Cesar Cernuda
NetAppAbout Cesar Cernuda
César Cernuda is President of NetApp, leading the global go‑to‑market organization spanning sales, marketing, services, support, and customer success; he joined NetApp in July 2020 and is 53 years old as of June 9, 2025 . His education includes ESIC Business & Marketing School (BBA), Harvard Business School Executive Leadership Program, IESE Program for Management Development, and Oxford Saïd’s Leading Sustainable Corporations Programme; he serves as non‑executive director and chair of the ESG committee at Gestamp and sits on advisory boards at Georgetown McDonough and IESE . FY2025 incentive design emphasized profitable growth (AOI 50%, Revenue 30%) and strategic metrics (Cloud Storage Revenue 10%, ASA Revenue Growth 10%); payouts landed at 98.1% of target overall, with maximum for Cloud Storage Revenue and zero for ASA growth, highlighting mixed execution across growth vectors . PBRSUs for the FY2023 grant cycle vested in May 2025 (59,493 shares for Cernuda), evidencing realized long‑term performance under Billings and relative TSR frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsoft | Various leadership roles | Not disclosed | Long career in leadership roles prior to NetApp, underpinning GTM expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gestamp | Non‑Executive Director; Chair, ESG Committee | Not disclosed | Governance and ESG oversight at global auto components firm |
| Georgetown McDonough | Advisory Board Member | Not disclosed | Academic/industry advisory; leadership insight |
| IESE Business School | Advisory Board Member | Not disclosed | Academic/industry advisory; leadership insight |
Fixed Compensation
- FY2025 base salary rate: $795,762; +4.1% vs FY2024; paid in EUR, displayed in USD at April 25, 2025 FX rate .
- Target Annual ICP (bonus) for President: 130% of salary (unchanged vs FY2024) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 742,141 | 717,938 | 790,482 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 5,671,847 | 7,367,403 | 10,291,736 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive Plan (ICP) ($) | 251,750 | 1,304,574 | 1,008,102 |
| All Other Compensation ($) | 158,767 | 99,702 | 123,514 |
| Total ($) | 6,824,505 | 9,489,617 | 12,213,834 |
All Other Compensation detail (FY2025): $56,827 Spanish defined contribution plan; $56,200 medical premiums; life insurance $10,487; EUR→USD conversion as disclosed .
Performance Compensation
Annual ICP – FY2025
| Metric | Weighting | Payout as % of 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 Storage) Revenue Growth | 10% | 0.0% | 0.0% |
| Total Weighted Payout | — | — | 98.1% |
ICP Target and Payout (Cernuda, FY2025): Target $1,027,627; Payout $1,008,102; paid in EUR, converted to USD at April 25, 2025 FX .
Design evolution:
- FY2025 changes: AOI weight increased to 50%; Revenue decreased to 30%; added strategic growth metrics; removed MBOs .
- FY2024 design included MBOs (Strategic/Leadership and DEI&B) totaling 20% and heavier emphasis on enterprise Revenue/AOI .
Long‑Term Equity – FY2025 Grants (mix and terms)
- Mix: President grants targeted at 70% PBRSUs / 30% RSUs (consistent with FY2024) .
- PBRSUs: 50% relative TSR vs Performance Peer Group over ~3 years; 50% Billings (three annual targets, averaged) with cliff vesting at end of 3‑year period .
- RSUs: Service‑vested—25% on May 15 of the year following grant, then quarterly over next 3 years (~4‑year total) .
| Award Type | Grant Date | Estimated Future Payouts – Target (#) | Fair Value ($) |
|---|---|---|---|
| RSU | 7/1/2024 | 19,193 | 2,416,207 |
| PBRSUT (TSR‑based) | 7/1/2024 | 22,391 | 3,988,061 |
| PBRSUB (Billings‑based) | 7/1/2024 | 22,391 | 931,084 |
PBRSU vesting result – FY2023 grants (certified May 16, 2025): Cernuda vested 59,493 shares based on Billings and relative TSR performance .
Equity Ownership & Alignment
Beneficial Ownership (as of July 16, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| César Cernuda | 54,425 (49,506 direct; 4,919 RSUs vesting within 60 days) | <1% (based on 200,098,883 shares) |
Policies and alignment:
- Stock ownership guidelines apply to Executive Vice Presidents; company states all covered executives were in compliance as of end of FY2025 .
- Post‑vest holding: PBRSUs/RSUs granted to covered executives subject to 12‑month post‑vest holding .
