01—Abstract
Summary
Summary of the 8-K filed January 28, 2025. Cited figures are marked; the original filing is the authoritative source.
On January 28, 2025, NetApp, Inc. announced the appointment of Wissam Jabre as Executive Vice President and Chief Financial Officer and principal financial officer, effective March 10, 2025.
He replaces Michael J. Berry, who previously announced his retirement on August 28, 2024. Berry will remain with the company in a senior advisor role to assist with an orderly transition of his duties.
Jabre most recently served as executive vice president and chief financial officer of Western Digital Corporation from January 2022, and previously as senior vice president and chief financial officer of Dialog Semiconductor Plc from March 2016 to August 2021. He has served on the board of MKS Instruments, Inc. since November 2024, including on its audit committee. The filing states his offer letter provides an annual base salary of $750,000,a an annual incentive compensation target of 130% of base salary, and multiple equity grants including $3,750,000 in fiscal 2024 PBRSUs, $3,750,000 in fiscal 2025 PBRSUs, and $7,500,000 in service-vested RSUs.
The offer letter also includes a $6,565,500b sign-on bonus, payable within 30 days of his start date, subject to clawback if he voluntarily leaves within 24 months: full repayment on or before 12 months and 50% repayment after 12 months but on or before 24 months. The Board approved his entry into the company's standard Change of Control Severance Agreement and Indemnification Agreement, both effective March 10, 2025.
02—Key points
Key Highlights
- Wissam Jabre appointed Executive Vice President and Chief Financial Officer and principal financial officer, effective March 10, 2025
- Replaces Michael J. Berry, who previously announced his retirement on August 28, 2024; Berry will serve as a senior advisor for an orderly transition
- Base salary of $750,000 with an annual incentive compensation target of 130% of base salary
- Equity package includes $3,750,000 in fiscal 2024 PBRSUs, $3,750,000 in fiscal 2025 PBRSUs (performance period ending with fiscal 2027), and $7,500,000 in service-vested RSUs vesting one-third annually
- Sign-on bonus of $6,565,500, subject to clawback: full repayment if he voluntarily leaves on or before 12 months, 50% repayment if he leaves after 12 months but on or before 24 months
- Prior experience as CFO of Western Digital Corporation (from January 2022) and Dialog Semiconductor Plc (March 2016 to August 2021)
- Board approved standard Change of Control Severance Agreement and Indemnification Agreement for Jabre, effective March 10, 2025
03—Questions
Frequently Asked Questions
Who is replacing the current CFO and when does the change take effect?
Wissam Jabre replaces Michael J. Berry as Executive Vice President and Chief Financial Officer, effective March 10, 2025. Berry remains with the company in a senior advisor role to assist with the transition of his duties.
What is Jabre's compensation package?
The offer letter provides a $750,000 annual base salary, a 130% annual incentive target, $3,750,000 in fiscal 2024 PBRSUs, $3,750,000 in fiscal 2025 PBRSUs, $7,500,000 in service-vested RSUs, and a $6,565,500 bonus payable within 30 days of his start date.
What retention terms apply to the sign-on bonus?
The bonus requires continued employment for at least 24 months after his start date. If he voluntarily leaves on or before the 12-month anniversary, he must repay the full amount. If he leaves after 12 months but on or before 24 months, he must repay 50%.
What is Jabre's relevant professional background?
He was CFO of Western Digital Corporation from January 2022 and CFO of Dialog Semiconductor Plc from March 2016 to August 2021. He also serves on the board and audit committee of MKS Instruments, Inc. since November 2024.
How does the executive's equity vesting work if employment ends?
If he is terminated without cause and signs a release, new hire RSUs vesting within one year continue to vest for that year, and new hire PBRSUs continue to vest at target. On death or disability, RSUs and PBRSUs vest immediately, with PBRSUs vesting at target.
04—Continue