Beth O'Callahan
Executive Vice President, Chief Administrative Officer and Corporate Secretary at NTAP
Executive
About Beth O’Callahan
Beth O’Callahan (age 55) is Executive Vice President, Chief Administrative Officer and Corporate Secretary at NetApp, appointed March 3, 2025 after serving as Chief Legal Officer since January 2022 and earlier legal leadership roles since joining NetApp in 2013; she holds a B.A. from UCLA and a J.D. from Santa Clara University . Fiscal 2025 company performance was strong: net revenues $6.57B (+4.9% y/y), operating income $1.34B (+10.1% y/y), AOI $1.48B (+11.4% y/y), GAAP EPS $5.67 and non-GAAP EPS $7.25, underpinning below-target bonus outcomes but positive long-term incentive alignment via TSR and billings-based PBRSUs . In February 2025, NetApp expanded Beth’s remit to unify Legal/Compliance/Sustainability with HR, Workplace, and Corporate Communications to drive integration and execution, reflecting enterprise impact and organizational stewardship .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetApp | EVP, Chief Administrative Officer & Corporate Secretary | Mar 2025–present | Unified Legal/Compliance/Sustainability with HR/Workplace/Communications to improve integration and execution . |
| NetApp | EVP, Chief Legal Officer & Secretary; Interim CHRO | Jan 2022–Mar 2025 | Led legal/compliance and corporate governance; assumed HR through CAO transition . |
| NetApp | SVP & General Counsel | May–Dec 2021 | Elevated legal leadership, overseeing global legal strategy . |
| NetApp | VP, Deputy General Counsel | May 2020–Apr 2021 | Supported enterprise legal operations and governance . |
| NetApp | VP, Corporate Legal | Oct 2013–Apr 2020 | Built core legal frameworks and scalable processes . |
| Xilinx (AMD) | Senior Director & Corporate Counsel | Pre-2013 | Semicon corporate counsel experience supporting complex transactions . |
| Private Practice | Corporate law and business litigation | Early career | Silicon Valley corporate and litigation grounding . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bay Scholars | Board of Directors | N/A | Education and legal equity advocacy . |
| Law Foundation of Silicon Valley | Board of Directors | N/A | Community legal services governance . |
| Awards | Various recognitions | N/A | National Diversity Council, Corporate Counsel Women of Power & Influence, SVBJ Women of Influence, YWCA TWIN . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary Paid ($) | $500,000 | $524,231 | $554,904 |
| Base Salary Rate ($) | — | — | $715,000 (rate as of Mar 3, 2025; +34.9% vs FY24) |
| Target ICP (% of Salary) | — | 90% | 100% (raised by +10%) |
| Actual ICP Payout ($) | $105,500 | $646,398 | $544,361 (98.1% of target) |
| All Other Compensation ($) | $6,904 | $7,633 | $6,930 (401(k) $6,000; life insurance $930) |
Notes:
- FY25 base salary rate increased upon CAO appointment; actual FY25 salary reflects pro-ration across pre/post appointment rates .
- FY25 ICP payout reflects enterprise metric outcomes (weighted 98.1%) .
Performance Compensation
Annual ICP Design and Outcomes (FY 2025)
| Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | Not disclosed | Not disclosed | 99.0% | Cash paid post-year (O’Callahan payout shown below) |
| Total Company Revenue | 30% | Not disclosed | Not disclosed | 95.3% | Cash |
| Cloud Storage Revenue | 10% | Not disclosed | Not disclosed | 200.0% | Cash |
| ASA (Block Storage) Revenue Growth | 10% | Not disclosed | Not disclosed | 0.0% | Cash |
| O’Callahan Target ICP ($) | — | — | — | — | $554,904 target; $544,361 paid (98.1%) |
Program changes in FY25 emphasized profitable top-line growth by adding two strategic growth metrics (10% each) and increasing AOI weighting; MBO component removed .
