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NetApp Inc. Reshuffles Leadership of High-Tech Legal Operation

Jan. 11, 2022, 10:33 AM

NetApp Inc., a data management and storage company known for adopting cutting-edge technology in its law department, has announced a separation of its strategy and legal teams.

Matthew Fawcett, who spent more than a decade as general counsel for the Sunnyvale, Calif.-based company prior to becoming chief strategy and legal officer a year ago, is now solely in charge of strategy.

Elizabeth O’Callahan, a former deputy general counsel and chief privacy officer at NetApp who stepped into Fawcett’s general counsel job last year, is the company’s new chief legal officer.

The change comes after the company’s legal group established a reputation under Fawcett as an aggressive adopter of new technologies that were designed to embrace innovation and improve efficiencies for both in-house and outside counsel.

O’Callahan, who previously reported to Fawcett, will now report directly with Fawcett to NetApp CEO George Kurian. Lisa Borgeson, an in-house head of employment law and compliance at NetApp, took over as privacy chief last year.

Fawcett, O’Callahan, and NetApp didn’t respond to requests for comment about the legal leadership change. NetApp disclosed the new structure in a Jan. 6 statement.

Successor

Fawcett said in a statement that he always “envisioned” O’Callahan to be his successor as legal chief after hiring the former DLA Piper lawyer in 2013. “I’m excited and proud to see that become reality,” he said.

Fawcett said via LinkedIn he’s excited to be O’Callahan’s “client” in his new position running corporate development, strategy, and government relations for NetApp.

The company’s reorganization of its legal function comes four months after it suffered a setback in a legal dispute with its former CEO Daniel Warmenhoven. Bloomberg Law reported in September that NetApp must face a lawsuit filed by Warmenhoven accusing the company of breaching its fiduciary duty under the Employee Retirement Income Security Act.

Warmenhoven claimed NetApp broke a promise to pay the health benefits of its retired executives for life when the company ended the plan in 2019. The U.S. Court of Appeals for the Ninth Circuit remanded the case filed by Warmenhoven to a federal district court.

Warmenhoven, who stepped down as CEO of NetApp in 2009, joined the board of directors at Elizabeth Holmes-led Theranos Inc. in 2016.

In 2019, NetApp prevailed in a similar lawsuit over medical coverage filed against the company by several former executives, including Warmenhoven.

Compensation

Fawcett earned almost $3.3 million in total compensation—including roughly $2 million in stock awards—from NetApp during fiscal 2021, according to the company’s most recent proxy statement.

Bloomberg data shows that Fawcett currently owns more than $6 million in company stock. He sold off more than $497,000 in NetApp stock last year, per securities filings.

Fawcett’s first hire upon joining NetApp as legal chief in 2010 was Connie Brenton, who became the company’s chief of staff and senior director of legal operations.

Brenton, a former in-house lawyer at Oracle Corp. and Sun Microsystems Inc., emerged as a thought leader on everything from cybersecurity and data privacy to diversity in her role as a founder and former president and CEO of the Corporate Legal Operations Consortium.

CLOC, a group of legal operations professionals that installed its own new leadership last year, saw Brenton resign from the organization in 2019 ahead of a decision to permit law firm membership. A federal tax filing by CLOC for that year shows Brenton was paid $180,000 to lead the San Jose, Calif.-based nonprofit.

Brenton didn’t respond to a request for comment about whether her position at NetApp will change due to the company’s restructuring of its legal leadership.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editors responsible for this story: Chris Opfer at copfer@bloomberglaw.com; John Hughes at jhughes@bloombergindustry.com