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NetApp, Inc.

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2024 Proxy Statement

and Notice of Meeting

Wednesday, September 11, 2024

at 3:30 p.m. Pacific time

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

www.netapp.com

July 26, 2024

2024 ANNUAL MEETING OF STOCKHOLDERS
NETAPP, INC.

To my fellow stockholders:

On behalf of our Board of Directors (the “Board”), I am pleased to invite you to attend NetApp, Inc.’s Annual Meeting of Stockholders on Wednesday, September 11, 2024, at 3:30 pm Pacific time. This year’s meeting will again be held virtually to provide a consistent and convenient experience for all, regardless of location, while providing substantially the same rights as an in-person meeting. Your vote is important, and we encourage you to vote promptly, even if you plan to attend the virtual meeting.

Fiscal year 2024 was a period of transition and focus for NetApp. Against an uncertain macroeconomic backdrop, we drove strong performance by managing the elements within our control. At the start of the year, we implemented a plan to enhance the performance of our storage business and build a more focused approach to the Public Cloud business. This plan yielded positive results and we returned the company to growth in the second half of the fiscal year. As data-intensive workloads like artificial intelligence (AI), cloud-native, open-source and enterprise applications continue to grow at a rapid pace, we’ve seen customers increasingly turn to NetApp to take advantage of our uniquely differentiated capabilities. We ended the year with a more complete all-flash portfolio and cloud storage services that address a wider range of workloads, resulting in a strong financial position.

As we look ahead, we remain focused on our fundamental goal of delivering sustainable, long-term value to our stockholders. Our steadfast commitment to our top priorities this year resulted in strong stock performance and value creation for our stockholders.

Positioning NetApp to support the AI revolution. AI continues to be a top priority for our customers, and we have worked hard to lay the foundation for NetApp to be the essential data management platform for enterprise AI. Our high-performance, all-flash storage and comprehensive data management capabilities support our customers’ needs across the AI lifecycle, from model training and tuning, retrieval augmented generation, and inferencing, to requirements for responsible AI such as data versioning, and data governance. As more organizations seek to grow their AI capabilities over the next year, we believe NetApp’s unique hybrid workflow and existing base of unstructured data will make us the go-to data infrastructure platform for enterprise AI. We are also using AI to help drive internal efficiencies as we remain focused on lowering costs and building on our momentum to drive strong financial results.

Actively managing the business for efficiency. Operational excellence remains at the forefront of our strategy. Building on our top priorities of winning in all-flash and creating a more focused cloud portfolio, we have maintained a focus on optimizing our cost structure to sustain profitability and generate meaningful cash flow. By managing what we can control, we saw strong results even in a less ideal macroeconomic environment. This mindset will continue to be central to our strategy as we look to drive above-market growth and keep revenues increasing at a higher rate than costs to give us optimal flexibility to navigate any headwinds.

Board refreshment, independence and diversity. We believe in the importance of a diverse and dynamic Board. We regularly consider director candidates and reexamine our current combination of sitting directors to ensure that NetApp has the proper mix of expertise, diversity, tenure, and perspective to provide oversight. As part of these efforts, we enhanced the blend of skills and experience on the Board with the appointment of Anders Gustafsson, who brings over 30 years of senior leadership experience in successful transformations and growth, in November 2023. We are also thrilled to recommend June Yang for election to the Board. Ms. Yang brings extensive leadership, expertise in AI, cloud and digital, as well as product and technology experience. Additionally, Kathy Hill and George Shaheen will leave the Board after the annual meeting. The Board is grateful for their years of service and thank them for their many contributions and insights that have helped shape our strategy. Among our group of skilled and experienced director nominees, we remain committed to ensuring we have diverse perspectives on the Board, with over half of our nominees identifying as female or racially/ethnically diverse.

Stockholder engagement. NetApp’s year-round engagement with stockholders continues to be a key input in our Board's decision-making. The Board deeply values the feedback we receive in conversations with investors on topics such as board composition, corporate governance practices, executive pay, sustainability, and business strategy. A key focus in our conversations was talent strategy and the importance of stock-based compensation in our employee incentive programs, including our efforts to conservatively manage the number of shares used in those programs. We recently reinforced our commitment to a robust investor engagement policy by beginning fiscal year 2025 with a comprehensive Investor Day, where, among other things, we shared our latest vision for NetApp’s long-term strategy and fielded questions directly from our stockholders.

