NetApp

(b) On June 2, 2021, Brad Anderson, Executive Vice President, Hybrid Cloud Group of the Company, informed the Company of his intent to retire from the Company, effective as of the end of fiscal year 2022 on April 29, 2022.

(b), (c), (d), (e) Appointment of New Director On February 4, 2021, NetApp, Inc.’s board of directors (the “Board”) approved an increase in the number of authorized directors on the Board from eight (8) to nine (9) and appointed Carrie Palin as a member of the Board to fill the vacancy created thereby. There are no arrangements or understandings between Ms. Palin, on the one hand, and NetApp, Inc. (“the Company”) or any other persons, on the other hand, pursuant to which Ms. Palin was selected as a director. There are no related party transactions between the Company and Ms. Palin (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Ms. Palin does not have any family relationships with any of the Company’s directors or executive officers. Ms. Palin will serve as a member of the Compensation Committee. As a non-employee director, Ms.

of Current Report on Form 8-K and Item 404(a) of Regulation S-K.

(c) On August 21, 2020, Scott R. Allen informed the Company of his intent to resign as Senior Vice President, Chief Accounting Officer and as principal accounting officer of the Company, effective September 18, 2020.

(e) Fiscal 2021 Compensation On June 1, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2021 (“FY 21”) terms of cash compensation for the named executive officers identified below in the amounts reflected below. All target incentive compensation awards and salaries are unchanged from fiscal year 2020. Named Executive Officer FY 21 Salary FY 21 Target Incentive Compensation Award (1) George Kurian Chief Executive Officer and President $950,000 170% Michael Berry Executive Vice President and Chief Financial Officer $600,000 110% Bradley Anderson Executive Vice President, Hybrid Cloud Group $550,000 110% Matthew K. Fawcett Senior Vice President, General Counsel and Secretary $548,000 80% (1) Expressed as a target percentage of base salary.

(c), (e) Appointment of President On May 12, 2020 , NetApp, Inc. (the “Company”) announced the appointment of Cesar Cernuda, age 48, as President of the Company, reporting to Chief Executive Officer George Kurian, effective July 1, 2020. Most recently, Mr. Cernuda served as President, Microsoft Latin America and Corporate Vice President, Microsoft Corporation from 2016 to May 2020. He also served as President, Microsoft Asia Pacific from 2013 to 2016, and prior to that he held various sales and marketing executive positions at Microsoft Corporation. Mr. Cernuda has served on the board of GESTAMP, a multinational corporation specializing in developing and manufacturing engineered metal components for the automotive industry , since 2017. Mr.

(c), (e) Appointment of Chief Financial Officer On March 2, 2020, NetApp, Inc. (the “Company”) announced the appointment of Michael Berry, age 56, as Executive Vice President and Chief Financial Officer of the Company (as well as principal financial officer). Mr. Berry’s appointment will be effective March 16, 2020. Prior to his appointment, Mr. Berry served as executive vice president and chief financial officer of McAfee from February 2017. Mr. Berry was previously employed by FireEye, Inc., where he served as executive vice president, chief financial officer and chief operating officer. Prior to FireEye, Mr. Berry was executive vice president and chief financial officer of Informatica Corporation from November 2014 to September 2015. Mr.

(b), (e) Retirement of Named Executive Officer On February 12, 2020, NetApp announced that Ronald J. Pasek informed the Company of his intent to retire from his position as Executive Vice President and Chief Financial Officer of the Company by the end of the Company’s fiscal year 2020 (“Fiscal 2020”). Mr. Pasek has agreed to work with the Company and its Board of Directors (the “Board”) to ensure an orderly transition. On February 8, 2020, the Compensation Committee (the “Committee”) of the Board approved the terms of a separation and release agreement with Mr. Pasek (the “Pasek Agreement”). The Pasek Agreement, upon becoming effective, provides for (i) release of all claims by Mr. Pasek in favor of the Company; (ii) a payment to Mr. Pasek of $626,000; and (iii) accelerated vesting of Mr. Pasek’s service-vested restricted stock units (“RSUs”) such that Mr.

(d) Appointment of New Direcetor On January 31, 2020, NetApp, Inc.’s board of directors (the “Board”) approved an increase in the number of authorized directors on the Board from seven (7) to eight (8) and appointed Deepak Ahuja as a member of the Board to fill the vacancy created thereby. There are no arrangements or understandings between Mr. Ahuja, on the one hand, and NetApp, Inc. (“the Company”) or any other persons, on the other hand, pursuant to which Mr. Ahuja was selected as a director. There are no related party transactions between the Company and Mr. Ahuja (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Ahuja does not have any family relationships with any of the Company’s directors or executive officers. Mr. Ahuja will serve as a member of the Audit Committee. As a non-employee director, Mr.

