DEF 14A of NetApp, Inc., Jul 28, 2023

DEF 14A of NetApp, Inc.

Filed Jul 28, 2023 · FY20230001308179-23-000928

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Director Nominees

  2. Our Board of Directors

    | | | | Director Since | Committee Membership† | | | Other Current Public Directorships | | Name and Principal Occupation | Independent | Age | | A | CGN | TC | | | T. Michael Nevens, Chair Senior Advisor, Permira Funds | | 73 | 2009 | | | | Ciena Corporation | | Deepak Ahuja Chief Business and Chief Financial Officer, Zipline | | 60 | 2020 | * | | | | | Gerald Held Chief Executive Officer, Held Consulting, LLC | | 75 | 2009 | | | | Informatica Corporation | | Kathryn M. Hill | | 66 | 2013 | | | | Moody’s Corporation Celanese Corporation | | Deborah L. Kerr Managing Partner, Warburg Pincus | | 51 | 2017 | | | | Chico’s FAS, Inc. Vodafone Group Plc | | George Kurian Chief Executive Officer, NetApp | | 56 | 2015 | | | | Cigna Corporation | | Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc. | | 51 | 2021 | | | | | | Scott F. Schenkel | | 55 | 2017 | | | | | | George T. Shaheen Special Advisor to CEO and Global Management Committee, Andersen LLP | | 79 | 2004 | | | | Marcus & Millichap Inc. Green Dot Corporation |

  3. Our Board of Directors

    | A – Audit | TC – Talent and Compensation | CGN – Corporate Governance and Nominating | | Chair | | Member | | * Audit Committee Financial Expert † Membership as of April 28, 2023 | | | | | | |

  4. Our Board of Directors

    Board Snapshot

  5. Our Board of Directors

    | Independence | | Age | Tenure | | | | | | | Gender and Racial/Ethnic Diversity | | | | | 56% Diverse | | Board Refreshment Over the last 5 years, 2 new directors have joined our Board, and 1 director retired. | |

  6. Our Board of Directors

    | 2023 Proxy Statement | 15 |

  7. Our Board of Directors

    Skills and Qualifications

  8. Our Board of Directors

    | | | | FINANCIAL | SALES & MARKETING | | NetApp is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who have the ability to analyze financial statements, oversee budgets and allocate capital are key to supporting the Board’s oversight of our financial reporting and functions. | Directors with sales, marketing or brand management experience provide valuable guidance and oversight of our efforts to grow sales and enhance our brand, including in new markets. | | | | | EXECUTIVE LEVEL LEADERSHIP | CYBERSECURITY | | Directors who have served in senior leadership roles in other organizations have experience in identifying and developing leadership qualities, motivating and managing others, and managing organizations, which is key to the effective oversight and development of management. Directors with senior leadership experience also contribute practical insight into business strategy and operations. | Experience in understanding information technology, and managing or oversight of cybersecurity threats to enterprise operations is important to mitigate risks to our business. | | | | | HUMAN CAPITAL MANAGEMENT | TECHNOLOGY | | Our people are one of our most valuable assets. We value directors who have experience with the practices used by organizations for recruiting the right people, managing and developing workforces effectively, and optimizing productivity. | We seek directors who have experience working with or for companies that research or develop leading-edge technologies, such as software/hardware development, high-tech manufacturing, and cloud computing because it is core to understanding our markets, R&D, manufacturing, and supply chain. | | | | | STRATEGY | RISK MANAGEMENT | | Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision. The dynamic markets in which NetApp operates require a Board with strategic insights gained through multi-faceted prior experiences, including scaling businesses, acquisitions, and large scale transformations. | Experience identifying, mitigating, and managing risk helps our directors effectively fulfill their duty to oversee our risk management programs. |

  9. Our Board of Directors

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  10. Our Board of Directors

    Director Biographies The name, age and position of each of the Company’s directors as of July 28, 2023 are set forth below. Except as described below, each director has been engaged in his or her principal occupation during the past five years. There are no family relationships among any of our directors, director nominees or executive officers.

  11. Our Board of Directors

    | Skills | T. Michael Nevens Chair of the Board | Age | 73 | | | Independent | Director Since | 2009 | | | Professional Highlights Mr. Nevens is an Emeritus Senior Advisor at Permira Funds, an international private equity fund. Prior to his position with Permira Funds, Mr. Nevens spent 23 years advising technology companies with McKinsey & Company, where he managed the firm’s Global High Tech Practice and chaired the firm’s IT vendor relations committee. He also served on the board of the McKinsey Global Institute, which conducts research on economic and policy issues. Mr. Nevens has served as the Chair of the Board since June 2015. Mr. Nevens currently serves on the board of directors of Ciena Corporation, a telecommunications networking equipment and software services company, and on the board of directors of Longbow Technology, a private cybersecurity company. | | | | | Other Public Company Directorships (past 5 years) ●Ciena Corporation (2014 – present) Additional Private Company Directorships (past 5 years) ●Longbow Technology (2021 – present) Education ●University of Notre Dame (B.S., Physics) ●Purdue University (M.S., Industrial Administration) | Committees ●Audit ●Corporate Governance and Nominating (Chair) | | | | Qualifications As an investor in, and advisor to, technology companies, Mr. Nevens brings to the Board extensive expertise and insight into growth, management, competitive strategy and strategic long-term business planning, as well as expert knowledge of enterprise technology. Through his extensive tenure as a member of the board of directors of both public and private companies, Mr. Nevens brings a wealth of experience advising companies through dynamic economic and market conditions. Additionally, Mr. Nevens provides the Board with insight on corporate governance changes affecting public companies. | | |

  12. Our Board of Directors

    | 2023 Proxy Statement | 17 |

  13. Our Board of Directors

    | Skills | Deepak Ahuja | Age | 60 | | | Independent | Director Since | 2020 | | | Professional Highlights Mr. Ahuja joined Zipline as its Chief Business and Financial Officer on September 30, 2022, where he oversees global financial operations, including finance, accounting, investor relations and global sales, excluding the Africa region. Before joining Zipline, Mr. Ahuja was Chief Financial Officer (CFO) of Verily Life Sciences from 2020 through September 2022. Previously, he served as CFO of Tesla from 2008 to 2015 and from 2017 to 2019. As one of Tesla’s longest-serving executives, Mr. Ahuja played a role in the company’s rise from startup to a large cap energy company. He was Tesla’s first finance chief and helped guide it through its IPO in addition to raising several billion dollars of capital to fuel its growth. Prior to Tesla, Mr. Ahuja was at Ford Motor Company for 15 years in a variety of finance roles, which provided him experiences in manufacturing, marketing and sales, product development, treasury, and acquisitions/ divestitures. Mr. Ahuja was named CFO of the year in 2010 for small public companies by Silicon Valley Business Journal. In 2014, he was named Bay Area CFO of the year for large public companies by San Francisco Business Times. | | | | | Education ●Carnegie Mellon University (M.S., Industrial Administration) ●Northwestern University Pennsylvania (M.S., Materials Engineering) ●Banaras Hindu University (B.Tech, Ceramic Engineering) | Committees ●Audit (Chair) | | | | Qualifications In addition to extensive financial leadership experience acquired over 20 years in a variety of roles at Zipline, Verily, Tesla and Ford, Mr. Ahuja brings to the Board substantial experience in managing high growth, innovative technology companies, and overseeing risk management in high growth conditions and strategic financial transactions. Mr. Ahuja qualifies as an “audit committee financial expert” under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | | |

  14. Our Board of Directors

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  15. Our Board of Directors

    | Skills | Gerald Held, Ph.D. | Age | 75 | | | Independent | Director Since | 2009 | | | Professional Highlights Dr. Held has, after many years leading pioneering work in the data management field, spent over 20 years as a consultant to a wide variety of technology companies, ranging from early-stage startups to large publicly traded companies. From 2006 to 2010, he was the Executive Chairman of Vertica Systems, an analytic database company that was acquired by Hewlett-Packard Company. Dr. Held served in director and executive roles at a variety of technology companies, including Business Objects SA, Tandem Computers, Inc., Oracle Corporation, Openwave Systems Inc., and SingleStore (formerly MemSQL Inc.). Dr. Held currently serves on the board of directors of Informatica Corporation, a data management company, and on the board of directors of several private companies, including Copia Global Inc. and Madaket, Inc. | | | | | Other Public Company Directorships (past 5 years) ●Informatica Corporation (2008 – present) Additional Private Company Directorships (past 5 years) ●Madaket, Inc. (2016 – present) ●Copia Global Inc. (2011 – present) ●Tamr, Inc. (2013 – 2021) ●SingleStore (formerly MemSQL, Inc.) (2015 – 2017) Education ●Purdue University (B.S., Electrical Engineering) ●University of Pennsylvania (M.S., Systems Engineering) ●UC Berkeley (Ph.D., Computer Science) | Committees ●Compensation | | | | Qualifications As a successful entrepreneur, executive, consultant and investor in technology companies, Dr. Held brings to the Board a strong technical background and extensive experience in the data management field, entrepreneurial experience and insights into the Cloud space, and over 40 years of experience in developing, managing and advising technology organizations and leading edge start-up companies through all stages of growth. Through his broad technology experience, Mr. Held also provides the Board with strong product, product marketing and customer insights, as well as expertise in technological trends and developments. | | |

