Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(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. Palin will participate in the non-employee director compensation arrangements described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on August 2, 2019. In addition, it is expected that she will enter into the Company's standard form of director indemnification agreement previously approved by the Board. The form of indemnification agreement was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ending on July 25, 2014, as filed with the SEC on August 28, 2014.

A copy of the Company's press release announcing the appointment of Ms. Palin to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Appointment of Principal Accounting Officer

On February 4, 2021, the Company announced the appointment of Robert Parks, age 48, as the principal accounting officer of the Company. Mr. Parks joined the Company on January 28, 2021 as Vice President, Chief Accounting Officer.

Prior to joining the Company, Mr. Parks served as executive vice president and chief accounting officer of Syneos Health from November 2018. Mr. Parks was previously employed by IQVIA, where he served as senior vice president, corporate controller and vice president, finance from 2011 to 2017. Mr. Parks was previously employed in a variety of finance roles at TMX Finance, Allscripts, N.E.W. Customer Service Companies, Inc. and OAO Technology Solutions. He was also a manager with Ernst & Young LLP. Mr. Parks holds a B.A. degree in Business from the University of Maryland.

Mr. Parks does not have a family relationship with any of the officers or directors of the Company.

There were no understandings or arrangements between Mr. Parks and any other person pursuant to which they were selected as an officer of the Company. There are no related party transactions reportable under Item 5.02 of Current Report on Form 8-K and Item 404(a) of Regulation S-K.





Compensatory Arrangements

The material terms of Mr. Parks' offer letter, as approved by the Board of Directors (the "Board") of the Company, are as follows:



  • His annual base salary will be $420,000.


   •  His annual incentive compensation target percentage will be 48% of his base
      salary.


   •  The Company will grant $800,000 in value of service-vested restricted stock
      units ("RSUs"), on or about the fifteenth of the month following the month
      in which Mr. Parks' commences employment with the Company, which shall vest
      25% on each anniversary of the vesting commencement date, subject to
      Mr. Parks' continued employment with the Company through the applicable
      vesting date. The service-vested RSUs will be granted pursuant to the form
      of RSU Agreement previously approved by the Committee.

Mr. Parks will also be eligible to participate in the compensation and benefit programs generally available to the Company's executive officers.

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Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No. Description

99.1          Press release, dated February 4, 2021, announcing appointment of
            Carrie Palin to the Board of Directors.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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