Equity Awards Granted (FY 2025; Grant Date 7/1/2024)
| Award Type | Shares | Grant Date Fair Value ($) | Design/Performance Metrics | Vesting |
|---|---|---|---|---|
| RSU | 11,195 | $1,409,339 | Service-based | For legacy RSUs: 25% at 1st anniversary; 6.25% quarterly thereafter (examples for 2021/2022 awards) . |
| PBRSU (TSR tranche) | Target: 8,396 (Threshold: 4,198; Max: 16,792) | $1,495,412 | 3-year relative TSR vs peer group | Earned at end of 3-year period; CoC vesting mechanics per award agreement . |
| PBRSU (Billings tranche) | Target: 8,396 (Threshold: 4,198; Max: 16,792) | $349,078 | Multi-year billings targets | Earned over performance periods; CoC mechanics as above . |
PBRSU program retained 3-year cumulative relative TSR (50%) and multi-period billings (50%) in FY25 to align long-term outcomes with shareholder returns and profitable growth .
PBRSU Payout for FY 2023 Grant (Performance Period ended Apr 25, 2025)
| Executive | PBRSU Shares Vested (FY2023 grant) |
|---|---|
| Elizabeth M. O’Callahan | 20,394 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jul 16, 2025) | 27,001 shares; consists of 24,251 shares held of record plus 2,750 RSUs vesting within 60 days; <1% of shares outstanding . |
| Outstanding Unvested RSUs (by grant) | 1,794 (2021), 5,238 (2022), 9,033 (2023), 11,195 (2024); market values reflect $88.45 price at FY-end . |
| Outstanding Unearned PBRSUs (by grant) | 12,043 and 24,086 (2023 grants); 4,198 and 16,792 (2024 grants); market values at $88.45 . |
| Stock Ownership Guidelines | Executives subject to minimum ownership multiples; shares counted include 50% of unvested RSUs; compliance required within 5 years; all covered executives (including O’Callahan) were in compliance at FY25 year-end . |
| Post-Vest Holding Requirement | 12-month post-vest holding period for NEOs under the 2021 Plan . |
| Hedging/Pledging | Prohibited for all employees and directors; policy embedded in Insider Trading Policy . |
| ESPP Participation (historic) | 4,786 shares purchased; aggregate purchase value $103,341 (historical cumulative under Section 423 ESPP) . |
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Appointment and Role Scope | CAO effective Mar 3, 2025; expanded remit (HR, Workplace, Corporate Communications) in addition to Legal/Compliance/Sustainability; Corporate Secretary retained . |
| Base Salary Rate | $715,000 effective Mar 3, 2025 . |
| Change-of-Control Severance (Double Trigger) | For executives other than CEO: 150% of base salary + 150% of target annual bonus, plus greater of annual target bonus or accrued bonus, COBRA reimbursement up to 18 months, and accelerated vesting of service and performance awards per plan terms . |
| O’Callahan Estimated Benefits (as of Apr 25, 2025) | On or within 24 months following CoC: cash severance $2,459,760; RSU/PBRSU acceleration $7,045,131; continued benefits $57,444; total $9,562,334 (assuming $88.45 stock price; award mix and plan rules) . |
| Involuntary Termination (pre-CoC) | Estimated cash severance $1,259,361; benefits $38,296; equity vesting per RSU/PBRSU rules (retirement/death/disability/qualifying termination mechanics) . |
| Clawbacks | Discretionary clawback for material restatements (3-year lookback) and mandatory Dodd-Frank/Nasdaq-compliant clawback policy adopted Nov 15, 2023; covers time-based and performance-based compensation . |
| Insider Trading/Hedging/Pledging | Trading pre-clearance for executives; prohibition on short sales, derivative transactions, and pledging company stock . |
Compensation Structure Analysis
- Equity-heavy mix with PBRSUs tied to multi-year relative TSR and billings supports pay-for-performance and long-term alignment; FY25 ICP emphasized AOI and revenue with strategic growth measures and produced a 98.1% payout, yielding O’Callahan’s cash bonus below target despite record company results, indicating calibrated targets .
