NetScout Systems (NASDAQ: NTCT) sets 2026 board, pay and plan votes
Rhea-AI Filing Summary
NetScout Systems, Inc. will hold its 2026 annual stockholder meeting on September 9, 2026 in Westford, Massachusetts to elect three Class III directors, approve executive compensation on an advisory basis, update its 2019 equity incentive plan and 2011 employee stock purchase plan, and ratify KPMG as auditor.
The board is majority independent, uses a Lead Independent Director structure, and reports that 33% of directors are women and 33% are from underrepresented communities, with aggregate board and committee attendance of 96.7% in fiscal 2026.
For fiscal 2026, NetScout reports revenue of $859.5 million, cybersecurity revenue of $312.5 million, GAAP net income of $95.5 million and non-GAAP net income of $182.0 million, and emphasizes a pay-for-performance program tied to revenue, non-GAAP EPS and cybersecurity growth.
Positive
- None.
Negative
- None.
Filing Explained
The proposals await stockholder action, while Marlene Pelage’s July 21 class reassignment preserved uninterrupted Board service.
This DEF 14A places the disclosed matters before stockholders for a vote; it does not complete those matters before the
Separately, on
The executive-compensation proposal is expressly advisory and nonbinding on NetScout and its Board, so that vote can inform later compensation decisions but does not itself require a change.
Key Figures
Key Terms
Enterprise risk management financial
Audit Committee Financial Expert regulatory
non-GAAP net income financial
performance-based restricted stock units financial
Distributed Denial-of-Service (DDoS) technical
say-on-pay vote regulatory
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Anil K. Singhal | ||
| Anthony Piazza | ||
| Sanjay Munshi | ||
| John W. Downing | ||
| Michael Szabados | ||
| Jean Bua |
- Approve, on an advisory basis, the compensation of named executive officers
- Approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended
- Approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What proposals are NTCT stockholders voting on at the 2026 annual meeting?
When and where is NetScout Systems (NTCT) holding its 2026 annual meeting?
How did NTCT perform financially in fiscal year 2026?
What are the key elements of NTCT’s executive compensation program?
How independent and diverse is NTCT’s board of directors?
How are NTCT’s independent directors compensated for board service?
Table of Contents
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
Table of Contents
July 24, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of NetScout Systems, Inc. on September 9, 2026, at 10:00 am Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.
At the Annual Meeting, you will be asked to:
It is important that your shares be voted regardless of whether or not you attend the meeting. Please follow the voting instructions on the Notice of Internet Availability of Proxy Materials that you received. If you received a proxy card or voting instruction form, please complete the proxy card or voting instruction form promptly. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone – please refer to your voting instruction form. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with the foregoing. We appreciate your cooperation.
Very truly yours,
Anil K. Singhal
Co-Founder, President, Chief Executive Officer,
and Chairman of the Board
Table of Contents
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders (“Annual Meeting”) of NetScout Systems, Inc. (“NetScout”, the “Company”, “us” or “we”) will be held on Wednesday, September 9, 2026 at 10:00 a.m. Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.
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Date and Time Wednesday, September 9, 2026 10:00 a.m. Eastern Time |
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Location 310 Littleton Road Westford, MA 01886 |
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Record Date July 13, 2026 |
The items of business at the Annual Meeting are the following:
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PROPOSAL |
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BOARD VOTING RECOMMENDATION |
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PAGE REFERENCE |
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1. To elect the three Class III Directors nominated by our Board of Directors and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified. |
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FOR each nominated Director |
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2. To approve, on an advisory basis, the compensation of our named executive officers |
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3. To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended |
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4. To approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended |
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5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 |
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Stockholders will also consider any other business properly brought before the meeting or any adjournment thereof.
VOTING
Stockholders of record can vote their shares by using the internet or the telephone. Instructions for using these services are set forth on the proxy card or the Notice of Internet Availability of Proxy Materials (the “Notice”). If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by phone; please refer to the notice containing voting instructions that you should receive from your broker rather than from us. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with one of the foregoing methods.
By Order of the Board of Directors,
Anil K. Singhal
Co-Founder, President, Chief Executive Officer,
and Chairman of the Board
Westford, Massachusetts
July 24, 2026
OTHER IMPORTANT INFORMATION
The proxy materials, including this Proxy Statement, our Annual Report to Stockholders for the fiscal year ended March 31, 2026 (“2026 Annual Report”), which includes our consolidated financial statements, the proxy card, and the Notice, are being distributed beginning on or about July 28, 2026, to all stockholders entitled to vote as of July 13, 2026 (the “Record Date”).
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on September 9, 2026. This Notice, our proxy statement, and the 2026 Annual Report are available free of charge at www.envisionreports.com/NTCT.
Table of Contents
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Proposal 1: |
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Election of Directors |
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Nominees and Continuing Directors |
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Qualification, Attributes, Skills and Experience of Our Nominees and Continuing Directors |
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Class III Director Nominee Biographies |
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Continuing Director Biographies |
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Corporate Governance |
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Leadership of the Board |
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Board Independence |
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Board Experience and Composition of Nominees and Continuing Directors |
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The Board’s Role in Risk Oversight |
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Information Security Risk Oversight |
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Human Capital Management Oversight |
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Board and Management Succession Planning |
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Board and Committee Assessments |
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Identifying and Evaluating Director Nominees |
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Stockholder Recommendations of Board Candidates |
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Policy Governing Security Holder Communications with the Board of Directors |
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Code of Ethics |
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Majority Voting for Directors and Director Resignation Policy |
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Stockholder Engagement and Outreach |
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The Board of Directors and Its Committees |
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Board Meetings and Director Attendance |
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Corporate Citizenship |
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Director Compensation |
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Proposal 2: |
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Advisory Vote on Executive Compensation |
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Executive Officers |
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Compensation Discussion and Analysis |
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Business Overview |
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Corporate Performance Overview |
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Executive Summary |
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Listening to our Stockholders |
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Compensation Governance Highlights |
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Executive Compensation Objectives |
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Elements of Our Fiscal Year 2026 Executive Compensation Program |
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Base Salaries and Target Bonus Amounts |
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Annual Incentive Bonus Awards |
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Annual Incentive Bonus Payout Amounts |
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Long-Term Equity Awards |
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Retirements of Chief Operating Officer and Chief Financial Officer |
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Post-Termination Compensation |
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Other Benefits |
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Executive Compensation Review and Process |
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Fiscal Year 2026 Peer Group |
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Regulatory Requirements and Risk Management |
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Policies for Compensation Risk Mitigation |
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Report of Compensation Committee of the Board of Directors |
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Compensation Committee Interlocks and Insider Participation |
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Compensation and Other Information Concerning Executive Officers |
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Proposal 3: |
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Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as Amended |
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Proposal 4: |
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Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as Amended |
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Proposal 5: |
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Ratification of Appointment of Independent Registered Public Accounting Firm |
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Audit Committee Matters |
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Transactions with Related Persons |
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Delinquent Section 16(a) Reports |
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Security Ownership of Certain Beneficial Owners and Management |
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General Information |
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Questions and Answers About These Proxy Materials and Voting |
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Householding of Proxy Materials |
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Forward-Looking Statements |
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Information |
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Other Matters |
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Appendix A – GAAP vs. Non-GAAP Measures |
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A-1 |
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Appendix B – NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended |
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Appendix C – NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan |
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C-1
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Table of Contents
We are asking our stockholders to vote “FOR” the Board’s three nominees for election as Class III Directors, each to serve on our Board for a three-year term until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or, if earlier, the Director’s death, resignation, or removal. Each of the nominees was previously elected by stockholders. The term of directorship for Michael Szabados, our Vice Chairman of the Board, will conclude at the 2026 Annual Meeting. To more evenly balance membership among the classes of directors and to meet the requirements of our by-laws, the Board determined to move one of the directors from Class II (with a term expiring at the 2028 annual meeting of stockholders) to Class III (with a term expiring at the 2026 Annual Meeting),
ELECTION OF DIRECTORS
and to have the stockholders vote on that director’s nomination. Accordingly, on July 21, 2026, Marlene Pelage resigned as a Class II director, and was immediately appointed by the Board as a Class III director. The resignation and reappointment of Ms. Pelage was effected solely to rebalance the Board classes, and for all other purposes, including vesting and other compensation matters, Ms. Pelage’s service on the Board is deemed to have continued uninterrupted. Ms. Pelage continues to serve on the Company’s Audit Committee and Finance Committee. Ms. Pelage previously stood for re-election as a Class II director at the 2025 Annual Meeting, where she received approximately 99.46% of the votes cast in favor of her election.