Looking forward, I am confident in our strategy and our management team’s ability to execute and deliver sustainable, long-term value to all of our stockholders. The team’s disciplined mindset and decisive actions to optimize our operations this year has given us significant momentum as we enter fiscal 2025. While the macroeconomic environment will likely remain uncertain, we are confident in our ability to drive continued revenue growth as we focus on winning market share across our products and services, including through the growing opportunity in enterprise AI. Additionally, we will continue to prioritize best-in-class governance practices, regular evaluation of our Board membership and structure, and regular dialogue with stockholders.

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

Sincerely,

Mike Nevens
Chair of the Board of Directors

About NetApp

NetApp, Inc. (NetApp, we, us, or the Company) helps customers make their data infrastructure more seamless, more dynamic, and higher performing. Building on over three decades of innovation, we combine unified data storage, integrated data services, and CloudOps solutions to make data infrastructure intelligent. Our broad portfolio addresses customer priorities: modernizing legacy infrastructure, improving resiliency against ransomware attacks, and building scalable, high-performance data pipelines for artificial intelligence (AI) workloads.

With NetApp, customers can better leverage their data to accelerate innovation, improve operations, and drive competitive advantage. Our unified data storage delivers flexibility to our customers, enabling them to simply and consistently store any data type and power any workload. As the only enterprise-grade storage service natively embedded in the world’s largest clouds, we power data across AWS, Microsoft Azure, and Google Cloud. Our integrated data services enable active data management, security, protection, governance, and sustainability. Finally, our CloudOps solutions enable adaptive operations across infrastructure, applications, and teams.

Together, these capabilities comprise an intelligent data infrastructure that delivers:

Our Values

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

Fiscal 2024 Business Highlights

During fiscal year 2024(1), we implemented a plan to enhance the performance of our storage business and build a more focused approach to the Public Cloud business, while managing the elements within our control in an uncertain macro environment. This plan yielded tangible results with the Company returning to revenue growth in the second half of the year. We delivered record operating cash flow, and returned $1.36 billion to stockholders in share buybacks and dividends during fiscal 2024. Our share repurchases resulted in a reduction of full year diluted share count by approximately 3% from the prior year. Our balance sheet remains healthy, closing the year with $3.25 billion in cash and short-term investments.

We are entering fiscal year 2025 with an expanded addressable market. We have a stronger, more complete all-flash portfolio and are addressing a wider set of cloud storage workloads, supported by a robust go-to-market plan. While the macro environment remains uncertain, we are confident in our strategy and the health of our long-term opportunity. We will remain laser focused on our top priorities of all-flash, block storage, cloud storage, and AI while continuing to raise the bar on execution and maintaining our operational discipline.

(1) Our fiscal year is reported on a 52- or 53- week year that ends on the last Friday in April, and our 2024 fiscal year began on April 29, 2023 and ended on April 26, 2024 ("fiscal 2024").

(2) EPS, or earnings per share, is computed using the diluted number of shares on both a GAAP and non-GAAP basis. A reconciliation of non-GAAP to GAAP results can be found in Annex A.

(3) AOI is Adjusted Operating Income. A reconciliation of non-GAAP to GAAP results can be found in Annex A.

In fiscal 2024, NetApp generated $6.27 billion in net revenues, a decrease of 1% from fiscal 2023. GAAP net income for fiscal 2024 was $986 million, or $4.63 per share. Non-GAAP net income in fiscal 2024 was $1.38 billion, or $6.46 per share (a reconciliation of non-GAAP to GAAP results can be found in Annex A). Over the course of the year, we generated $1.69 billion in cash flows from operations and returned approximately $1.36 billion to stockholders.

See also the section entitled “Our Fiscal 2024 Company Performance” on page 40 of this Proxy Statement. Detailed information on our products and our financial performance can be found in our Annual Report on Form 10-K for the year ended April 26, 2024 (the “Annual Report”).

