 | | Cesar Cernuda | 60,164 | | Elizabeth M. O’Callahan | 22,098 |

  67. Payouts for the Fiscal 2024 PBRSUs

    Looking Ahead - Fiscal 2027 Compensation Program The Committee and management team regularly review and assess the structure and alignment of executive pay plans. For fiscal 2027, the Committee made the following changes to the Annual ICP to incentivize profitable top-line growth and set new strategic AI goals: • Revenue increases from 30% to 45% weighting with a 250% payout cap (increased from a 200% cap in fiscal 2026) • AOI decreases from 50% to 45% weighting with a 200% payout cap • Strategic component includes new AI objectives (10% total weighting) with a 200% payout cap • Individual Performance Modifier (+/- 15%) continues to adjust the payout derived from the above Company financial and strategic metrics, based on individual performance, subject to a maximum ICP payout cap of 223% of target (increased from a 200% cap in fiscal 2026) For fiscal 2027, the Committee also made the following changes to the Long-Term Equity Incentive plan to align the plan with the Company's business strategy and market practices: PBRSUs • Revenue replaces Billings (50% weighting) based on a three-year average of annual goals, with a 200% payout cap • Non-GAAP EPS is added (50% weighting) based on a three-year average of annual goals, with a 200% payout cap • Relative TSR moves from a stand-alone metric (50% weighting) to a modifier (+/-25%) that adjusts the above Financial payout with a 250% payout cap RSUs • Vesting schedule is updated to move the first vest from May 15 of the year after grant to October 15 of the grant year, with quarterly vesting thereafter and the vesting percentages adjusted to maintain an approximate 4-year vesting period The pro-rata vesting retirement treatment is eliminated for RSUs only Other Compensation for NEOs Separation and Change of Control Arrangements

  68. Change of Control Severance Agreements

    Change of Control Severance Agreements The Committee maintains change of control severance agreements for its key senior executives to: • promote 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; • helps us avoid protracted negotiations with departing executives; and • create a total executive compensation plan that is competitive with our Compensation Peer Group. 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 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. 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.

  69. 2021 Equity Incentive Plan Change in Control Provisions

    2021 Equity Incentive Plan Change in Control Provisions The NetApp, Inc. 2021 Equity Incentive 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.

  70. 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.

  71. 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 voluntarily terminate either (i) at or after 62 years of age or (ii) at or after 55 years of age and 10+ years of continuous service (“Retire” or "Retirement"). NetApp does not pay cash severance to executives who Retire. The 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, with the final payout for performance-based equity awards made at the same time as other executives based on actual Company and individual performance.

  72. 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.

  73. 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 of the Company's 2025 Proxy Filing 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 participate in a preventative care medical benefit available to executives at the Vice President level and above, which provides for an annual physical at a cost of up to $2,500 per calendar year. We believe this program supports executive health and productivity at a modest 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 benefit 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.

  74. Compensation Peer Group, Use of Market Data and Other Compensation Factors

    Compensation Peer Group, Use of Market Data and Other Compensation Factors Each year, the Committee reviews and approves a Compensation Peer Group composed of technology companies. For fiscal 2026, 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 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 2026, the Committee removed two peer companies (Splunk and VMware) from the Compensation Peer Group due to such companies having been acquired. At the time of the 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.

  75. Compensation Peer Group, Use of Market Data and Other Compensation Factors

    | | NetApp(1) | Percentile | | Trailing Twelve-Months Revenue | $6,377M | | | Market Capitalization | $24,842M | | | Number of Employees | ~11,800 | |

  76. Compensation Peer Group, Use of Market Data and Other Compensation Factors

    (1) Source: S&P Capital IQ; based on NetApp and peer financials at the time of the Compensation Peer Group review (Fall 2024) used to inform fiscal 2026 pay decisions. The fiscal 2026 "Compensation Peer Group" consisted of:

  77. Compensation Peer Group, Use of Market Data and Other Compensation Factors

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

  78. Compensation Peer Group, Use of Market Data and Other Compensation Factors

    In determining each NEO’s pay positioning with respect to their target total compensation, the 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 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 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.