Nominees and Continuing Directors
The following table sets forth information regarding our continuing Directors and the nominees standing for election at the Annual Meeting:
Nominee or Director Name |
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Director |
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Nominees: |
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Joseph G. Hadzima, Jr. |
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Director |
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1998 |
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Christopher Perretta |
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Director |
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2014 |
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Marlene Pelage |
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Director |
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2023 |
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Continuing Directors: |
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Alfred Grasso |
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2027 |
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Director |
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2018 |
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Shannon Nash |
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2027 |
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Director |
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2023 |
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Vivian Vitale |
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2027 |
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Director |
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2019 |
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Robert E. Donahue |
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Director |
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2013 |
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John R. Egan |
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Lead Independent Director |
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Anil K. Singhal |
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Co-Founder, President, Chief Executive Officer, and Chairman of the Board |
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR. |
NetScout Systems, Inc. | 2026 Proxy Statement | 1
Table of Contents
Proposal 1
Qualification, Attributes, Skills and Experience of Our Nominees and Continuing Directors
We believe effective oversight comes from a Board that represents a diverse range of skills, experience and perspectives necessary for sound governance. The Nominating and Corporate Governance Committee regularly reviews with the Board the qualifications, attributes, skills, and experience that it believes are desirable to be represented on the Board to help ensure that they align with NetScout’s long-term strategy.
We believe the members of our Board of Directors possess a range and depth of expertise and experience to effectively oversee NetScout’s operations, risks, and long-term strategy.
The table below summarizes the key qualifications, attributes, skills, and experience most relevant to the decision to nominate candidates to serve on our Board of Directors. The fact that a specific area of focus or experience is not designated does not mean the Director nominee does not possess that attribute or expertise. Rather, the attributes or experiences noted below are those reviewed by the Nominating and Corporate Governance Committee and our Board of Directors in making nomination decisions and as part of the Board succession planning process.
Qualifications, Expertise, & Attributes |
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Leadership |
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Financial |
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Human Capital and |
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Service Assurance & Cybersecurity Industry |
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Innovation & |
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Sales & Go-to-Market |
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International Markets |
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Strategic Planning |
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Risk Management |
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Sustainability & Engagement |
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Cybersecurity & Data Privacy Oversight |
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NetScout Systems, Inc. | 2026 Proxy Statement | 2
Table of Contents
Proposal 1
Director Nominee Skills
The qualification, attributes, skills, and experience of our nominees and Directors were assessed using the following definitions:
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Leadership: Experience leading an organization of significant size with proven ability to develop and execute a strategy to drive results and long-term stockholder value creation. |
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Financial: Expertise with corporate finance and capital structure and proven ability to identify and understand issues associated with our business and financial model, including, but not limited to, our financial risk exposures, and oversight of internal controls over financial reporting. |
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Human Capital and Talent Management: Demonstrated strength in attracting, developing, and retaining top talent and succession planning. |
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Service Assurance & Cybersecurity Industry: Experience in the service assurance and cybersecurity industry in which our Company operates. |
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Innovation & Product Development: Experience developing and leading forward-thinking product innovation and emerging technologies, including SaaS and cybersecurity technologies. |
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Sales & Go-to-Market: Experience building brand and product awareness and developing strategies to grow sales and market share for both existing and new products. |
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International Markets: An understanding of global markets, economic conditions, regulatory environments, and cultures, and a perspective on global market opportunities. |
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Strategic Planning: Experience developing and executing the long-term growth strategy of a technology company, through business combinations and acquisitions, product innovation, and effective sales and marketing campaigns. |
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Risk Management & Governance: Experience in public company corporate governance, legal and regulatory compliance, policy making, and risk oversight with an emphasis on comprehensive enterprise risk management. |
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Sustainability & Engagement: Experience with overseeing governance, sustainability, and engagement matters, including those related to environmental, social, and governance (“ESG”), to drive corporate strategy and stockholder value by operating sustainably and taking into account the interests of key stakeholders and communities in which our Company operates. |
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Cybersecurity & Data Privacy Oversight: Experience with and understanding of cybersecurity and data privacy issues including company-wide risk management and the legal and regulatory landscape. |
NetScout Systems, Inc. | 2026 Proxy Statement | 3
Table of Contents
Proposal 1
Class III Director Nominee Biographies
Joseph G. Hadzima, Jr.
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President and |
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Director Since: |
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July 1998 Independent |
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Audit, Nominating and Corporate Governance (Chair), Finance |
III |
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Director Qualifications ▪ Mr. Hadzima’s experience with emerging technology companies, his legal experience, and his service on other boards provides NetScout with a valuable business perspective and insight into emerging technologies that may affect the business and strategies of NetScout. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Sustainability & Engagement ▪ Leadership ▪ Risk Management & Governance ▪ Strategic Planning Professional Experience and Biography ▪ From 1998 to 2023, Mr. Hadzima was a Managing Director of Main Street Partners, LLC, a venture capital investing and technology commercialization company. Since 2000, Mr. Hadzima has also been President of IPVision, Inc., a Main Street Partners portfolio company that provides intellectual property analysis systems and services. In 2019, Mr. Hadzima co-founded Neurostim Technologies, a company commercializing a low cost neurostimulation patch technology for the treatment of the symptoms of various chronic medical conditions. Mr. Hadzima was a partner at Sullivan & Worcester LLP from 1987 to 1996 and was Of Counsel from 1996 to 2024, where his practice consisted of counseling new ventures on business and legal matters and advising financial institutions and others on computer and technology licensing matters. Mr. Hadzima has been a Senior Lecturer at MIT Sloan School of Management since 1990 and serves as a director on two private company boards. Other Public Company Directorships ▪ None. |
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Christopher Perretta
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Former Chief |
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Director Since: |
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September 2014 Independent |
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Audit,
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Director Qualifications ▪ Mr. Perretta’s experience with various Fortune 500 companies and his service on other boards provides NetScout with valuable business perspectives and insights into global issues that may affect the business and strategies of NetScout. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Innovation & Product Development ▪ Leadership ▪ Service Assurance & Cybersecurity Industry Professional Experience and Biography ▪ Mr. Perretta served as chief information and operations officer at MUFG Americas Holdings Corporation, a bank holding company, and its U.S. banking subsidiary, MUFG Union Bank, N.A. from April 2016 to January 2019. From September 2007 to April 2016, Mr. Perretta served as the Executive Vice President and Chief Information Officer at State Street Corporation and as a member of State Street Corporation’s Management Committee from February 2013 until April 2016. From December 1996 to September 2007, Mr. Perretta served in various roles at General Electric Corporation, including as Chief Information Officer for the North American Consumer Financial Services unit, Chief Technology Officer for General Electric Capital, and, from January 2003 to September 2007, as Chief Information Officer of General Electric Commercial Finance. Mr. Perretta previously served as a member of the board of directors of a privately held technology company, as well as Deutsche Bank Trust Company NA. He currently serves on the Board of Pathward Financial and the Advanced Cyber Security Center. Other Public Company Directorships ▪ Current: Pathward Financial, Inc. |
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NetScout Systems, Inc. | 2026 Proxy Statement | 4
Table of Contents
Proposal 1
Class III Director Nominee Biographies
Marlene Pelage
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Chief Financial Officer, |
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January 2023 Independent |
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Audit (Chair), |
III |
