NetApp Inc. quietly announced last week that it planned to add two directors to its board. But their qualifications may hint that the decision to appoint them did not just come out of thin air.
In its preliminary proxy filing, NetApp, the computer storage provider, disclosed that it will seat Kathryn M. Hill and Tor R. Braham as its newest directors, with investors voting on them at the company's annual meeting on Sept. 13.
Both have been involved in the technology sector for a long time. But according to people briefed on the matter, they were also suggested by Elliott Management, the activist hedge fund that has taken a stake of just less than 5 percent in NetApp and is pushing for strategic changes at the company.
Elliott, which has managed to shake up several technology companies in recent years, had discussed adding Ms. Hill and Mr. Braham with the company for a number of weeks, one of these people said. Mr. Braham was the suggestion of Elliott's point person on technology investments, Jesse Cohn; Ms. Hill arose out of discussions between the two sides.
What makes both nominees interesting are their backgrounds. Ms. Hill was most recently a senior vice president of development strategy and operations at Cisco Systems, which is considered a natural potential buyer of NetApp.
And Mr. Braham is a longtime technology mergers banker who previously worked at Deutsche Bank and at Credit Suisse, where he worked with the deal maker Frank Quattrone.
“We applaud NetApp's smart, forward-thinking decision to strengthen its board as it plans for success in the future,†Mr. Cohn of Elliott said in a statement. “Both Tor and Kathy will add tremendously to the board's dialogue as it seeks to ensure continued success and value-creation for NetApp's stockholders.â€
A possible goal of adding the two directors is to help steer the company's board into considering a sale, an idea that Elliott has supported. It has had success agitating for the sales of Novell and BMC Software. The hedge fund has pushed for several changes at NetApp to lift its stock price.
The company has already taken steps to return money to shareholders. In May, it rolled out a $3 billion stock buyback plan and a new quarterly cash dividend.
It remains to be seen whether NetApp will take that next step. For its part, the company said of its newest directors: “All candidates underwent a comprehensive review process and NetApp is confident in the two new nominees to bring a fresh perspective to our existing board with their relevant experience and deep industry knowledge.â€
The company added that its board and management would continue working to improve the company's long-term shareholder value and “will continue to take actions that we believe will enable us to achieve this objective.â€
