In accordance with the rules and regulations of the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, NetApp will mail, on or about July 24, 2020, a Notice of Internet Availability of Proxy Materials to its stockholders of record and beneficial owners. The Notice of Internet Availability of Proxy Materials will identify: (1) the website where our proxy materials will be made available; (2) the date, time and location of the Annual Meeting; (3) the matters to be acted upon at the Annual Meeting and the Board of Directors’ recommendation with regard to each matter; (4) a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement, (together with a form of proxy) and our Annual Report on Form 10-K; (5) instructions on how to vote your shares by proxy; and (6) information on how to attend the Annual Meeting and vote electronically. All proxy materials will be available free of charge.

To assure your representation at the Annual Meeting, you are urged to cast your vote as instructed in the Notice of Internet Availability of Proxy Materials over the Internet or by telephone as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer. Any stockholder of record attending the Annual Meeting may vote electronically, even if such stockholder has previously voted over the Internet, voted by telephone or returned a signed proxy card. To vote, visit the website listed on your proxy card. You will need the control number that appears on your proxy card when you access the website.

Thank you for your interest in NetApp.

BY ORDER OF THE BOARD OF DIRECTORS,

Chief Executive Officer

Sunnyvale, California

July 31, 2020

YOUR VOTE IS EXTREMELY IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO VOTE BY TELEPHONE OR OVER THE INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, YOU MAY REQUEST A PAPER PROXY CARD, WHICH YOU SHOULD SIGN, DATE AND RETURN BY MAIL

PROXY SUMMARY	4
Voting Matters and Recommendation	4
Fiscal 2020 Business Highlights	4
Corporate Governance and Executive Compensation	5
Director Nominees	5
Corporate Governance and Executive Compensation Highlights	5
Cautionary Statement Regarding Forward-Looking Statements	7
GENERAL INFORMATION	8
Why am I receiving these materials?	8
Why did I receive a Notice in the mail regarding the Internet availability of proxy materials?	8
Who can vote at the Annual Meeting?	8
When and where will the Annual Meeting take place?	9
How do I gain admittance to the Annual Meeting?	9
How many shares must be present to hold the Annual Meeting?	9
How many shares of NetApp common stock are entitled to vote at the Annual Meeting? Meeting.
Internet	9www.proxyvote.com
Who will count the votes? Phone	9 1-800-690-6903
How many votes are required for each proposal? Mail	9
How do I vote?	9
How can I change my vote or revoke my proxy?	10
What are abstentionsMark, sign, date and broker non-votes?	10
How many copies ofpromptly mail the enclosed proxy materials will be delivered to stockholders sharingcard in the same address?	10
Where may I obtain a copy of the Annual Report?	10
Who pays for the solicitation of proxies?	11
How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders?	11
Proposals to be Considered for Inclusion in NetApp’s Proxy Materials	11
Director Nominations for Inclusion in NetApp’s Proxy Materials (Proxy Access)	11
Other Proposals and Nominations	11
OUR BOARD OF DIRECTORS	12
CORPORATE GOVERNANCE	15
Summary	15
Board Leadership Structure	15
Corporate Governance Guidelines	15
Strategy and Risk Oversight	15
Succession Planning	16
Independent Directors	16
Committees of the Board of Directors	16
Corporate Governance and Nominating Committee	16
Compensation Committee	17
Audit Committee	17
Director Selection	17 postage-paid envelope.

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PROXYImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 10, 2021. SUMMARYThe proxy statement and the annual report are available at http://investors.netapp.com.

Agenda

This summary highlights information contained within this Proxy Statement. It does not contain all the information found in this Proxy Statement and is qualified in its entirety by the remainder of this Proxy Statement. You should read the entire Proxy Statement carefully and consider all information before voting. Page references are supplied to help you find further information in this Proxy Statement.

Voting Matters and Recommendation

Proposal 1

	Election of Directors
	Board Demographics
	Gender	33.3% Female
	Age	59.7 years Nominee average age
	Tenure	6.7 years Nominee average tenure
	Independence	●8 of 9 nominees are independent ●All members of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating are independent
	Highly Engaged Board	●100% overall attendance rate at Board and Board committee meetings ●8 Board and 21 Board committee meetings during fiscal 2021
	Relevant Skills and Experience

	7/9	9/9	9/9
	Financial	Executive Level Leadership	Strategy
	7/9	9/9	6/9
	Sales & Marketing	Technology	Risk Management

The Board recommends a vote FOR each director nominee.

See page 9 for further details

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Table of Contents

Meeting Notice and Voting MatterRoadmap

Proposal 2

	Advisory Vote to Approve Named Executive Officer Compensation
	Executive Compensation Objectives The Board believes that executive compensation is a meaningful tool to communicate, align and reinforce business priorities that support our stockholders’ interests. We also believe it is an important element in the attraction, retention and recognition of our leadership and key talent – a strong competitive advantage for NetApp. In designing an effective structure, the Compensation Committee follows the certain principles: ●Pay for performance – aligning pay with a balanced view of performance across leadership priorities to support stockholders’ interest in sustainable results; ●Appropriate pay levels – ensuring targets are reasonable based on the position, performance and market context; and ●Strong governance – structuring our program with a balanced incentive design to promote the successful execution of our strategic objectives and dutifully manage risk. Our Fiscal 2021 Compensation Highlights and Target Pay Mix In line with our compensation objectives and as noted in our pay mix summaries below, the pay mix for our chief executive officer and other Named Executive Officers (“NEOs”) for fiscal 2021 is largely performance based with a significant percentage provided in at-risk pay. As described further in our Compensation Discussion & Analysis (“CD&A”), our financial operating performance in fiscal 2021 exceeded plan, thereby resulting in above-target annual bonuses. However, we did not achieve the long-term incentive performance target under our Performance-based Restricted Stock Units (“PBRSUs”), based on three-year profitability and total shareholder return performance for the fiscal 2019 – 2021 performance period. Accordingly, the payout for PBRSUs was below target. With our demonstrated pay alignment, continued focus on evolving our compensation programs in support of business objectives, commitment to stockholder engagement and history of strong Say-on-Pay results, the Board recommends voting for this proposal.
	Pay Mix of CEO(1)	Board Vote RecommendationAverage Pay Mix of other NEOs(1)	Page
Election of eight (8) director nominees	FOR each nominee	69
Advisory approval of our executive compensation	FOR		70
	(1) Charts reflect target Annual ICP value and ongoing target equity award value and excluding the one-time awards to Mr. Cernuda. Amounts reflected in these charts may differ from the amounts in the Summary Compensation Table because the values in the Summary Compensation Table are based on accounting standards and reflect actual bonus payouts, not targets.

The Board recommends a vote FOR this proposal.

See page 28 for further details

2021 Proxy Statement

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Table of Contents

Meeting Notice and Voting Roadmap

Proposal 3

	Ratification of appointmentDeloitte & Touche LLP as the Independent Registered Public Accounting firm
	The Company is asking the stockholders to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 29, 2022.

The Board recommends a vote FOR this proposal.

FOR See page 65 for further details

72

Proposal 4

	Approval of the NetApp, Inc. 2021 Equity Incentive Plan
	We are asking our stockholders to approve a new 2021 Equity Incentive Plan (the “Plan”). Our Board has adopted the Plan, subject to approval from our stockholders at the Annual Meeting. If our stockholders approve the Plan, it will replace our 1999 Stock Option Plan (the “1999 Plan”). If so approved, the 1999 Plan will terminate on the day following the date of the Annual Meeting, and no further awards will be granted under the 1999 Plan, but the 1999 Plan will continue to govern awards previously granted under it. If our stockholders do not approve the Plan, the 1999 Plan will remain in effect. Our Board has determined that it is in the best interests of the Company to adopt the Plan and is asking our stockholders to approve the Plan. The Company’s named executive officers, directors and director nominees have an interest in this proposal as they are eligible to receive equity awards under the Plan. The Plan is intended to increase incentives and to encourage stock ownership on the part of eligible employees, directors and consultants who provide significant services to the Company and its affiliates. We believe strongly that the approval of the Plan will enable the Company to continue to use equity awards to achieve our goals in attracting and retaining our most valuable asset: our employees. Offering a broad-based equity compensation program is vital to attracting and retaining highly skilled people in our industry. The Company believes that employees who have a stake in the future success of our business become highly motivated to achieve our long-term business goals and increase stockholder value. Our employees’ innovation and productivity are critical to our success in a highly competitive and fast-paced industry. The Plan is designed to assist in recruiting, motivating and retaining talented employees who help achieve our business goals, including creating long-term value for stockholders.