  16. Our Board of Directors

    | 2023 Proxy Statement | 19 |

  17. Our Board of Directors

    | Skills | Kathryn M. Hill | Age | 66 | | | Independent | Director Since | 2013 | | | Professional Highlights Ms. Hill has more than 30 years of experience as a business leader and product developer of data network technologies. She served in various leadership positions in engineering and operations at Cisco from 1997 to 2013, including: Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009 and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Prior to Cisco, Ms. Hill held a number of engineering roles at various technology companies. Ms. Hill currently serves on the board of directors of Celanese Corporation and Moody’s Corporation. | | | | | Other Public Company Directorships (past 5 years) ●Celanese Corporation (2015 – present) ●Moody’s Corporation (2011 – present) Education ●Rochester Institute of Technology (B.S., Computational Mathematics) | Committees ●Audit ●Corporate Governance and Nominating | | | | Qualifications Ms. Hill brings to the Board more than 30 years of experience in management and leadership of global engineering and operations organizations, including executive roles at Cisco during a time of tremendous growth in technology and applications. Through her extensive leadership experience and strong background in information technology and business operations, Ms. Hill brings unique insights into information technology for the enterprise and management of large scale engineering organizations. Ms. Hill also has extensive experience as a public company board member, including knowledge of ESG and expertise in executive compensation. | | |

  18. Our Board of Directors

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  19. Our Board of Directors

    | Skills | Deborah L. Kerr | Age | 51 | | | Independent | Director Since | 2017 | | | Professional Highlights Ms. Kerr is a Managing Partner and Co-Head of Value Creation of Warburg Pincus, where she joined in 2017 as a Senior Advisor and as Managing Director in 2019. Previously, Ms. Kerr served as Executive Vice President and Chief Product and Technology Officer at Sabre Corporation from 2013 to 2017 and as Executive Vice President, Chief Product and Technology Officer at FICO from 2009 until 2012. Prior to her time at Sabre Corporation and FICO, Ms. Kerr held senior leadership roles at Hewlett-Packard, Peregrine Systems and NASA’s Jet Propulsion Laboratory. Ms. Kerr currently serves on the board of directors of Vodafone Group Plc, where she serves as a member of the audit and technology committees, and Chico’s FAS, Inc., where she serves as a member of the Governance and Nominating, Human Resources and Compensation, and ESG committees. | | | | | Other Public Company Directorships (past 5 years) ●Vodafone Group Plc (2022 – present) ●Chico’s FAS, Inc. (2017 – present) ●EXLService Holdings (2015 – 2021) ●International Airline Group (2018 – 2020) Additional Private Company Directorships (past 5 years) ●defi Solutions (2020 – present) ●TRC (2022 – present) ●GA Foods (2021 – 2023) Education ●Cal State University, Northridge (B.A., Psychology) ●Azusa Pacific University (M.S., Computer Science) | Committees ●Audit | | | | Qualifications With over 30 years of diverse experience leading product and technology organizations, Ms. Kerr is a proven technology executive in the software industry who brings extensive leadership, product and technology experience, expertise in cloud and digital, and significant public company board experience to the Board. Ms. Kerr brings significant operational experience and valuable knowledge regarding executing successful transformations, accelerating growth and innovation, and managing risk and change in complex environments. | | |

  20. Our Board of Directors

    | 2023 Proxy Statement | 21 |

  21. Our Board of Directors

    | Skills | George Kurian | Age | 56 | | | Chief Executive Officer | Director Since | 2015 | | | Professional Highlights Mr. Kurian was appointed Chief Executive Officer of NetApp, and has served as a member of the Board, since 2015. From 2013 to 2015, he was executive vice president of product operations, overseeing all aspects of technology strategy and product and solutions development across our product portfolio. Mr. Kurian joined NetApp in April 2011 as the senior vice president of the storage solutions group and was appointed to senior vice president of the Data ONTAP group in December 2011. Prior to NetApp, from 2002 to 2011, Mr. Kurian held several positions at Cisco Systems, including most recently as vice president and general manager of the application networking and switching technology group. From 1999 to 2002, Mr. Kurian was the vice president of product management and strategy at Akamai Technologies. Prior to that, he was a management consultant with McKinsey & Company, and led software engineering and product management teams at Oracle Corporation. Mr. Kurian is a board member at Cigna Corporation, a global health services company. | | | | | Other Public Company Directorships (past 5 years) ●Cigna Corporation (2021 – present) Education ●Princeton University (B.S., Electrical Engineering) ●Stanford University (M.B.A.) | | | | | Qualifications As the Company’s Chief Executive Officer, Mr. Kurian brings exceptional leadership skills, human capital management expertise, and extensive experience and knowledge of the Company’s business, operations and strategy, which enable him to keep the Board apprised of significant developments impacting the Company and the industry and to guide the Board’s discussion and review of the Company’s strategy. | | |

  22. Our Board of Directors

    | Skills | Carrie Palin | Age | 51 | | | Independent | Director Since | 2021 | | | Professional Highlights Ms. Palin joined Cisco Systems, Inc. in June 2021 as Senior Vice President and Chief Marketing Officer. Previously, she served as Senior Vice President and Chief Marketing Officer of Splunk Inc. from February 2019 to April 2021. Prior to Splunk, she served as Senior Vice President and Chief Marketing Officer of both Box, Inc. and SendGrid, Inc. (which was acquired by Twilio, Inc.) from 2016 to 2018 and 2018 to 2019, respectively. Previously, she served as Vice President of Marketing for IBM’s Cloud Data Services and held myriad marketing leadership roles during her 16-year career at Dell. She currently serves on the board of directors of EnterpriseDB, a private software and services company. | | | | | Additional Private Company Directorships (past 5 years) ●EnterpriseDB (2020 – present) Education ●Texas Christian University (B.S., Communications) | Committees ●Compensation | | | | Qualifications With over 20 years of experience leading sales and marketing organizations, Ms. Palin is a leader in the software industry who brings to the Board extensive leadership, global go-to-market strategy, sales and marketing experience, and expertise in the cloud. Due to Ms. Palin’s strong advocacy at Cisco for Women in Technology and experience driving diversity, equity and inclusion initiatives, she brings valuable insights to the Board regarding the development, engagement, and championship of diversity and inclusion for employees. | | |

  23. Our Board of Directors

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  24. Our Board of Directors

    | Skills | Scott F. Schenkel | Age | 55 | | | Independent | Director Since | 2017 | | | Professional Highlights Mr. Schenkel has more than 25 years of extensive business and financial leadership expertise across healthcare, technology and commerce industries. He served as the interim Chief Executive Officer of eBay, Inc. from September 2019 to April 2020. He joined eBay, Inc. in 2007 and served as Senior Vice President and Chief Financial Officer from 2015 to 2019, leading finance, analytics and information technology. He also served as Senior Vice President and Chief Financial Officer of eBay Marketplace from 2009 to 2015 and as Vice President of Global Financial Planning and Analytics. Previously, Mr. Schenkel spent nearly 17 years at General Electric Company in a variety of finance roles. | | | | | Additional Private Company Directorships (past 5 years) ●Martis Camp Club (2019 – present) ●Forter (2022 – present) Education ●Virginia Polytechnic Institute and State University (B.S., Finance) | Committees ●Compensation (Chair) | | | | Qualifications Mr. Schenkel brings to the Board more than 25 years of extensive corporate and financial leadership, and operational expertise across technology and commerce industries. Mr. Schenkel has deep knowledge of financial and accounting issues, and a wealth of experience with financial planning and analytics, strategy, audit, mergers and acquisitions, Six Sigma and process improvement. Mr. Schenkel also provides the Board with top-level leadership perspective in organizational management and operations. | | |

  25. Our Board of Directors

    | 2023 Proxy Statement | 23 |

  26. Our Board of Directors

    | Skills | George T. Shaheen | Age | 79 | | | Independent | Director Since | 2004 | | | Professional Highlights Mr. Shaheen, who joined Andersen LLC in July 2022 as Special Advisor to CEO and Global Management Committee, has served in a variety of senior leadership roles, including Chief Executive Officer and Chairman of the Board of Directors of Entity Labs, Ltd., a technology company in the data collection, storage and analytics space, Chief Executive Officer of Siebel Systems, Inc., a customer relationship management software company, Chairman of the Board of Webvan Group, Inc. and Global Managing Partner of Andersen Consulting, which later became Accenture. In addition to his public and private board service, Mr. Shaheen has also served as an IT Governor of the World Economic Forum and on the Board of Advisors of Northwestern University Kellogg Graduate School of Management and the Board of Trustees of Bradley University. | | | | | Other Public Company Directorships (past 5 years) ●Marcus & Millichap Inc. (2013 – present) ●Green Dot Corporation (2013 – present) ●Korn/Ferry International (2007 – 2019, 2020 – 2022) Additional Private Company Directorships (past 5 years) ●247.ai (2005 – present) Education ●Bradley University (B.S., Business) ●Bradley University (M.B.A.) | Committees ●Compensation ●Corporate Governance and Nominating | | | | Qualifications Mr. Shaheen brings to the Board significant executive and strategic experience leading, managing and advising technology companies and expertise in compliance matters as a result of his service on public and private company boards and their audit and compensation committees. Mr. Shaheen provides unique perspectives on leading large organizations and executive teams as a result of his lengthy career as a chief executive officer. His consulting background gives him keen insight into sales and the customer-based service aspect of the Company’s operations. | | |