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Director Qualifications ▪ Ms. Pelage’s experience and expertise in finance, operations, risk management, strategic planning, and mentorship provide deep experience to NetScout. Ms. Pelage is considered to be an “Audit Committee Financial Expert” within the meaning of the SEC regulations and has accounting and related financial management expertise. Director Skills ▪ Financial ▪ International Markets ▪ Leadership ▪ Strategic Planning Professional Experience and Biography ▪ Ms. Pelage joined Gen II Fund Services LLC, a leading provider of fund management services in the Private Equity world, as Chief Financial Officer in July 2023. From 2021 to July 2023, Ms. Pelage was the Global Chief Financial Officer of IPG Mediabrands, a leading media planning agency. Previously, Ms. Pelage held several leadership roles at Charles Schwab & Co., including as Chief Financial Officer of Charles Schwab Bank, from May 2019 to March 2021. Prior to that, Ms. Pelage served as Vice President of Enterprise Finance at Charles Schwab & Co., from November 2014 to April 2019. Earlier in her career, Ms. Pelage spent over a decade at Crédit Agricole Bank, where she held positions in several international locations. Other Public Company Directorships ▪ None. |
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NetScout Systems, Inc. | 2026 Proxy Statement | 5
Table of Contents
Proposal 1
Continuing Director Biographies
Alfred Grasso
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Former President and |
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Compensation, |
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Director Qualifications ▪ Mr. Grasso’s experience as Chief Executive Officer of the MITRE Corporation and his board and leadership experience with numerous other scientific, technical, and other organizations, provide deep government sector and global business experience to NetScout. Director Skills ▪ Human Capital and Talent Management ▪ Innovation & Product Development ▪ Leadership ▪ Risk Management & Governance ▪ Service Assurance & Cybersecurity Industry ▪ Strategic Planning Professional Experience and Biography ▪ Mr. Grasso is the past President and Chief Executive Officer of the MITRE Corporation, which manages federally funded research and development centers, a position he held from 2006 to 2017. Since 2019, Mr. Grasso has served on the Board of Trustees of Riverside Research, where he serves as Chair of the Special Program Committee and is a member of the Compensation and Governance Committees. He has served on the Board of Trustees of the Virginia Academy of Science, Engineering and Medicine since 2019 and was elected President in 2025. Mr. Grasso is a Permanent Director and Executive Committee member of the Armed Forces Communications and Electronics Association (AFCEA) International’s Board of Directors and served as Chairman from 2012 to 2014 and Vice Chairman from 2010 to 2012. Mr. Grasso is the former President of the Board of the National GEM Consortium, a non-profit organization that promotes the participation of under-represented groups in the science, technology, engineering, and math fields, and a former member of the Defense Science Board and the Army Science Board. He has served as a Trustee of the George Mason University Foundation, a member of the Stevens Institute Systems Engineering Research Center Advisory Board, the University of Virginia’s Department of Systems and Information Engineering Advisory Board, Howard University’s College of Engineering, Architecture and Computer Sciences Board of Visitors, and the Northern Virginia Technology Council. Other Public Company Directorships ▪ None. |
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Shannon K. Nash
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Chief Operating and Financial Officer, Vibrant Planet |
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Director Qualifications ▪ Ms. Nash’s demonstrated ability to drive financial excellence, technology adoption, and lead global operations in high-growth environments, and her leadership in diversity and inclusion, provide deep experience to NetScout. Ms. Nash is considered to be an “Audit Committee Financial Expert” within the meaning of the SEC regulations and has accounting and related financial management expertise. Director Skills ▪ Financial ▪ Leadership ▪ Risk Management & Governance Professional Experience and Biography ▪ Ms. Nash has served as the Chief Operating and Financial Officer of Vibrant Planet, a data analytics and modelling software platform, since April 2026. She has also been a partner of Alpha AI (a private company) since February 2026. Ms. Nash previously served as the Chief Financial Officer of Wing Aviation LLC, a drone delivery service company and subsidiary of Alphabet Inc., from April 2022 to August 2024. Prior to that, she served in financial leadership roles at Reputation.com, Inc., a customer feedback management platform, as Chief Financial Officer from April 2021 to April 2022 and as Chief Accounting Officer from August 2020 to March 2021. Prior to August 2020, Ms. Nash served as Chief Financial Officer and Chief Operating Officer at The Inside Source, Inc., and in various positions for large public companies, including Cumulus Media, Inc. and Amgen Inc., as well as at an accounting firm and large law firms. Ms. Nash currently serves as a board member of SoFi Bank, a subsidiary of SoFi Technologies Inc., and as a board member and Chair of the Audit Committee of LDR Holdings, LLC, the holding company for restaurant company Lazy Dog Restaurants. She formerly served as a board member and member of the Audit Committee for UserTesting, Inc., an on-demand human insight platform, from February 2021, and as Lead Independent Director from October 2021 until the organization was acquired by a private equity firm in January 2023. Other Public Company Directorships ▪ Current: SoFi Technologies Inc. ▪ Within Past Five Years: UserTesting, Inc. (until January 2023) |
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NetScout Systems, Inc. | 2026 Proxy Statement | 6
Table of Contents
Proposal 1
Continuing Director Biographies
Vivian Vitale
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Founder, Vivian Vitale Consulting |
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February 2019 Independent |
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Compensation (Chair), Nominating and Corporate Governance |
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Director Qualifications ▪ Ms. Vitale has extensive experience and insight in talent management and human resources operations. Director Skills ▪ Sustainability & Engagement ▪ Human Capital and Talent Management ▪ International Markets ▪ Leadership ▪ Risk Management & Governance ▪ Strategic Planning Professional Experience and Biography ▪ Ms. Vitale founded Vivian Vitale Consulting in April 2018, a consulting practice assisting organizations in the development of human resources and people management practices. From April 2012 until March 2018, Ms. Vitale served as Executive Vice President of Human Resources at Veracode, Inc., continuing in her role through Veracode, Inc.’s acquisition by CA Technologies in March 2017. Prior to 2012, Ms. Vitale served as Senior Vice President at Care.com, an on-line provider of support services to families. Ms. Vitale has also held senior leadership roles at RSA Security, Unica Corporation, and IBM prior to that. Ms. Vitale is also a member of the Board of Directors of Progress Software Corporation. Ms. Vitale currently serves on the Board of Directors of Vera3, an investment firm, and on various advisory and non-profit boards. Other Public Company Directorships ▪ Current: Progress Software Corporation |
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Robert E. Donahue
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Director Qualifications ▪ Mr. Donahue’s industry knowledge and his service on other public company boards provides deep experience to NetScout. Mr. Donahue is considered to be an “Audit Committee Financial Expert” within the meaning of the SEC regulations and has accounting and related financial management expertise. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Financial ▪ Leadership ▪ Risk Management & Governance ▪ Strategic Planning Professional Experience and Biography ▪ From August 2004 to November 2007, Mr. Donahue served as the President and Chief Executive Officer and as a member of the board of directors of Authorize.Net Holdings, Inc. (formerly Lightbridge Inc.), a leading transaction processing company, before it was acquired by Cybersource Corporation in November 2007. Mr. Donahue previously served on the board of directors of Sycamore Networks, Inc., an intelligent optical networking and multiservice access provider, and Cybersource Corporation, a leading provider of electronic payment and risk management solutions. Other Public Company Directorships ▪ None. |
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NetScout Systems, Inc. | 2026 Proxy Statement | 7
Table of Contents
Proposal 1
Continuing Director Biographies
John R. Egan
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Director Qualifications ▪ Mr. Egan’s extensive understanding and involvement in the information technology industry together with his executive leadership roles and his service on other public company boards provides deep experience to NetScout. Director Skills ▪ Financial ▪ International Markets ▪ Leadership ▪ Risk Management & Governance ▪ Sales & Go-to-Market ▪ Service Assurance & Cybersecurity Industry ▪ Strategic Planning Professional Experience and Biography ▪ Since 1998, Mr. Egan has been a managing partner of Carruth Associates, a management company. He currently serves on the board of directors of Progress Software Corporation and the New England Board of National Association of Corporate Directors. Mr. Egan previously served on the board of directors of Verint Systems Inc., a customer experience company, EMC Corporation, a publicly held provider of computer storage systems and software, prior to its acquisition by Dell, and VMWare, a leader in virtualization and cloud infrastructure. Mr. Egan formerly served on the Board of Trustees at Boston College until 2018 and currently serves as a director for a privately held company. Other Public Company Directorships ▪ Current: Progress Software Corporation ▪ Within Past Five Years: Verint Systems Inc. (until July 2024) |
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Anil K. Singhal
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June 1984 Non-Independent |
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Director Qualifications ▪ Mr. Singhal’s experience serving as NetScout’s Chief Executive Officer since our founding, combined with his business expertise, industry-specific knowledge, and technical know-how, provides NetScout with invaluable strategic vision and capability. Director Skills ▪ Cybersecurity & Data Privacy Oversight ▪ Sustainability & Engagement ▪ Human Capital and Talent Management ▪ Innovation & Product Development ▪ International Markets ▪ Leadership ▪ Sales & Go-to-Market ▪ Service Assurance & Cybersecurity Industry ▪ Strategic Planning Professional Experience and Biography ▪ Anil K. Singhal has been a member of the Board since co-founding NetScout in June 1984 and has served as Chairman since January 2007. ▪ Anil K. Singhal co-founded NetScout in June 1984 and has served as NetScout’s Chief Executive Officer and as a Director on NetScout’s Board since inception. Under Mr. Singhal’s leadership, NetScout has grown substantially during the past four decades, completing its initial public offering in 1999, and acquiring the Danaher Communications Business in 2015 for $2.3 billion. Mr. Singhal has earned notable recognition for his entrepreneurial success, including the TiE (The Indus Entrepreneur) Boston Lifetime Achievement in 2013, Enterprise Bank’s 2013 George L. Duncan Award of Excellence, and Ernst & Young’s New England Entrepreneur of the Year in 1997. Mr. Singhal holds a BSEE from BITS, Pilani, India and an MS in Computer Science from the University of Illinois, Urbana-Champaign. Other Public Company Directorships ▪ None. |
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NetScout Systems, Inc. | 2026 Proxy Statement | 8
Table of Contents
NetScout engages in corporate governance practices designed to promote the long-term interests of our stockholders, strengthen the oversight of our Board of Directors and the accountability of management, and reinforce our standing as a trusted member of the communities we serve.