The Board recommends a vote FOR this proposal.

See page 67 for further details

Proposal 5

	Amendment of the Employee Stock Purchase Plan
	The Company is asking the stockholders to approve an amendment to the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to increase the number of shares authorized for issuance under the Purchase Plan by an additional 3,000,000 shares of common stock. The requested increase of 3,000,000 shares represents approximately 1% of the outstanding shares of the Company’s common stock as of July 16, 2021. The Company’s NEOs have an interest in this Proposal Number 5 due to their ability to participate in the Purchase Plan. We are asking our stockholders to increase the number of shares authorized for issuance under the Purchase Plan to ensure that the Company can maintain a sufficient reserve of shares of the Company’s common stock available under the Purchase Plan. A sufficient reserve will ensure that the Purchase Plan continues to provide eligible employees of the Company and its participating affiliates (whether now existing or subsequently established) with the opportunity to purchase shares at semiannual intervals through their accumulated periodic payroll deductions. Our Board believes that it is in the best interests of the Company and its stockholders to continue to provide employees with the opportunity to acquire an ownership interest in the Company through their participation in the Purchase Plan and thereby encourage them to remain in the Company’s employ and more closely align their interests with those of our stockholders.

The Board recommends a vote FOR this proposal.

See page 77 for further details

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Table of Contents

Meeting Notice and Voting Roadmap

Proposal 6

	Management Proposal for Stockholder proposal for stockholder actionAction by Written Consent
	The Company is asking the stockholders to approve amendments to our charter and bylaws to allow stockholders to act by written consentconsent. A stockholder proposal making a similar request, which is non-binding, is included in this proxy statement as Proposal Number 7. The Board has carefully considered the implications of each of these proposals. Based on this review, and after considering numerous factors, including the ones discussed below, the Board has unanimously adopted a resolution approving, declaring the advisability of and recommending that stockholders approve amendments to the charter and bylaws to allow stockholders to act by written consent. Currently, Article VIII of the charter and Section 2.13 of the bylaws provide that stockholders of the Company may only act at a duly called annual or special meeting and may not act by written consent. At our 2020 annual meeting, we received a stockholder proposal (the “2020 Proposal”) requesting that the Board take the necessary steps to allow stockholders to act by written consent. The 2020 Proposal was approved by 50.3% of the shares present and entitled to vote on the proposal, which constituted 42.1% of our shares outstanding. In light of this vote, the Board has adopted resolutions approving, and has recommended that stockholders vote to approve, amendments to Article VIII of the charter and Section 2.13 of the bylaws to permit stockholders who comply with specified procedures to act by written consent.

AGAINSTThe Board recommends a vote FOR this proposal.

74 See page 83 for further details

Proposal 7

	Stockholder Proposal for Stockholder Action by Written Consent

The Board recommends a vote AGAINST this proposal.

See page 85 for further details

2021 Proxy Statement

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Table of Contents

Fiscal 2020 Business Highlights

Table of Contents

$5.41B NET REVENUES $819M GAAP NET INCOME $1.06B CASH FLOWS FROM OPERATIONS About NetApp

$11.0B CASH RETURNED TO STOCKHOLDERS SINCE MAY 2013

EARNINGS PER SHARE GAAP $3.52 NON-GAAP $4.05

In fiscal 2020, NetApp generated $5.41 billion in net revenues. GAAP net income for fiscal 2020 was $819 million, or $3.52 per share.¹ Non-GAAP net income in fiscal 2020 was $944 million, or $4.05 per share.² Over the course of the year, we generated $1.06 billion in cash flows from operations. We also returned approximately $1.85 billion to stockholders, comprising approximately $1.4 billion through share repurchases and $439 million through dividends. Through share repurchases and dividends, we have returned approximately $11.0 billion to stockholders since May 2013.

2In fiscal 2020, NetApp continued to advance its Data Fabric strategy. In a world where technology is changing our everyday lives, digital transformation tops the strategic agenda in most organizations. To successfully transform, data must become the lifeblood of an organization, accelerating efforts to optimize operations, create innovative business opportunities and enable new customer touchpoints. This puts IT leaders under tremendous pressure to harness today’s wealth of data and leverage technology to create new value across the entire organization - all with limited time, resources and budget. Organizations are innovating on their choice of clouds, building private clouds to gain speed and agility, and modernizing and simplifying IT to accelerate critical business applications – sometimes all at the same time. NetApp helps customers move from building data centers to building data fabrics. Data fabric is an architecture and set of data services that provide consistent capabilities across a choice of endpoints spanning on-premises and multiple cloud environments. A data fabric simplifies the integration and orchestration of data services across clouds and on-premises to

Meeting Notice and Voting Roadmap			4
Corporate Governance Matters			9
PROPOSAL 1 - Election of Directors			9
	Our Board of Directors		10
	Corporate Governance		19
	Director Compensation		25
Executive Compensation			28
PROPOSAL 2 - Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)			28
	Compensation Discussion and Analysis		29
	Compensation Committee Report		51
	Executive Compensation Tables and Related Information		52
	Termination of Employment and Change of Control Agreements		58
	Pay Ratio		63
	Compensation Committee Interlocks and Insider Participation		64
Audit Committee Matters			65
PROPOSAL 3 - Ratification of Independent Registered Public Accounting Firm			65
	Principal Accountant Fees and Services		65
	Audit Committee Report		66
Equity Plan Matters			67
PROPOSAL 4 - Approval of the NetApp, Inc. 2021 Equity Incentive Plan			67
PROPOSAL 5 – Amendment to the Company’s Employee Stock Purchase Plan			77
Stockholder Action by Written Consent			83
PROPOSAL 6 - Management Proposal for Stockholder Action by Written Consent			83
PROPOSAL 7 - Stockholder Proposal for Stockholder Action by Written Consent			85
Additional Information			88
	Security Ownership of Certain Beneficial Owners and Management		88
	Certain Transactions with Related Parties		89
	General Information		90
	Other Business		93
Annex A			94
	Non-GAAP Financial Measures		95
Appendix A			A-1
	2021 Equity Incentive Plan		A-1
Appendix B			B-1
	Amended ESPP		B-1
Appendix C			C-1
	Amendment to Certificate of Incorporation		C-1
Appendix D			D-1
	Amendment to Bylaws		D-1

1	GAAP earnings per share is calculated using the diluted numberIndex of shares for the period presented. Frequently Requested Information
	Auditor Fees		66
	Beneficial Ownership Table		88
	Board Leadership		20
	CEO Pay Ratio		63
	Clawback Policies		50
	Code of Conduct		24
	Compensation Consultant		38
	Corporate Governance Guidelines		19
	Director Attendance		17
	Director Independence		17
	Director Biographies		12
	Director Skills Matrix		16
	Financial Performance		29
	Peer Group		38
	Related Party Transactions		89
	Stock Ownership Guidelines		50
	Succession Planning		21
	Summary Compensation Table		52

2	Non-GAAP earnings per share is calculated using the diluted number of shares for the period presented. A reconciliation of non-GAAP to GAAP results can be found in Annex A.

