T. Michael Nevens
NetAppAbout 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.