Meeting Notice and Voting Roadmap

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of NetApp, Inc. (the “Annual Meeting”). To facilitate greater stockholder attendance and participation, the meeting will be held virtually on Wednesday, September 11, 2024, at 3:30 pm Pacific Time, with no physical in-person meeting. You may attend the Annual Meeting and vote via the Internet at www.virtualshareholdermeeting.com/NTAP2024. The agenda for the meeting and the recommendation of the Board of Directors (the “Board”) with respect to each agenda item are set below.

George Kurian

Chief Executive Officer

San Jose, California

July 26, 2024

Voting

* A list of stockholders entitled to vote at the 2024 Annual Meeting of Stockholders will be available for inspection upon request of any stockholder for any purpose germane to the meeting at our principal executive office, located at 3060 Olsen Drive, San Jose, California 95128, during the ten days prior to the meeting, during ordinary business hours.

Agenda

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

Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements (and their underlying assumptions) included in this Proxy Statement that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,” “plan,” “predict,” “seek,” “aim,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” “try,” “strive,” or similar words, in each case, intended to refer to future events or circumstances. Statements that refer to or are based on projections, forecasts, uncertain events or assumptions also identify forward-looking statements, including, among other things, statements regarding our business strategies and financial results, industry trends, expected or future equity usage, burn rate or shares outstanding, expected use and enforcement of our compensation decisions, anticipated future stockholder engagement efforts, and our environmental, social and governance activities, impacts, goals, and performance. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A (Risk Factors) of Part I of our Annual Report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. These statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the factors described in our Annual Report, as well as other important factors.

Corporate Governance Matters

Our Board of Directors

Director Nominees

Current Board Snapshot

Current Board Skills and Qualifications

Director Nominee Biographies

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

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.

Board Diversity

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

Board Diversity Matrix

Independent Directors

As indicated in each director's biography, our Board has determined that except for Mr. Kurian who is an employee of the Company, all of our directors are “independent,” as defined in the applicable laws and regulations of the SEC and the listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”). The Board has also determined that each of the members of the Audit Committee, Talent and Compensation Committee, and Corporate Governance and Nominating Committee is "independent" within the meaning of the listing standards of Nasdaq, including the members of the Audit Committee and the Talent and Compensation Committee, who are subject to heightened "independence" standards. The members of the Talent and Compensation Committee are also non-employee directors as defined in Rule 16b-3 of the Exchange Act.

In making the determination of the independence of our directors, the Board considered whether there were any transactions between NetApp and entities associated with our directors or members of their immediate families, including transactions involving NetApp, investments in companies in which our directors or their affiliated entities are stockholders, and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as a partner, director, or member of the executive management of the other party to the transaction.

The independent directors regularly meet in executive session, without management, as part of the normal agenda of our Board meetings. Our Chair, Mr. Nevens, is a non-employee director and is independent (as defined by the Nasdaq Listing Rules).

Director Attendance

Average director attendance at fiscal 2024 Board and committee meetings:

All directors attended at least 75% of Board and committee meetings in fiscal 2024.

Director Selection

Our Board has adopted guidelines for the identification, evaluation and nomination of candidates for director.

To assist with director nominations, our Board has assigned the Corporate Governance and Nominating Committee responsibility for reviewing and recommending nominees to our Board. Although there are no specific minimum qualifications for director nominees, the ideal candidate should have the highest professional and personal ethics and values, and broad experience at the policy-making level in business, government, education, technology, or public service. In evaluating the suitability of a particular director nominee, our Board considers a broad range of factors, including, without limitation, diversity of business experience, personal traits and background, professional expertise, length of service, character, integrity, judgment, independence, age, skills, education, understanding of the Company’s business, and other commitments, including NetApp's policy regarding limitation on other board service (further described in the Limitation on Other Board Service section on page 35 of this Proxy Statement). In addition, our Corporate Governance and Nominating Committee may consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

The Corporate Governance and Nominating Committee works to ensure that our Board’s composition reflects a broad diversity of experience, professions, skills, viewpoints, geographic representation, personal traits and backgrounds. Additionally, although we have no formal policy with respect to diversity, due to the global and complex nature of our business, our Board believes it is important to identify otherwise qualified candidates who would increase our Board’s racial, ethnic, gender and/or cultural diversity. No specific weights are assigned to particular criteria, and the Corporate Governance and Nominating Committee does not believe that any specific criterion is necessarily applicable to all prospective nominees. When the Corporate Governance and Nominating Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of our Board at that time, given the then-current mix of director attributes. With respect to the nomination of continuing directors for re-election, each continuing director’s past contributions to our Board are also considered.