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accelerate digital transformation. It delivers consistent and integrated hybrid cloud data services for data visibility and insights, data access and control and data protection and security. Only NetApp can deliver the full range of capabilities organizations need for their data fabrics: the power to discover resources, integrate disparate data services, automate operations, optimize, and protect and secure data everywhere. By coupling the strength of our Data Fabric strategy and the benefits we deliver to customers with a more efficient and agile business, we believe that we can generate long-term value for stockholders.

See also the section entitled “Our Fiscal 2020 Company Performance” on page 29 of this Proxy Statement. Detailed information on our products and our financial performance can be found in our Annual Report on 10-K for the year ended April 24, 2020.

Corporate Governance and Executive Compensation

Director Nominees

Name of Nominee	Age	Director Since	Independent	NetApp Committee Memberships
T. Michael Nevens*	70	2009	Yes	Audit, Corporate Governance and Nominating (Chair)
Deepak Ahuja✓	57	2020	Yes	Audit
Gerald Held	72	2009	Yes	Compensation
Kathryn M. Hill	63	2013	Yes	Compensation (Chair), Corporate Governance and Nominating
Deborah L. Kerr	48	2017	Yes	Audit
George Kurian	53	2015	No
Scott F. Schenkel✓	52	2017	Yes	Audit (Chair)
George T. Shaheen	76	2004	Yes	Compensation, Corporate Governance and Nominating

 *Chair of the Board of Directors

✓Audit Committee Financial Expert

Corporate Governance and Executive Compensation Highlights

We are committed to strong corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board of Directors (the “Board”) and management accountability. Our executive compensation program is designed to hold our executives accountable for results over the long-term and reward them for consistently strong corporate performance. Since the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), in response to feedback from our stockholders, we have adopted proxy access bylaws and agreed to share diversity data on our website, which we update annually. We have also adopted bylaw provisions providing qualifying stockholders holding at least 25% of the outstanding stock of the Company the right to request special stockholder meetings, subject to the applicable terms of our bylaws.

Governance and executive compensation highlights include:

•

Other than the Chief Executive Officer, our Board is comprised of all independent directors (i.e., seven out of eight directors are independent);

Separation of the roles of Chair of the Board and Chief Executive Officer;

Board refreshment;

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•

Increased board diversity;

Majority voting in the uncontested election of directors;

Each director is required to submit an irrevocable, conditional resignation effective only upon both (1) the failure to receive the required vote for reelection and (2) our Board’s acceptance of such resignation;

Three active standing Board committees with 100% independent members;

Proxy access bylaws;

Stockholder right to call special meeting;

Performance-based equity compensation;

Annual Say-on-Pay vote;

Director and executive stock ownership guidelines;

Anti-hedging and anti-pledging policies;

Compensation clawback policy;

Diversity data posted on Company website;

Board involvement in setting long-term corporate strategy;

Board oversight of risk management, including financial, operational, human capital, strategic, data privacy, cybersecurity, legal and regulatory risks;

Board oversight of human capital management, including workforce diversity and inclusion;

Annual Board and Board committee self-evaluations;

Annual assessment of director compensation; and

Robust Code of Conduct.

For more information about our corporate governance practices, please refer to the information under “Corporate Governance” beginning on page 15 of this Proxy Statement. For more information about our executive compensation program, please refer to the information under “Compensation Discussion and Analysis” beginning on page 27 of this Proxy Statement.

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Cautionary Statement RegardingRegarding Forward-Looking Statements

This Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements (and their underlying assumptions) included in this Proxy Statement that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as “estimate,” “intend,” “plan,” “predict,” “seek,” “may,” “will,” “should,” “would,” “could,” “anticipate,” “expect,” “believe,” or similar words, in each case, intended to refer to future events or circumstances. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A (Risk Factors) of Part I of our Annual Report on Form 10-K and any additional risk factors disclosed in Item 1A (Risk Factors) of Part II of our Quarterly Report on Form 10-Q for the quarter ended July 31, 2020.30, 2021. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based upon information available to us at this time. These statements are not guarantees of future performance. We disclaim any obligation to update information in any forward-looking statement. Actual results could vary from our forward-looking statements due to the factors described in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as other important factors.

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Table of Contents

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PROXY STATEMENT

1395 Crossman Avenue

Sunnyvale, California 94089

www.virtualshareholdermeeting.com/NTAP2020

FOR THE ANNUAL MEETING OF STOCKHOLDERS OF

NETAPP, INC.

To Be Held Thursday, September 10, 2020

GENERAL INFORMATIONCorporate Governance Matters

Why am I receiving these materials?

Proposal 1

	Election of Directors
	Introduction At the Annual Meeting, nine (9) directors will be elected to serve until the 2022 Annual Meeting or until successors for such directors are elected and qualified, or until the death, resignation or removal of such directors.  The Board has nominated for re-election nine (9) of the Company’s current directors, as listed below: ●T. Michael Nevens ●Deepak Ahuja ●Gerald Held ●Kathryn M. Hill ●Deborah L. Kerr ●George Kurian ●Carrie Palin ●Scott F. Schenkel ●George T. Shaheen
	Each person nominated has consented to being named in this Proxy Statement and has agreed to serve as a director, if elected. The Board has no reason to believe that any nominee will be unavailable or will decline to serve as a director. In the event, however, that any nominee is unable or declines to serve as a director, the proxies will be voted for any nominee who is designated by our Board to fill the vacancy and following appropriate disclosure of the identity of that individual. The proxies solicited by this Proxy Statement may not be voted for more than nine (9) nominees. Information Regarding the Nominees Information regarding the qualifications and experience of each of the nominees may be found in the sections of this proxy titled “Director Nominees” and “Our Board of Directors.” Vote Required In an uncontested election, to be elected to our Board, each director nominee must receive the affirmative vote of shares representing a majority of the votes cast, meaning that the number of votes “FOR” such director nominee must exceed the number of votes “AGAINST” such director nominee. Under our Corporate Governance Guidelines, each director is required to submit in advance an irrevocable, conditional resignation that will be effective only upon both (1) the failure to receive the required vote at the next stockholders’ meeting at which the director faces reelection; and (2) our Board’s acceptance of such resignation. If an incumbent director fails to receive the required vote for reelection, the Corporate Governance and Nominating Committee will act to determine whether to accept the director’s irrevocable, conditional resignation and will submit its recommendation to our Board for consideration.
	Recommendation of the Board
	Our Board of Directors Unanimously Recommends That Stockholders Vote FOR Proposal Number 1.

2021 Proxy Statement

9

Table of Contents

Our Board of Directors

Director Nominees

			Director Since	Committee Membership				Other Current Public Directorships
Name and Principal Occupation	Independent	Age		A		CGN	C
T. Michael Nevens, Chair Senior Advisor, Permira Funds		71	2009					Ciena Corporation
Deepak Ahuja Chief Financial Officer, Verily		58	2020		*
Gerald Held Chief Executive Officer, Held Consulting, LLC		73	2009
Kathryn M. Hill		64	2013					Moody’s Corporation Celanese Corporation
Deborah L. Kerr Managing Partner, Warburg Pincus		49	2017					Chico’s FAS, Inc.
George Kurian Chief Executive Officer, NetApp		54	2015					Cigna Corporation
Carrie Palin SVP and Chief Marketing Officer, Cisco Systems, Inc.		49	2021
Scott F. Schenkel		53	2017		*
George T. Shaheen		77	2004					Marcus & Millichap Inc. Green Dot Corporation Korn/Ferry International

A – Audit	C – Compensation	CGN – Corporate Governance and Nominating		Chair		Member
*     Audit Committee Financial Expert

Board Snapshot

10

Table of NetApp, Inc. (“Board” or “BoardContents

Skills and Qualifications

FINANCIAL		SALES & MARKETING
Experience in accounting and audit functions and the ability to analyze financial statements and oversee budgets are key to supporting the Board’s oversight of our financial reporting and functions.		Experience as sales or marketing executives or other leadership positions is critical to the effective oversight of management.
EXECUTIVE LEVEL LEADERSHIP		TECHNOLOGY
Experience in executive positions in the particular technology industries in which we compete is key to the effective oversight of management.		Experience in researching or developing leading-edge technologies, such as software/hardware development, high-tech manufacturing, and cloud computing is core to understanding our R&D, manufacturing, supply chain, and markets.
STRATEGY		RISK MANAGEMENT
Experience in setting and executing corporate strategy is critical to the successful planning and execution of our long-term vision.		Experience identifying, mitigating, and managing risk helps our directors effectively oversee our risk management program.