  79. Compensation Policies and Practices

    | Policy | Considerations | Material Terms and Features | | Stock Ownership Guidelines for Executives and Non-Employee Directors | Promote stock ownership in NetApp Align the interests of executives and non-employee directors with stockholders Promote commitment to sound corporate governance | NEOs: • 6x base salary for CEO • 3x base salary for executive vice presidents • 5 years from executive officer designation to comply Non-Employee Directors: • 5x annual cash retainer (exclusive of committee service) • 5 years from date of becoming a non-employee director to comply | | Insider Trading Policy Filed as an exhibit to our Annual Report on Form 10-K for fiscal 2026 on June 5, 2026 | Prohibit insiders from profiting from material non-public information Comply with laws and regulations Prevent hedging that insulates executives and employees from stock price movement and reduces alignment with stockholders Avoid conflicts of interest | Each new employee and contractor must receive and acknowledge our insider trading policy upon the start of their service. Our insider trading policy prohibits: • Trading or “tipping” while in possession of material non-public information • Hedging and pledging transactions • Borrowing against Company securities held in a margin account • Short-sales All transactions by members of NetApp’s Board, executive officers and all members of NetApp’s "CEO Staff" must be pre-cleared with the Insider Trading Compliance Office. With respect to Rule 10b5-1 trading plans, our insider trading policy provides for: • No overlapping plans, subject to certain exceptions • Limit of one single trade plan per 12 month period • A minimum 3 month duration requirement for plans • Cooling off periods The Company complies with federal securities laws and the applicable exchange listing requirements when trading in our own securities. | | Equity Award Granting Practices | Standardize the timing and administration of equity award grants | All approvals of PBRSU and RSU grants are administered by the Board, the Talent and Compensation Committee or the Equity Subcommittee (which is composed of our CEO and Chief Administrative Officer). New hire and ad hoc adjustment grants to non-Section 16 officers are generally granted on a predetermined schedule established by the Committee in the first quarter of each fiscal year, subject to certain exceptions. Annual equity awards to Section 16 officers are generally scheduled to be approved at a meeting of the Committee in the first fiscal quarter. We do not grant stock options, stock appreciation rights or similar awards. The Company intends to grant RSUs and other equity awards in accordance with the foregoing practices without regard to the timing of the release of material non-public information, such as a positive or negative earnings announcement. | | Compensation Recovery (Clawback) Policy Filed as an exhibit to our Annual Report on Form 10-K for fiscal 2026 on June 5, 2026 | Require the Company to recoup awards that were not properly earned Allow the Company to recoup awards in the event of certain types of misconduct under Discretionary Clawback Policy | Applies to all Section 16 officers, including NEOs. If the Company is required to file an accounting restatement, it must seek repayment of incentive-based compensation to the extent the amount earned, vested or received is more than what would have been based on the restated results. The Committee may determine not to seek repayment in very limited circumstances. The policy covers a three-year lookback period prior to the accounting restatement. The Company is permitted to seek repayment of certain compensation under the Company’s separate Discretionary Clawback Policy. | | No Golden Parachutes | Avoid excessive payments in change of control | No executive officer contracts include 280G excise tax gross ups |

  80. Executive Compensation Tables and Related Information

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($) | | George Kurian | 2026 | 1,000,000 | — | 19,552,872 | 1,597,575 | — | 7,188 | 22,157,635 | | Chief Executive Officer | 2025 | 1,000,000 | — | 20,452,336 | 1,667,700 | — | 7,188 | 23,127,224 | | | 2024 | 1,000,000 | — | 14,377,251 | 2,350,726 | — | 7,459 | 17,735,436 | | Wissam Jabre | 2026 | 750,000 | — | 9,941,485 | 785,363 | — | 11,457 | 11,488,305 | | Executive Vice President | 2025 | 86,538 | 6,565,500 | 11,606,124 | — | — | 1,959 | 18,260,121 | | and Chief Financial Officer | | | | | | — | | | | Syam Nair | 2026 | 571,635 | 2,500,000 | 30,681,528 | 506,497 | — | 13,148 | 34,272,808 | | Executive Vice President | | | | | | | | | | and Chief Product Officer | | | | | | | | | | Cesar Cernuda | 2026 | 868,197 | — | 8,936,076 | 1,161,669 | — | 160,164 | 11,126,106 | | President | 2025 | 790,482 | — | 10,291,736 | 1,008,102 | — | 123,514 | 12,213,834 | | | 2024 | 717,938 | — | 7,367,403 | 1,304,574 | — | 99,702 | 9,489,617 | | Elizabeth M. O’Callahan | 2026 | 715,000 | — | 5,175,523 | 703,918 | — | 7,133 | 6,601,574 | | Executive Vice President | 2025 | 554,904 | — | 4,301,355 | 544,361 | — | 6,930 | 5,407,550 | | and Chief Administrative Officer | 2024 | 524,231 | — | 3,106,947 | 646,398 | — | 7,633 | 4,285,209 |