When considering new director candidates, the Corporate Governance and Nominating Committee reviews whether the nominee is independent for Nasdaq purposes and recommends a determination to the Board, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Corporate Governance and Nominating Committee generally relies on a variety of resources to compile a list of potential candidates, including, among other things and depending upon the circumstances, its network of contacts, searches of corporate, academic and government environments and resources, and third-party executive search firms. The Board’s use of third-party executive search firms has increased in recent years. We believe utilizing such a broad variety of resources furthers our Board’s goal of ensuring the identification and consideration of a diverse range of qualified candidates.

After considering the function and needs of our Board, the Corporate Governance and Nominating Committee conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. The Corporate Governance and Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

If the Corporate Governance and Nominating Committee determines to identify new independent director candidates for Board membership, it works with the full Board to determine the skills and qualifications that would best complement our Board, and is authorized to retain and to approve the fees of third-party executive search firms to identify and interview prospective director nominees.

The Corporate Governance and Nominating Committee uses the same process for evaluating all nominees, regardless of the source of the nomination. The Corporate Governance and Nominating Committee has periodically retained the services of an executive search firm to assist it in identifying new candidates to join the Board.

Stockholder Director Recommendation Procedures

A stockholder meeting the ownership requirements in our bylaws, including our proxy access bylaw, who desires to recommend a candidate for election to our Board must direct the recommendation in writing to NetApp, Inc., 3060 Olsen Drive, San Jose, California 95128, Attention: Corporate Secretary. The recommendation must include among other things, the recommended candidate’s name, biographical data and qualifications, a written statement that, if nominated, such candidate will tender an irrevocable advance resignation in accordance with the Company’s Corporate Governance Guidelines, and such recommendations are otherwise made in compliance with the Company’s bylaws.

Corporate Governance

Our Board has adopted policies and procedures that our Board believes are in the best interests of the Company and its stockholders while being compliant with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and Nasdaq.

Our Board leadership structure, which includes a separation of the role of Board Chair and Chief Executive Officer, reflects our Company leadership needs and provides effective independent oversight of Company management and risk management. Nine of our ten directors are independent, including our Board Chair. Within the last five years, the Company has added three new independent directors to our Board and increased our Board’s gender, racial and ethnic diversity.

The operation and functions of the Board are governed by our Corporate Governance Guidelines. In addition, all of the Company’s directors, officers and employees are subject to our Code of Conduct.

Further details on our governance practices are provided in the following sections.

Corporate Governance Highlights

We are committed to strong corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability.

Governance highlights include:

Our Board has adopted a formal set of Corporate Governance Guidelines concerning various issues related to Board membership, structure, function and processes; Board committees; leadership development, including succession planning; oversight of risk management; and our ethics helpline. A copy of the Corporate Governance Guidelines is available on our website at http://investors.netapp.com/corporate-governance.

Board Structure and Responsibilities

Board Leadership Structure

Our Board does not view any particular leadership structure as preferred and routinely considers the appropriate leadership structure. This consideration includes the pros and cons of alternative leadership structures in light of the Company’s operating and governance environment at the time, with the goal of achieving the optimal model for Board leadership and effective oversight of management by our Board.

The responsibilities of the Chair include:

As of the date of this Proxy Statement, our Board consists of ten directors, nine of whom are independent. Our only non-independent director is Mr. Kurian, our Chief Executive Officer. Mr. Nevens, an independent director, holds the role of Chair of the Board. The Board believes this structure benefits the Board and the Company by enabling the Chief Executive Officer to focus on operational and strategic matters while enabling the Chair to focus on Board and governance matters, including, among other things, the creation of long-term stockholder value and long-range strategic planning.

As described in more detail below, our Board of Directors has three standing committees, each of which is composed solely of independent directors and chaired by an independent director. Our Board delegates substantial responsibility to each Board committee, which regularly reports its activities and actions back to the Board. We believe that our independent Board committees and their respective chairs are an important aspect of our Board leadership structure.