Table of Directors”) has made these materials available to you on the Internet or, upon your request, has delivered printed proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders, and any adjournment, postponement or other delay thereof (the “Annual Meeting”). NetApp, Inc., a Delaware corporation, is referred to in this Proxy Statement as the “Company,” “NetApp,” “we” or “our.” This Proxy Statement describes proposals on which you, as a stockholder, are being asked to vote. It also gives you information on these proposals, as well as other information, so that you can make an informed decision. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.

ContentsWhy did I receive a Notice in the mail regarding the Internet availability of proxy materials?

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each of our stockholders, we are furnishing proxy materials to our stockholders over the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice instructs you as to how you may access and review all of the information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy over the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Who can vote at the Annual Meeting?

Stockholders of record as of the close of business July 17, 2020 (the “Record Date”) are entitled to vote at the Annual Meeting. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares of common stock, the stockholder of record. If your shares of common stock are held by a bank, broker or other nominee, you are considered the “beneficial owner” of those shares, which are held in “street name.” As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions that your bank, broker or other nominee provides you. If you do not provide your bank, broker, or other nominee with instructions on how to vote your shares, your bank, broker or other nominee may not vote your shares with respect to any non-routine matters, but may, in its discretion, vote your shares with respect to routine matters. For more information on routine and non-routine matters, see “What are abstentions and broker non-votes?” below.

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When and where will the Annual Meeting take place?

In light of concerns regarding the COVID-19 pandemic and taking into account federal, state and local guidance and restrictions, the Board has determined that our Annual Meeting will be held virtually on Thursday, September 10, 2020, at 3:30 p.m. Pacific time, with no physical in‑person meeting. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NTAP2020.

How do I attend the Annual Meeting?

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You may attend the Annual Meeting and vote your shares electronically via the Internet at www.virtualshareholdermeeting.com/NTAP2020. To participate in the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

How many shares must be present to hold the Annual Meeting?

To hold the meeting and conduct business, a majority of NetApp’s shares of common stock issued and outstanding and entitled to vote, in person or by proxy, at the Annual Meeting must be present in person or by proxy. This is called a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the Annual Meeting.

How many shares of NetApp common stock are entitled to vote at the Annual Meeting?

At the Annual Meeting, each holder of common stock is entitled to one vote for each share of common stock held by such stockholder on the Record Date. On the Record Date, the Company had 221,933,797 shares of common stock outstanding and entitled to vote at the Annual Meeting. No shares of the Company’s preferred stock were outstanding. There are no cumulative voting rights.

Who will count the votes?

A representative of Broadridge Financial Solutions, Inc. will act as the inspector of elections and tabulate the votes.

How many votes are required for each proposal?

For Proposal No. 1, a nominee for director will be elected to the Board if the number of votes cast “FOR” a nominee’s election exceed the number of votes cast “AGAINST” such nominee’s election. Approval of each of Proposal Nos. 2, 3 and 4 requires the affirmative vote of a majority of the stock having voting power present in person or represented by proxy. Voting results will be published in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Annual Meeting.

How do I vote?

The Company is offering stockholders of record four methods of voting: (1) you may vote by telephone; (2) you may vote over the Internet; (3) you may vote electronically at the Annual Meeting by following the instructions available on the meeting website at www.virtualshareholdermeeting.com/NTAP2020; and (4) finally, you may request a proxy card from us and indicate your vote by signing and dating the card where indicated, and mailing or otherwise returning the card in the prepaid envelope provided.  

If you submit a proxy card but do not specify your votes, your shares of common stock will be voted:

Uninstructed proxies will be voted in the proxy holder’s discretion as to any other matter that may properly come before the Annual Meeting.

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If you were a stockholder as of the record date, or you hold a legal proxy provided by your bank, broker or nominee for the Annual Meeting, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Please contact your bank, broker or other nominee for information on obtaining a legal proxy.

How can I change my vote or revoke my proxy?

Any stockholder of record voting by proxy has the power to revoke a proxy at any time before the polls close at the Annual Meeting. You may revoke your proxy by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting. If you are attending the Annual Meeting virtually, you may change your vote electronically. If you are the beneficial owner of your shares, we recommend that you contact the bank, broker or other nominee holding your shares for instructions on how to revoke your proxy or change your vote.

What are abstentions and broker non-votes?

Abstentions will be counted for the purposes of determining both (1) the presence or absence of a quorum for the transaction of business; and (2) the total number of shares entitled to vote at the Annual Meeting with respect to a proposal. Accordingly, abstentions will have the same effect as a vote against a proposal, except with respect to Proposal No. 1, where they will have no effect.

A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the bank, broker or other nominee does not have discretionary voting power with respect to such proposal and has not received voting instructions from the beneficial owner. Broker non-votes will be counted for the purpose of determining the presence or absence of a quorum for the transaction of business, but will not be counted for the purpose of determining the number of votes cast on a proposal. Accordingly, a broker non-vote will make a quorum more readily attainable, but will not otherwise affect the outcome of the vote on a proposal.

If your shares are held in street name and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may, at its discretion, either leave your shares unvoted or vote your shares on routine matters, but is not permitted to vote your shares on non-routine matters. Proposal No. 3 is considered a routine matter. Proposal Nos. 1, 2 and 4 are considered non-routine matters.

How many copies of the proxy materials will be delivered to stockholders sharing the same address?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for the Company. The Company and some banks and brokers household proxy materials unless contrary instructions have been received from one or more of the affected stockholders. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement, or if you are receiving multiple copies of the Proxy Statement and wish to receive only one, please (1) follow the instructions provided when you vote over the Internet; or (2) contact Broadridge Financial Solutions, Inc., either by calling toll free at (800) 542-1061 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Where may I obtain a copy of the Annual Report?

The Notice, this Proxy Statement and the Company’s Annual Report on Form 10-K for our fiscal year that ended on April 24, 2020 (the “Annual Report”) have been made available on our website. Our fiscal year is reported on a 52- or 53-week year that ends on the last Friday in April, and our 2020 fiscal year began on April 27, 2019 and ended on April 24, 2020 (“fiscal 2020”). The Annual Report is not incorporated into this Proxy Statement and is not considered proxy soliciting material. The Annual Report is posted at the following website address: http://investors.netapp.com/financial-information/annual-reports.

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Who pays for the solicitation of proxies?

We will bear the cost of soliciting proxies. Copies of solicitation materials will be made available upon request to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners. The Company may reimburse such persons for their costs of forwarding the solicitation materials to such beneficial owners. The Company has retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies from stockholders of the Company. Innisfree M&A Incorporated may solicit proxies by personal interview, mail, telephone, facsimile, email, or otherwise. The Company expects that it will pay Innisfree M&A Incorporated a customary fee, estimated to be approximately $22,500, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. In addition, the original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication or other means by directors, officers, employees or agents of the Company. No additional compensation will be paid to these individuals for any such services.

How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders?

The Company’s stockholders may submit proposals for consideration at the Annual Meeting. Stockholders may also recommend candidates for election to our Board of Directors for the Annual Meeting (see “Corporate Governance — Corporate Governance and Nominating Committee”).