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Accountability to Stockholders |
▪ Regular Board Evaluation. Regular self-assessments, and Board and committee evaluations are used to identify desired characteristics for future Board members, assess overall Board composition and review and ensure sound governance practices. ▪ Director Resignation Policy. Our Corporate Governance Guidelines require that an incumbent Director who receives a greater number of votes “withheld” from his or her re-election than votes “for” such re-election submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee and the Board. ▪ No Poison Pill. We do not have a poison pill in place. ▪ Transparency Regarding Governance. We make efforts to fully disclose corporate governance practices of importance to our stockholders. |
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Strong, Independent Leadership |
▪ Majority of Board is Independent. Currently, all of our Directors other than our Chief Executive Officer (“CEO”) and our former Chief Operating Officer (“COO”) are independent. ▪ Fully Independent Board Committees. Our Board committees consist exclusively of independent Directors. ▪ Lead Independent Director. We have a Lead Independent Director with significant responsibilities to provide independent oversight of management. ▪ Annual Appointment of Lead Independent Director and Chair. Both the Lead Independent Director and the Chairman of the Board are elected annually by the independent Directors. ▪ Annual Appointment of Committee Members and Periodic Rotations. The Board appoints members of its Committees annually and rotates committee assignments periodically. ▪ Regular Sessions of Independent Directors. The Board holds executive sessions of the independent Directors, chaired by the Lead Independent Director, following each regularly scheduled meeting of our Board. |
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Responsiveness to Stockholders |
▪ Continual Stockholder Engagement. We conduct year-round stockholder outreach, including responding to questions regarding corporate governance and executive compensation practices, with feedback provided to the Board. ▪ Process for Communicating with Independent Directors. We maintain a process for stockholders and interested parties to communicate with the Lead Independent Director or other independent Directors. ▪ Incorporated Stockholder Feedback. We have responded to investor interest in disclosure of the key skills of our Directors and our Board assessment and refreshment process, and we made and continue to make meaningful enhancements to our proxy materials, focusing on transparency, context, and readability. |
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Stockholder Voting Rights |
▪ No Non-Voting Shares or Multi-Class Shares. Common stock is the only class of shares outstanding, and each share of common stock is entitled to one vote. |
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Board Structure |
▪ Board Refreshment. Since April 2018, five of our current Directors, including four independent Directors, were elected to the Board for the first time. ▪ Robust Search. Our Corporate Governance Guidelines confirm the Board’s commitment to actively identifying and recruiting candidates exhibiting a diversity of skills, experiences, backgrounds and perspectives as part of the search process for new Board members. ▪ Diversity of Qualifications, Skills, Experience and Backgrounds. Directors reflect a diverse mix of qualifications, skills, experience and backgrounds relevant to our businesses and strategies. 33% of our Board nominees and continuing Directors are women and 33% are from underrepresented communities. ▪ High Board Attendance. During fiscal year 2026, our Directors attended approximately 96.7% of the aggregate number of the Board and the committee meetings for which they were eligible to attend. |
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Management Incentive Structures |
▪ Strong Say-on-Pay Support. Say-on-pay vote received approximately 86.63% stockholder support at the 2025 Annual Meeting of Stockholders. ▪ Executive Incentives Align with Stockholder Value. Incentive compensation performance goals include outcome-based measures that align with stockholder value, such as relative TSR, non-GAAP earnings per share (“EPS”), revenue and cybersecurity revenue growth. The Company awarded a significant percentage of our named executive officers’ equity compensation in performance-based restricted stock units (“PSUs”) in fiscal year 2026 in relation to total equity compensation. |
NetScout Systems, Inc. | 2026 Proxy Statement | 9
Table of Contents
Corporate Governance
Leadership of the Board
NetScout maintains strong, independent leadership on our Board. While Mr. Singhal serves as NetScout’s Chair, President, and CEO, and Mr. Szabados serves as our Vice Chairman of the Board and Senior Advisor, Mr. Egan serves as NetScout’s Lead Independent Director. All but two of our current Board members are independent, and the Lead Independent Director has significant responsibilities to provide independent oversight of management. Both the Lead Independent Director and the Chairman of the Board are appointed annually by the independent Directors. Mr. Szabados will cease to serve as our Vice Chairman of the Board when his term as a director concludes at the 2026 Annual Meeting.
The duties and responsibilities of the Chairman of the Board, Lead Independent Director, and CEO are set forth below:
Chairman of the Board |
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Lead Independent Director |
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Chief Executive Officer |
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▪ Sets the agenda of Board meetings ▪ Presides over meetings of the full Board ▪ Contributes to Board governance and Board processes ▪ Communicates with all Directors on key issues and concerns outside of Board meetings ▪ Presides over meetings of stockholders |
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▪ Provides input regarding Board meetings, scheduling, and agendas ▪ Presides over executive sessions of the independent Directors of the Board ▪ Acts as a liaison between the independent Directors and the Chair and CEO on sensitive issues |
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▪ Sets strategic direction for the Company ▪ Implements the Company’s vision and mission ▪ Leads the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as are reserved by the Board and its committees |
The Board does not have a policy requiring that the positions of Chairman of the Board and CEO be held by different persons. The Board believes that combining the position of CEO and Chair is currently in the best interest of NetScout and its stockholders. As one of NetScout’s co-founders, Mr. Singhal provides extensive technology vision, industry expertise, and leadership; historical knowledge of NetScout, our customers, and solutions; and a deep understanding of the opportunities and challenges facing NetScout today. Those attributes, together with his combined role, place him in the best position to ensure that the Board and management act with a common purpose to execute NetScout’s strategic initiatives and business plans.
In addition, the Board believes that its appointment of an experienced and involved Lead Independent Director to work with the Chairman of the Board and CEO provides independent leadership and oversight and results in a balanced and effective leadership structure for NetScout.
NetScout Systems, Inc. | 2026 Proxy Statement | 10
Table of Contents
Corporate Governance
Board Independence
Our Corporate Governance Guidelines provide that our Board must consist of a majority of Directors who are independent. Under our Corporate Governance Guidelines, an “independent” Director is defined in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the applicable rules of The Nasdaq Stock Market (“Nasdaq”).
Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, the Board periodically reviews each Director’s status as an independent Director and whether any independent Director has any other relationship with the Company that, in the judgment of the Board, would interfere with the Director’s exercise of independent judgment in carrying out his or her responsibilities as a Director.
None of NetScout’s non-employee Directors had, or was otherwise involved in, any relationship or transaction with the Company that would interfere with such Director’s exercise of independent judgment in carrying out his or her responsibilities. As a result, the Board determined that Directors Donahue, Egan, Grasso, Hadzima, Nash, Pelage, Perretta, and Vitale are independent under the applicable rules of Nasdaq. Mr. Singhal was determined not to be independent because he serves as our CEO and Mr. Szabados was determined not to be independent because he was an employee of NetScout until June 30, 2026.
The Board also determined that each member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Finance Committee is independent in accordance with the rules established by the SEC and Nasdaq.
Additionally, there are no family relationships among any of our executive officers and Directors.
Independent Directors (Based on
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Board Experience and Composition of Nominees and Continuing Directors
We seek a Board that reflects a range of talents, skills, viewpoints, professional experience, educational background, and expertise to provide prudent guidance with respect to our operations and interests in service of long-term value creation. Our Corporate Governance Guidelines state that the Board will identify and recruit candidates exhibiting a diversity of skills, experience, backgrounds, and perspectives as part of the search process for new Board members. In addition, 33% of our Board nominees and continuing Directors are women and 33% are from underrepresented communities.
NetScout Systems, Inc. | 2026 Proxy Statement | 11
Table of Contents
Corporate Governance
The Board’s Role in Risk Oversight
The Board oversees enterprise risk management (“ERM”) through the Board as a whole, as well as through various Board committees that address risks inherent in their respective areas and seeks to ensure that enterprise risk management principles are incorporated in our strategic planning and management processes. This comprehensive approach is also reflected in the reporting processes by which our management provides timely and comprehensive information regarding risk exposures to the Board and its Committees to support their role in oversight, approval, and decision-making.
The Board |
The Board monitors the information it requests and receives from management and provides oversight and guidance to our senior management team concerning the assessment, monitoring, and management of enterprise risks. The Board is responsible for identifying, assessing, and managing strategic risk and opportunities. The Board approves NetScout’s high-level goals, strategies, and policies to set the tone and direction for appropriate risk taking within the business. The Board and its committees then emphasize this tone and direction in their oversight of the management team’s implementation of our goals, strategies, and policies. The Board also regularly receives various reports, summaries, and presentations regarding enterprise risks and opportunities, including, among other areas, cybersecurity, artificial intelligence, and compliance matters, and reviews such matters with management. |
Audit Committee |
The Audit Committee provides oversight with respect to our ERM process, litigation, and compliance programs, including reviewing the results of management’s efforts with our Chief Compliance Officer ("CCO") to monitor our programs and policies designed to ensure adherence to applicable laws and rules. The Audit Committee also oversees our ERM program, which is overseen by our CCO and tasked with identifying operational, financial, and legal risks as well as emerging risks, and the likelihood, magnitude and time horizons associated with such risks. The Audit Committee also reviews and oversees the preparation of our publicly disclosed financial reports and our accounting policies, internal accounting controls, internal control over financial reporting, auditing functions, and financial reporting practices. The Audit Committee also discusses with management, including our Chief Financial Officer (“CFO”), our financial risk exposures, steps management has taken to monitor, control, and report such exposures, and our policies with respect to assessing and managing risks and internal controls over financial reporting. The Audit Committee also meets quarterly with our Chief Information Officer ("CIO") and Chief Information Security Officer ("CISO") to review our cybersecurity and information security management program. |
Compensation Committee |
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Nominating and Corporate Governance Committee |
The Compensation Committee monitors the design and administration of our incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by senior management team or by our employees. The Compensation Committee also reviews other relevant risk areas in connection with human capital management, including health and safety matters.
