Syam Nair
About Syam Nair
Executive Vice President and Chief Product Officer at NetApp since July 7, 2025, leading global product and engineering across hybrid cloud and AI offerings . He previously served as CTO and EVP of R&D at Zscaler and held senior product and data-platform leadership roles at Salesforce (Data Cloud/Agentic) and Microsoft (Azure data services); he holds a master’s in computer science from Goa University and an MBA from Indiana University Kelley School of Business . Company performance context: FY2025 delivered records with $6.57B revenue (+4.9% YoY), $1.34B operating income (+10.1% YoY), and non-GAAP EPS $7.25 (+12.2% YoY) ; long‑term incentives linked to three‑year PBRSUs paid 81.15% with TSR at the 37th percentile and Billings average at 88.61% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zscaler | Chief Technology Officer; EVP, R&D | 2023–2025 | Scaled the Zero Trust Exchange and integrated AI/ML to handle hundreds of billions of daily inline transactions |
| Salesforce | EVP/Product & Engineering (Tableau, Data Cloud/Agentic, Einstein AI, Automation/Flow) | Not disclosed | Led hyperscale data cloud and next‑gen agentic platform innovations, advancing AI-powered customer engagement |
| Microsoft | Leadership team for globally distributed Azure data services | Not disclosed | Built and expanded planet‑scale Azure data services infrastructure |
External Roles
No public company directorships disclosed for Nair in NetApp filings or company site. Skip if not disclosed.
Fixed Compensation
Not disclosed in FY2025 proxy (Nair joined after FY2025 year-end and is not included among FY2025 NEOs) .
Compensation framework applicable to EVPs at NetApp:
- Stock ownership guidelines apply to Executive Vice Presidents, with a five‑year compliance window; counted shares include 50% of unvested RSUs, outright/family-held, trust-held, and vested RSUs deferred under company plans .
- 12‑month post‑vest holding period for NEOs; shares may not be sold/pledged before the 12‑month anniversary, change in control, death/disability, or if no longer an NEO .
- Clawbacks: mandatory SEC/Nasdaq-compliant clawback and discretionary recoupment covering cash and equity (time- and performance-vesting) .
- Anti‑hedging and anti‑pledging: prohibited for all employees and directors .
Performance Compensation
Annual ICP structure (company program applicable to EVPs):
| Metric | Weighting | FY2025 Target vs Actual | FY2025 Payout (% of Target) | Notes |
|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | Slightly below target | 99.0% (weighted 49.5%) | Increased weight vs prior year; focus on profitable growth |
| Revenue | 30% | Below target | 95.3% (weighted 28.6%) | Weight decreased vs prior year |
| Cloud Storage Revenue | 10% | Exceeded maximum | 200.0% (weighted 20.0%) | Strategic growth metric added in FY2025 |
| ASA (Block Storage) Revenue Growth | 10% | Below threshold | 0.0% | Strategic growth metric added in FY2025 |
PBRSU long-term incentive design (fiscal 2025 grants):
| Component | Weighting | Measurement Period | Vesting Mechanism | FY2023 Grant Performance/Payout |
|---|---|---|---|---|
| Relative TSR vs Performance Peer Group | 50% | ~3 years | Earned at end of period based on percentile ranking | TSR annualized 5.10%; 37th percentile; payout 73.68% (weighted 36.84%) |
| Billings (three annual targets) | 50% | FY2023–FY2025 | Average of annual results; earned shares vest at end of period | FY23: 92.17%→60.85%; FY24: 99.71%→98.53%; FY25: 100.97%→106.45%; weighted payout 44.31% |
Service‑vested RSUs (retention):
- Annual RSUs vest 25% after 1 year, then quarterly over next 3 years (4‑year total); new-hire RSUs generally vest in 3 equal annual installments .
Note: Nair was not part of the FY2025 ICP or FY2023 PBRSU cycle given his July 2025 start; the tables reflect program design and company performance applicable to EVP roles .
Equity Ownership & Alignment
| Policy/Metric | Detail |
|---|---|
| Ownership Guidelines | Minimum stock ownership applies to CEO and EVPs; five years to comply; counted shares include 50% of unvested RSUs, outright/family-held, trust-held, and vested RSUs deferred under company plans . |
| Post‑Vest Holding | 12‑month mandatory holding for NEOs before sale/transfer/pledge; exceptions for CoC, death/disability, or status change; enforcement via legends/escrow . |
| Anti‑Hedging/Pledging | Hedging and pledging of NetApp securities prohibited for all employees/directors . |
| Clawbacks | Mandatory SEC/Nasdaq clawback policy and discretionary recoupment covering cash and equity awards . |
| Beneficial Ownership (Group) | All current directors, nominees, and executive officers as a group: 562,821 shares; <1% of class (200,098,883 shares outstanding as of July 16, 2025) . |
| Change‑in‑Control (Equity) | If awards are not assumed/substituted, options/SARs become exercisable, RSUs/performance awards’ restrictions lapse; performance awards deemed achieved at target on prorated portion; otherwise assumed/substituted with appropriate adjustments . |
Individual ownership for Nair is not itemized in the FY2025 proxy; he is included within “current executive officers as a group” .
Employment Terms
| Topic | Economics/Terms |
|---|---|
| Severance Guidelines (SVP+ incl. NEOs) | Involuntary termination without cause: cash severance equal to months of base salary (CEO: 18 months; other NEOs: 12 months), benefits continuation (CEO: 18 months; other NEOs: 12 months), outplacement, pro‑rated annual cash bonus based on actual performance; forfeiture of unvested RSUs/PBRSUs for termination for cause . |
| Retirement Treatment | Pro‑rated annual cash bonus (actual performance), pro‑rated vesting of RSUs and PBRSUs (actual performance through retirement date), possible transition pay . |
| Voluntary Termination | Consideration for transition pay; no cash severance, benefits continuation, outplacement, or annual bonus; all unvested RSUs/PBRSUs forfeited . |
| Change‑in‑Control (Severance Agreements) | Double‑trigger: termination without cause or resignation for good reason on or within 24 months after CoC → specific benefits; outside CoC window or voluntary termination without good reason → only standard plans/agreements apply . |
| Equity Plan Controls | No single‑trigger acceleration under plan; no repricing without shareholder approval; no liberal CoC definition; no dividends/div equivalents on unvested awards; no discounted options . |
Investment Implications
- Alignment: Strong governance (12‑month post‑vest holding, clawbacks, anti‑hedging/pledging) suggests low risk of short‑term selling pressure from NEOs and tighter pay‑for‑performance alignment across cash ICP and PBRSUs .
- Retention risk: EVP‑level severance protections and RSU/PBRSU structures favor retention; double‑trigger CoC treatment reduces windfall risk while preserving continuity in transactions .
- Performance linkage: ICP and PBRSUs tie pay to AOI, revenue, cloud/ASA growth, Billings and relative TSR; FY2025 program delivered near‑target payouts overall but penalized weak ASA growth, underscoring discipline on strategic mix .
- Execution lens: Nair’s background in hyperscale data platforms (Azure, Salesforce Data Cloud) and large-scale security clouds (Zscaler) aligns with NetApp’s AI/AFX roadmap; October 2025 product launches show his messaging on unified AI Data Engine and disaggregated ONTAP storage with NVIDIA acceleration .