Proposals to be Considered for Inclusion in NetApp’s Proxy Materials

Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals may be included in our 2021 Proxy Statement. Any such stockholder proposals must be submitted in writing to the attention of the Corporate Secretary, NetApp, Inc., 1395 Crossman Avenue, Sunnyvale, California 94089, no later than April 2, 2021, which is 120 calendar days prior to the first anniversary of the mailing date of this Proxy Statement.

Director Nominations for Inclusion in NetApp’s Proxy Materials (Proxy Access)

Under the Company’s proxy access bylaw, a stockholder (or a group of up to 20 stockholders) owning at least 3% of the Company’s outstanding stock continuously for at least three years may nominate and include in the Company’s annual meeting materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholders and nominees satisfy the requirements specified in the bylaws. Notice of a proxy access nomination for consideration at our 2020 Annual Meeting must be received no later than April 2, 2021 and no earlier than March 3, 2021.

Other Proposals and Nominations

Under the Company’s bylaws, a proposal that a stockholder intends to present for consideration at the 2021 Annual Meeting but does not seek to include in the Company’s proxy materials for the 2021 Annual Meeting (including the nomination of an individual to serve as a director other than pursuant to our proxy access bylaw as described immediately above) must be received by the Corporate Secretary (at the address specified in the preceding paragraph) not less than 120 calendar days nor more than 150 days prior to the first anniversary of the Annual Meeting. The stockholder’s submission must include the information specified in the Company’s bylaws.

Stockholders interested in submitting such a proposal are advised to contact knowledgeable legal counsel with regard to the detailed requirements of applicable securities laws.

If a stockholder gives notice of a proposal or a nomination after the applicable deadline specified above, the notice will not be considered timely, and the stockholder will not be permitted to present the proposal or the nomination to the stockholders for a vote at the 2021 Annual Meeting.

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OUR BOARD OF DIRECTORSBiographies

The name, age and position of each of the Company’s directors as of July 31, 202016, 2021 are set forth below. Except as described below, each director has been engaged in his or her principal occupation during the past five years. There are no family relationships among any of our directors, director nominees or executive officers.

		T. Michael Nevens Chairman of the Board Independent Age 70 Tenure 10 years Committees •Audit •Corporate Governance and Nominating (Chair) Skills •Financial •Executive Level Leadership •Strategy •Technology •Risk Management		Age	71
		Independent		Director Since	2009
		Biography Mr. Nevens has been a senior advisor to Permira Funds, an international private equity fund, since May 2006. Prior to his position with Permira Funds, Mr. Nevens spent 23 years advising technology companies with McKinsey & Co., where he managed the firm’s Global High Tech Practice and chaired the firm’s IT vendor relations committee. Mr. Nevens has served as the Chairman of the Board since June 2015.
		Other Public Company Directorships (past 5 years) ●Ciena Corporation (2014 – present) ●Altera Semiconductors, Inc. (2009 – 2015) Education ●University of Notre Dame (B.S., Physics) ●Purdue University (M.S., Industrial Administration)		Committees ●Audit ●Corporate Governance and Nominating (Chair)
		Qualifications As an investor in, advisor to and as a current or former member of the board of directors of public and private technology companies, Mr. Nevens brings to the Board extensive expertise and insight into growth, management and governance, as well as expert knowledge of enterprise technology.

		Deepak Ahuja		Age	58
	Other Public Company Directorships (past 5 years)	Independent		•Director Since       Ciena Corporation (2014 – present) •Altera Semiconductors, Inc. (2009 – 2015)	2020
	Education •       University of Notre Dame (B.S., Physics) •       Purdue University (M.S., Industrial Administration)

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Corporate Governance Matters

		Gerald Held Independent Age 72 Tenure 10 years Committees •Compensation Skills •Executive Level Leadership •Strategy •Sales & Marketing •Technology		Age	73
		Independent		Director Since	2009
		Biography Dr. Held has been Chief Executive Officer of Held Consulting, LLC, a strategic consulting firm, since 1999. From 2006 to 2010, he was the Executive Chairman of Vertica Systems, an analytic database company that was acquired by Hewlett-Packard Company. Dr. Held served in director and executive roles at a variety of technology companies, including Business Objects SA, Tandem Computers, Inc., Oracle Corporation, Microplace, Inc., and Bella Pictures, Inc. Dr. Held alsocurrently serves on the board of several private companies, including Tamr Inc., Madaket Inc. and Informatica Corporation, a formerly public technology company.
		Education ●Purdue University (B.S., Electrical Engineering) ●University of Pennsylvania (M.S., Systems Engineering) ●UC Berkeley (Ph.D., Computer Science)		Committees ●Compensation
		Qualifications Dr. Held brings to the Board a strong technical background and over 40 years of experience in developing, managing and advising technology organizations through periods of growth.
Education •Purdue University (B.S., Electrical Engineering) •University of Pennsylvania (M.S., Systems Engineering) •UC Berkeley (Ph.D., Computer Science)

2021 Proxy Statement

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Corporate Governance Matters

		Deborah L. Kerr Independent Age 48 Tenure 3 years Committees •Audit Skills •Financial •Executive Level Leadership •Strategy •Sales & Marketing •Technology •Risk Management		Age	49
		Independent		Director Since	2017
		Biography Ms. Kerr has served as a Managing Partner of Warburg Pincus since January 2019 and as a Senior Advisor from October 2017 to December 2018. Previously, Ms. Kerr served as Executive Vice President and Chief Product and Technology Officer at Sabre Corporation from 2013 to 2017 and as Executive Vice President, Chief Product and Technology Officer at FICO from 2009 until 2012. Prior to her time at Sabre Corporation and FICO, Ms. Kerr held senior leadership roles at Hewlett-Packard, Peregrine Systems and NASA’s Jet Propulsion Laboratory.
		Other Public Company Directorships (past 5 years) ●International Airline Group (2018 – 2020) ●Chico’s FAS, Inc. (2017 – present) ●EXLService Holdings (2015 – 2021) ●DH Corporation (2013 – 2017) Education ●Cal State University, Northridge ●Azusa Pacific University (M.S., Computer Science)		Committees ●Audit
		Qualifications With over 25 years of diverse experience leading product and technology organizations, Ms. Kerr is a proven technology leader in the software industry who brings extensive leadership, product and technology experience, expertise in cloud and digital, and significant public company board experience to the Board.

		George Kurian		Age	54
	Other Public Company Directorships (past 5 years)	Chief Executive Officer		•Director Since       International Airline Group (2018 – present) •Chico’s FAS, Inc. (2017 – present) •EXLService Holdings (2015 – present) •DH Corporation (2013 – 2017)	2015
	Education •      Cal State University, Northridge •Azusa Pacific University (M.S., Computer Science)

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George Kurian Age 53 Tenure 5 years Skills •Financial •Executive Level Leadership •Strategy •Sales & Marketing •Technology •Risk Management	Biography Mr. Kurian has served as our Chief Executive Officer since June 1, 2015 and served as our President from May 20, 2016 until Cesar Cernuda’s appointment as President on July 1, 2020. Mr. Kurian joined NetApp in 2011 and has served in a variety of senior leadership roles, including Executive Vice President of Product Operations, Senior Vice President of the Data ONTAP group and Senior Vice President of the Storage Solutions Group. Prior to NetApp, Mr. Kurian held leadership positions at Cisco Systems, Akamai Technologies, McKinsey & Company, and Oracle Corporation.
		Other Public Company Directorships (past 5 years) ●Cigna Corporation (January 2021-Present) Education ●Princeton University (B.S., Electrical Engineering) ●Stanford University (M.B.A.)
		Qualifications As the Company’s Chief Executive Officer, Mr. Kurian brings exceptional leadership skills, extensive experience and knowledge of the Company’s business, operations and strategy, which enable him to keep the Board apprised of significant developments impacting the Company and the industry and to guide the Board’s discussion and review of the Company’s strategy.