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The Nominating and Corporate Governance Committee oversees risks related to corporate governance, including Board and Director performance, Director recruitment and succession, Director education, and our Corporate Governance Guidelines and other governance documents, as well as management succession and our corporate citizenship and ESG efforts. The Nominating and Corporate Governance Committee also oversees our Code of Conduct and Insider Trading Policy and monitors our health and safety programs. |
NetScout Systems, Inc. | 2026 Proxy Statement | 12
Table of Contents
Corporate Governance
Role of Management |
Our senior management regularly attends meetings of the Board and its committees and provides the Board and its committees with reports regarding our operations, strategies, and objectives, and the risks inherent within them, and efforts to monitor and address risk exposures. Board and committee meetings also provide a forum for Directors to discuss issues with, request additional information from, and provide guidance to, senior management. In addition, our Directors have direct access to senior management to discuss any matters of interest, including those related to risk. Under our ERM program, management identifies and evaluates the effectiveness of risk management and mitigation methods and processes. Our ERM processes include an Enterprise Risk Management Steering Committee, led by our CCO and including members of management, that typically meets quarterly and considers ways to mitigate risks that may have a material impact on our business. The CCO reports to our General Counsel and reports periodically throughout the year to the Audit Committee on the ERM program to allow the Audit Committee to monitor the ERM process. The CCO also meets with the Audit Committee quarterly to discuss compliance and ethics-related trends, risks, and action plans. Our CCO oversees compliance and provides guidance with respect to legal and regulatory requirements of the jurisdictions where NetScout operates. The CCO is also responsible for, and works with senior management who share responsibility in, developing policies to safeguard the privacy of customer and employee information, ensuring adherence to internal compliance requirements, and investigating allegations related to violations of the Code of Conduct. Additionally, the CCO works closely with our executive team to ensure appropriate training to reinforce the Company’s ethical culture throughout the enterprise. |
NetScout Systems, Inc. | 2026 Proxy Statement | 13
Table of Contents
Corporate Governance
Information Security Risk Oversight
NetScout has implemented and maintains information security processes designed to identify, assess, and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information, and the information of our customers and employees.
Our Board addresses NetScout’s cybersecurity risk management as part of its oversight function. The Audit Committee is responsible for overseeing NetScout’s cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Board receives quarterly reports from the CISO and CIO concerning NetScout’s significant cybersecurity threats and risk and the processes NetScout has implemented to address them. The Board also receives various reports, summaries, and presentations related to cybersecurity strategy, threats, risk and mitigation. Additionally, NetScout’s cybersecurity incident response plan includes reporting to the CEO and Chair of the Audit Committee for certain cybersecurity incidents.
Additional disclosure related to our processes and management of cybersecurity threats and risks can be found in Item 1C of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026.
Human Capital Management Oversight
Our Compensation Committee oversees our key human capital management strategies and programs and shares oversight of health and safety matters with the Nominating and Corporate Governance Committee of the Board of Directors.
We strive to remain a team of entrepreneurs, with the agility of a start-up and the sophistication of a global technology company. We believe that our culture is critical to our success and growth. Our Lean But Not Mean culture complements and augments our technology, exceptional talent, and forward-thinking innovation. “Lean” decision-making enables early resolution of tough choices and puts employees and the long-term success of the company first. We believe our commitment to our culture and values, talent development, and health and safety, and providing for competitive total rewards has motivated our employees around the world.
Additional disclosure related to our human capital management function can be found in Item 1 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026.
Board and Management Succession Planning
The Board recognizes its responsibility to guarantee excellence and stability in NetScout’s Board and senior leadership. As part of this responsibility, the Board oversees the plans for the succession of the CEO and other members of our executive team, members of the Board, board committee Chairs, and the Lead Independent Director. The Board also periodically reviews with the CEO the plans for succession of the company’s executive officers and considers the selection of appropriate individuals to succeed to these positions.
Board Succession Planning
Our Nominating and Corporate Governance Committee considers the critical needs of the Company, and takes into account the results of the annual Board and committee assessments and other relevant information, to identify and assess the skills and capabilities of existing Directors. The Nominating and Corporate Governance Committee is also responsible for overseeing our committee membership, including the responsibility to identify sitting Directors who are ready to fill the role of a committee Chair, and making recommendations to the entire Board regarding the appointment of Directors to serve as members of each committee and as committee Chairs.
Executive Officer Succession Planning
The Board is responsible for the selection of our CEO. As part of its regular succession planning review process, the Board reviews a detailed report from Mr. Singhal on recommendations for emergency-and long-term succession plans for the CEO position and other members of our executive team.
NetScout Systems, Inc. | 2026 Proxy Statement | 14
Table of Contents
Corporate Governance
Board and Committee Assessments
The Board believes that the effectiveness of its Directors and Committees is critical to NetScout’s success and to the protection of long-term stockholder value. On periodic basis, NetScout conducts an assessment and evaluation of the Board, Committees, and individual Directors, which is managed by the Chair of the Nominating and Corporate Governance Committee.
The assessment and evaluation process generally includes the following steps:
Board Evaluation |
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The Directors respond to a tailored set of questions meant to enhance the Board’s overall effectiveness by identifying the best practices of a highly effective board and suggests ways to implement these best practices. |
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Committee Evaluation |
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Additionally, the Directors respond to questions for each of their respective Committee assignments and identify Committee strengths and accomplishments together with recommended changes in committee practices. |
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Director Self- Assessment |
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Each Director individually assesses their professional background and areas of expertise with the Chair of our Nominating and Corporate Governance Committee and outside legal counsel to assess whether the Board has the appropriate mix of skills, experience, and independence to ensure that the Board as a whole can satisfactorily perform its oversight duty. |
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Report of Results |
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NetScout’s outside corporate counsel compiles the Directors’ responses to protect the anonymity and the integrity of the evaluation process. The findings are presented in a memorandum to our Nominating and Corporate Governance Committee. |
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Discussion of Results |
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The Nominating and Corporate Governance Committee Chair then presents the results of the annual Board and Committee assessments in an executive session of the Board. The Directors discuss the results of the evaluations and identify any appropriate follow-up actions. |
NetScout Systems, Inc. | 2026 Proxy Statement | 15
Table of Contents
Corporate Governance
Identifying and Evaluating Director Nominees
The Board is responsible for nominating persons for election as Directors of NetScout. Our Board has delegated the initial selection process to our Nominating and Corporate Governance Committee.
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The Nominating and Corporate Governance Committee identifies candidates for Director nominees in consultation with the CEO and with the support of the General Counsel, search firms or other advisers, or such other methods as our Nominating and Corporate Governance Committee deems to be helpful to identify candidates.
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Once a candidate has been identified, our Nominating and Corporate Governance Committee confirms that the candidate meets all the minimum qualifications for Director nominees, including having: ▪ The highest ethical character and integrity and sharing the values of the Company ▪ A reputation consistent with the image and reputation of the Company ▪ No conflicts of interest ▪ The ability to exercise sound business judgment ▪ The willingness and ability to devote sufficient time to the business of the Company and be diligent in fulfilling the responsibilities of a Board member ▪ Substantial business or professional experience and expertise ▪ A commitment to enhancing stockholder value Our Nominating and Corporate Governance Committee also considers other qualities, skills, and characteristics when evaluating Director nominees, such as: ▪ An understanding of and experience in the network performance management solutions market, the market for networking solutions generally, awareness of the cybersecurity market, or related accounting, legal, finance, product, sales, or marketing matters ▪ Experience on other public or private company boards, and complementary capabilities and qualifications, including as an “Audit Committee Financial Expert” ▪ Leadership experience with public companies or other major organizations The Nominating and Corporate Governance Committee also endeavors to include candidates exhibiting a diversity of skills, experience and backgrounds as part of the search process for any new Directors.
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Candidate
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The Nominating and Corporate Governance Committee, supported by the General Counsel, gathers information about the candidate through interviews, questionnaires, background checks, or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process.