Based on the recommendations of the Corporate Governance and Nominating Committee, the Board appoints committee members and committee chairs according to criteria set forth in the applicable committee charter and such other criteria that the Board determines to be appropriate in light of the responsibilities of each committee. Committee membership and the position of committee chair are not rotated on a mandatory basis unless the Board determines that rotation is in the best interest of the Company.

Board Oversight

Strategic Planning

Our Board oversees and contributes to the formation of the Company’s strategy and provides oversight of management’s execution and refinement of our strategic plans. The Board engages in discussions regarding our corporate strategy at every Board meeting and, at least annually, receives a formal update on the Company’s short- and long-term objectives, including the Company’s operating plan and long-term strategic plan.

Board’s Role in Risk Oversight

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management.

Cybersecurity Oversight

The Board oversees the Company’s risk management process, including cybersecurity risks, directly and through its committees. The Audit Committee oversees the Company’s risk management program, which focuses on the most significant risks the Company faces in the short-, intermediate-, and long-term timeframes. The CSO updates the Audit Committee on a quarterly basis and the full Board at least twice annually. Such updates include a review of cybersecurity risks affecting the company, related metrics, and any incidents or issues that require attention from the Board.

The CSO provides leadership, strategic direction, and oversight for NetApp's Global Security Risk and Compliance functions and security program. Global Security executives oversee management of risks and track projects progress, remediations, and any issues related to cybersecurity risks.

The CSO, in coordination with the Chief Information Security Officer ("CISO") is responsible for leading the assessment and management of cybersecurity risks. The current CSO and CISO each have over 30 years of experience in IT and information security. The CSO and CISO stay informed on information security risks through regular meetings on key cybersecurity projects and KPIs. Updates are communicated to the Global Security Steering Committee, which provides quarterly reports to the Board and to the Audit Committee.

AI Oversight

The Board, in coordination with the Audit Committee and Corporate Governance and Nominating Committee, is responsible for overseeing our AI governance and risk management processes, which address the development and use of AI products and services and our use of AI in our internal operations. As this is a nascent and rapidly developing area, the Board and management are working together to build a strong AI governance and risk management program.

Succession Planning

The Board plans for succession to the position of CEO and other senior management positions to help ensure continuity of leadership. The Talent and Compensation Committee reviews succession plans for the CEO and other senior management positions and the development plans and strategies to accelerate the readiness of internal candidates. The Talent and Compensation Committee and management review the succession plans with the Board annually. To assist the Board in this effort, the CEO provides the Board with an assessment of other executives and their potential as a suitable successor. The CEO also provides the Board with an assessment of individuals considered to be potential successors to other key senior management positions. The Board discusses and evaluates these assessments, including in private sessions, and provides feedback to the CEO. Management is responsible for developing retention and development plans for potential successors and periodic progress reports and reviews are provided to the Board.

ESG Oversight

At NetApp, we are inspired by the belief that our impact on society and the environment drives business success. We believe that effective ESG management benefits all of our stakeholders, including our stockholders, employees, customers and partners.

The Corporate Governance and Nominating Committee is responsible for oversight and periodic review of the Company’s ESG programs, policies and practices, including climate- and human- rights related programs, policies and practices, and considers any feedback received from stockholders. Management presents updates with respect to the Company’s ESG programs to the Corporate Governance and Nominating Committee at least twice a year. The Corporate Governance and Nominating Committee is responsible for evaluating ESG goals set by NetApp management and ensuring that those goals align with NetApp’s stated values and long-term strategy.

The other Board committees also assist the Board in fulfilling its oversight responsibilities by overseeing related risks in their areas of responsibility, including:

Our Chief Sustainability Officer, who reports to our Executive Vice President, Chief Legal Officer and Corporate Secretary, is responsible for driving the development of the Company’s ESG strategy and coordinating implementation of those efforts throughout the business.

The Global Business Conduct Council (“GBCC”) has management oversight of the Company’s ESG program, including strategy, goal setting and progress, and reporting. The GBCC is a cross-functional leadership team that includes executives from our finance, human resources, legal, go to market, investor relations, internal audit, operations, and engineering teams.

More information about our ESG programs, including our ESG Reports, is available in the Investor Relations section of our website at https://www.netapp.com. Our website, ESG Reports, and other information available on our website are not part of, nor are they incorporated by reference into, this Proxy Statement.