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Corporate Governance Matters

		Carrie Palin		Age	49
		Independent		Director Since	2021
		Biography Ms. Palin joined Cisco Systems, Inc. in June 2021 as Senior Vice President (SVP) and Chief Marketing Officer (CMO). Previously, she served as SVP and CMO of Splunk Inc. from February 2019 to April 2021. Prior to Splunk, she served as SVP and CMO of both Box, Inc. and SendGrid, Inc. (which was acquired by Twilio, Inc.) from 2016 to 2018 and 2018 to 2019, respectively. Previously, she served as Vice President of Marketing for IBM’s Cloud Data Services and held myriad marketing leadership roles during her 16-year career at Dell.
		Education •● PrincetonTexas Christian University (B.S., Electrical Engineering)Communications)		•Committees Stanford University (M.B.A.)● Compensation
		Qualifications With over 20 years of experience leading sales and marketing organizations, Ms. Palin is a proven leader in the software industry who brings to the Board extensive leadership, sales and marketing experience, and expertise in the cloud.

2021 Proxy Statement

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Corporate Governance Matters

		George T. Shaheen Independent Age 76 Tenure 16 years Committees •Compensation •Corporate Governance and Nominating Skills •Financial •Executive Level Leadership •Strategy •Sales & Marketing •Technology		Age	77
		Independent		Director Since	2004
		Biography Mr. Shaheen has served in a variety of senior leadership roles, including Chief Executive Officer and Chairman of the Board of Directors of Entity Labs, Ltd., a technology company in the data collection, storage and analytics space, Chief Executive Officer of Siebel Systems, Inc., a customer relationship management software company, Chairman of the Board of Webvan Group, Inc. and Global Managing Partner of Andersen Consulting, which later became Accenture. In addition to his public and private board service, Mr. Shaheen has also served as an IT Governor of the World Economic Forum and on the Board of Advisors of Northwestern University Kellogg Graduate School of Management and the Board of Trustees of Bradley University.
		Other Public Company Directorships (past 5 years) ●Marcus & Millichap Inc. (2013 – present) ●Green Dot Corporation (2013 – present) ●Korn/Ferry International (2007 – present) Education ●Bradley University (B.S., Business) ●Bradley University (M.B.A.)		Committees ●Compensation ●Corporate Governance and Nominating
		Qualifications Mr. Shaheen brings to the Board significant experience leading, managing and advising companies and expertise in compliance matters as a result of his service on public and private company boards and their audit and compensation committees. His consulting background gives him keen insight into sales and the customer-based service aspect of the Company's operations and.
Other Public Company Directorships (past 5 years) •Marcus & Millichap Inc. (2013 – present) •Green Dot Corporation (2013 – present) •Korn/Ferry International (2007 – present)
Education •      Bradley University (B.S., Business) •Bradley University (M.B.A.) Company’s operations.

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CORPORATE GOVERNANCESkills Matrix

Summary

Our Board has adopted policiesThe following chart summarizes the key qualifications and procedures thatskills our Board believes are indirector nominees bring to the best interests of the Company and its stockholders while being compliant with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and the Nasdaq Stock Market, LLC (“Nasdaq”).

Our Board leadership structure reflects our Company leadership needs and provides effective oversight of Company management and risk management. Seven of our eight directors are independent, including our Chairman of the Board. Within the last five years, the Company has added three new independent directors to our Board and increased our Board’s gender, racial and ethnic diversity.

The operation and functions ofthat the Board are governed by our Corporate Governance Guidelines. In addition, all of the Company’s directors, officers and employees are subject to our Code of Conduct.

Further details on our governance practices are provided in the following sections.

Board Leadership Structure

Our Board does not view any particular leadership structure as preferred and routinely considers the appropriate leadership structure. This consideration includes the pros and cons of alternative leadership structuresimportant in light of the Company’s operatingour businesses and governance environment at the time, with the goalindustry.

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Table of achieving the optimal model for Board leadership and effective oversight of management by our Board.Contents

Corporate Governance Matters

Our Board consists of eight directors, seven of whom are independent. Our only management director is Mr. Kurian, our Chief Executive Officer. Mr. Nevens, an independent director, holds the role of Chairman of the Board. The Board believes this structure benefits the Board and the Company by enabling the Chief Executive Officer to focus on operational and strategic matters while enabling the Chairman to focus on Board and governance matters, including, among other things, the creation of long-term stockholder value and long-range strategic planning.

As described in more detail below, our Board of Directors has three standing committees, each of which is composed solely of independent directors and chaired by an independent director. Our Board delegates substantial responsibility to each Board committee, which regularly reports its activities and actions back to the Board. We believe that our independent Board committees and their respective chairs are an important aspect of our Board leadership structure.

Corporate Governance Guidelines

Our Board has adopted a formal set of Corporate Governance Guidelines concerning various issues related to Board membership, structure, function and processes; Board committees; leadership development, including succession planning; oversight of risk management; and our ethics helpline. A copy of the Corporate Governance Guidelines is available on our website at http://investors.netapp.com/corporate-governance.  

Strategy and Risk Oversight

Our Board oversees and contributes to the formation of the Company’s strategy and provides oversight of management’s execution and refinement of our strategic plans. The Board engages in discussions regarding our corporate strategy at every Board meeting and, at least annually, receives a formal update on the company’s short- and long-term objectives, including the company’s operating plan and long-term strategic plan.

Our Board, as a whole and through its committees, also has responsibility for the oversight of risk management. With the oversight of our Board, our executive officers are responsible for the day-to-day management of the material risks the Company faces. In its oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by our executive officers are adequate and functioning as designed. The involvement of our Board in setting our long-term business strategy is a key part of our Board’s oversight of risk management and allows our Board to assess and determine what

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constitutes an appropriate level of risk for the Company and review and consider management’s role in risk management. Our Board regularly receives updates from management and outside advisors regarding material risks the Company faces.

Each committee of our Board oversees specific aspects of risk management. For example, our Audit Committee oversees overall integrity of our financial statements, accounting and auditing matters, our compliance with legal, regulatory and public disclosure requirements, our enterprise risk management program, and our initiatives related to cybersecurity, including prevention and monitoring; our Compensation Committee oversees the management risks associated with succession planning and the relationship between our compensation policies and programs; and our Corporate Governance and Nominating Committee oversees the management of risks associated with director independence, conflicts of interest, board composition and organization, and director succession planning. Our committees regularly report their findings to our Board.

Other than when our Board or a committee of our Board meets in executive session, senior management attends all meetings of our Board and its committees and is available to address questions raised by directors with respect to risk management and other matters.

Succession Planning

The Board plans for succession to the position of CEO and other senior management positions to help ensure continuity of leadership. To assist the Board in this effort, the CEO provides the Board with an assessment of other executives and their potential as a suitable successor. The CEO also provides the Board with an assessment of individuals considered to be potential successors to certain other senior management positions. The Board discusses and evaluates these assessments, including in private sessions, and provides feedback to the CEO. Management is responsible for developing retention and development plans for potential successors and periodic progress reports and reviews are provided to the Board.

Independent Directors

A majority of our Board of directorsDirectors and director nominees is composed ofare “independent, directors,” as defined in the applicable laws and regulations of the SEC and the Listing Ruleslisting standards of Nasdaq.the Nasdaq Stock Market, LLC (“Nasdaq”). The independent directors regularly meet in executive session, without management, as part of the normal agenda of our Board meetings. Our Chairman, Mr. Nevens, is a non-employee director and is independent (as defined by the Nasdaq Listing Rules). In addition, the Board previously determined that Mr. Richard. P. Wallace, who retired from the Board effective September 12, 2019, was independent (as defined by the Nasdaq listing rules).

Committees of the Board of DirectorsDirector Attendance

Our Board of Directors maintains three standing committees and has adopted a charter for each that meets applicable Nasdaq rules. Charters are reviewed by their respective committees annually and are availableAverage director attendance at http://investors.netapp.com/corporate-governance.  

Corporate Governance and Nominating Committee

The responsibilities of the committee include:

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Board	• Audit Committee	Review and approval of related person transactions; andCorporate Governance & Nominating Committee	Compensation Committee

All of the members of the Corporate Governance and Nominating Committee meet the applicable requirements for independence from Company management.committee meeting aggregate attendance in fiscal 2021.

Compensation Committee

The responsibilities of the committee include:

All of the members of the Compensation Committee meet the applicable requirements for independence as defined by applicable Nasdaq and Internal Revenue Service rules.

Audit Committee

The responsibilities of the committee include:

All of the members of the Audit Committee meet the applicable requirements for independence from Company management and requirements for financial literacy. Each member of the Audit Committee has the requisite financial management expertise.

Director Selection

Our Board has adopted guidelines for the identification, evaluation and nomination of candidates for director.

To assist with director nominations, our Board has assigned the Corporate Governance and Nominating Committee responsibility for reviewing and recommending nominees to our Board. Although there are no specific minimum qualifications for director nominees, the ideal candidate should have the highest professional and personal ethics and values, and broad experience at the policy-making level in business, government, education, technology, or public service. In evaluating the suitability of a particular director nominee, our Board considers a broad range of factors, including, without limitation, diversity of business experience,

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professional expertise, length of service, character, integrity, judgment, independence, diversity with respect to race, gender and gender, age,ethnicity, age, skills, education, understanding of the Company’s business, and other commitments. In addition, our Corporate Governance and Nominating Committee may consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

The Corporate Governance and Nominating Committee makes an effortworks to ensure that our Board’s composition reflects a broad diversity of experience, professions, skills, viewpoints, geographic representation, personal traits and backgrounds. Additionally, although we have no formal policy with respect to diversity, due to the global and complex nature of our business, our Board believes it is important to identify otherwise qualified candidates who would increase our Board’s racial, ethnic, gender and/or cultural diversity. No specific weights are assigned to particular criteria, and the Corporate Governance and Nominating Committee does not believe that any specific criterion is necessarily applicable to all prospective nominees. When the Corporate Governance and Nominating Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of our Board at that time, given the then-current mix of director attributes. With respect to the nomination of continuing directors for re-election, each continuing director’s past contributions to our Board are also considered.

In the case ofWhen considering new director candidates, the Corporate Governance and Nominating Committee reviews whether the nominee is independent for Nasdaq purposes and recommends a determination to the Board, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Corporate Governance and Nominating Committee generally relies on a variety of resources to compile a list of potential candidates, including, among other things and depending upon the circumstances, its network of contacts, searches of corporate, academic and government environments and resources, and professionalthird party executive search firms. The use of third party executive search firms has increased in recent years. We believe utilizing such a broad variety of resources furthers our Board’s goal of ensuring the identification and consideration of a diverse range of qualified candidates, including, without limitation, women and minority candidates.

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After considering the function and needs of our Board, the Corporate Governance and Nominating Committee conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. The Corporate Governance and Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

1	Reviewing and recommendation	The Corporate Governance and Nominating Committee reviews whether the nominee is independent for Nasdaq purposes and recommends a determination to the Board, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary.
2	Background check	After considering the function and needs of our Board, the Corporate Governance and Nominating Committee conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates.
3	Meeting	The Corporate Governance and Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

If the Corporate Governance and Nominating Committee determines that it wants to identify new independent director candidates for Board membership, it is authorized to retain and to approve the fees of third-party executive search firms to help determine the skills and qualifications that would best complement our Board and identify prospective director nominees.

The Corporate Governance and Nominating Committee uses the same process for evaluating all nominees, regardless of the source of the nomination. The Corporate Governance and Nominating Committee has periodically retained the services of an executive search firm to assist it in identifying new candidates to join the Board, as it did in the case of director nominee Deepak Ahuja.Carrie Palin. At the outset of the search, the Board identified the qualifications, experience and skill set it believed most appropriate to augment the current mix of director qualifications and attributes. This specification was provided to the executive search firm, which then used the specification to identify a select number of candidates for consideration by the Corporate Governance and Nominating Committee. Thereafter, members of the Corporate Governance and Nominating Committee interviewed a subset of the potential candidates and selected Mr. AhujaMs. Palin as the finalist for consideration by the full Board.

A stockholder meeting the ownership requirements in our bylaws, including our proxy access bylaw, who desires to nominateinclude in the Company’s proxy materials a candidate for election to our Board must direct the nomination in writing to NetApp, Inc., 1395 Crossman Avenue, Sunnyvale,3060 Olsen Drive, San Jose, California 94089,95128, Attention: Corporate Secretary in the time periods prescribed by the Company’s bylaws. The nomination must include the same information required by the Company’s bylaws in connection with the nomination of a director of our Board, including, without limitation, the candidate’s name and age; home and business contact information; principal occupation or employment and the name, type of business and address of the nominee’s employer; information regarding the nominee’s and the nominating person’s ownership of Company stock; a description of any arrangement or understanding of the nominee and the nominating person with each other or any other person regarding future employment or any future transaction to which the Company will or may be a party; and a written consent to be nominated

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and written statement that, if nominated, such candidate will tender an irrevocable advance resignation in accordance with the Company’s Corporate Governance Guidelines. As detailed in the Company’s bylaws, every nominee, whether nominated by the Board or a stockholder, must also deliver to the Company’s Corporate Secretary certain written representations and agreements, including a representation and agreement regarding such person’s agreement, arrangements or understandings with any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question.

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Corporate Governance

Our Board has adopted policies and procedures that our Board believes are in the best interests of the Company and its stockholders while being compliant with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and the Nasdaq.

Our Board leadership structure reflects our Company leadership needs and provides effective oversight of Company management and risk management. Eight of our nine directors are independent, including our Chairman of the Board. Within the last five years, the Company has added three new independent directors to our Board and increased our Board’s gender, racial and ethnic diversity.

The operation and functions of the Board are governed by our Corporate Governance Guidelines. In addition, all of the Company’s directors, officers and employees are subject to our Code of Conduct.

Further details on our governance practices are provided in the following sections.

Corporate Governance Highlights

We are committed to strong corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board of Directors (the “Board”) and management accountability. Since the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”), in response to feedback from our stockholders, we have adopted proxy access bylaws and agreed to share diversity data on our website, which we update annually. We have also adopted bylaw provisions providing qualifying stockholders holding at least 25% of the outstanding stock of the Company the right to request special stockholder meetings, subject to the applicable terms of our bylaws. As described below in Proposal Number 6, we have proposed certain amendments to the Company’s certificate of incorporation and bylaws, subject to stockholders’ approval, that would grant stockholders the right act by written consent.

Governance highlights include:

Our Board has adopted a formal set of Corporate Governance Guidelines concerning various issues related to Board membership, structure, function and processes; Board committees; leadership development, including succession planning; oversight of risk management; and our ethics helpline. A copy of the Corporate Governance Guidelines is available on our website at http://investors.netapp.com/corporate-governance.

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Board Structure and Responsibilities

MeetingsBoard Leadership Structure

Our Board does not view any particular leadership structure as preferred and Committeesroutinely considers the appropriate leadership structure. This consideration includes the pros and cons of alternative leadership structures in light of the Company’s operating and governance environment at the time, with the goal of achieving the optimal model for Board leadership and effective oversight of management by our Board.

Our Board consists of nine directors, eight of whom are independent. Our only management director is Mr. Kurian, our Chief Executive Officer.

Mr. Nevens, an independent director, holds the role of Chairman of the Board. The Board believes this structure benefits the Board and the Company by enabling the Chief Executive Officer to focus on operational and strategic matters while enabling the Chairman to focus on Board and governance matters, including, among other things, the creation of long-term stockholder value and long-range strategic planning.

As described in more detail below, our Board of Directors has three standing committees, each of which is composed solely of independent directors and chaired by an independent director. Our Board delegates substantial responsibility to each Board committee, which regularly reports its activities and actions back to the Board. We believe that our independent Board committees and their respective chairs are an important aspect of our Board of Directorsleadership structure.

Board Oversight

Our Board held five meetingsoversees and also acted by written consent during fiscal 2020. During fiscal 2020, each membercontributes to the formation of the Company’s strategy and provides oversight of management’s execution and refinement of our strategic plans. The Board attendedengages in discussions regarding our corporate strategy at every Board meeting and, at least 75%annually, receives a formal update on the company’s short- and long-term objectives, including the company’s operating plan and long-term strategic plan.

Our Board, as a whole and through its committees, also has responsibility for the oversight of risk management.

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Succession Planning
The Board plans for succession to the aggregateposition of (1)CEO and other senior management positions to help ensure continuity of leadership. To assist the total numberBoard in this effort, the CEO provides the Board with an assessment of meetingsother executives and their potential as a suitable successor. The CEO also provides the Board with an assessment of ourindividuals considered to be potential successors to certain other senior management positions. The Board held during fiscal 2020;discusses and (2)evaluates these assessments, including in private sessions, and provides feedback to the total numberCEO. Management is responsible for developing retention and development plans for potential successors and periodic progress reports and reviews are provided to the Board.

Committees of meetings held by allThe Board committees on which such director served, in each case covering the periods of fiscal 2020 during which such director served on our Board or such committees, as applicable.  Directors

There are no family relationships among executive officers, directors or nominees of the Company. Our Board currently has three standing committees, each of which is composed entirely of independent directors, and each of which operates under a charter approved by our Board: the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee.

The members of the committees as of the date of this Proxy Statement are identified in the following table:

All members of the Audit Committee are independent in accordance with the applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. Our Board has determined that each of Mr. Ahuja and Mr. Schenkel qualifies as an “audit committee financial expert” under the rules and regulations of the SEC. The Audit Committee reviews, acts on and reports to our Board with respect to various auditing and accounting matters, including the selection of the Company’s independent registered public accounting firm, the scope of the annual audits, fees to be paid to the independent registered public accounting firm, the performance of the Company’s independent registered public accounting firm, the accounting practices of the Company and other such functions as detailed in the Audit Committee Charter, which can be found on the Company’s website at http://investors.netapp.com/corporate-governance. The Audit Committee held eight meetings during fiscal 2020.

All members of the Compensation Committee are independent in accordance with the applicable laws and regulations of the SEC and the Listing Rules of Nasdaq and each member qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended. The Compensation Committee establishes salaries, incentive and equity compensation programs, and other forms of compensation for our officers and non-employee directors; creates the compensation guidelines under which management establishes salaries for non-officers and other employees of the Company; and administers the compensation and benefit plans of the Company. In carrying out its responsibilities, the Compensation Committee reviews, at least annually, the compensation for the Chief Executive Officer, all executive vice presidents, all senior vice presidents and non-employee directors, the corporate goals relevant to

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compensation, and our executive and leadership development policies. The functions of the Compensation Committee are detailed in the Compensation Committee Charter, which can be found on the Company’s website at http://investors.netapp.com/corporate-governance. The Compensation Committee meets regularly with its outside advisors independently of management. The Compensation Committee held seven meetings during fiscal 2020.

All members of the Corporate Governance and Nominating Committee

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Compensation Committee

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Audit Committee

Meetings and Attendance of Our Board of Directors

Our Board held eight meetings and also acted by written consent during fiscal 2021. During fiscal 2021, each member of our Board attended at least 75% of the SEC andaggregate of (1) the Listing Rulestotal number of Nasdaq. The Corporate Governance and Nominating Committee evaluates and recommends tomeetings of our Board candidates for Board membership and considers nominees recommended by stockholders who satisfy the conditions described above under “Director Selection.” The Corporate Governance and Nominating Committee also develops and recommends corporate governance policies and other governance guidelines and procedures to our Board. The functions of the Corporate Governance and Nominating Committee are detailed in the Corporate Governance and Nominating Committee Charter, which can be found on the Company’s website at http://investors.netapp.com/corporate-governance. The Corporate Governance and Nominating Committee held three meetings during fiscal 2020.2021; and (2) the total number of meetings held by all Board committees on which such director served, in each case covering the periods of fiscal 2021 during which such director served on our Board or such committees, as applicable.

Stockholder Meeting Attendance for Directors

We do not have a formal policy for director attendance at our annual meetings, but historically they have been attended by all of the directors. All of the directors then serving attended the 20192020 Annual Meeting of Stockholders (the “2019“2020 Annual Meeting”), which was held virtually.

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Board Accountability and Processes

Stockholder Communications Policy

Stockholders may contact any of the Company’s directors by writing to them c/o NetApp, Inc., 3060 Olsen Drive, San Jose, California 95128, Attn: Corporate Secretary. Employees and others who wish to contact our Board or any member of the Audit Committee to report questionable practices may do so anonymously by using this address and designating the communication as “confidential.”

Board Self-Evaluation

Our Board maintains a regular and robust evaluation process designed to continually assess its effectiveness. Every year, the Board conducts a formal evaluation of each committee, individual directors, and the Board as a whole. Our process is designed to gauge understandings of and effectiveness in person.board composition and conduct; meeting structure and materials; committee composition; strategic planning and oversight; succession planning; culture and diversity; and other relevant topics, such as crisis management and ESG-related perspectives and skills.

The process involves the Corporate Governance and Nominating Committee designing each year’s evaluation process before recommending it to the full Board. When designing the evaluation process and questions, the Board considers the current dynamics of the boardroom, the Company, and our industry, the format of previous annual evaluations, and issues that are at the forefront of our investors’ minds.

Code of Conduct

The Company has adopted a Code of Conduct that includes a conflict of interest policy that applies to all directors, officers and employees. All employees are required to affirm in writing their understanding and acceptance of the Code of Conduct.

The Code of Conduct is posted on the Company’s website at: http://investors.netapp.com/corporate-governance.corporate-governance. The Company will post any amendments to or waivers of the provisions of the Code of Conduct on its website.

Political Contributions Policy

The Company’s Political Contributions Policy and its Code of Conduct prohibit political contributions of any kind, by or on behalf of the Company. Our Code of Conduct also requires advance approval of any donation of NetApp assets or funds. We believe this provides an additional measure of oversight in enforcing our policy against Company political contributions.

Personal Loans to Executive Officers and Directors

The Company does not provide personal loans or extend credit to any executive officer or director.

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Stockholder Communications Policy

Stockholders may contact any of the Company’s directors by writing to them c/o NetApp, Inc., 1395 Crossman Avenue, Sunnyvale, California 94089, Attn: Corporate Secretary. Employees and others who wish to contact our Board or any member of the Audit Committee to report questionable practices may do so anonymously by using this address and designating the communication as “confidential.”

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DIRECTOR COMPENSATIONDirector Compensation

The Compensation Committee evaluates the non-employee director compensation program annually with the assistance of its independent compensation consultant, Meridian Compensation Partners. As a part of this process, the Compensation Committee reviews market data for director compensation from the Company’s Compensation Peer Group, the same group used for our executive compensation review, including cash compensation, equity compensation and stock ownership requirements. Non-employee director compensation is generally targeted at the market median and is periodically adjusted to maintain alignment with market and peer pay practices. Non-employee directors receive annual cash retainers as well as equity awards for their service on our Board. Details of the compensation are discussed in the narrative below. Employee directors do not receive any compensation for their services as members of our Board.

Director Compensation Table

The table below summarizes the total compensation paid by the Company to our directors for fiscal 2020.  2021.