- Anti‑hedging and anti‑pledging: Prohibited for all employees and directors; pledging as loan collateral banned; short sales/derivatives prohibited under Insider Trading Policy .
- Clawbacks: Discretionary clawback plus mandatory clawback adopted Nov 15, 2023 (SEC/Nasdaq compliant) .
Outstanding equity awards (as of April 25, 2025; $88.45 per share):
| Award | Grant Date | Unvested RSUs (#/$) | Unearned PBRSUs (#/$) |
|---|---|---|---|
| RSU | 7/1/2021 | 2,232 / $197,420 | — |
| RSU | 7/1/2022 | 9,820 / $868,579 | — |
| RSU | 7/13/2023 | 15,807 / $1,398,129 | — |
| RSU | 7/1/2024 | 19,193 / $1,697,621 | — |
| PBRSU (TSR) | 7/13/2023 | — | 32,785 / $2,899,833 |
| PBRSU (Billings) | 7/13/2023 | — | 65,570 / $5,799,667 |
| PBRSU (TSR) | 7/1/2024 | — | 11,196 / $990,242 |
| PBRSU (Billings) | 7/1/2024 | — | 44,782 / $3,960,968 |
Vesting cadence implies ongoing quarterly RSU releases and a 3‑year PBRSU cliff, creating predictable but moderate supply; near‑term 60‑day issuances totaled 4,919 shares as of the record date .
Employment Terms
Change‑in‑Control (double‑trigger) benefits (NEOs other than CEO):
- Cash: 150% of annual base salary and 150% of target annual bonus; plus a prorated bonus (greater of target or accrual‑based actual) payable in lump sum upon termination within 24 months after CoC .
- Equity: Service‑vested RSUs vest as if 48 months of additional service; performance‑based awards accelerate 100% of then‑unvested portion per award terms (TSR and Billings metrics fixed at CoC) if not otherwise provided; if awards are not assumed/substituted, unvested awards accelerate and performance goals deemed achieved at target pro‑rata for elapsed period .
- COBRA: Not applicable to Cernuda (non‑U.S. employee) .
- Excise tax: “Best net” cutback/no gross‑ups .
Non‑CoC employment agreement (Cernuda):
- Termination without cause: 18 months of base salary plus target bonus for the fiscal year of termination, conditioned on signing/non‑revocation of company separation agreement; alternative statutory payout if release not signed (seven days per year of service up to six months) .
Estimated potential payments (as of April 25, 2025; $88.45 share price):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination other than for cause (pre‑CoC) | 3,743,185 | — | — | 3,743,185 |
| Involuntary termination other than for cause (on/within 24 months post‑CoC) | 3,762,710 | 17,084,914 | — | 20,847,623 |
Investment Implications
- Pay‑for‑performance alignment: High equity mix (PBRSUs 70% of annual grants for President) tied to relative TSR and Billings supports long‑term value creation; target grant value increased to $8.0M (+14.3% YoY), signaling retained strategic importance and equity‑centric incentives .
- Execution signals: FY2025 ICP paid ~98% of target with maximum Cloud Storage Revenue payout (200%) and zero ASA growth payout (0%), indicating momentum in cloud storage offset by block storage softness; supports focus on profitable growth (AOI near target) .
- Supply/insider pressure: Direct ownership is modest (<1% of shares) with predictable quarterly RSU vesting and 3‑year PBRSU cliffs; near‑term issuable RSUs within 60 days were 4,919 shares as of July 16, 2025—limited immediate selling pressure .
- Retention/transition economics: Robust double‑trigger CoC severance and significant equity acceleration could stabilize leadership through strategic events; non‑CoC protection (18 months salary + target bonus) reduces near‑term retention risk .
- Governance risk mitigants: Mandatory clawbacks, anti‑hedging/anti‑pledging, stock ownership guideline compliance, and 12‑month post‑vest holding for executives lower misalignment and governance risk .
- Track record/context: Realized PBRSU vesting (59,493 shares) and public recognition/partnership momentum (e.g., Gartner Customers’ Choice; NFL and Google Distributed Cloud collaboration statements) reflect customer validation and GTM leadership under Cernuda, though these are qualitative signals rather than financial metrics .
Net: Cernuda’s incentives are tightly coupled to TSR and Billings with stricter ICP design vs FY2024, encouraging profitable cloud growth; near‑term insider supply is modest, and contractual severance fosters continuity through corporate events while governance policies constrain misaligned behaviors.