(b) Retirement of Named Executive Officer On November 13, 2019, the Company announced that Henri Richard informed the Company of his intent to retire from his position as Executive Vice President, World Wide Field and Customer Operations at the end of the Company’s fiscal year 2020.

Amendments to 1999 Stock Option Plan The Board previously approved, subject to stockholder approval, amendments to the Company’s 1999 Stock Option Plan (the “ Stock Plan ”) to increase the share reserve by an additional 4,000,000 shares of common stock and to adopt a new 10-year term for the Stock Plan. The Company’s stockholders approved the amendments at the Company’s annual meeting of stockholders held on September 12, 2019 (the “ Annual Meeting ”). The foregoing is qualified in its entirety by reference to the full text of the Stock Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

(b), (c), (e) Retirement of Named Executive Officer On August 14, 2019, NetApp, Inc. (the “Company”) announced Joel Reich’s retirement from his position as Executive Vice President and General Manager, NetApp Storage Systems and Software Business Unit, effective immediately. Mr. Reich will remain an employee of the Company until August 16, 2019. On August 8, 2019, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved the terms of a separation and release agreement with Mr. Reich (the “Separation Agreement”). The Separation Agreement, upon becoming effective, provides for (i) release of all claims by Mr. Reich in favor of the Company; (ii) a payment to Mr. Reich of $262,000 and (iii) assumption by the Company of the lease for property in Sunnyvale, California for which the Company previously reimbursed Mr.

(e) Fiscal 2020 Compensation On May 16, 2019, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2020 (“FY 20”) terms of cash compensation for the named executive officers identified below in the amounts reflected below: Named Executive Officer FY 20 Salary (1) FY 20 Target Incentive Compensation Award (2) (3) George Kurian Chief Executive Officer and President $950,000 170% Ronald J. Pasek Executive Vice President and Chief Financial Officer $626,775 110% Henri Richard Executive Vice President, Worldwide Field and Customer Operations $600,000 110% Joel D. Reich Executive Vice President, Product Operations $524,000 110% Matthew K. Fawcett Senior Vice President, General Counsel and Secretary $548,000 80% (1) Effective April 27, 2019. The salaries for Messrs. Richard and Reich are unchanged from fiscal year 2019.

Amendment to 1999 Stock Option Plan The board of directors (the “ Board ”) of NetApp, Inc. (the “ Company ”) previously approved, subject to stockholder approval, an amendment to the Company’s 1999 Stock Option Plan (the “ 1999 Plan ”) to increase the share reserve by an additional 9,000,000 shares of common stock. The Company’s stockholders approved the amendment at the Annual Meeting of Stockholders of the NetApp, Inc. held on September 13, 2018 (the “ Annual Meeting ”). The foregoing is qualified in its entirety by reference to the full text of the 1999 Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

(e) Fiscal 2019 Compensation On May 17, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2019 (“FY 19”) terms of cash compensation for the named executive officers identified below in the amounts reflected below: Named Executive Officer FY 19 Salary (1) FY 19 Target Incentive Compensation Award (2) (3) George Kurian Chief Executive Officer and President $925,000 (4) 170% Ronald J. Pasek Executive Vice President and Chief Financial Officer $600,000 110% Henri Richard Executive Vice President, Worldwide Field and Customer Operations $600,000 110% Joel D. Reich Executive Vice President, Product Operations $524,000 110% Matthew K. Fawcett Senior Vice President, General Counsel and Secretary $538,000 80% (1) Effective April 28, 2018. (2) Expressed as a target percentage of base salary.

(b) Resignation of Director On February 7, 2018, Stephen M. Smith resigned from the Board of Directors (the “Board”) of NetApp, Inc. (the “Company”). Mr. Smith’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Immediately following Mr. Smith’s resignation, the size of the Board was reduced to nine members.