Political Spending and Contributions

The Company’s Political Contributions Policy and its Code of Conduct prohibit political contributions of any kind, by or on behalf of the Company. Our Code of Conduct also requires advance approval of any donation of NetApp assets or funds. We believe this provides an additional measure of oversight in enforcing our policy against Company political contributions.

Committees of the Board of Directors

Our Board currently has three standing committees, each of which is composed entirely of independent directors, and each of which operates under a charter approved by our Board: the Audit Committee, the Corporate Governance and Nominating Committee, and the Talent and Compensation Committee.

Corporate Governance and Nominating Committee

Talent and Compensation Committee

Audit Committee

Meetings and Attendance of Our Board of Directors

Our Board held six meetings and also acted by written consent during fiscal 2024. During fiscal 2024, each member of our Board attended at least 75% of the aggregate of (1) the total number of meetings of our Board held during fiscal 2024; and (2) the total number of meetings held by all Board committees on which such director served, in each case covering the periods of fiscal 2024 during which such director served on our Board or such committees, as applicable.

Stockholder Meeting Attendance for Directors

We do not have a formal policy for director attendance at our annual meetings, but historically they have been attended by all of the directors. All nine of the directors then serving attended the 2023 Annual Meeting, which was held virtually.

Board Accountability and Processes

Stockholder Communications Policy

Stockholders may contact any of the Company’s directors by writing to them c/o NetApp, Inc., 3060 Olsen Drive, San Jose, California 95128, Attn: Corporate Secretary. Employees and others who wish to contact our Board or any member of the Audit Committee to report questionable practices may do so anonymously by using this address and designating the communication as “confidential.”

Board Self-Evaluation

Our Board maintains a regular and robust evaluation process designed to continually assess its effectiveness. Every year, the Board conducts a formal evaluation of each Board committee, individual directors, and the Board as a whole. Our process is designed to gauge understandings of and effectiveness in Board composition and conduct; meeting structure and materials; Board committee composition; strategic planning and oversight; succession planning; culture and diversity; and other relevant topics, such as crisis management and ESG-related perspectives and skills.

Over the past several years, the evaluation process has led to a broader scope of topics covered in Board meetings, improvements in Board process, changes to Board and Board committee composition, leadership and structure, and the identification of new key skills and qualifications relevant to service on our Board.

This year’s evaluation identified areas for continued focus, including:

Code of Conduct

The Company has adopted a Code of Conduct that includes a conflicts of interest policy that applies to all directors, officers and employees. All employees are required to affirm in writing their understanding and acceptance of the Code of Conduct.

The Audit Committee is responsible for reviewing the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s approach to human rights as established in our Code of Conduct.

The Code of Conduct is posted on the Company’s website at: http://investors.netapp.com/corporate-governance. The Company will post any amendments to or waivers of the provisions of the Code of Conduct requiring disclosure on its website.

Stockholder Engagement and Outreach

The Company’s relationships with its stockholders are a crucial part of our corporate governance practices, and the Board recognizes the value of taking their perspectives into account. Among other things, this engagement helps the Board and management to understand the larger context and impact of the Company’s operations, address expectations and views around our business strategy and performance and assess emerging issues that may affect our business, governance and sustainability practices.

On an annual basis and beginning in the months following our annual stockholder’s meeting, we conduct a formal outreach to stockholders as part of a year-round engagement process described below:

In fiscal 2024 following our 2023 annual meeting, we invited stockholders representing approximately 60% of our outstanding shares to participate in our stockholder engagement program and engaged with stockholders representing approximately 32% of outstanding shares. The Chair of the Board, Mr. Nevens, participated in select meetings held during fiscal 2024.

Our stockholder engagement and outreach program enables us to collect and understand stockholder feedback, concerns and perspectives. Topics discussed included our company strategy, Board and Board committee composition and refreshment, our environmental and social priorities as identified in our materiality assessment, our approach to human capital management, and our executive compensation practices.

The Board and Talent and Compensation Committee greatly value the engagement with our stockholders and have considered, and will continue to consider, stockholder feedback in their future deliberations. Stockholder communications and inquiries are shared with the Company’s management, and with the Chair of the Board and its committees, as appropriate. Additional information regarding our outreach program, and its impact on our executive compensation planning is provided in the Compensation Discussion and Analysis section below.