  27. Our Board of Directors

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

  28. Our Board of Directors

    | | Financial | Executive Level Leadership | Human Capital Management | Strategy | Sales & Marketing | Cybersecurity | Technology | Risk Management | | T. Michael Nevens | | | | | | | | | | Deepak Ahuja | | | | | | | | | | Gerald Held | | | | | | | | | | Kathryn M. Hill | | | | | | | | | | Deborah L. Kerr | | | | | | | | | | George Kurian | | | | | | | | | | Carrie Palin | | | | | | | | | | Scott F. Schenkel | | | | | | | | | | George T. Shaheen | | | | | | | | |

  29. Our Board of Directors

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  30. Our Board of Directors

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

  31. Director Compensation

    Director Compensation The Talent and Compensation Committee evaluates the non-employee director compensation program annually with the assistance of its independent compensation consultant, Meridian Compensation Partners. As a part of this process, the Talent and Compensation Committee reviews market data for director compensation from the Company’s Compensation Peer Group, the same group used for our executive compensation review, including cash compensation, equity compensation and stock ownership requirements. Non-employee director compensation is generally targeted at the market median and is periodically adjusted to maintain alignment with market and peer pay practices. Non-employee directors receive annual cash retainers as well as equity awards for their service on our Board. Details of the compensation are discussed in the narrative below. Employee directors do not receive any compensation for their services as members of our Board. Director Compensation Table The table below summarizes the total compensation paid by the Company to our directors for fiscal 2023.

  32. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Nonequity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | T. Michael Nevens | 195,000 | 316,193 | — | — | — | — | 511,193 | | Deepak Ahuja | 102,500 | 243,225 | — | — | — | — | 345,725 | | Gerald Held | 90,000 | 243,225 | — | — | — | — | 333,225 | | Kathryn M. Hill | 118,125 | 243,225 | — | — | — | — | 361,350 | | Deborah L. Kerr | 95,000 | 243,225 | — | — | — | — | 338,225 | | Carrie Palin | 90,000 | 243,225 | — | — | — | — | 333,225 | | Scott F. Schenkel | 121,875 | 243,225 | — | — | — | — | 365,100 | | George T. Shaheen | 100,000 | 243,225 | — | — | — | — | 343,225 | | George Kurian(5) | — | — | — | — | — | — | — |

  33. Director Compensation

    | (1) The amounts in this column represent compensation that was earned in fiscal 2023. Our Board year does not correspond with our fiscal year. Our Board year begins on the date of each annual meeting and runs until the next annual meeting. Cash board fees are paid in arrears on a quarterly basis. A portion of the fees earned during the last quarter of fiscal 2022 were paid in the first quarter of fiscal 2023 and are included in this table. Likewise, a portion of the fees earned during the last two quarters of fiscal 2023 were paid in the first quarter of fiscal 2024 and are not included in this table. | | (2) Each non-employee director received a service-vested restricted stock unit (“RSU”) award representing the contingent right to receive shares of common stock. The amounts reported represent the grant date fair value of RSU awards to the director under the 2021 NetApp, Inc. Equity Incentive Plan (the “2021 Plan”), and are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC 718). Assumptions used in the valuations of these awards are included in Note 10 of the Annual Report. These amounts do not represent the actual value that may be realized by the non-employee director. | | (3) The table below sets forth the aggregate number of RSUs, including RSUs for which the payout of shares has been deferred by such director, held as of April 28, 2023 by the non-employee directors who served on the Board in fiscal 2023: |

  34. Director Compensation

    | Name | # of Outstanding Options (in Shares) | # of RSUs (in Shares) | Total Equity Awards Outstanding | | T. Michael Nevens | — | 4,485 | 4,485 | | Deepak Ahuja | — | 6,157 | 6,157 | | Gerald Held | — | 41,626 | 41,626 | | Kathryn M. Hill | — | 6,157 | 6,157 | | Deborah L. Kerr | — | 8,906 | 8,906 | | Carrie Palin | — | 3,450 | 3,450 | | Scott F. Schenkel | — | 3,450 | 3,450 | | George T. Shaheen | — | 20,144 | 20,144 |

  35. Director Compensation

    | (4) As of April 28, 2023, no outstanding options were held by the non-employee directors who served on the Board in fiscal 2023. | | (5) During fiscal 2023, Mr. Kurian served as our Chief Executive Officer and a member of the Board. Mr. Kurian did not receive any additional compensation for serving on our Board. For more information on Mr. Kurian’s compensation as our Chief Executive Officer, please see the “Executive Compensation Tables and Related Information—Summary Compensation Table” below. |

  36. Director Compensation

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  37. Director Compensation

    Summary of Director Compensation Policy The following table sets forth a summary of our total compensation policy for our non-employee directors as of the end of fiscal 2023:

  38. Director Compensation

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

  39. Director Compensation

    In July 2023, in accordance with its annual practice, the Talent and Compensation Committee evaluated the compensation for non-employee directors, including benchmarking the directors’ cash and equity compensation against our Compensation Peer Group (as disclosed in the section titled “Compensation Peer Group and Use of Market Data” beginning on page 48 of this Proxy Statement). In connection with this evaluation, the Talent and Compensation Committee reviewed the annual cash retainer, the annual equity grant, fees for committee services, fees for chairs, grants on initial appointment, and stock ownership guidelines for our non-employee directors. The Talent and Compensation Committee reviewed data compiled by Meridian, including average compensation per director of peer companies, committee member and chair retainers, director equity grant practices and other relevant director pay practices. The Talent and Compensation Committee determined, with the assistance of its independent advisor, that the board retainer paid to our non-employee directors was below the median paid by peer companies and that the board retainer should be adjusted upward in order to be consistent with our pay practices and remain competitive. Accordingly, effective as of the Annual Meeting, the annual equity grant to our non-employee directors will be increased by $25,000, which means that our Chair will receive an annual equity grant with a value of $350,000 and the other directors will receive annual equity grants with a value of $275,000. No other changes were made to director compensation. Our non-employee directors: (i) prior to and including fiscal 2022, received automatic annual equity grants under the NetApp, Inc. Amended and Restated 1999 Stock Option Plan and (ii) beginning in fiscal 2023, received automatic annual equity grants under the 2021 Plan pursuant to an outside director compensation policy adopted by our Board and the Talent and Compensation Committee, which may be revised from time to time as our Board or the Talent and Compensation Committee deems appropriate. Since fiscal 2016, all non-employee director automatic annual equity grants have been in the form of RSUs. Following the 2022 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 under the 2021 Plan.

  40. Director Compensation

    | Name | RSUs | Stock Option Grants (in Shares) | Stock Option Exercise Price ($) | Grant Date | | T. Michael Nevens | 4,485 | — | — | September 9, 2022 | | Deepak Ahuja | 3,450 | — | — | September 9, 2022 | | Gerald Held | 3,450 | — | — | September 9, 2022 | | Kathryn M. Hill | 3,450 | — | — | September 9, 2022 | | Deborah L. Kerr | 3,450 | — | — | September 9, 2022 | | Carrie Palin | 3,450 | — | — | September 9, 2022 | | Scott F. Schenkel | 3,450 | — | — | September 9, 2022 | | George T. Shaheen | 3,450 | — | — | September 9, 2022 |

  41. Director Compensation

    | 2023 Proxy Statement | 37 |

  42. Director Compensation

    As provided in the outside director compensation policy, a newly elected or appointed non-employee director automatically receives a grant of RSUs upon his or her first election or appointment to the Board with a value of $250,000 (if such election or appointment occurs before February of the applicable year) or with a value of $125,000 (if such election or appointment occurs in or after February of the applicable year). On the date of each annual stockholders meeting, but after any stockholder votes are taken on such date, each outside director who is re-elected automatically receives a grant with a value of $250,000, except the Chair of the Board, who receives a grant with a value of $325,000. Effective as of the Annual Meeting, re-elected outside directors will receive a grant with a value of $275,000 and the Chair of the Board will receive a grant with a value of $350,000. Equity awards for non-employee directors are represented as a dollar value. For these purposes, the value of any awards of RSUs will equal the product of (1) the fair market value of one share of common stock on the grant date of such award and (2) the aggregate number of RSUs. Each non-employee director is also eligible to receive an annual cash retainer for his or her Board and committee service, pursuant to the terms of the outside director compensation policy. The Talent and Compensation Committee has approved a deferral program for our non-employee directors, which allows each non-employee director to elect to defer the receipt of his or her annual cash retainer until a later date in accordance with applicable tax laws. Additionally, for any automatic equity grant in the form of RSUs, the director may elect in accordance with federal tax laws when he or she will receive payout from his or her vested RSUs and defer income taxation until the award is paid. In connection with this deferral, a director may elect to receive payout within 30 days of the earliest of: (1) if the director so specifies, a specified date that is no earlier than January 1 of the second calendar year immediately following the date on which the RSUs vested; (2) the date the director ceases to serve as a director for any reason (in accordance with Internal Revenue Code Section 409A and the regulations thereunder (“Section 409A”)); and (3) the date on which a Change of Control occurs. If the director does not specify a date per (1) above, then the RSUs shall be paid out upon the earlier to occur of (2) and (3) above. For the definition of “Change of Control”, please see “Termination of Employment and Change of Control Agreements – Definitions Contained in Change of Control Severance Agreement” below. An election to defer the payout of vested RSUs is not intended to increase the value of the payout to the non-employee director, but rather to give the non-employee director the flexibility to decide when he or she will be subject to taxation with respect to the award. Any election to defer payment of any vested RSUs will not alter the other terms of the award, including the vesting requirements. Dividend-equivalents will accrue on each equity award granted to our non-employee directors in fiscal 2020 and onwards if any such equity award is vested but has been deferred by such director.

