Deborah Kerr
NetAppAbout 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 .