- Shift in role and salary rate in March 2025 aligns with expanded remit; her FY25 target equity grant value increased to $3.5M (+16.7%), reflecting enhanced scope and market positioning for EVPs .
- No stock options; RSUs and PBRSUs only; post-vest holding requirement and strict anti-hedging/pledging reinforce skin-in-the-game and reduce misalignment risks .
Related Party Transactions and Governance Indicators
- 8-K appointment disclosed no related party transactions under Item 404(a) and no family relationships; appointment based on merit and organizational needs .
- Say-on-Pay support ~95% in 2024 and continued shareholder engagement (outreach to holders of ~60% of shares; engaged ~17%) underpin governance credibility of pay program .
Performance & Track Record
- Role expansion aimed at operational excellence and talent/culture outcomes; press release underscores enterprise mindset and track record building high-performing teams; external recognitions bolster leadership credibility .
- FY25 company metrics show improved profitability and cash generation, supporting incentive structures tied to AOI, revenue, and strategic growth .
Fixed Compensation – Detail
| Item | FY2025 Value |
|---|---|
| 401(k) Match | $6,000 (company cap per calendar year) |
| Life Insurance Premiums | $930 |
Performance Compensation – Grant Detail (Outstanding at FY-End)
| Grant Date | Type | Shares Not Vested | Market Value ($) at $88.45 |
|---|---|---|---|
| 7/1/2021 | RSU | 1,794 | $158,679 |
| 7/1/2022 | RSU | 5,238 | $463,301 |
| 7/13/2023 | RSU | 9,033 | $798,969 |
| 7/1/2024 | RSU | 11,195 | $990,198 |
| 7/13/2023 | PBRSU (unearned) | 12,043 | $1,065,203 |
| 7/13/2023 | PBRSU (unearned) | 24,086 | $2,130,407 |
| 7/1/2024 | PBRSU (unearned) | 4,198 | $371,313 |
| 7/1/2024 | PBRSU (unearned) | 16,792 | $1,485,252 |
RSU vesting for 2021/2022 awards: 25% at first anniversary; 6.25% quarterly thereafter .
Equity Ownership – Beneficial Breakdown
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Elizabeth M. O’Callahan | 27,001 | 24,251 held of record; 2,750 RSUs vesting within 60 days; <1% of class . |
Multi-Year Compensation Summary (NEO)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $500,000 | $524,231 | $554,904 |
| Stock Awards ($) | $2,294,808 | $3,106,947 | $4,301,355 |
| Non-Equity Incentive ($) | $105,500 | $646,398 | $544,361 |
| All Other Compensation ($) | $6,904 | $7,633 | $6,930 |
| Total ($) | $2,907,212 | $4,285,209 | $5,407,550 |
Investment Implications
- Alignment: A high share of at-risk, performance-linked pay with multi-year TSR/billings PBRSUs and AOI/revenue-focused ICP should align incentives with durable growth and margin expansion; compliance with ownership guidelines and 12-month post-vest holding strengthens alignment signals .
- Retention/Pressure: CAO role elevation and increased target equity ($3.5M) suggest positive retention posture; double-trigger CoC economics (150% salary+bonus plus performance award acceleration) are competitive and may mitigate transition risk without single-trigger acceleration .
- Trading Signals: Hedging/pledging prohibitions, post-vest holding, and pre-clearance reduce near-term selling pressure; watch quarterly vest calendars (RSUs) and PBRSU performance certification dates for Form 4 activity; FY2023 PBRSU vesting in May 2025 indicates realized equity tied to outperformance against TSR/billings goals .
- Governance: Strong say-on-pay support (~95%) and active investor engagement reduce pay risk; clawbacks (discretionary + mandatory) and no option repricing limit adverse governance events .