(d) Appointment of New Directors On November 9, 2017, the Company’s board of directors (the “Board”) approved an increase in the number of authorized directors on the Board from eight (8) to ten (10) and appointed Deborah L. Kerr and Scott F. Schenkel as members of the Board to fill the vacancies created thereby. There are no arrangements or understandings between either Ms. Kerr or Mr. Schenkel, on the one hand, and the Company or any other persons, on the other hand, pursuant to which either Ms. Kerr or Mr. Schenkel was selected as a director. There are no related party transactions between the Company and either Ms. Kerr or Mr. Schenkel (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Neither Ms. Kerr nor Mr. Schenkel have any family relationships with any of the Company’s directors or executive officers. Ms. Kerr and Mr.

Amendment to 1999 Stock Option Plan The board of directors (the “ Board ”) of NetApp, Inc. (the “ Company ”) previously approved, subject to stockholder approval, an amendment to the Company’s 1999 Stock Option Plan (the “ 1999 Plan ”) to increase the share reserve by an additional 8,500,000 shares of common stock. The Company’s stockholders approved the amendment at the Company’s Annual Meeting of Stockholders held on September 14, 2017 (the “ Annual Meeting ”). The foregoing is qualified in its entirety by reference to the full text of the 1999 Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

(e) Fiscal 2018 Compensation On May 17, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2018 (“FY 18”) terms of cash compensation for the named executive officers identified below in the amounts reflected below: Named Executive Officer FY18 Salary (1) FY18 Target Incentive Compensation Award (2) (3) George Kurian Chief Executive Officer and President $925,000 170% Ronald J. Pasek Executive Vice President and Chief Financial Officer $585,000 110% Henri Richard Executive Vice President, Worldwide Field and Customer Operations $575,000 110% Joel Reich Executive Vice President, Product Operations $513,000 110% Matthew K. Fawcett Senior Vice President, General Counsel and Secretary $520,000 80% (1) Increase effective April 29, 2017. (2) Expressed as a target percentage of base salary.

On November 15, 2016, the board of directors (the “ Board ”) of NetApp, Inc. (the “ Company ”) approved an amended and restated Executive Retiree Health Plan (also known as the Executive Medical Retirement Plan) (the “ Plan ”). The Plan, which previously provided group health insurance benefits to certain of the Company’s retired executives, was amended and restated effective as of January 1, 2017 to terminate the group health insurance policy covering retired executives and, instead, use a health reimbursement account to reimburse eligible retired executives for premiums paid for individual insurance covering the retiree and any eligible dependents for the period from January 1, 2017 through December 31, 2019.

Amendment to 1999 Stock Option Plan The board of directors (the “ Board ”) of NetApp, Inc. (the “ Company ”) previously approved, subject to stockholder approval, an amendment to the Company’s 1999 Stock Option Plan (the “ 1999 Plan ”) to increase the share reserve by an additional 4,300,000 shares of common stock. The Company’s stockholders approved the amendment at the Annual Meeting of Stockholders of the NetApp, Inc. held on September 15, 2016 (the “ Annual Meeting ”). The foregoing is qualified in its entirety by reference to the full text of the 1999 Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

On June 22, 2016, as a result of the expiration of a majority of existing change in control agreements and in connection with a review of executive compensation, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved a new form of double trigger Change of Control Severance Agreement (the “Agreement”). The Agreement will supersede any existing change of control severance agreement entered into by the Company and will be used on a going forward basis by the Company. The Company expects to enter into an Agreement with each of its named executive officers, including the Chief Executive Officer, and certain senior executives. The material terms of the Agreement are as follows: Severance Benefits .

(e) Fiscal 2017 Compensation On May 31, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2017 (“FY 17”) compensation for the named executive officers identified below in the amounts reflected below: FY 17 Base Salary (1) FY 17 Executive Incentive Plan Target (2) George Kurian $ 875,000 * 160 %* Matthew K. Fawcett $ 500,000 * 80 %** (1) Effective April 30, 2016 (2) Incentive compensation for the Company’s named executive officers will be established pursuant and subject to the terms of the Company’s Executive Compensation Plan.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (c), (d) Appointment of President On May 20, 2016, the board of directors (the "Board") of the Company appointed George Kurian to the additional role of President of the Company. Mr. Kurian's title is now Chief Executive Officer and President. Appointment of New Director On May 20, 2016, the Board approved an increase in the number of authorized directors on the Board from nine (9) to ten (10) and appointed Stephen M. Smith as a member of the Board to fill the vacancy created thereby. There are no arrangements or understandings between Mr. Smith, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Smith was selected as a director. There are no related party transactions between the Company and Mr.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.

Director or officer change (Item 5.02). Open the filing for details.