Gerald Held
NetAppAbout Gerald Held
Gerald Held, Ph.D., age 77, has served as an independent director of NetApp since 2009. He is a veteran data management executive and consultant; prior to retiring in 2024, he was CEO of Held Consulting Group and earlier served as Executive Chairman of Vertica Systems (acquired by HP). He holds a B.S. in Electrical Engineering (Purdue), M.S. in Systems Engineering (University of Pennsylvania), and Ph.D. in Computer Science (UC Berkeley) . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Held Consulting Group, LLC | Chief Executive Officer | Through 2024 | Strategic advisor to startups and public tech companies |
| Vertica Systems | Executive Chairman | 2006–2010 | Led analytic DB company to sale to Hewlett-Packard |
| Oracle Corporation | Executive roles | Not disclosed | Product/engineering leadership in database/software |
| Business Objects SA | Director/executive roles | Not disclosed | Business intelligence software leadership |
| Tandem Computers, Inc. | Executive roles | Not disclosed | High-availability systems experience |
| Openwave Systems Inc. | Executive roles | Not disclosed | Communications tech leadership |
| SingleStore (formerly MemSQL) | Director/executive roles | Not disclosed | Database management systems |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Informatica Corporation (NYSE: INFA) | Director | 2008–present | Public company directorship |
| Copia Holding USA Company (private) | Director | 2024–present | Private company board |
Board Governance
- Committee assignments: Talent and Compensation Committee member; the TC held 7 meetings in fiscal 2025 (Chair: Scott F. Schenkel) .
- Independence: Board has determined all non-employee directors (including Dr. Held) are independent; all Audit, Talent & Compensation, and Corporate Governance & Nominating committees are fully independent .
- Attendance: Board held 5 meetings and committees held 25 meetings in fiscal 2025; overall attendance was 94.83%. All directors attended at least 75% of meetings during their service periods .
- Engagement: The company conducted outreach to stockholders representing ~60% of shares; engaged investors representing ~17% of shares, with topics including board skills/refreshment, executive pay, and sustainability .
- Board leadership: Independent Chair (T. Michael Nevens); CEO is not Chair .
Fixed Compensation (Director)
| Component (FY2025) | Amount (USD) |
|---|---|
| Cash Fees | $90,000 |
| Stock Awards (RSUs, grant-date fair value) | $270,075 |
| Options | None |
| Total | $360,075 |
Additional details:
- RSU grant: 2,377 RSUs granted Sept 11, 2024 (annual director grant) .
- Unvested RSUs as of Apr 25, 2025: 2,377 .
- Vesting: Standard non-employee director RSUs vest in full on the day immediately preceding the next annual meeting following grant .
- Program calibration: Effective as of the 2025 Annual Meeting, annual director equity grant value increased from $275,000 to $285,000 (Chair from $350,000 to $360,000) to align with peer median .
- Program structure: No perquisites; mix emphasizes equity; Committee Chairs receive additional fees (not itemized in proxy); no performance-based equity for directors .
Performance Compensation
- Non-employee directors do not receive performance-based equity awards; director equity is service-vested RSUs only .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Informatica Corporation | Public company board | No related-party transactions involving Dr. Held disclosed by NetApp . |
Board limits on outside board service: non-employee directors should serve on no more than four public company boards; all directors are in compliance as of the proxy date .
Expertise & Qualifications
- Board skills (per skills matrix/biography): Strategy, Technology, Executive Leadership, Sales & Marketing, Human Capital Management; 40+ years in data management across startups and large-cap tech .
- Industry credibility: Led Vertica Systems through successful sale; deep product and market insight in databases/analytics .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 64,986 shares (<1% of outstanding) |
| Composition | 20,907 shares held directly; 44,079 RSUs vested or vesting within 60 days but deferred until separation of service |
| Ownership Guidelines | Directors are subject to stock ownership guidelines; as of FY2025, all directors except two recent appointees met guidelines (Dr. Held meets) |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company stock by directors and employees |
Note: Beneficial ownership percentages are based on 200,098,883 shares outstanding as of July 16, 2025 .
Governance Assessment
- Alignment: Compensation mix (cash + service-vested RSUs) promotes alignment; compliance with ownership guidelines strengthens “skin-in-the-game” .
- Independence & oversight: Independent status, service on the Talent & Compensation Committee, and strong board attendance metrics support governance quality .
- Shareholder sentiment: Say-on-Pay support of ~95% in 2024 and ongoing investor outreach indicate constructive engagement and acceptance of compensation governance .
- Conflicts/red flags: No related-party transactions involving Dr. Held disclosed; anti-hedging/pledging policies in place; no director perquisites; no option repricing under equity plan .
- Program changes: Modest upward adjustment to director equity grant value (2025) to remain near peer median; not indicative of pay inflation beyond market alignment .
RED FLAGS: None disclosed specific to Dr. Held (no related-party dealings, no pledging/hedging, attendance thresholds met at board level, and no director performance equity or option repricing) .
Appendices
Committee Snapshot (FY2025)
| Committee | Role | Meetings (FY2025) |
|---|---|---|
| Talent & Compensation | Member | 7 meetings |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~95% “FOR” (excluding broker non-votes) .
- FY2025 outreach: Invited ~60% of shares; engaged ~17%; topics included board skills/refreshment, executive pay, sustainability .