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Committee Meeting and Discussion
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The Nominating and Corporate Governance Committee then meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. |
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5
Board & Committee Approval
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Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for our Board’s approval as Director nominees for election to the Board. The Nominating and Corporate Governance Committee also recommends candidates for the Board’s appointment to the committees of our Board.
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Stockholder Vote |
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Since April 2018, five of our current Directors, including four independent Directors, were elected to our Board for the first time. The Nominating and Corporate Governance Committee, acting on behalf of the Board, identified and recruited candidates exhibiting a diversity of skills, experience, backgrounds and perspectives as part of the search process for new Directors. We believe each Director brings a diverse set of skills and perspectives that add significant value to our governance and oversight.
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NetScout Systems, Inc. | 2026 Proxy Statement | 16
Table of Contents
Corporate Governance
Stockholder Recommendations of Board Candidates
Our Nominating and Corporate Governance Committee considers potential board candidates recommended by stockholders.
Recommendations can be made by submitting the candidate’s information to our Corporate Secretary in writing at NetScout Systems, Inc., 310 Littleton Road, Westford, Massachusetts 01886, Attention: Corporate Secretary. Stockholders should provide information required by Regulation 14A under the Exchange Act in addition to as much relevant information about the candidate as possible, including the candidate’s biographical information and qualifications to serve.
A stockholder-recommended candidate is reviewed in the same manner as a candidate identified by the Nominating and Corporate Governance Committee.
For information about the direct nomination of Directors for election by stockholders at an annual meeting as provided in our bylaws, please see “Questions and Answers About These Proxy Materials and Voting” for more information.
Policy Governing Security Holder Communications with the Board of Directors
The Board provides every stockholder the ability to communicate with the Board as a whole and with individual Directors through an established process for security holder communication as follows:
For communications directed to the Board as a whole or to a specific member of the Board, stockholders may send such communications to the attention of the Chairman of the Board with respect to general communications or to the attention of the
specific Director, in each case, by one of the two methods listed here:
We will forward any such stockholder communications to the Chairman of our Board, as a representative of our Board, and/or to the Director to whom the communication is addressed.
Code of Ethics
We have adopted a code of ethics as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act, which applies to all of NetScout’s employees, officers, and our Directors and subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer, and controller, and persons performing similar functions. A current copy of our code of ethics, or Code of Conduct, is available at the Governance section of our website at https://www.netscout.com/corporate-responsibility/governance. NetScout intends to disclose amendments to or waivers from provisions of the Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, by posting such information on our website, available at http://ir.netscout.com/. The contents of our website are not part of or incorporated by reference into this Proxy Statement.
Employees, officers and Directors may use our ethics reporting system to report alleged unethical, dishonest, or unlawful behavior and to seek guidance regarding the expectations established by NetScout’s Code of Conduct. NetScout prohibits retaliation against anyone who in good faith reports a concern or who participates in the investigation or resolution of a concern.
Our CEO reinforces our Code of Conduct, which is managed by our Chief Compliance Officer. The Nominating and Corporate Governance Committee oversees the Code of Conduct as a whole and reviews and recommends to the Board revisions to the Code of Conduct as needed as a result of changes in law, rules, policy, or circumstances. In addition, the Audit Committee reviews the results of management’s efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to applicable laws and rules, including its Code of Conduct.
Majority Voting for Directors and Director Resignation Policy
It is the policy of NetScout that any nominee for election to the Board who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation.
NetScout Systems, Inc. | 2026 Proxy Statement | 17
Table of Contents
Corporate Governance
Stockholder Engagement and Outreach
Our Board values the input of our stockholders, and we are committed to maintaining stockholder outreach programs that provide a constructive dialogue.
Our engagement program, with participation by our management and oversight by our Nominating and Corporate Governance Committee, is intended to provide stockholders with honest, candid information on relevant issues, including on our corporate strategy and performance, Board oversight of key risk areas, and executive compensation. We also gather stockholder views and feedback, including on the engagement program itself. In the chart below, we detail the features of our stockholder engagement program, which is ongoing.
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▪ Discuss stockholder proposals (if any) ▪ Publish our Annual Report and Proxy Statement ▪ The Nominating and Corporate Governance Committee receives updates on feedback received from stockholders |
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▪ Conduct engagements with stockholders (as requested or necessary) ▪ Receive voting results for Board and stockholder proposals |
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Off-Season Engagement |
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▪ Discuss voting results from the Annual Meeting ▪ Review corporate governance trends, recent regulatory developments, investors’ perspectives and priorities on a broad array of topics including corporate governance, executive compensation and sustainability-related matters, and the Company’s own corporate governance documents, policies, and procedures ▪ Consider topics for discussions during off-season stockholder engagements |
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▪ One-on-One meetings between stockholders, our Directors (if appropriate or requested), and members of management ▪ Attend and participate in investor and corporate governance-related events ▪ Evaluate corporate governance and other relevant matters based on stockholder feedback, including stockholders’ proxy voting guidelines and comments to the Company |
Stockholder Engagement Topics
As part of our stockholder engagement efforts over the last year, we heard from our stockholders on corporate performance as well as key corporate governance, shareholder returns, capital allocation, and cost structure matters, and we will take such feedback into account as we continue to evolve and execute on our business strategy.
NetScout Systems, Inc. | 2026 Proxy Statement | 18
Table of Contents
Corporate Governance
The Board of Directors and Its Committees
The Board has standing Audit, Compensation, Nominating and Corporate Governance, and Finance Committees. Our Audit, Compensation, and Nominating and Corporate Governance Committees operate pursuant to charters that have been approved by the Board, are reviewed at least annually, and are available on our website at www.ir.netscout.com under the Corporate Governance section.
The table below indicates the composition of each of the committees of our Board of Directors as of the date of this Proxy Statement.
INDEPENDENT DIRECTORS
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Audit |
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Nominating and |
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Finance |
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Robert E. Donahue |
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John R. Egan |
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Alfred Grasso |
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Joseph G. Hadzima, Jr. |
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Shannon Nash |
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Marlene Pelage |
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Christopher Perretta |
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Vivian Vitale |
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INSIDE DIRECTORS |
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Anil K. Singhal |
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Michael Szabados |
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Chairman of the Board |
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Vice Chairman of the Board |
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Lead Independent Director |
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Audit Committee Financial Expert |
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Committee Chairperson |
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Committee Member |
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Board Meetings and Director Attendance
The Board held seven meetings during fiscal year 2026. Each of our Directors attended at least 75% of the aggregate of (i) total number of meetings of our Board and (ii) the total number of meetings held by all committees of the Board on which such Director served during fiscal year 2026.
We typically hold a regularly scheduled in-person meeting of our Board on the same day as our annual meeting of stockholders, and all Directors are encouraged to attend our annual meeting of stockholders. All of our Directors who were then serving on the Board attended the 2025 Annual Meeting of Stockholders.
FY26 Aggregate Board and Committee Meeting Attendance
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96.7%
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NetScout Systems, Inc. | 2026 Proxy Statement | 19
Table of Contents
Corporate Governance
Audit Committee
Current Members Marlene Pelage (Chair) Robert E. Donahue John R. Egan Joseph G. Hadzima, Jr. Shannon Nash Christopher Perretta Independence Our Board has determined that each current member of our Audit Committee is, and each member of our Audit Committee during fiscal year 2026 was, independent within the meaning of Nasdaq’s Director independence standards and the SEC’s heightened Director independence standards for audit committee members. Each of Mr. Donahue, Ms. Nash, and Ms. Pelage are “Audit Committee Financial Experts” within the meaning of the SEC regulations and have accounting or related financial management expertise. Meetings The Audit Committee held six meetings during fiscal year 2026. Directors serving on the Audit Committee attended 100% of the Committee meetings for which they were eligible to attend.
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Responsibilities We have adopted a committee charter that details the primary responsibilities of the Audit Committee, including, among other items: ▪ Reviewing, overseeing and discussing with management and our independent auditor, as appropriate, the financial reports we provide to the SEC, our stockholders, and the general public, and our accounting policies, internal accounting controls, internal control over financial reporting, auditing functions, and financial reporting practices ▪ Appointing, evaluating and ensuring the independence of, our independent auditor and thereby furthering the integrity of our financial reporting ▪ Establishing and overseeing procedures designed to facilitate the receipt, retention, and handling of complaints regarding disclosure controls and procedures, internal control over financial reporting and accounting, internal accounting control, or auditing matters ▪ Reviewing and monitoring our compliance with the related party transaction approval policy ▪ Reviewing, monitoring and discussing with management our compliance programs and related enterprise risk management programs, including, among other items, our cybersecurity and related information security management programs ▪ Reviewing and overseeing our internal audit function ▪ Reviewing the results of management’s efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to applicable laws and rules, as well as to its Code of Conduct |
FY26 Aggregate Audit Committee Meeting Attendance
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100%
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NetScout Systems, Inc. | 2026 Proxy Statement | 20
Table of Contents
Corporate Governance
Compensation Committee
Current Members Vivian Vitale (Chair) Robert E. Donahue Christopher Perretta Alfred Grasso Independence The Board has determined that each current member of our Compensation Committee is, and each member of our Compensation Committee during fiscal year 2026 was, independent within the meaning of Nasdaq’s Director independence standards and is a “non-employee director” as defined by applicable SEC rules and regulations. Meetings The Compensation Committee held six meetings during fiscal year 2026. Directors serving on the Compensation Committee attended approximately 91.7% of the aggregate number of Committee meetings for which they were eligible to attend.