  43. Director Compensation

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  44. Compensation Discussion and Analysis

    | ● | Drive long-term stock price appreciation by linking a meaningful portion of executive compensation to financial and non-financial measures that will drive or reflect the creation of stockholder value; | | ● | Help recruit and retain experienced and highly qualified executives in the competitive labor environment in which the Company competes for talent; and | | ● | Motivate our executives to perform to the best of their abilities while holding them accountable for business results, and for obtaining those results ethically. |

  45. Compensation Discussion and Analysis

    “Peers” refers to the median TSR of our TSR peer group (as identified in this CD&A in the “Compensation Peer Group and Use of Market Data” section below).

  46. Compensation Discussion and Analysis

    | | Salary | | Performance-Based Long-Term Incentive (PBRSUs) | | | Annual ICP at Target | | Service-Vested Long-Term Incentive (RSUs) |

  47. Compensation Discussion and Analysis

    | (1) Charts reflect target annual cash incentive award value and ongoing target equity award value. Amounts reflected in these charts may not add to exactly 100% due to rounding and may differ from the amounts in the Summary Compensation Table because the values in the Summary Compensation Table are based on accounting standards and reflect actual bonus payouts, not targets. |

  48. Summary of Key Elements of Fiscal 2023 Compensation

    | | Features | | | | | | Compensation Element | Form | Performance/ Vesting Period | Performance Metric | Alignment to Compensation Objectives | Changes from fiscal 2022(1) | | Base Salary | Cash | – | – | Set in accordance with market rates for the role, adjusted to reflect performance and job scope | No change in our approach for fiscal 2023 | | Annual ICP | Cash | Fiscal year | Subject to achievement of AOI (as defined below), revenue, and Cloud ARR (as defined below) threshold targets: 25% each, with the remaining 25% based on achievement of MBOs (as defined below) for leadership and organizational goals (15%) and diversity, equity, inclusion and belonging objectives (10%) | Aligns executive compensation to near-term key financial operating objectives and leadership priorities aimed at driving long-term stockholder returns | No changes to overall structure for fiscal 2023; see “Annual ICP” section below for revised diversity, equity, inclusion and belonging structure and metrics | | Long-Term Equity Awards | Service-Vested RSUs | 25% vests after year 1 with remainder vesting quarterly in equal instalments | – | Promotes retention and is a direct tie to stockholder experience | No changes for fiscal 2023 | | | PBRSUs | PBRSUs vest after a three-year performance/ vesting period (nothing vests before three years have elapsed) | 50% vest based on our TSR vs. a performance peer group over a three-year measurement period 50% vest based on Billings, measured over three annual measurement periods to support sustained performance | Incentive to focus on key driver of value creation while aligning executive pay outcomes with the stockholder experience | ●“Billings” added to reflect a transparent leading financial indicator of growth and value creation ●Relative TSR was maintained to further align executives with stockholder interests |

  49. Financial (75% of Award)

    | | Performance (in millions) | | | Performance as % of Target | Payout as a % of Target | | | Threshold | Target | Maximum | | | | Revenue (25% weighting) | | | | 93.9% | 0% | | AOI (25% weighting) | | | | 99.4% | 90.5% | | Cloud ARR (25% weighting) | | | | 74.8% | 0% |

  50. Leadership, and Diversity, Equity, Inclusion and Belonging MBO (25% of Award)

    | | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Performance % of Target | Payout % of Target Award | | Women Representation (25% weighting) | | | | 95% | 0% | | URG Representation (25% weighting) | | | | 97% | 0% | | Diversity in Leadership Levels (50% weighting) | | | | 84% | 0% |

  51. Leadership, and Diversity, Equity, Inclusion and Belonging MBO (25% of Award)

    | | Performance % of Target | Payout % of Target Award | | Leadership and Collaboration MBOs (individual results are described later in this CD&A) | 0%-200% | 23%-25% |

  52. Relative TSR (100% of award)

    Relative TSR (100% of award) Objective: Drive stockholder value creation and superior stock price to support NetApp as a preferred stock of choice among our peers. Performance Period Results: NetApp had positive stockholder returns of 20.14% over the period, outperforming our target, resulting in an above-target payout. Our relative TSR was at the 63rd percentile of our peer group correlating to a payout at 153% of target.

  53. Relative TSR (100% of award)

    | | Threshold | Target | Maximum | Payout % of Target Award | | TSR vs. 19 Peer Companies(1) | | | | 153% |

  54. Relative TSR (100% of award)

    | (1) The 2021 PBRSU (applicable to the PBRSUs granted in fiscal 2021 that vested in fiscal 2023) peer companies are: Akamai Technologies, Arista Networks, Cisco Systems, Citrix Systems, Commvault Systems, Dell Technologies Inc., F5 Networks, Hewlett Packard Enterprise Company, International Business Machines, Juniper Networks, Microsoft, Nutanix, Palo Alto Networks, Pure Storage, Seagate Technology plc, Teradata, VMware, Western Digital, Xerox Holdings. Companies that are no longer publicly listed are measured as of the last day of trading. |

  55. Relative TSR (100% of award)

    | 46 | |

  56. Relative TSR (100% of award)

    Stockholder Engagement and Advisory Vote on Executive Compensation NetApp values the input of our stockholders on our compensation programs. We hold an advisory vote on executive compensation on an annual basis. We also regularly communicate with our stockholders to better understand their opinions on governance issues, including compensation. Specific to our 2022 Say-On-Pay results, over 94% of the votes cast were voted “FOR” the approval of our executive compensation proposal (excluding broker non-votes). The Talent and Compensation Committee considered the result of this vote and believes that it affirms our stockholders’ support for our approach to executive compensation and concluded that no specific changes to our executive compensation policies were warranted as a result of the vote. Following our annual stockholder’s meeting and in preparation for our fiscal 2024 compensation design cycle, we conducted a formal outreach to stockholders who owned 64% of our outstanding shares; this included direct engagement regarding executive pay, which was discussed with stockholders representing approximately 27% of our outstanding shares. The results of our engagements indicated that stockholders support our executive pay structure, pay alignment, and transparency of disclosure. We will continue to seek stockholder input as part of our annual pay planning cycle.

  57. Relative TSR (100% of award)

    | | |

  58. Relative TSR (100% of award)

    The Talent and Compensation Committee will continue to consider input from stockholders and the outcome of our annual say-on-pay votes when making future executive compensation decisions. Executive Compensation Policies and Practices NetApp’s Talent and Compensation Committee is committed to following best practices in compensation-related governance, as highlighted in the following table:

  59. Relative TSR (100% of award)

    | What We Do | What We Don’t Do | | Employ a pay-for-performance philosophy reflected in program design and target pay levels for NEOs Design plans that do not encourage excessive risk-taking Cap maximum annual incentive and performance-vested equity award payouts Maintain stock ownership guidelines for officers and directors Rely on an independent Talent and Compensation Committee and engage an independent Compensation Consultant Maintain a clawback policy Provide only double-trigger change of control vesting Engage regularly with stockholders | Guarantee bonuses Provide tax gross-ups Pay dividends/dividend equivalents on unvested equity awards Permit hedging or pledging Company stock by employees or directors Provide significant perquisites |

  60. Relative TSR (100% of award)

    | 2023 Proxy Statement | 47 |

  61. Relative TSR (100% of award)

    Establishing Compensation Role of the Talent and Compensation Committee The Talent and Compensation Committee oversees and approves all compensation arrangements for our NEOs. Each year, the Talent and Compensation Committee:

  62. Relative TSR (100% of award)

    | ● | Reviews our executive compensation program design and effectiveness and adjusts the program to support our business, taking into consideration the needs of the business, compensation peer data and other market prevalence and trend data, recommendations by our CEO and compensation consultant, retention and succession planning considerations, and legal, financial, and regulatory developments; | | ● | Approves compensation decisions for NEOs, taking into account the recommendations of the CEO for all NEOs except himself, by setting compensation levels and targets for the performance-based elements of our compensation program for the current fiscal year and certifying achievement of performance targets and determining the associated payouts for the prior fiscal year; | | ● | Assesses performance of our CEO (together with the independent members of our Board); | | ● | Addresses executive compensation matters as they arise during the fiscal year due to personnel changes, changes in status and retention considerations; and | | ● | Evaluates the effectiveness of our executive compensation program, including whether the program encourages excessive risk-taking. |

