June Yang
Director at NTAP
Board
About June Yang
Independent director at NetApp (NTAP), age 51, serving since 2024 with deep technology leadership in AI, cloud infrastructure, and software products. Prior roles include Vice President, Cloud AI & Industry Solutions at Google Cloud (Oct 2021–Dec 2023) and VP/GM, Compute & ML Infrastructure (Oct 2019–Oct 2021), preceded by senior engineering and product roles at VMware; education includes Stanford GSB (M.S., Management), UC Berkeley (M.S., Chemical Engineering), and Caltech (B.S., Chemical Engineering) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | VP, Cloud AI & Industry Solutions | Oct 2021–Dec 2023 | Led enterprise AI solutions and go-to-market for cloud AI |
| Google Cloud | VP & GM, Compute and ML Infrastructure | Oct 2019–Oct 2021 | Product leadership for ML infrastructure; scaled cloud compute |
| VMware | VP, Engineering & Product Management, VMware Cloud on Dell EMC | Pre-2019 (most recent role at VMware) | Drove product/engineering for hybrid cloud offerings |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MSCI Inc. | Director | 2024–present | Audit Committee member |
| UiPath, Inc. | Director | 2024–present | Audit Committee member |
| Ahead Technology (private) | Director | 2024–present | — |
| SRS Distribution, Inc. (private) | Director | 2022–2024 | — |
| Brighton Park Capital | Senior Advisor | Current | — |
Board Governance
- Committee assignments: Member, Talent and Compensation Committee (TC); TC held 7 meetings in fiscal 2025 and is composed entirely of independent directors .
- Independence and attendance: NetApp’s Board reported 94.83% overall attendance in fiscal 2025; all directors attended at least 75% of Board and committee meetings; all committee members are independent under Nasdaq rules .
- Board structure: Chair is independent; Board separation of Chair and CEO; three standing committees (Audit, TC, Corporate Governance & Nominating) with 100% independent members .
- Say-on-Pay + investor engagement: 2024 Say-on-Pay approval ~95%; formal outreach to holders of ~60% of shares with continued support for compensation structure .
- Related party oversight: Corporate Governance & Nominating Committee reviews and approves related person transactions; independence determinations include review of transactions tied to director associations (e.g., ongoing Google Cloud business assessed as arm’s-length and not a related person transaction) .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($, grant-date FV) | Options ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 22,500 | 270,075 | — | 270,075 |
| Grant | Grant Date | RSUs (shares) | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (re-elected directors) | Sep 11, 2024 | 2,377 | Service-vest; vest upon continuous service through day immediately preceding next Annual Meeting | Non-employee directors’ equity consists of service-vested RSUs (no performance-based equity) |
Program structure:
- Outside director equity grants set at fixed dollar values; as of 2025, increased to $285,000 for directors and $360,000 for Chair effective 2025 Annual Meeting (for 2026 grants) .
- Deferral: Directors may elect to defer payout of vested RSUs to a specified future date, separation, or change of control (Section 409A compliant) .
- No options outstanding for non-employee directors in FY2025 .
- No perquisites for non-employee directors .
- Plan guardrails: Outside director annual cap $1,000,000; no dividend payments on unvested awards; no exchange program .
Performance Compensation
| Component | Performance Metrics | Weighting | Payout Basis |
|---|---|---|---|
| None for non-employee directors | Directors do not receive performance-based equity awards | N/A | N/A |
Other Directorships & Interlocks
| Company | Relationship to NTAP | Potential Interlock/Conflict |
|---|---|---|
| MSCI Inc. | Unrelated industry (index/analytics) | None disclosed; in compliance with “limit on other boards” policy |
| UiPath, Inc. | Unrelated industry (software automation) | None disclosed; in compliance with “limit on other boards” policy |
Board service limits: Non-employee directors capped at four public company boards; all directors are in compliance .
Expertise & Qualifications
- Demonstrated expertise: Financial, technology, cybersecurity, strategy, executive leadership, sales & marketing, human capital management (per Board skills matrix) .
- Qualitative credentials: Proven technology executive with extensive AI, cloud and digital leadership; operational experience in transformations and risk/change management in complex environments .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| July 16, 2025 | — (0) | <1% | Footnote: Excludes 2,377 RSUs vesting within 60 days of July 16, 2025 that were deferred to June 1, 2028 |
- Unvested RSUs held (as of Apr 25, 2025): 2,377 shares .
- Stock ownership guidelines: Directors have five years to comply; all directors except Ms. Yang and Mr. Pelzer were compliant as of end FY2025; Ms. Yang appointed Sep 2024 with compliance due by 2029 .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging by employees and Board members .
Insider Trades
| Filing Date | Transaction Date | Form | Type | Shares | Price ($) | Post-Transaction Ownership (reported) | Source |
|---|---|---|---|---|---|---|---|
| 2025-09-11 | 2025-09-10 | 4 | A (RSU award) | 2,307 | 0 | 2,307 | |
| 2024-09-12 | 2024-09-11 | 4 | A (RSU award) | 2,377 | 0 | 2,377 | |
| 2024-09-12 | 2024-09-11 | 3 | Initial Statement | — | — | — |
Governance Assessment
-
Strengths
- Independence and committee service: Independent TC member; TC oversees executive pay, human capital, and succession, uses an independent consultant (Meridian) and meets independently of management .
- Board engagement: Strong overall attendance (94.83%), executive sessions, robust self-evaluation process, and active shareholder outreach; 2024 Say-on-Pay ~95% indicates investor confidence .
- Risk and ethics: Prohibitions on hedging/pledging, formal related party review, and clear equity plan guardrails (no exchanges; outside director cap) .
-
Watch items
- Ownership alignment near term: As a recently appointed director, beneficial ownership was zero at the July 2025 record date, though RSUs are outstanding and deferral elections exist; she has until 2029 to meet ownership guidelines .
- Committee leadership transition: TC Chair change expected after Mr. Schenkel’s departure—board intends to appoint a new TC Chair; monitor for continuity in compensation oversight .
-
RED FLAGS
- None disclosed specific to Ms. Yang: No related-party transactions, no pledging/hedging, no perquisites, and no performance equity for directors (limits risk of pay-for-performance misalignment at director level) .
-
Compensation program signals
- Equity emphasis and market alignment: Director equity values increased modestly in 2025 to maintain median peer competitiveness; continued fixed-value annual RSUs vesting over one-year service window supports alignment without short-term performance gaming .