Director Onboarding & Continuing Education

Our Board maintains an orientation and onboarding program for new directors and a continuing education and reimbursement policy for all directors.

The orientation program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of NetApp and the technology industry. Materials provided to new directors include information on the Company’s products and services, organizational structure and operations, strategic plans, financial matters, Corporate Governance Guidelines, Code of Conduct, and other key policies and practices. The onboarding process includes meetings with other directors and members of senior management.

Continuing director education is facilitated through our continuing education and reimbursement policy, where the Company will reimburse directors for participation in director education seminars and opportunities, and our directors are encouraged to seek out continuing educational opportunities on topics necessary to assist them in fulfilling their duties.

Director Succession Planning

The Corporate Governance and Nominating Committee plays an important role in director succession planning and refreshment. The Corporate Governance and Nominating Committee is responsible for overseeing the management of risks associated with director succession planning. Additionally, the Corporate Governance and Nominating Committee is responsible for reviewing and making recommendations to the Board regarding the composition and size of the Board and for determining the criteria for membership on the Board.

We believe that our approach to Board succession planning and refreshment plays an important role in addressing Board effectiveness. Over the last five years, three new directors have joined our Board, and one director retired. This year two directors are leaving the Board and a new nominee is being recommended for election at the Annual Meeting.

Director term limits do not currently play a role in our approach to director succession planning and refreshment. As each director is subject to election by stockholders annually, the Board does not believe it is in the best interests of the Company to establish term limits at this time. Additionally, such term limits may cause the Company to lose the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company’s business and therefore can provide an increasingly significant contribution to the Board and the Company’s stockholders.

Advanced Director Resignation Policy

The Company maintains a policy in our Corporate Governance Guidelines regarding advanced director resignation as a prerequisite to director nominations. The policy requires that the Board nominate for election or re-election as director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next stockholders’ meeting at which they face reelection; and (ii) the Board’s acceptance of such resignation.

In addition, our policy is that the Board fills director vacancies and new directorships only with candidates who agree to tender, promptly following appointment to the Board, the same form of resignation tendered by other directors in accordance with our director resignation policy.

If an incumbent director fails to receive the required vote for re-election, the Corporate Governance and Nominating Committee acts to determine whether to accept the director’s irrevocable, conditional resignation, and it will submit such recommendation for consideration by the Board. The Board has discretion to accept or reject the offer of resignation of any director.

Board Size

The Company’s Bylaws provide that the number of directors is determined by the Board. Our Corporate Governance and Nominating Committee reviews and make recommendations to the Board regarding the composition and size of the Board at least annually to ensure that the current number of members most effectively support the Company, and recommends changes to the Board as appropriate.

As of the date of this Proxy Statement, our Board consists of ten members. Following Ms. Hill's and Mr. Shaheen's departure from the Board effective as of the 2024 Annual Meeting, the size of the Board will be reduced to nine directors.

Limitation on Other Board Service

The Board does not believe that its members should be prohibited from serving on boards of other organizations. Service on other boards or committees must be consistent with the Company’s conflict of interest policies, applicable laws and regulations and must not materially interfere with the member's services as a director.

The Board believes that the Company’s CEO should sit on no more than a total of two public company boards, including the Company, and that the Company's executives who report to the CEO should sit on no more than one public company board. The Board further believes that non-employee members of the Board should sit on no more than a total of four public company boards.

As of the date of this Proxy Statement, every director is in compliance with our policy regarding limitation on other board service.

Our policy is that directors advise the Board Chair or Lead Independent Director, as applicable, and the Corporate Governance and Nominating Committee before accepting an invitation to serve on an additional for-profit corporate board of directors. The Corporate Governance and Nominating Committee may take into account the nature of and time involved in a director’s service on other boards or committees in evaluating the suitability of individual director candidates and current directors.

Personal Loans to Executive Officers and Directors

The Company does not provide personal loans or extend credit to any executive officer or director.

Director Compensation

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

Director Compensation Highlights

Director Compensation Table

The table below summarizes the total compensation paid by the Company to our directors for fiscal 2024.