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Responsibilities We have adopted a committee charter that details the primary responsibilities of the Compensation Committee, including, among other items: ▪ Establishing the compensation of our executive officers other than the CEO ▪ Reviewing and making recommendations to the Board with respect to the compensation of our CEO and our non-employee Directors ▪ Monitoring and providing strategic guidance regarding our human capital and talent management and employee engagement ▪ Overseeing our incentive compensation, stock plans, benefit plans, and human resources activities ▪ Reviewing with our management and recommending for inclusion in our proxy statements and incorporation by reference in our Annual Reports on Form 10-K, the Compensation Discussion and Analysis and Compensation Committee Report ▪ Reviewing and considering the results of any advisory vote on executive compensation ▪ Monitoring our employee compensation practices and policies as they relate to risk management and risk-taking incentives |
FY26 Aggregate Compensation Committee Meeting Attendance
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91.7%
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NetScout Systems, Inc. | 2026 Proxy Statement | 21
Table of Contents
Corporate Governance
Nominating and Corporate Governance Committee
Current Members Joseph G. Hadzima, Jr. (Chair) Alfred Grasso John R. Egan Vivian Vitale Independence The Board has determined that each current member of the Nominating and Corporate Governance Committee is, and each member of our Nominating and Corporate Governance Committee during fiscal year 2026 was, independent within the meaning of Nasdaq’s Director independence standards. Meetings The Nominating and Corporate Governance Committee held four meetings during fiscal year 2026. Directors serving on the Nominating and Corporate Governance Committee attended 100% of the Committee meetings for which they were eligible to attend.
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Responsibilities We have adopted a committee charter that details the primary responsibilities of the Nominating and Corporate Governance Committee, including, among other items: ▪ Identifying individuals qualified to become Directors ▪ Overseeing Director education programs ▪ Recommending to our Board the Director nominees for election ▪ Overseeing management succession planning ▪ Monitoring compliance with and periodically reviewing our Code of Conduct, Corporate Governance Guidelines, and Insider Trading Policy ▪ Reviewing and advising on NetScout’s position, engagement, policies and programs concerning corporate citizenship, including environmental, social, and governance strategy. ▪ Monitoring and overseeing health and safety programs |
FY26 Aggregate Nominating and Corporate Governance Committee Meeting Attendance
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100%
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NetScout Systems, Inc. | 2026 Proxy Statement | 22
Table of Contents
Corporate Governance
Finance Committee
Current Members Alfred Grasso (Chair) John R. Egan Joseph G. Hadzima, Jr. Marlene Pelage Independence The Board has determined that each member of the Finance Committee is, and each member of our Finance Committee during fiscal year 2026 was, independent within the meaning of Nasdaq’s Director independence standards. Meetings The Finance Committee held two meetings during fiscal year 2026. Directors serving on the Finance Committee attended 100% of the Committee meetings for which they were eligible to attend.
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Responsibilities Discharging the responsibilities of the Board relating to, among other items: ▪ Considering strategic initiatives and other opportunities that may become available to NetScout from time to time and such other tasks as the Board may designate from time to time ▪ Reviewing and overseeing other designated strategic finance matters |
FY26 Aggregate
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100%
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NetScout Systems, Inc. | 2026 Proxy Statement | 23
Table of Contents
Corporate Governance
Corporate Citizenship
We believe the responsible management and protection of our organization’s resources, people, and reputation is an important part of creating long-term business value and we are committed to making a positive impact on the lives of our employees, customers, investors, and communities in which we operate. Our Corporate Citizenship program provides an integrated framework for managing these responsibilities, holding ourselves accountable to our commitments, and evaluating enterprise risks and opportunities. Oversight and responsibility for our Corporate Citizenship program starts with our Board of Directors and its committees and includes supervision and guidance by our executive management-level council and support from our cross-functional working groups.
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The Board
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Our Board is responsible for oversight of corporate risks and opportunities. |
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Nominating and Corporate Governance Committee
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The Nominating and Corporate Governance Committee meets regularly to review and advise on our Corporate Citizenship program strategy and monitors and provides strategic guidance on program initiatives focusing on environmental, social, and governance-related topics such as sustainability, workforce wellness, and community engagement (“ESG Initiatives”). The Committee typically receives reports quarterly from management and discusses, reviews, and provides guidance to management about our ESG Initiatives. The Committee Chair typically reports quarterly to the Board so that the Board as a whole has visibility and an opportunity to provide guidance and oversight. |
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The Compensation Committee reviews compensation policy and practice-related risk.
The Committee also regularly monitors and provides strategic guidance on Corporate Citizenship program topics such as human capital, talent management, and employee engagement (“Employee Wellbeing Initiatives”). |
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The Audit Committee regularly reviews Corporate Citizenship program topics such as enterprise risk management, responsible use of AI, our anticorruption program, ethics and compliance matters, and supply chain matters, including human rights protections, and cybersecurity and data privacy matters (“Governance Initiatives”). |
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Executive Management-Level Executive Council
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Our executive management-level council, under the strategic direction of our CEO, provides guidance and management oversight for our Corporate Citizenship program. As the leaders of all key business functions, the mandate of the Executive Council includes considering our existing ESG, Employee Wellbeing, and Governance Initiatives; understanding stakeholder perspectives; evaluating enterprise risks and opportunities; identifying areas for improvement and further alignment with our business, and monitoring the progress of our Corporate Citizenship program initiatives to ensure accountability to our stakeholders and the broader community.
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Working Groups
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Our Corporate Citizenship program framework leverages cross-functional working groups to develop, implement, track, and measure our Corporate Citizenship program initiatives including our ESG Initiatives, Employee Wellbeing Initiatives, and Governance Initiatives. |
NetScout Systems, Inc. | 2026 Proxy Statement | 24
Table of Contents
Director Compensation Highlights
Overview of Director Compensation Program
We use a combination of cash and equity-based compensation to attract and retain individuals to serve on our Board. In developing our Director compensation program, the Board considered market data from a peer group of companies identical to those used to benchmark executive compensation, and recommendations from our Compensation Committee. Our Compensation Committee periodically reviews and recommends to the Board the type and amount of cash and equity compensation for independent Directors.
We only compensate non-employee Directors for their service on our Board. Accordingly, Mr. Singhal, our CEO, does not receive compensation for his Board service, and Mr. Szabados, our former COO, was not eligible to receive additional compensation for his Board service while he served as a Senior Advisor, a role that ended on June 30, 2026.
Our Board’s independent Directors receive cash compensation as set forth below:
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Chair* Retainer ($) |
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Member Retainer ($) |
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Board of Directors |
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95,000 |
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60,000 |
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Audit Committee |
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30,000 |
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15,000 |
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Compensation Committee |
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20,000 |
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10,000 |
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Nominating and Corporate Governance Committee |
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12,000 |
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6,000 |
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Finance Committee |
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12,000 |
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6,000 |
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* Mr. Egan, as the Lead Independent Director, receives a Chair Retainer rather than our Chair, Mr. Singhal, who does not receive a retainer as an employee Director.
In addition to the cash compensation described above, independent Directors are entitled to receive equity compensation.
In fiscal year 2026, each independent Director then in service received a grant of restricted stock units with a grant date fair value of approximately $175,280 on September 10, 2025, consisting of 7,000 restricted stock units (collectively, the “Director RSUs”). All Director RSUs vest on the first anniversary of the grant date, provided that the Director attended at least 75%, in the aggregate, of the Board and Committee meetings on which they served in fiscal year 2026. If this attendance requirement is not met, the Director RSUs will vest on the third anniversary of the grant date. No other equity awards are given to our independent Directors.
We did not make any changes to our Director compensation program in fiscal year 2026.
Stockholder-Approved Director Compensation Limit
The NetScout Systems, Inc. 2019 Equity Incentive Plan (as amended from time to time, the “2019 Plan”), under which the Director RSUs were granted, provides that the aggregate value of all cash and equity-based compensation paid or granted, as applicable, by NetScout to any individual for service as an independent Director with respect to any fiscal year of NetScout will not exceed $750,000.
Stock Ownership Guideline
Our independent Directors are required to accumulate and hold, within four years from appointment or election to their position on the Board, an investment level in our common stock equal to five times their annual board retainer. See the section titled “Stock Ownership Guidelines” in our Compensation Discussion and Analysis below for more information.
