Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c), (e)
Appointment of Chief Financial Officer
On March 2, 2020, NetApp, Inc. (the "Company") announced the appointment of
Michael Berry, age 56, as Executive Vice President and Chief Financial Officer
of the Company (as well as principal financial officer). Mr. Berry's appointment
will be effective March 16, 2020.
Prior to his appointment, Mr. Berry served as executive vice president and chief
financial officer of McAfee from February 2017. Mr. Berry was previously
employed by FireEye, Inc., where he served as executive vice president, chief
financial officer and chief operating officer. Prior to FireEye, Mr. Berry was
executive vice president and chief financial officer of Informatica Corporation
from November 2014 to September 2015. Mr. Berry previously served in a variety
of operational and finance positions, including as executive vice president and
chief financial officer of SolarWinds, Inc. and i2 Technologies, Inc. Mr. Berry
has served on the board of Rapid7, Inc. since November 2012 and is the chair of
its audit committee. Mr. Berry holds a BA degree in Finance from Augsburg
College and an MBA in finance from the University of St. Thomas.
Mr. Berry does not have a family relationship with any of the officers or
directors of the Company.
There are no related party transactions reportable under Item 5.02 of Current
Report on Form 8-K and Item 404(a) of Regulation S-K.
Compensatory Arrangements
The material terms of Mr. Berry's offer letter, as approved by the Committee,
are as follows:
• His annual base salary will be $600,000.
• His annual incentive compensation target percentage will be 110% of his
base salary.
• The Company will grant $5,500,000 in value of service-vested restricted
stock units ("RSUs"), on or about the fifteenth of the month following the
month in which Mr. Berry's commences employment with the Company, which
shall vest 25% on each anniversary of the vesting commencement date,
subject to Mr. Berry's continued employment with the Company through the
applicable vesting date. The service-vested RSUs will be granted pursuant
to the form of RSU Agreement previously approved by the Committee.
Mr. Berry will also be eligible to participate in the compensation and benefit
programs generally available to the Company's executive officers.
A copy of the offer letter with Mr. Berry will be filed with the Company's
Annual Report on Form 10-K. The above summary of the offer letter does not
purport to be complete and is subject to and qualified in its entirety by
reference to the offer letter.
The Board also approved the Company's entry into a Change of Control Severance
Agreement and an Indemnification Agreement with Mr. Berry, each in the form
previously approved by the Board. These agreements will be effective March 16,
2020.
A copy of the Company's press release announcing the appointment of Mr. Berry as
Executive Vice President and Chief Financial Officer of the Company is attached
hereto as Exhibit 99.1 and the information set forth therein is incorporated
herein by reference.
--------------------------------------------------------------------------------
Exhibit
No. Description
99.1 Press release, dated March 2, 2020, announcing appointment of
Michael Berry as Executive Vice President and Chief Financial
Officer of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses