Frank Pelzer
Director at NTAP
Board
About Frank Pelzer
Independent director (appointed March 2025) and Audit Committee member at NetApp. Age 54. Currently Chief Operating Officer of Spotnana (since Jan 2025); previously CFO of F5 (May 2018–Nov 2024), President & COO of SAP’s Cloud Business Group, and CFO of Concur, after a decade in investment banking at Deutsche Bank and Credit Suisse. Audit Committee Financial Expert under SEC rules. Education: Dartmouth College (B.A.) and Tuck School of Business (M.B.A.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotnana | Chief Operating Officer | Jan 2025–present | Operations leadership at a travel infrastructure provider |
| F5, Inc. | Chief Financial Officer | May 2018–Nov 2024 | Public-company CFO, security/app services domain |
| SAP (Cloud Business Group) | President & COO | — | Cloud/SaaS operating leadership |
| Concur | Chief Financial Officer | — | Finance leadership at enterprise SaaS |
| Deutsche Bank; Credit Suisse | Investment banking leadership roles | — | Capital markets/advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freshworks Inc. (public) | Director | 2023–present | Current other public company directorship |
| Direct Travel (private) | Director | 2024–present | Private company directorship |
| Duck Creek Technologies (public) | Director | 2019–2023 | Prior public board |
| Benefitfocus (public) | Director | 2013–2022 | Prior public board |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert by the Board. Audit Committee held 10 meetings in fiscal 2025; Pelzer joined the committee upon his March 2025 appointment .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq/SEC standards; committee memberships (including Audit) comprised solely of independent directors .
- Appointment and refreshment: Appointed in March 2025 after an independent third‑party search and CGN Committee recommendation based on skills alignment; standing for election for the first time at the 2025 annual meeting .
- Attendance/engagement: All directors attended at least 75% of Board and committee meetings during the periods they served in fiscal 2025; Board held 5 meetings in fiscal 2025. Independent directors meet in executive session regularly .
- Skills: Board skills matrix highlights Pelzer’s strengths in finance, executive leadership, human capital, strategy, sales/marketing, technology, and risk management .
Fixed Compensation
| Item | FY 2025 Amount | Notes |
|---|---|---|
| Cash fees | $0 | No cash retainer recorded for Pelzer in FY 2025 due to March 2025 appointment timing |
| Stock awards (grant-date fair value) | $135,947 | Service‑vested RSUs under 2021 Plan; accounting value per ASC 718 |
| Options | — | No outstanding options for non‑employee directors as of Apr 25, 2025 |
| Total | $135,947 | — |
RSU grants (director program details and Pelzer’s grants):
- Initial appointment grant: 1,456 RSUs on March 25, 2025; vests upon continuous service through the day before the next annual meeting .
- FY2025 director equity policy: Standard annual grant $275,000 ($350,000 for Chair) pre‑2025 meeting; effective 2025 annual meeting, increased by $10,000 to $285,000 for directors ($360,000 for Chair) to align with peer median .
| Grant Date | Shares | Instrument | Vesting |
|---|---|---|---|
| Mar 25, 2025 | 1,456 | RSUs | Vest at the day immediately preceding the next annual stockholders meeting following grant date |
Performance Compensation
- Non‑employee directors do not receive performance‑based equity; annual director equity awards are service‑vested RSUs only. No meeting fees or performance metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Relationship to NTAP | Potential Interlock/Conflict Observation |
|---|---|---|
| Freshworks Inc. (public) | Independent director role only | No related‑party transactions disclosed; Board considered transactions and determined independence |
| Direct Travel (private) | Independent director role only | No NTAP related‑party transactions disclosed |
- Related‑party review: CGN Committee reviews/approves related person transactions; none disclosed involving Pelzer. Ongoing business with Google Cloud (CEO’s brother employed there) is arms‑length and not a related person transaction; included here for governance context .
- Board overboarding policy: Non‑employee directors limited to four public boards; all directors in compliance .
Expertise & Qualifications
- Audit Committee Financial Expert; 30+ years across finance, banking, investor relations, and operating leadership in high‑growth tech and cloud/SaaS .
- Education: Dartmouth (B.A.), Tuck (M.B.A.) .
- Board skills coverage includes finance, strategy, technology, risk management, human capital, and go‑to‑market .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Jul 16, 2025) | 1,456 shares; less than 1% of class. Consists of 1,456 shares issuable upon vesting within 60 days of the record date . |
| Unvested RSUs (as of Apr 25, 2025) | 1,456 unvested RSUs outstanding . |
| Options | None outstanding for non‑employee directors as of Apr 25, 2025 . |
| Pledging/Hedging | No pledging disclosed for Pelzer; footnote lists only RSUs vesting/issuable . |
| Ownership guidelines | Directors subject to stock ownership guidelines; new directors have five years to comply. Pelzer not yet required to meet guidelines until 2030 (appointed Mar 2025) . |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Shares | Post‑Txn Holdings | Filing URL |
|---|---|---|---|---|---|
| Sep 10, 2025 | Award/Grant (A) | RSUs | 2,307 | 2,307 | https://www.sec.gov/Archives/edgar/data/1002047/000119312525201397/0001193125-25-201397-index.htm |
| Sep 9, 2025 | Exempt conversion (M) | Common Shares (from RSU vest) | 1,456 | 1,456 | https://www.sec.gov/Archives/edgar/data/1002047/000119312525201397/0001193125-25-201397-index.htm |
Notes:
- The Sep 9 transaction aligns with settlement of Pelzer’s initial 1,456 RSU appointment grant. The Sep 10 award aligns with the post‑annual‑meeting automatic annual equity grant program for non‑employee directors (Form 4 details above).
Governance Assessment
- Strengths: Independent director with deep public‑company CFO and cloud/SaaS operating experience; designated Audit Committee Financial Expert; member of Audit Committee with robust risk oversight mandate; equity‑heavy director pay and ownership guidelines support alignment; all directors met ≥75% attendance while serving in FY2025 .
- Compensation/Alignment: No director perquisites; no performance‑based director equity; new‑director equity grant and annual equity awards with one‑year service vesting; deferral available for cash and RSU payouts; 2025 increase to director equity value modest and peer‑aligned .
- Conflicts/Red Flags: No related‑party transactions disclosed involving Pelzer; Board independence affirmations consider transactions linked to directors; Section 16 compliance notes late filings for certain executives/directors not including Pelzer. Board overboarding policy in place and in compliance .
RED FLAGS to monitor: None disclosed specific to Pelzer. Continue to monitor for any future related‑party transactions involving companies where Pelzer serves (e.g., Freshworks, Direct Travel) and for any hedging/pledging disclosures in future filings .