Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


(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. Berry previously served in a variety of operational and finance positions, including as executive vice president and chief financial officer of SolarWinds, Inc. and i2 Technologies, Inc. Mr. Berry has served on the board of Rapid7, Inc. since November 2012 and is the chair of its audit committee. Mr. Berry holds a BA degree in Finance from Augsburg College and an MBA in finance from the University of St. Thomas.

Mr. Berry does not have a family relationship with any of the officers or directors 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. Berry's offer letter, as approved by the Committee, are as follows:



  • His annual base salary will be $600,000.


     •  His annual incentive compensation target percentage will be 110% of his
        base salary.


     •  The Company will grant $5,500,000 in value of service-vested restricted
        stock units ("RSUs"), on or about the fifteenth of the month following the
        month in which Mr. Berry's commences employment with the Company, which
        shall vest 25% on each anniversary of the vesting commencement date,
        subject to Mr. Berry's 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. Berry will also be eligible to participate in the compensation and benefit programs generally available to the Company's executive officers.

A copy of the offer letter with Mr. Berry will be filed with the Company's Annual Report on Form 10-K. The above summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the offer letter.

The Board also approved the Company's entry into a Change of Control Severance Agreement and an Indemnification Agreement with Mr. Berry, each in the form previously approved by the Board. These agreements will be effective March 16, 2020.

A copy of the Company's press release announcing the appointment of Mr. Berry as Executive Vice President and Chief Financial Officer of the Company is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

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 Exhibit
   No.           Description

   99.1            Press release, dated March 2, 2020, announcing appointment of
                 Michael Berry as Executive Vice President and Chief Financial
                 Officer of the Company.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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