George Kurian

About George Kurian

George Kurian is Chief Executive Officer of NetApp and has served on the Board since 2015. He is 58 years old, holds a B.S. in Electrical Engineering from Princeton and an M.B.A. from Stanford, and also serves on The Cigna Group’s board (since 2021) . Under his leadership, NetApp delivered record fiscal 2025 results with $6.57B in net revenues (+4.9% YoY), $1.34B operating income (+10.1% YoY), GAAP EPS $5.67 (+22.5% YoY), and $1.51B operating cash flow (−10.6% YoY), while returning ~$1.57B to shareholders; management highlighted all-time highs for revenue, gross profit, operating margin, and operating profit . In FY25 incentive design, payout tied to AOI, Revenue, and strategic growth metrics produced a below‑target annual cash bonus outcome (98.1% of target) and three‑year PBRSUs earned at 81.15% (TSR 73.68% and Billings 88.61%), indicating pay outcomes calibrated to performance .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY25 annual incentive payout equaled 98.1% of target (applies to all eligible NEOs, including CEO) .
• “Annual ICP” performance metrics and weights (FY25): AOI 50%, Revenue 30%, Cloud Storage Revenue 10%, ASA (Block) Revenue Growth 10% .

Performance Compensation

• Annual incentive (FY2025) outcomes:

  • AOI (50% weight): 99.0% payout; weighted 49.5% .
  • Revenue (30% weight): 95.3% payout; weighted 28.6% .
  • Cloud Storage Revenue (10% weight): 200% payout; weighted 20.0% .
  • ASA (Block) Revenue Growth (10% weight): 0% payout; weighted 0% .
  • Total payout: 98.1% of target .

• Long-term incentives (PBRSUs):

  • Structure: 50% relative TSR vs Performance Peer Group over ~3 years; 50% Billings measured annually over three years; vest at end of 3-year period to extent earned .
  • FY2023–FY2025 PBRSUs (performance period ended FY25): Final payout 81.15% (TSR 73.68% weighted 36.84%; Billings 88.61% weighted 44.31%). Kurian shares vested: 112,003 .
  • FY2025 equity mix: CEO 75% PBRSUs / 25% RSUs; RSUs vest 25% on May 15 following grant year, then quarterly over 3 years (~4-year total) .

Program design and governance:

• No stock options are granted; no option repricing or cash‑outs .
• Clawbacks: Discretionary clawback (3‑year lookback) plus mandatory Dodd‑Frank‑compliant clawback; applies to cash and equity (time‑ and performance‑vested) .

Equity Ownership & Alignment

Implications:

• Continuous quarterly RSU vesting (post‑May 15 anniversary) may create periodic selling/withholding flows, but prohibited pledging/hedging and ownership guidelines support alignment .

Employment Terms

• General severance (outside change‑of‑control): CEO eligible for 18 months’ base salary, benefits continuation for 18 months, and prorated annual bonus based on actual performance (per NetApp Severance Guidelines) .
• Change‑of‑control economics (double‑trigger within 24 months):
  • Cash: 200% of base salary + 200% of target annual bonus; plus a prorated bonus equal to the greater of target or accrued actual for the year of termination .
  • Equity: Service‑based awards vest as if 48 months forward; performance‑based equity fully accelerated (unless award agreement provides otherwise) with performance measured per plan; extended option exercise window (if applicable) .
  • Benefits: COBRA reimbursement up to 24 months for CEO .
  • No excise tax gross‑ups; best‑net cutback applies .
• Clawbacks: Discretionary and mandatory (Dodd‑Frank/Nasdaq) policies apply to officers .
• Insider Trading Policy: Robust pre‑clearance, and bans short sales/derivatives/margin loans .

Board Governance and Director Service

• Board role: CEO and director since 2015; not independent (the only non‑independent director) .
• Chair/CEO split: Independent Chair (T. Michael Nevens); separation intended to enhance oversight; all three standing committees are fully independent .
• Committees: As CEO, Kurian is not listed on Audit, Talent & Compensation, or Corporate Governance & Nominating committees .
• Board engagement and attendance: Overall FY2025 attendance 94.83% across 5 Board and 25 committee meetings .
• Director pay: Employee directors (including CEO) receive no director compensation .

Performance & Track Record

Pay versus performance context:

• FY2025 “Compensation Actually Paid” to CEO reflects mark‑to‑market of equity; the PVP table shows Company TSR and Adjusted Operating Income as key performance links (Value of initial $100 investment shown for context) .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: ~95% FOR, indicating strong investor support; committee maintained core program with targeted adjustments (e.g., ICP metric weights) .

Compensation Peer Group (Benchmarking)

• FY2025 Compensation Peer Group included Adobe, Akamai, Arista Networks, Cadence Design Systems, F5, Fortinet, HPE, Intuit, Juniper, Keysight, Nutanix, Palo Alto Networks, Pure Storage, Salesforce, Seagate, ServiceNow, Splunk, VMware, Western Digital, Workday (Cadence, Fortinet, Keysight added; Citrix and Gen Digital removed) .
• The committee benchmarks across multiple percentiles (25th/50th/65th/75th) with judgment layered for role scope, performance, and internal equity .

Equity Plans, Vesting & Insider Selling Pressure

Compliance & Risk Controls

• Anti‑hedging and anti‑pledging policy; robust insider trading controls .
• Stock ownership guidelines; CEO compliant as of FY25 year‑end .
• Clawbacks in place (discretionary and mandatory) .
• No options; no repricing; no tax gross‑ups; double‑trigger CoC vesting only .

Investment Implications

• Pay‑for‑performance: FY25 annual bonus paid slightly below target despite strong results; three‑year PBRSUs at 81.15% underline discipline—suggesting limited windfall risk and alignment with shareholder outcomes .
• Retention and selling pressure: Substantial unvested RSUs/PBRSUs plus quarterly vesting cadence create predictable liquidity events, but anti‑pledge policy and ownership guidelines mitigate misalignment risk; CEO ownership remains <1% of outstanding shares .
• Change‑of‑control protections: CEO’s CoC severance (2x salary + 2x bonus; broad equity acceleration; 24 months COBRA) is competitive; structure is double‑trigger and includes best‑net cutback, limiting 280G overhang—neutral for M&A optionality .
• Governance mitigants: Independent Chair, fully independent committees, strong say‑on‑pay support, and clawback/anti‑hedge/pledge policies reduce governance risk associated with CEO dual role as director .
• Execution track record: Record FY25 revenue/profitability, focused capital returns (~$1.57B), and AI momentum (5x growth; ~150 deals in FQ4) support confidence in strategy and durability of cash generation; watch cloud/storage mix and Billings trajectory embedded in PBRSUs for forward signal .