  81. 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 | — | — | 3,097,575(5) | 7,100,000(6) | — | 7,100,000(6) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 31,410,341 | 26,716,711 | — | 42,413,315(7) | — | 42,413,315(7) | —(8) | 42,413,315(9) | | | Continued coverage of employee benefits(4) | — | — | 54,435 | 72,580 | — | 72,580 | — | — | | | Total termination benefits | 31,410,341 | 26,716,711 | 3,152,010 | 49,585,895 | — | 49,585,895 | — | 42,413,315 | | Wissam Jabre | Cash severance payments | — | — | 1,910,363(11) | 3,562,500(13) | 1,910,363(11) | 3,562,500(13) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 18,997,290(10) | — | 12,013,035(12) | 21,059,084(7) | 12,013,035(12) | 21,059,084(7) | —(8) | 21,059,084(9) | | | Continued coverage of employee benefits | — | — | 300(11) | 300(14) | 300(11) | 300(14) | — | — | | | Total termination benefits | 18,997,290 | — | 13,923,697 | 24,621,883 | 13,923,697 | 24,621,883 | — | 21,059,084 | | Syam Nair | Cash severance payments | — | — | 1,231,497(5) | 2,659,495(13) | — | 2,659,495(13) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 26,459,688 | — | — | 30,856,681(7) | — | 30,856,681(7) | —(8) | 30,856,681(9) | | | Continued coverage of employee benefits | — | — | 36,635(14) | 54,952(14) | — | 54,952(14) | — | — | | | Total termination benefits | 26,459,688 | — | 1,268,132 | 33,571,129 | — | 33,571,129 | — | 30,856,681 | | Cesar Cernuda | Cash severance payments | — | — | 3,009,913(15) | 4,171,582(13) | — | 4,171,582(13) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 15,460,084 | — | — | 20,202,993(7) | — | 20,202,993(7) | —(8) | 20,202,993(9) | | | Continued coverage of employee benefits(14) | — | — | — | — | — | — | — | — | | | Total termination benefits | 15,460,084 | — | 3,009,913 | 24,374,574 | — | 24,374,574 | — | 20,202,993 | | Elizabeth M. O'Callahan | Cash severance payments | — | — | 1,418,918(5) | 3,038,750(13) | — | 3,038,750(13) | — | — | | | Vesting acceleration of RSUs & PBRSUs(3) | 7,624,919 | 5,266,323 | — | 9,963,272(7) | — | 9,963,272(7) | —(8) | 9,963,272(9) | | | Continued coverage of employee benefits | — | — | 41,814(14) | 62,721(14) | — | 62,721(14) | — | — | | | Total termination benefits | 7,624,919 | 5,266,323 | 1,460,732 | 13,064,743 | — | 13,064,743 | — | 9,963,272 |

  82. Pay Ratio

    Pay Ratio We determined, based on reasonable estimates, that the median of the annual total compensation of all of our employees, except our CEO, was $136,143 for fiscal 2026. Our CEO’s annual total compensation was $22,157,635 as shown in the Summary Compensation Table. Accordingly, for fiscal 2026, our reasonable estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our other employees is 163:1. We determined our median employee from the global Company employee population (except the CEO) as of April 24, 2026 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 2026 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. We calculated our median employee’s annual total compensation for fiscal 2026 as of April 24, 2026 in the same manner that we calculate our CEO’s total compensation as shown in the Summary Compensation Table.

  83. Pay vs. Performance

    Pay vs. 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 vs. Performance Table

  84. Pay vs. 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) | | 2026 | 22,157,635 | 22,535,504 | 15,872,198 | 15,599,191 | 163.57 | 260.29 | 1,276 | 1,706 | | 2025 | 23,127,224 | 4,745,188 | 10,520,090 | 5,324,959 | 130.57 | 171.25 | 1,186 | 1,476 | | 2024 | 17,735,436 | 39,826,957 | 7,021,089 | 16,378,259 | 146.70 | 154.18 | 986 | 1,325 | | 2023 | 11,364,543 | (3,136,331) | 4,881,517 | 3,271,722 | 88.91 | 110.13 | 1,274 | 1,227 | | 2022 | 18,883,551 | 17,384,526 | 8,466,683 | 4,539,483 | 100.38 | 101.89 | 937 | 1,251 |

  85. Pay vs. Performance

    (1) The PEO for each year was George Kurian. The Non-PEO NEOs for (i) fiscal year 2026 were Cesar Cernuda, Wissam Jabre, Elizabeth M. O’Callahan, and Syam Nair (ii) fiscal year 2025 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Wissam Jabre, and Elizabeth M. O’Callahan, (iii) fiscal years 2024 and 2023 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, and Elizabeth M. O’Callahan, and (iv) fiscal year 2022 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Elizabeth M. O’Callahan, Bradley R. Anderson and Matthew K. Fawcett. (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:

  86. Pay vs. Performance

    | | FY 2026 ($) | | | Total Equity Award Adjustments to Determine Compensation “Actually Paid” | CEO/PEO | Average Non-PEO | | Total Reported in Summary Compensation Table | 22,157,635 | 15,872,198 | | 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 | (19,552,872) | (13,683,653) | | 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 | 15,773,672 | 11,276,756 | | 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 | 314,897 | 323,493 | | Plus fair value for awards that are granted and vested in the covered year | 2,538,822 | 1,452,179 | | 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 | 1,303,350 | 358,218 | | 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 | 377,869 | (273,007) | | Compensation Actually Paid | 22,535,504 | 15,599,191 |

  87. Pay vs. 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 vs. 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 5, 2026. Historical stock performance is not necessarily indicative of future stock performance. (4) Adjusted Operating Income represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Adjusted Operating Income is non-GAAP operating income less stock-based 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. Pay vs. Performance Discussion and Analysis 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 vs. 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 vs. 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 vs. Performance table.

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

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

  89. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  90. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    Relationship Between Compensation Actually Paid and Adjusted Operating Income 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 2026, to Company performance. These measures are not ranked by importance.

  91. Relationship Between Compensation Actually Paid and Adjusted Operating Income

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

  92. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    * Adjusted Operating Income is calculated as non-GAAP operating income less stock-based 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 48 above.