Gerald Held

About 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 .