  63. Relative TSR (100% of award)

    A note about our focus on talent and the importance of employee engagement: In accordance with its charter, the Talent and Compensation Committee is charged with the regular oversight of human capital strategy including certain programs related to corporate culture, workforce diversity and inclusion, talent acquisition, employee engagement, development, retention, and succession planning. These elements are foundational to sustainable performance and supporting a positive work environment. We regularly seek feedback from our employees to understand key tenets of our culture and to align employee investments and this is reviewed with the Talent and Compensation Committee and used in the consideration of our future plans. This is an on-going cycle and remains a commitment to ensure a holistic view of the business. CEO Input The Talent and Compensation Committee solicits input from our CEO regarding all elements of the compensation to be paid to those executives reporting to him, including all NEOs other than himself. As part of the annual review process, our CEO provides compensation recommendations for the executives consistent with our pay principles and competitive market data. His recommendations are based on his assessment of each NEO’s responsibilities and contributions to overall Company performance. Determining CEO Pay With respect to compensation for our CEO, the Chair of the Talent and Compensation Committee reviews the CEO’s self-assessment and solicits input from the Board of Directors as to their perspectives of the CEO’s and the Company’s performance. The Talent and Compensation Committee approves all aspects of our CEO’s pay. Role of the Compensation Consultant In making its decisions regarding compensation, the Talent and Compensation Committee obtains the advice and counsel of an independent compensation consultant. In fiscal 2023, the Talent and Compensation Committee again retained Meridian Compensation Partners, LLC (the “Consultant”) as its independent compensation consultant. The Consultant provides information and guidance on our compensation strategy, peer groups, competitive pay levels and pay practices, investor and proxy advisor preferences, alignment between our executive pay and performance, design of our incentive plans, including performance measures and goals, our annual compensation risk assessment, and Board compensation. The Consultant provided no other services to the Company other than those requested and approved by the Talent and Compensation Committee in fiscal 2023. The Talent and Compensation Committee assessed the independence of the Consultant pursuant to SEC rules and concluded that no conflict of interest existed that would prevent the Consultant from independently advising the Talent and Compensation Committee. Compensation Peer Group and Use of Market Data Each year, the Talent and Compensation Committee reviews and approves a peer group composed of technology companies, for which the median revenue approximates NetApp’s revenue. The peer group may vary in its composition from year to year based upon the criteria for selection and market conditions. The Talent and Compensation Committee reviews the range of revenues within the peer group and NetApp’s size positioning is considered when evaluating relevant market data.

  64. Relative TSR (100% of award)

    | 48 | |

  65. Relative TSR (100% of award)

    For fiscal 2023, the companies in the peer group were selected primarily based on the following criteria:

  66. Relative TSR (100% of award)

    | ● | Similar revenue, market capitalization, number of employees, and other comparable business considerations; | | ● | Similar business models / share price behavior; and | | ● | Operating in the various markets in which we compete for talent. |

  67. Relative TSR (100% of award)

    The Talent and Compensation Committee also used relevant subsets of these peers to evaluate certain other pay practices, including the mix of compensation vehicles and measures used in incentive plans. For fiscal 2023, the Talent and Compensation Committee made no changes to the “Compensation Peer Group” from fiscal 2022 after considering the factors described above. At the time of the Talent and Compensation Committee’s review, NetApp remained positioned appropriately in terms of business and talent objectives and those factors considered for size and scope of company shown below.

  68. Relative TSR (100% of award)

    | | NetApp(1) | Percentile | | Trailing Twelve-Months Revenue | $6,193M | | | Market Capitalization | $16,915M | | | Number of Employees | 11,000 | |

  69. Relative TSR (100% of award)

    | (1) Source: S&P Capital IQ; based on values at the time of the review. |

  70. Relative TSR (100% of award)

    The fiscal 2023 “Compensation Peer Group” consisted of:

  71. Relative TSR (100% of award)

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

  72. Relative TSR (100% of award)

    The Talent and Compensation Committee reviewed each NEO’s current target total compensation and the ranges of base salary, target annual cash incentive and equity compensation at the 25th, 50th, and 75th percentiles within the Compensation Peer Group. The Talent and Compensation Committee then applied its judgment in approving proper levels of each component of compensation for NEOs. Multiple factors influence a NEO’s pay positioning, including, but not limited to, internal equity and hierarchy, succession planning, individual performance, Company performance, strategic role and tenure. The result for fiscal 2023 was a target total compensation package for NEOs positioned between the 50th and 75th percentiles of the Compensation Peer Group.

  73. Relative TSR (100% of award)

    | 2023 Proxy Statement | 49 |

  74. Relative TSR (100% of award)

    Components of Compensation The key elements of our fiscal 2023 executive compensation program – Base Salary, Annual ICP and Long-Term (Incentive) Equity Compensation – are described in more detail below. Base Salary

  75. Relative TSR (100% of award)

    | What is it? | Base salary provides a fixed level of cash compensation designed to be commensurate with an executive’s performance, qualifications, experience, responsibilities, potential and tenure. | | How is it set? | The Talent and Compensation Committee reviews base salaries at least annually with the aim of paying market-competitive base salaries to attract and retain key executive talent. Annual salary increases are at the discretion of the Talent and Compensation Committee and are not automatic or guaranteed. | | Why is it important? | Base salaries promote excellence in day-to-day management and operation of our business. Base salaries also serve as the basis for Annual ICP and other severance benefits. |

  76. Relative TSR (100% of award)

    Fiscal 2023 Base Salary Decisions Based on the criteria noted above, the Talent and Compensation Committee conducted its holistic annual compensation review with the support of the Consultant. The pay for each of the officers listed below was reviewed, resulting in the fiscal 2023 salary as shown in the table below. Upon reviewing the market information along with the performance for Mr. Kurian for fiscal 2023, the Talent and Compensation Committee determined that no adjustment was needed as base pay was aligned with the market median of CEOs in the Compensation Peer Group and aligned with the Talent and Compensation Committee’s philosophy on competitive pay. No other NEO salary increases were provided as the NEO salaries were deemed to be competitively positioned in alignment with NetApp’s pay philosophy.

  77. Relative TSR (100% of award)

    | Name | Fiscal 2023 Base Salary | Percentage Increase from Fiscal 2022 | | George Kurian | $1,000,000 | — | | Michael J. Berry | $600,000 | — | | Cesar Cernuda(1) | $742,146 | — | | Harvinder S. Bhela | $700,000 | — | | Elizabeth M. O’Callahan | $500,000 | — |

  78. Relative TSR (100% of award)

    | (1) Mr. Cernuda is paid in EUR. The amount shown above has been converted to USD based on the exchange rate as of April 28, 2023; there is no change in salary year-over-year. |

  79. Relative TSR (100% of award)

    Annual ICP

  80. Relative TSR (100% of award)

    | What is it? | Annual ICP is cash earned based on NetApp’s financial performance (weighted 75%) and individual MBOs (weighted 25%). Threshold levels of performance are required to earn a payout for the incentives. | | How is it set? | The Talent and Compensation Committee determines the eligibility of NEOs to participate in Annual ICP when it approves the 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 Talent and Compensation Committee certifies the level of performance achieved and determines resulting payouts shortly after the end of the fiscal year. | | Why is it important? | Annual ICP is designed to align executive compensation to our annual performance and drive the achievement of key business results, which ultimately lead to long-term stockholder value. It also creates accountability, and rewards NEOs, for driving strategic objectives. |

  81. Relative TSR (100% of award)

    | 50 | |

  82. Relative TSR (100% of award)

    Target Annual ICP Awards Target Annual ICP awards for NEOs are set so that target total short-term cash compensation (salary plus target Annual ICP award) is generally between the 50th and 65th percentiles relative to the Compensation Peer Group. The target annual ICP awards for NEOs were not changed for fiscal 2023 because the target annual ICP awards were deemed to be competitively positioned in alignment with NetApp’s pay philosophy. Our CEO’s target Annual ICP award is 170% of his base salary which is higher than the other NEOs’ targets based on the scope of his role. The higher target Annual ICP award percentage:

  83. Relative TSR (100% of award)

    | ● | Reflects Mr. Kurian’s responsibility for driving the Company’s strategy to remain competitive in the rapidly evolving data services and storage market; and | | ● | Places a greater portion of his total annual cash compensation subject to performance. |

  84. Relative TSR (100% of award)

    | Name | Fiscal 2023 Target ICP Award % of Salary | Changes from Fiscal 2022 | | George Kurian | 170% | — | | Michael J. Berry | 110% | — | | Cesar Cernuda | 130% | — | | Harvinder S. Bhela | 110% | — | | Elizabeth M. O’Callahan | 80% | — |

  85. Relative TSR (100% of award)

    Determination of Awards Payouts are earned based on NetApp’s performance against financial goals and each NEO’s achievement of their MBOs. The Talent and Compensation Committee approves such goals and MBOs at the beginning of each fiscal year. Each participant was eligible to earn a maximum award of 200% of such participant’s target award. Following the end of fiscal 2023, the Talent and Compensation Committee determined the level of achievement by the Company of revenue, AOI, and Cloud ARR goals and respective funding level. The Talent and Compensation Committee also determined awards to each NEO based on a combination of Company financial performance relative to the financial goals and NEO achievement of the MBOs tied to the Company’s DEI&B objectives, and leadership and collaboration objectives, as further described below. Retirement eligible NEOs who retire during a fiscal year may be eligible to receive prorated bonus targets and payouts based on their period of employment during the applicable fiscal year.

