Carrie Palin
Director at NTAP
Board
About Carrie Palin
Carrie Palin (age 53) is an independent director at NetApp (NTAP) serving since 2021. She is SVP and Chief Marketing Officer at Cisco Systems (since June 2021) and previously served as CMO at Splunk (2019–2021), Box (2016–2018) and SendGrid (2018–2019), with earlier leadership roles at IBM Cloud Data Services and a 16-year marketing career at Dell; she holds a B.S. in Communications from Texas Christian University. She serves on NetApp’s Corporate Governance & Nominating and Talent & Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | SVP & Chief Marketing Officer | Jun 2021 – Present | Leads global marketing for large-cap enterprise technology vendor |
| Splunk Inc. | SVP & Chief Marketing Officer | Feb 2019 – Apr 2021 | Scaled enterprise software go-to-market |
| SendGrid, Inc. | SVP & Chief Marketing Officer | 2018 – 2019 | CMO pre-acquisition by Twilio |
| Box, Inc. | SVP & Chief Marketing Officer | 2016 – 2018 | Cloud content collaboration GTM leadership |
| IBM | VP, Cloud Data Services Marketing | Prior to 2016 | Product/solutions marketing leadership |
| Dell | Multiple marketing leadership roles | 16 years | Enterprise/commercial marketing track record |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| EnterpriseDB (EDB) | Private company | Director | 2020 – Present |
| Other public company boards | — | None disclosed | — |
Board Governance
| Committee | Role | FY25 Meetings | Mandate (abridged) |
|---|---|---|---|
| Corporate Governance & Nominating | Member | 8 | Oversees board composition, independence, conflicts; approves related person transactions; oversees sustainability programs. |
| Talent & Compensation | Member | 7 | Oversees executive/director pay, incentive plans, HCM strategy and succession; reviews comp risk; engages independent consultant. |
- Independence and attendance: All directors other than the CEO are independent; all Audit, T&C, and CGN members are independent; all directors attended ≥75% of FY25 Board/committee meetings; overall attendance 94.83% (5 Board; 25 committee meetings).
- Stockholder engagement: Company reached out to holders of ~60% of shares; engaged with ~17%; topics included Board skills, pay, and sustainability.
- Limits on outside boards: Non-employee directors may serve on up to four public company boards; all directors in compliance.
Fixed Compensation
| Component (FY25) | Amount (USD) |
|---|---|
| Cash Retainer | $95,000 |
| Equity (RSUs; grant-date fair value) | $270,075 |
| Options | $0 |
| Total | $365,075 |
| Unvested RSUs (as of 4/25/25) | 2,377 |
| FY24–FY25 Annual Director Grant (RSUs) | 2,377 RSUs on Sep 11, 2024 |
Program structure and changes:
- Annual RSU value: $275,000 (Chair: $350,000); vests before next annual meeting; deferral available; no performance-based equity or perquisites for non-employee directors.
- Effective as of the 2025 Annual Meeting, annual equity grant values increased to $285,000 (directors) and $360,000 (Chair) to stay near peer median (Meridian-advised).
Performance Compensation
Non-employee directors do not receive performance-based equity; compensation is cash retainer plus service-vested RSUs.
For committee-oversight context (FY25 executive Annual ICP metrics overseen by the T&C Committee):
| Metric | Weight | FY25 Payout vs Target | Weighted Payout |
|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | 99.0% | 49.5% |
| Revenue | 30% | 95.3% | 28.6% |
| Cloud Storage Revenue | 10% | 200.0% | 20.0% |
| ASA (Block) Revenue Growth | 10% | 0.0% | 0.0% |
| Total ICP Payout | 100% | — | 98.1% |
FY25 design changes: shifted emphasis to profitable growth (AOI weight 50%, Revenue 30%, added Cloud Storage Revenue and ASA Growth at 10% each; removed MBOs).
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed for Ms. Palin. |
| Operating role | SVP & CMO at Cisco Systems. |
| Peer-group overlaps | Cisco is included in NetApp’s FY25 Performance Peer Group (relative TSR comparator) used for PBRSUs; Cisco is not in the FY25 Compensation Peer Group. |
| Conflict controls | CGN Committee reviews/approves related person transactions and conflicts of interest. |
Expertise & Qualifications
- Skills: Sales & Marketing; Strategy; Technology, as reflected in the Board’s skills matrix; brings >20 years of enterprise software/cloud GTM leadership and advocacy for Women in Technology.
- Committee experience in both governance (independence, conflicts, sustainability oversight) and compensation (pay design, HCM, succession).
Equity Ownership
| Ownership Detail (as of Jul 16, 2025 unless noted) | Amount |
|---|---|
| Shares owned outright | 6,976 |
| RSUs vesting within 60 days of Jul 16, 2025 | 2,377 |
| Total beneficial ownership | 9,353 |
| % of shares outstanding | <1% |
| Unvested RSUs (as of Apr 25, 2025) | 2,377 |
Policies and alignment:
- Director stock ownership guidelines apply; covered individuals have five years to comply; all directors met guidelines as of FY25 year-end except two new appointees (Yang, Pelzer)—implies Ms. Palin is in compliance.
- Anti-hedging and anti-pledging: Hedging and pledging of Company stock are prohibited.
Insider trading filings:
- Section 16(a) compliance note lists certain late Forms 4 for other insiders; no delinquent filings attributed to Ms. Palin in FY25 proxy; the proxy does not disclose specific Form 4 transactions for her.
Governance Assessment
- Strengths: Independent director with dual service on CGN and T&C—key levers for board effectiveness, conflicts oversight, sustainability oversight, and pay-for-performance alignment. Her cloud/software GTM expertise complements NetApp’s AI, cloud, and all-flash priorities; Board independence and attendance metrics are strong; director ownership guidelines compliance supports alignment; Say-on-Pay support was ~95% in 2024, indicating investor backing for compensation governance.
- Potential risks/considerations: She is a senior executive at Cisco, which appears in NetApp’s performance peer group (used for relative TSR); while this is not a related-party transaction and no such transactions were disclosed involving her, investors may monitor for perceived interlock or competitive sensitivities; CGN’s active conflict oversight and the company’s related-party policy mitigate this risk. Time-commitment policy allows up to four public boards for non-employee directors; Ms. Palin’s current commitments appear within policy.
Overall, Ms. Palin’s committee roles, independence, compliance with ownership guidelines, and relevant operating experience are supportive of board effectiveness and investor confidence; no red flags were disclosed regarding attendance, related-party transactions, hedging/pledging, or perquisites.