T. Michael Nevens

About T. Michael Nevens

Independent Chair of NetApp’s Board since June 2015; director since 2009. Age 75. Senior Advisor Emeritus to Permira Funds since January 2023 (Senior Advisor from January 2006 to December 2023). Spent 23 years at McKinsey & Company leading the Global High Tech Practice and served on the McKinsey Global Institute board. Currently a director at Ciena Corporation. Core credentials include financial acumen, technology strategy, executive leadership, risk oversight, and governance expertise.

Past Roles

Organization	Role	Tenure	Committees/Impact
Permira Funds	Senior Advisor (then Senior Advisor Emeritus)	Senior Advisor: Jan 2006–Dec 2023; Emeritus since Jan 2023	Brings investor perspective; technology growth and competitive strategy expertise to NTAP’s board
McKinsey & Company	Leader, Global High Tech Practice; Chair, IT vendor relations committee; Board member, McKinsey Global Institute	23 years	Deep enterprise tech advisory, strategic planning, and market insight foundation
NetApp, Inc.	Chair of the Board	Chair since June 2015; Director since 2009	Oversees board agendas, executive sessions, consultant retention; independent oversight structure

External Roles

Organization	Role	Tenure	Committees/Impact
Ciena Corporation	Director	2014–present	Telecom equipment and software; governance and tech market insights
Longbow Technology (Private)	Director	2019–2024	Private tech board experience; operational and growth guidance

Board Governance

Independence: Board determined Nevens is independent; he serves as an independent Chair. Eight of nine NTAP nominees are independent; all Audit, Talent & Compensation (TC), and Corporate Governance & Nominating (CGN) members are independent.
Committee assignments: Audit Committee member; CGN Committee Chair; signs chair letter to stockholders. Audit met 10 times; CGN met 8; TC met 7 in FY25.
Attendance: Board held 5 meetings; committees held 25. Overall attendance 94.83%; all directors attended at least 75% of meetings in FY25.
Executive sessions: Independent directors regularly meet in executive session as part of board agendas.
Board leadership: Roles of Chair and CEO are separated to strengthen independent oversight and risk governance.

Fixed Compensation

Component	FY25 Amount	Notes
Cash fees	$195,000	Board/committee retainers; paid quarterly in arrears
Equity grant (RSUs)	$343,814 (grant date fair value)	Service-vested RSUs (no performance conditions); RSUs granted 9/11/2024: 3,026 shares
Total	$538,814	Sum of cash and equity; no options or perquisites

Annual grant policy: Chair receives fixed-value RSUs. Effective 2025 Annual Meeting, annual equity increased: Chair from $350,000 to $360,000; other directors from $275,000 to $285,000. RSUs vest on the day immediately preceding the next annual meeting.

Performance Compensation

Directors do not receive performance-based equity; annual grants are service-vested only.

Metric	Weight	Design	FY25 Application
Performance-based pay for non-employee directors	n/a	Not used	No PBRSUs/options for directors

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlocks
Ciena Corporation	Telecom networking	Director	No NTAP-disclosed related-person transactions involving Nevens/Ciena
Longbow Technology (Private)	Tech	Director (2019–2024)	None disclosed

Outside board service limits: Non-employee directors capped at four public boards; all directors complied as of the proxy date.

Expertise & Qualifications

Financial, technology, strategy, risk management, cybersecurity, executive leadership, and human capital management skills (board skills matrix shows Nevens checked across Financial, Executive Leadership, Strategy, Cybersecurity, Technology, Risk Management).
Qualifications highlighted: growth, competitive strategy, long-term planning, governance changes, and enterprise tech expertise.

Equity Ownership

Holder	Shares Owned	Derivative/RSUs	Total Notional Beneficial Ownership Note
T. Michael Nevens	9,277 shares (held of record by a trust)	3,026 RSUs vesting within 60 days of 7/16/2025	12,303 shares including RSUs vesting within 60 days
Unvested RSUs outstanding (as of 4/25/2025)	—	3,026 RSUs	RSUs granted 9/11/2024; service-vested

Stock ownership guidelines: Directors subject to robust ownership guidelines; all directors except Yang and Pelzer met guidelines as of FY25 (both within compliance windows).
Anti-hedging/pledging: Policy prohibits hedging and pledging of company stock by directors.
Insider filings: Company reported certain late Form 4s for other insiders; no Nevens-specific delinquency disclosed.

Governance Assessment

Committee effectiveness: As CGN Chair, Nevens oversees director independence, conflicts of interest, board composition, succession planning, and related-person transactions; CGN held 8 meetings and reviews/approves related-person transactions—key conflict controls.
Audit oversight: As Audit member, he contributes to financial integrity, internal control oversight, and cyber risk governance; Audit met 10 times in FY25.
Independence and alignment: Independent Chair structure, high board/committee attendance, no director perquisites, and stock ownership guidelines support alignment and investor confidence.
Compensation alignment: Director pay emphasizes equity with fixed-value RSUs and modest cash retainers; no performance awards for directors—reduces pay-related risk and preserves independence.
Conflicts/related-party exposure: NTAP discloses ongoing Google Cloud transactions and a structured CGN review process; no related-person transactions involving Nevens disclosed. His role as CGN Chair adds assurance on conflict oversight.

RED FLAGS: None disclosed specific to Nevens. No pledging, no personal loans, no related-person transactions involving Nevens; board attendance thresholds met; director compensation lacks performance incentives that could bias oversight.