  86. Relative TSR (100% of award)

    | (a) Base Pay equals actual gross base salary paid during fiscal 2023 |

  87. Relative TSR (100% of award)

    | 2023 Proxy Statement | 51 |

  88. Relative TSR (100% of award)

    Financial Goals In fiscal 2023, the financial metrics used in the Annual ICP were revenue, AOI and Cloud ARR. The measures, weighting and rationales for the Financial Goals are as follows:

  89. Relative TSR (100% of award)

    | Revenue (25% weighting) | | | | Metric Definition: GAAP net revenues Strategic Role: Encourage growth and the long-term creation of stockholder value through market development and market share acquisition | | | | | Fiscal 2023 Revenue Goals (in millions) | | | AOI (25% Weighting) | | | | Metric Definition: Non-GAAP operating income minus stock-based compensation expense Strategic Role: Encourage effective management of Company resources and the creation of stockholder value | | | | | Fiscal 2023 AOI Goals (in millions) | |

  90. Relative TSR (100% of award)

    | 52 | |

  91. Relative TSR (100% of award)

    | Cloud ARR (25% Weighting) | | | | Metric Definition: Non-GAAP annualized revenue run-rate for all Public Cloud customer commitments Strategic Role: Key metric in support of our growth in the cloud software market | | | | | Fiscal 2023 Cloud ARR Goals (in millions) | |

  92. Relative TSR (100% of award)

    The measure of non-GAAP operating income is derived from net revenues from our products and services and the costs related to the generation of those revenues, including cost of revenue, sales and marketing, research and development, and general and administrative expenses. To promote disciplined use of equity-based compensation for incentive compensation purposes, NetApp defines AOI as non-GAAP operating income minus stock-based compensation expense. Non-GAAP operating income and AOI for fiscal 2023, both on an actual and target basis, excluded items that we believe are not reflective of our short-term operating performance, such as amortization of intangible assets, restructuring charges and gains on the sale of or losses on impairments of assets. Cloud ARR is the annualized value of our Cloud customer commitments with the assumption that any commitment expiring during the next 12 months will be renewed with its existing terms, as publicly disclosed. We publicly disclose a detailed reconciliation of GAAP to non-GAAP net income and operating income, along with other statement of operations items, on a regular basis with the Company’s quarterly earnings announcements. Actual results used to assess performance against ICP financial goals are measured in constant currency, at the same foreign currency exchange rates used to establish targets. A reconciliation of non-GAAP operating income and AOI to GAAP operating income, and reconciliations of these constant currency results to the results included in the Company’s quarterly earnings announcements, can be found in Annex A. Leadership MBOs For fiscal 2023, NetApp’s leadership MBOs were structured to ensure support of what we believe are foundational elements of sustainable performance – progressing (1) organizational effectiveness through leadership & collaboration, and (2) culture and engagement through DEI&B. In determining our MBOs we use the following considerations:

  93. Relative TSR (100% of award)

    | ● | Aligning with overall NetApp business strategy both short term and long term; | | ● | Setting team level business objectives to help drive enterprise behavior and the culture of “One NetApp”; | | ● | Including both key driver metrics and leading indicators; | | ● | Keeping it simple and focused – few metrics; and | | ● | Reflecting investor, organization and employee focus. |

  94. Relative TSR (100% of award)

    MBO structure for fiscal 2023 included:

  95. Leadership & Collaboration (15% Weighting)

    | CEO considers NEO’s achievement of MBOs. | | CEO recommends to the Talent and Compensation Committee a payout for each NEO. | | After reviewing the CEO’s assessment and recommendation, the Talent and Compensation Committee determines and approves final payout. | | Process for determining Leadership & Collaboration performance on our annual MBOs for the CEO: | | | | | | CEO submits a self-assessment to the Talent and Compensation Committee. | | After reviewing the CEO’s self-assessment, the Talent and Compensation Committee determines and approves the CEO’s payout. | | The Talent and Compensation Committee considers the CEO’s achievements within a broader set of expectations. |

  96. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    | | | Performance (in millions)(1) | | Performance % of Target | Payout % of Target | | | Threshold | Target | Maximum | | | | Revenue (25% weighting) | | | | 93.9% | 0% | | AOI (25% weighting) | | | | 99.4% | 90.5% | | Cloud ARR (25% weighting) | | | | 74.8% | 0% |

  97. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    | | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Performance % of Target | Payout % of Target Award | | Women Representation (25% weighting) | | | | 25% | 0% | | URG Representation (25% weighting) | | | | 12.4% | 0% | | Diversity in Leadership Levels (50% weighting) | | | | 31.5% | 0% |

  98. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    Long-Term Equity Incentive Compensation The grant of equity awards to our NEOs is designed to align their interests with those of stockholders and provide them with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. The mix of PBRSUs versus RSUs is reviewed by the Talent and Compensation Committee annually and may change from year to year. Target Grant Values The size of the actual equity grant to each NEO is designed to create a meaningful opportunity for stock ownership and is based on several factors, including the NEO’s current position, level of performance, comparison to benchmarks, market data, strategic importance to the Company, potential for future responsibility and promotion over time, as well as the remaining share reserve under the Company’s equity plan. The Talent and Compensation Committee does not place any particular weight on any one individual factor and does not strictly adhere to any specific guidelines in making its determinations. Fiscal 2023 Long Term Equity Incentive Compensation Decisions In fiscal 2023, the Talent and Compensation Committee granted PBRSUs and RSUs to the NEOs. The target mix of equity awards was 75% PBRSUs and 25% RSUs for the CEO; 70% PBRSUs and 30% RSUs for the President, Chief Product Officer and Chief Financial Officer; and 60% PBRSUs and 40% RSUs for the Chief Legal Officer. We believe that this mix of long-term performance-based versus service-vested awards for these executives appropriately reflects their relative impact upon, and accountability for, our stock price performance over time.

  99. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    | Name | Total Target $ Value of Grants | Target Number of PBRSUs | RSUs | | George Kurian | $12,300,000 | 138,032 | 46,010 | | Michael J. Berry | $4,500,000 | 47,132 | 20,199 | | Cesar Cernuda | $7,000,000 | 73,318 | 31,422 | | Harvinder S. Bhela | $5,500,000 | 57,606 | 24,688 | | Elizabeth M. O’Callahan | $2,800,000 | 25,136 | 16,758 |

  100. Diversity, Equity, Inclusion & Belonging (10% Weighting)

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

  101. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    The PBRSUs granted in fiscal 2023 have the following features: During each fiscal year in the 3-year performance period, a “Billings Result Calculation” is calculated by dividing the value of all Company Billings for the applicable year by that year’s Billings target. The Billings target is set at the beginning of each year in the 3-year performance period. The Billings Result Calculation is converted into a “Billings Result Percentage” as set forth in the award agreement. At the end of the 3-year performance period, the Billings Result Percentages are averaged for a “Billings Result Average”. That Billings Result Average is multiplied by the target number of PBRSUs and the resulting eligible PBRSUs generally vest at the end of the 3-year performance period. Target Values versus Shown Values Because of the rules governing the preparation of the Summary Compensation Table on page 63, the grant date value for RSUs and PBRSUs awarded in fiscal 2023 as reported in the Summary Compensation Table are different than the target award values set forth in the table on page 56. As discussed above, the Talent and Compensation Committee approves dollar-denominated target award values. These target award values are translated into an actual number of RSUs and PBRSUs using the unweighted average of the Nasdaq closing price for the 20 trading days preceding the grant date. 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. At the beginning of the first year of the TSR-based PBRSUs’ 3-year performance period, the Talent and Compensation Committee establishes TSR-based PBRSU performance goals for the 3-year performance period. The target grant values set forth in the table above reflect the value of the entire 2023 PBRSUs tied to TSR performance.

