Deborah Kerr
Director at NTAP
Board
About Deborah L. Kerr
Deborah L. Kerr, age 53, is an independent director of NetApp (NTAP) serving since 2017. She is Managing Director and Co-Head of Value Creation at Warburg Pincus (since 2019; joined as Senior Advisor in 2017) and previously served as EVP and Chief Product & Technology Officer at Sabre (2013–2017) and FICO (2009–2012). Education: B.A. Psychology (California State University, Northridge) and M.S. Computer Science (Azusa Pacific University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director; Co-Head of Value Creation | 2019–present | Value creation leadership across portfolio |
| Sabre Corporation | EVP, Chief Product & Technology Officer | 2013–2017 | Led product/technology; transformation execution |
| FICO | EVP, Chief Product & Technology Officer | 2009–2012 | Product/technology leadership in analytics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group Plc | Director | 2022–present | Member: Audit and Technology Committees |
| Chico’s FAS, Inc. | Director | 2017–2024 | — |
| EXLService Holdings | Director | 2015–2021 | — |
| International Airlines Group | Director | 2018–2020 | — |
| Certified Group (private) | Director | 2024–present | — |
| defi Solutions (private) | Director | 2020–present | — |
| TRC (private) | Director | 2022–present | — |
| GA Foods (private) | Director | 2021–2023 | — |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; all Audit, Talent & Compensation, and Corporate Governance & Nominating (CGN) members are independent .
- Committee membership: Kerr is a member of the Audit Committee (not Chair) .
- Engagement and attendance: Overall Board and committee attendance was 94.83%; 5 Board and 25 committee meetings in fiscal 2025; all directors attended at least 75% .
- Board leadership: Independent Chair; regular executive sessions of independent directors .
- Stockholder outreach: Program reached out to holders of ~60% of shares; engagement with ~17% of shares post meeting; topics included Board refreshment and executive pay .
- Limits on other boards: Non-employee directors capped at four public boards; all directors in compliance .
Fixed Compensation
| Component | Fiscal 2025 Amount (USD) |
|---|---|
| Annual cash fees (Board + committee) | $95,000 |
| Stock awards (RSUs; grant-date fair value) | $270,075 |
| Options | — (none outstanding) |
| Total | $365,075 |
| RSU Grant Detail | Grant Date | Shares | Vesting |
|---|---|---|---|
| Annual RSU (re-elected director) | Sep 11, 2024 | 2,377 | Vests upon continuous service through the day immediately preceding the next Annual Meeting following grant |
Policy features:
- Director equity grants are fixed value; Chair receives higher value; no perquisites; mix emphasizes equity .
- Effective with 2025 Annual Meeting, annual director RSU values increase to $285,000 (directors) and $360,000 (Chair) to align with peer median ; contemplated 2026 director grants aggregate $2,355,000 for 9 directors (22,608 units estimated) .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based awards to directors | None; non-employee directors do not receive performance-based equity |
| Performance metrics tied to director pay | N/A |
Other Directorships & Interlocks
- Current public board: Vodafone Group Plc; Audit/Technology committee member .
- Private equity role: Warburg Pincus MD/Co-Head of Value Creation; Board reviews independence and potential conflicts for directors and associated entities as part of annual independence determination .
- Board service limits: In compliance (≤4 public boards) .
Expertise & Qualifications
- Skills matrix shows Kerr brings Financial, Executive Leadership, Human Capital, Strategy, Sales & Marketing, Cybersecurity, Technology, and Risk Management expertise .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 30,509 |
| Ownership as % of shares outstanding | Less than 1% (Class basis) |
| Direct/common shares held | 22,676 |
| RSUs vesting within 60 days (issuable) | 2,377 |
| Vested RSUs deferred until separation | 5,456 |
| Unvested RSUs at 4/25/2025 | 2,377 |
| Options outstanding | None (for non-employee directors as of 4/25/2025) |
| Ownership guideline compliance | All directors (except newly appointed Yang and Pelzer) met guidelines as of fiscal 2025; independent directors have stock ownership guidelines (multiple of cash board retainer) |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited; transactions require pre-clearance under Insider Trading Policy |
Governance Assessment
- Strengths:
- Independent director with deep technology and product leadership; Audit committee membership supports financial oversight .
- Strong engagement and attendance metrics at the Board level (94.83% overall) .
- Ownership alignment: meaningful holdings and RSUs; compliance with director ownership guidelines; anti-hedging/pledging policies strengthen alignment .
- Director pay structure emphasizes equity; no performance-based equity for directors; no perquisites; capped annual director compensation under the 2021 Plan .
- Compensation oversight uses independent consultant (Meridian); pay practices benchmarked to peer group .
- Say-on-Pay support: ~95% approval in 2024 indicates investor support for compensation governance .
- Watchpoints:
- Private equity leadership (Warburg Pincus) and multiple external directorships warrant continued monitoring for potential related-party exposures; Board reviews and approves related person transactions and director conflicts .
- Audit Committee membership implies heightened independence standards (met) and time commitment; continued compliance with Board service limits confirmed .
- RED FLAGS:
- None explicitly identified in reviewed disclosures (no pledging or hedging allowed; no director perquisites; no repricing of equity awards under the plan; double-trigger change-in-control practices) .
Notes on Shareholder Votes and Policies
- Annual meeting proposals included director elections, Say-on-Pay (Board recommended FOR), auditor ratification, equity plan amendments, and a special meeting proposal (Board recommended AGAINST) .
- Stockholder rights: proxy access; right to call special meetings and act by written consent; robust governance guidelines .
Appendix: Committee Overview (for context)
- Audit Committee (10 meetings in fiscal 2025): oversight of financial reporting, internal controls, ERM, and cybersecurity; all members independent; Ahuja (Chair), members include Nevens, Gustafsson, Kerr, Pelzer .
- Talent & Compensation Committee (7 meetings): executive/director pay, human capital oversight; all members independent .
- Corporate Governance & Nominating Committee (8 meetings): governance policies, director nominations, conflicts review; all members independent .