  102. Diversity, Equity, Inclusion & Belonging (10% Weighting)

    As described above with respect to Billings-based PBRSUs, at the beginning of each year of the Billings-based PBRSUs’ 3-year performance period, the Talent and Compensation Committee establishes the Billings targets for such year. The target grant values set forth in the table above reflect the value of the entire 2023 PBRSUs, without regard for when the Billings targets are established. Under the applicable reporting rules, certain tables, including the Summary Compensation Table, only reflect the value of grants made during the year for which the applicable targets have been determined. With respect to the 2023 Billings-based PBRSUs, only the Billings target for the 2023 fiscal year, the first fiscal year of the 3-year performance period, was approved at the time the PBRSUs were awarded in fiscal 2023. As a result, for the 2023 Billings-based PBRSUs, certain tables, including the Summary Compensation Table, do not include the value of the PBRSUs for fiscal 2024 or fiscal 2025. Such amounts will be included in the applicable table, including as equity compensation in the Summary Compensation Table, for fiscal 2024 and fiscal 2025, respectively, when the Billings targets are established. The Talent and Compensation Committee considered the full value of the 2023 PBRSU award when making the 2023 Billings-based PBRSU grant. Impact of Retirement Under the terms of NetApp’s PBRSU award agreements, retirement-eligible executives will receive pro-rata vesting of their outstanding PBRSUs (based on actual performance, at the end of the applicable PBRSU performance period) and pro-rated based on the number of completed months of service in the applicable performance period, when such executive retires. Payouts for the Fiscal 2021 PBRSUs PBRSUs granted in fiscal 2021 allowed the recipient to earn a variable number of shares of our common stock based on the relative performance of our TSR compared to the median TSR of a performance peer group at the end of the performance period. The performance period for the PBRSUs granted in fiscal 2021 ended as of April 28, 2023. The Talent and Compensation Committee certified performance and vesting for the NEOs based on the following pre-determined payout scale:

  103. FY2021 – 2023 PBRSU Plan

    | 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 the first anniversary of the grant date and quarterly thereafter, subject to continued service through the applicable vesting date. New hire RSU awards vest annually over three years. | | How are they set? | The Talent and Compensation Committee determines the eligibility of each NEO for RSUs annually in the first quarter of the fiscal year when it approves the share amounts granted. The Company does not guarantee RSU grants to any executive. | | Why are they important? | The Talent and Compensation Committee grants service-vested RSUs to promote retention while aligning the ultimate award value directly with changes in our stock price over the vesting period. |

  104. FY2021 – 2023 PBRSU Plan

    Starting with the service-vested RSU grants made in fiscal 2021, retirement-eligible executives receive pro-rata vesting when they retire equal to the number of service-vested RSUs that would have vested on the next scheduled vesting date but pro-rated based on the number of completed months of service since the most recent vesting date (or the vesting start date if no vesting date has occurred). Looking Ahead - Fiscal 2024 Compensation Program The Talent and Compensation Committee and management team regularly review and assess the structure and alignment of executive pay plans. For fiscal 2024, the Talent and Compensation Committee made the following changes to the Annual ICP: Adjusted Operating Income and Revenue will each be weighted 40%, with the remaining 20% allocated to strategic growth initiatives and other business priorities, including a continued focus on measurable representation objectives. The Talent and Compensation Committee made this revision to focus on key measures of growth and operating effectiveness, with leadership goals aligned to key strategic initiatives for the year. The structure of the executive long-term equity incentive program was not changed for fiscal 2024. Other Compensation for NEOs Separation and Change of Control Arrangements The Talent and Compensation Committee maintains change of control severance agreements for its key senior executives to: (1) assure we will have the continued dedication and objectivity of our senior executives, notwithstanding the possibility of a change of control of the Company, thereby aligning the interests of these key senior executives with those of our stockholders in connection with potentially advantageous offers to acquire the Company; and (2) create a total executive compensation plan that is competitive with our peer group. The Talent and Compensation Committee from time to time determines which key senior executives will receive a change of control severance agreement. Individuals are selected as needed to support the above outlined objectives. The terms of the Company’s change of control severance agreement are described in further detail in the section below titled “Potential Payments upon Termination or Change of Control.” The Talent and Compensation Committee believes that these change of control severance agreements satisfy the objectives above and ensure that key executives are focused on the Company’s goals and objectives and the interests of our stockholders. Each of our NEOs entered into a change of control severance agreement with the Company in connection with their respective hiring or promotion. Please see “Termination of Employment and Change of Control Agreements – Change of Control Severance Agreements” below for further information on the change of control severance agreements. NetApp may pay cash compensation to a departing executive in exchange for any requested services, such as an orderly and stockholder-focused transition to the respective successor, performance during the lead-up period until the executive’s departure, and/or in exchange for a release and restrictive covenants. By the terms of NetApp’s equity award agreements, retirement-eligible executives receive pro-rata vesting on their outstanding RSUs and PBRSUs (based on actual performance, at the end of the applicable PBRSU performance period), when they retire. NetApp does not pay cash severance to retiring executives. The Talent and Compensation Committee has adopted a framework providing that retirement-eligible NEOs will receive a prorated bonus (based on actual performance and the time employed during a fiscal year, at the end of the Annual ICP performance period) if they retire during the fiscal year. NetApp’s other policies on terminations of employment are also captured under “Termination of Employment and Change of Control Agreements” below.

  105. Executive Compensation Tables and Related Information

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(10) | Total ($) | | George Kurian(5a, 5b) | 2023 | 1,000,000 | — | 9,908,566 | — | 448,375 | — | 13,482 | 11,370,423 | | Chief Executive Officer | 2022 | 991,346 | — | 15,745,686 | — | 2,133,037 | — | 13,482 | 18,883,551 | | | 2021 | 968,269 | — | 10,779,520 | — | 2,600,000 | — | 11,063 | 14,358,852 | | Michael J. Berry(6a, 6b) | 2023 | 600,000 | — | 3,646,112 | — | 172,838 | — | 12,972 | 4,431,922 | | Executive Vice President and Chief Financial Officer | 2022 | 600,000 | — | 5,911,920 | — | 835,560 | — | 11,934 | 7,359,414 | | | 2021 | 611,538 | — | 3,532,400 | — | 1,060,163 | — | 11,589 | 5,215,690 | | Cesar Cernuda(7a, 7b) | 2023 | 742,141 | — | 5,671,847 | — | 251,750 | — | 158,767 | 6,824,505 | | President | 2022 | 708,877 | — | 9,182,310 | — | 1,180,497 | — | 145,346 | 11,217,030 | | | 2021 | 675,869 | 1,000,000 | 16,179,689 | — | 1,384,724 | — | 70,689 | 19,310,971 | | Harvinder S. Bhela(8a, 8b) | 2023 | 700,000 | — | 4,456,341 | — | 201,644 | — | 10,168 | 5,368,153 | | Executive Vice President and Chief Product Officer | 2022 | 199,231 | 1,000,000 | 18,939,458 | — | 271,827 | — | 6,182 | 20,416,698 | | Elizabeth M. O’Callahan(9a, 9b) Executive Vice President, Chief Legal Officer and Corporate Secretary | 2023 | 500,000 | — | 2,294,808 | — | 105,500 | — | 10,600 | 2,910,908 | | | 2022 | 449,038 | — | 2,226,546 | — | 449,606 | — | 11,307 | 3,136,497 |

  106. Termination of Employment and Change of Control Agreements

    | | | Potential Payments Upon | | | | | | | Involuntary Termination Other Than For Cause | | Voluntary Termination For Good Reason | | | Name | Type of Benefit | Prior to Change of Control ($) | On or Within 24 Months Following Change of Control ($) | Prior to Change of Control ($) | On or Within 24 Months Following Change of Control ($) | | George | Cash severance payments | 3,200,000(1) | 5,848,375(2) | 3,200,000(1) | 5,848,375(2) | | Kurian | Vesting acceleration of service-vested equity(3) | — | 6,497,606(4) | — | 6,497,606(4) | | | Vesting acceleration of PBRSUs | 17,932,644(5) | 51,976,321(4)(6) | 17,932,644(5) | 51,976,321(4)(6) | | | Continued coverage of employee benefits(10) | 44,424 | 59,232 | 44,424 | 59,232 | | | Total termination benefits | 21,177,068 | 64,381,534 | 21,177,068 | 64,381,534 | | | Total previously vested equity value | — | — | — | — | | | Full “walk away” value | 21,177,068 | 64,381,534 | 21,177,068 | 64,381,534 | | Michael J. | Cash severance payments | 1,260,000(1) | 2,062,838(11) | 1,260,000(1) | 2,062,838(11) | | Berry | Vesting acceleration of service-vested equity(2) | — | 4,393,244(4) | — | 4,393,244(4) | | | Vesting acceleration of PBRSUs | 5,295,904(5) | 7,995,331(4)(6) | 5,295,904(5) | 7,995,331(4)(6) | | | Continued coverage of employee benefits(12) | 21,579 | 32,369 | 21,579 | 32,369 | | | Total termination benefits | 6,577,483 | 14,483,782 | 6,577,483 | 14,483,782 | | | Total previously vested equity value | — | — | — | — | | | Full “walk away” value | 6,577,483 | 14,483,782 | 6,577,483 | 14,483,782 | | Cesar | Cash severance payments | 2,078,041(13) | 2,812,193(11) | 2,078,041(13) | 2,812,193(11) | | Cernuda | Vesting acceleration of service-vested equity(3) | — | 2,481,136(4) | — | 2,481,136(4) | | | Vesting acceleration of PBRSUs | 9,437,336(5) | 13,635,055(4)(6) | 9,437,336(5) | 13,635,055(4)(6) | | | Continued coverage of employee benefits(12) | — | — | — | — | | | Total termination benefits | 11,515,377 | 18,928,384 | 11,515,377 | 18,928,384 | | | Total previously vested equity value | — | — | — | — | | | Full “walk away” value | 11,515,377 | 18,928,384 | 11,515,377 | 18,928,384 | | Harvinder S. | Cash severance payments | 1,470,000(1) | 2,406,644(11) | 1,470,000(1) | 2,406,644(11) | | Bhela | Vesting acceleration of service-vested equity(3) | 1,231,323(7) | 2,298,755(7) | 1,231,323(7) | 2,298,755(4)(7) | | | Vesting acceleration of PBRSUs | 8,595,239(5)(8) | 11,010,593(4)(6)(7)(9) | 8,595,239(4)(6)(7)(9) | 11,010,593(4)(6)(7)(9) | | | Continued coverage of employee benefits(12) | 30,112 | 45,168 | 30,112 | 45,168 | | | Total termination benefits | 11,326,674 | 15,761,160 | 11,326,674 | 15,761,160 | | | Total previously vested equity value | — | — | — | — | | | Full “walk away” value | 11,326,674 | 15,761,160 | 11,326,674 | 15,761,160 |

  107. Termination of Employment and Change of Control Agreements

    | | | Potential Payments Upon | | | | | | | Involuntary Termination Other Than For Cause | | Voluntary Termination For Good Reason | | | Name | Type of Benefit | Prior to Change of Control ($) | On or Within 24 Months Following Change of Control ($) | Prior to Change of Control ($) | On or Within 24 Months Following Change of Control ($) | | Elizabeth M. | Cash severance payments | 900,000(1) | 1,455,500(11) | 900,000(1) | 1,455,500(11) | | O’Callahan | Vesting acceleration of service-vested equity(3) | — | 1,847,079(4) | — | 1,847,079(4) | | | Vesting acceleration of PBRSUs | 526,767(5) | 1,580,803(4)(6) | 526,767(5) | 1,580,803(4)(6) | | | Continued coverage of employee benefits(12) | 34,148 | 51,222 | 34,148 | 51,222 | | | Total termination benefits | 1,460,915 | 4,934,604 | 1,460,915 | 4,934,604 | | | Total previously vested equity value | — | — | — | — | | | Full “walk away” value | 1,460,915 | 4,934,604 | 1,460,915 | 4,934,604 |

  108. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of George Kurian, our CEO. Under the pay ratio rules, a company is required to identify its median employee only once every three years and calculate total compensation for that employee each year, provided that, during the Company’s last completed fiscal year there has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. The Company completed restructuring of its workforce in fiscal 2023 which constitutes a material change to the employee population, therefore a new median employee was selected for fiscal 2023. Additionally, the Company most recently determined its median employee as of May 12, 2021, and changed the date used to identify its median employee to April 26, 2023, to coincide with a date closer to the last day of the Company’s 2023 fiscal year. To identify the median employee, we relied on a methodology and certain material assumptions, adjustments, and estimates as described in this paragraph. We determined our median employee from the global Company employee population (except the CEO) as of April 26, 2023 (a date within the last three months of the fiscal year) using expected annual total compensation for fiscal 2023 as of April 26, 2023. Expected annual total compensation included base salary, cash incentive payments and commissions. All foreign currencies were converted to U.S. dollars using the April 2023 average exchange rates. We annualized the salaries and target incentives for employees that were employed for a portion of the year. We did not exclude any employees from the calculation of the median or use any cost-of-living adjustments. The median employee’s annual total compensation for fiscal 2023 as of April 26, 2023 is calculated in the same manner that we calculate our CEO’s total compensation as shown in the Summary Compensation Table. We determined that the median employee’s annual total compensation was $154,521. In fiscal 2023, our CEO’s annual total compensation was $11,370,423 as shown in the Summary Compensation Table. The fiscal 2023 ratio of our CEO’s annual total compensation to that of our median employee is 74:1. NetApp believes that its methodology, which is consistent with the requirements of the SEC, yielded a reasonable estimate of the pay ratio. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. Thus, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  109. Pay Ratio

    | 76 | |

  110. Pay Versus Performance

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

  111. Pay Versus Performance

    | | | | Average Summary Compensation Table for Non- PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) | Summary Compensation Table Total for CEO/PEO ($) | Compensation Actually Paid to CEO/PEO ($)(2) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | Net Income ($ millions) | Adjusted Operating Income ($ millions)(5) | | 2023 | 11,370,423 | 4,654,387 | 4,883,872 | 5,106,463 | 159.90 | 175.17 | 1,274 | 1,227 | | 2022 | 18,883,551 | 17,384,526 | 8,466,683 | 4,539,483 | 180.47 | 162.08 | 937 | 1,251 | | 2021 | 14,358,852 | 41,911,587 | 6,478,405 | 14,519,390 | 179.77 | 159.07 | 730 | 987 |

  112. Pay Versus Performance

    | (1) The PEO for each year was George Kurian. The Non-PEO NEOs for (i) fiscal year 2023 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela and Elizabeth M. O’Callahan, (ii) fiscal year 2022 were Michael J. Berry, Cesar Cernuda, Harvinder S. Bhela, Elizabeth M. O’Callahan, Bradley R. Anderson and Matthew K. Fawcett, and (iii) fiscal year 2021 were Michael J. Berry, Cesar Cernuda, Bradley R. Anderson, Matthew K. Fawcett and Henri Richard. |

  113. Pay Versus Performance

    | (2) “Compensation Actually Paid” to the CEO/PEO reflect the following adjustments from Total Compensation reported in the Summary Compensation table: |

  114. Pay Versus Performance

    | Total Equity Award Adjustments to Determine Compensation “Actually Paid” for CEO/PEO | FY 2023 ($) | FY 2022 ($) | FY 2021 ($) | | Total Reported in Summary Compensation Table | 11,370,423 | 18,883,551 | 14,358,852 | | Less change in actuarial present value reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the summary compensation table | 0 | 0 | 0 | | Plus “service cost” for pension plans | 0 | 0 | 0 | | Less for amounts reported under the “Stock Awards” column in the summary compensation table | (9,908,566) | (15,745,686) | (10,779,520) | | Less for amounts reported under the “Option Awards” column in the summary compensation table | 0 | 0 | 0 | | 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 | 8,899,916 | 14,770,570 | 29,091,755 | | Plus the change in fair value from prior year-end to current year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | (5,660,045) | (1,191,418) | 4,602,065 | | Plus fair value for awards that are granted and vested in the covered year | 0 | 0 | 0 | | 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 | (47,341) | 667,509 | 4,638,435 | | Less the fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | 0 | 0 | 0 | | 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 | 0 | 0 | 0 | | Total Equity Award Adjustments | (6,716,036) | (1,499,025) | 27,552,735 | | Compensation Actually Paid | 4,654,387 | 17,384,526 | 41,911,587 |

  115. Pay Versus Performance

    | “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table. |

  116. Pay Versus Performance

    | (3) The average “Compensation Actually Paid” to the Non-PEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  117. Pay Versus Performance

    | 2023 Proxy Statement | 77 |

  118. Pay Versus Performance

    | Total Equity Award Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | FY 2023 Average ($) | FY 2022 Average ($) | FY 2021 Average ($) | | Total Reported in Summary Compensation Table | 4,883,872 | 8,466,683 | 6,478,405 | | Less change in actuarial present value reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the summary compensation table | 0 | 0 | 0 | | Plus “service cost” for pension plans | 0 | 0 | 0 | | Less for amounts reported under the “Stock Awards” column in the summary compensation table | (4,017,277) | (7,139,096) | (4,951,122) | | Less for amounts reported under the “Option Awards” column in the summary compensation table | 0 | 0 | 0 | | 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 | 3,673,680 | 4,018,049 | 10,225,420 | | 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 | 582,622 | (261,591) | 1,260,053 | | 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 | (16,434) | 212,106 | 895,941 | | Plus the fair value for awards granted and vested in the covered year | 0 | 0 | 610,693 | | Less the fair value as of prior year-end of awards granted prior to covered year that were forfeited during covered year | 0 | (756,668) | 0 | | 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 | 0 | 0 | 0 | | Total Equity Award Adjustments | 222,591 | (3,927,200) | 8,040,985 | | Compensation Actually Paid | 5,106,463 | 4,539,483 | 14,519,390 |

  119. Pay Versus Performance

    | “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table. |

  120. Pay Versus Performance

    | (4) 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 in the Company’s Annual Report on Form 10-K filed with the SEC on June 14, 2023. Historical stock performance is not necessarily indicative of future stock performance. |

  121. Pay Versus Performance

    | (5) Adjusted Operating Income represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Adjusted Operating Income is non-GAAP operating income less stock compensation expense. For a reconciliation of Adjusted Operating Income to the most directly comparable GAAP financial measure and insight into how Adjusted Operating Income is considered by management, please see Annex A to this Proxy Statement. |

  122. Pay Versus Performance

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects our commitment to pay-for-performance. We selected adjusted operating income as our Company Selected Measure for purposes of evaluating Pay Versus Performance because it is a key performance metric within our Annual ICP and underlying factor in achieving the performance targets for our long-term incentive compensation programs. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic depictions of the relationships between information presented in the Pay Versus Performance table.

  123. Pay Versus Performance

    | 78 | |

  124. Pay Versus Performance

    CAP and TSR The graph below shows the relationship between (i) the three-year total return to stockholders on our common stock and the return on the S&P 500 Information Technology Sector, in each case assuming that $100 was invested in our common stock and in the S&P 500 Information Technology Sector on April 24, 2020 and that any dividends were reinvested, and (ii) the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of Fiscal Year 2023, 2022 and 2021.

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

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

  126. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  127. Relationship Between Compensation Actually Paid and Adjusted Operating Income

    Relationship Between Compensation Actually Paid and Adjusted Operating Income