Prohibition on Hedging, Pledging, and Insider Trading
Our Amended and Restated Insider Trading and Trading Window Policy expressly prohibits our Directors from hedging, pledging and insider trading. Please see “Policies for Compensation Risk Mitigation” for more information.
NetScout Systems, Inc. | 2026 Proxy Statement | 25
Table of Contents
Director Compensation
Director Compensation Table for Fiscal Year 2026
The following table sets forth a summary of the compensation we paid to our independent Directors for service on our Board in fiscal year 2026.
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Fees Earned |
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Total ($) |
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Robert E. Donahue |
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89,601 |
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175,280 |
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264,881 |
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John R. Egan |
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122,000 |
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175,280 |
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297,280 |
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Alfred Grasso |
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88,000 |
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175,280 |
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263,280 |
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Joseph G. Hadzima, Jr. |
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93,000 |
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175,280 |
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268,280 |
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Shannon Nash |
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75,000 |
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175,280 |
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250,280 |
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|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Marlene Pelage |
|
|
91,399 |
|
|
|
|
175,280 |
|
|
|
|
266,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Christopher Perretta |
|
|
85,000 |
|
|
|
|
175,280 |
|
|
|
|
260,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vivian Vitale |
|
|
86,000 |
|
|
|
|
175,280 |
|
|
|
|
261,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
NetScout Systems, Inc. | 2026 Proxy Statement | 26
Table of Contents
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote on an advisory resolution to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis and the compensation tables.
The stockholder vote is an annual advisory vote and is not binding on NetScout or our Board. Although the vote is nonbinding, the Compensation Committee and the Board values your opinions and considers the outcome of the vote in establishing our compensation philosophy and future compensation decisions.
The Board is asking our stockholders to approve the following advisory resolution at the 2026 Annual Meeting:
RESOLVED, that NetScout’s stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in NetScout’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
It is expected that the next say-on-pay vote will occur at the 2027 Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
NetScout Systems, Inc. | 2026 Proxy Statement | 27
Table of Contents
Our current executive officers(1) and their ages as of July 13, 2026, are as follows:
Executive Officer |
|
Age |
|
Position |
Anil K. Singhal(1) |
|
72 |
|
Co-Founder, President, Chief Executive Officer, and Chairman of the Board |
Anthony Piazza |
|
55 |
|
Executive Vice President, Chief Financial Officer, and Treasurer |
Sanjay Munshi |
|
58 |
|
Chief Operating Officer |
John W. Downing |
|
68 |
|
Executive Vice President, Worldwide Sales Operations |
Anthony Piazza
|
|
|
|
|
Executive Vice President, Chief Financial Officer, and Treasurer |
Professional Experience and Biography
Sanjay Munshi
|
|
|
|
|
Chief Operating Officer |
Professional Experience and Biography
NetScout Systems, Inc. | 2026 Proxy Statement | 28
Table of Contents
Executive Officers
John W. Downing
|
|
|
|
|
Executive Vice President, Worldwide Sales Operations |
Professional Experience and Biography
NetScout Systems, Inc. | 2026 Proxy Statement | 29
Table of Contents
This Compensation Discussion and Analysis ("CD&A"), describes our fiscal year 2026 compensation program as it relates to the compensation of our Named Executive Officers (each, an “NEO”). The CD&A provides an overview and analysis of the key elements of our fiscal year 2026 compensation program, the compensation decisions made by the Compensation Committee under our fiscal year 2026 compensation program, and the factors that the Compensation Committee considered and the process it followed in making those decisions. Our NEOs for fiscal year 2026 consisted of the following six executive officers, as shown in the table below, including our principal executive officer, two individuals who served as our principal financial officer in fiscal year 2026, our two other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2026, and one additional individual who would have been an NEO but for the fact that such individual was not serving as an executive officer at the end of fiscal year 2026.
|
|
|
Anil K. Singhal |
|
Co-Founder, President, Chief Executive Officer, and Chairman of the Board |
|
|
|
Anthony Piazza |
|
Executive Vice President, Chief Financial Officer, and Treasurer |
|
|
|
Sanjay Munshi |
|
Chief Operating Officer |
|
|
|
John W. Downing |
|
Executive Vice President, Worldwide Sales Operations |
|
|
|
Michael Szabados(1) |
|
Vice Chairman of the Board, former Senior Advisor, and former Chief Operating Officer |
|
|
|
Jean Bua(1) |
|
Former Senior Advisor and former Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer |
Business Overview
NetScout is an industry leader with over four decades of experience in providing enterprise network observability, carrier service assurance, cybersecurity, and Distributed Denial-of-Service (DDoS), protection solutions. Our unique visibility platform and solutions are powered by our pioneering deep packet inspection (DPI), technology at scale, which is used by many Fortune 500 companies to protect their digital business services against disruption. Service providers and enterprises, including local, state, and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end-user experience, and protect their networks from attack. The majority of our solutions are designed to provide Smart Data, a high-fidelity, decision-grade data foundation derived from real-time network activity across legacy, hybrid, and cloud-native environments. This data enables a unified view of performance, availability, and security, supports faster root-cause analysis and operational decision-making, and is increasingly used to inform broader observability platforms and automated and AI-driven workflows. With our offerings, customers can quickly, efficiently, and effectively identify and resolve issues that result in downtime, service interruptions, poor service quality, or compromised data, thereby reducing mean time to resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Significant technology trends and catalysts for our business include the evolution of customers' digital transformation initiatives, such as migration to cloud environments and to the edges of their networks; the rapidly evolving cybersecurity threat landscape; advancements in artificial intelligence and business analytics that can enhance observability and are increasing the need for high-quality, real-time data to support automated and AI-driven operations; and the continued evolution and potential opportunities related to 5G technology across both the service provider and enterprise customer verticals.
NetScout Systems, Inc. | 2026 Proxy Statement | 30
Table of Contents
Compensation Discussion and Analysis
Corporate Performance Overview(1)
NetScout closed fiscal year 2026 with revenue of approximately $860 million, which reflects an increase of 4% compared with the prior year. These results were in line with our expectations at the start of the fiscal year, as we anticipated continued momentum in our cybersecurity offerings, which delivered 8% year-over-year revenue growth, alongside the stabilization of our revenue from our service assurance offerings which had been declining in recent years as carriers focused on balancing 5G investment and monetization challenges. Our diligent cost containment actions and flexible cost structure contributed to non-GAAP earnings per share growth year-over-year. We believe these results contributed to substantial share price appreciation and shareholder value in fiscal year 2026.
We are entering fiscal year 2027 with momentum and a clear focus, while remaining mindful of the broader macro environment. We expect to build on our fiscal year 2026 success by advancing our revenue growth, further improving profitability, and continuing to generate strong free cash flow. Our priorities remain straightforward: support customers with mission-critical solutions, invest in innovation, build on our momentum in cybersecurity and enterprise-led service assurance, and manage the business with financial discipline.
Total Revenue
Net Income and Net Income Per Share
(1) This section includes non-GAAP metrics. Please see Appendix A for additional information regarding how we define our non-GAAP metrics and the GAAP to non-GAAP reconciliations.
NetScout Systems, Inc. | 2026 Proxy Statement | 31
Table of Contents
Compensation Discussion and Analysis
Executive Summary: Fiscal Year 2026 Executive Compensation Highlights
Our executive compensation program is structured to provide strong pay-for-performance alignment. As discussed in detail below, the Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, determined that our NEOs’ fiscal year 2026 annual incentive bonus awards would be based on the Company’s achievement with respect to (1) a total revenue target range of $825 million to $865 million, (2) a non-GAAP diluted EPS target range of $2.25 to $2.40, and (3) a year-over-year cybersecurity revenue growth target range of 10% to 15%. NetScout met the total revenue target by delivering $859.5 million in total revenue and exceeded the non-GAAP diluted EPS target by achieving $2.48 per diluted share, but missed the year-over-year cybersecurity revenue growth target by delivering 7.8% growth.
Consistent with our pay-for-performance philosophy and as more fully described below, for fiscal year 2026, we:
|
|
|
|
|
Maintained NEO base salaries and target bonus opportunities at their fiscal year 2025 levels for all NEOs, other than Messrs. Piazza and Munshi, who were promoted during fiscal year 2026; our NEOs’ base salaries have otherwise not been increased since fiscal year 2023 |
|
|
|
|
|
|
|
|
Granted the same number of PSUs and RSUs to each NEO as we did in fiscal year 2025, other than Messrs. Piazza and Munshi, who were promoted during fiscal year 2026, and Mr. Szabados and Ms. Bua, who resigned during fiscal year 2026 |
|
|
|
|
|
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|
Awarded approximately 40% of our NEOs’ annual equity awards in the form of PSUs tied to a multi-year performance period in accordance with our long-term equity compensation objectives; Mr. Szabados and Ms. Bua, who resigned from their respective positions in May 2025, did not receive any additional equity awards in fiscal year 2026 |
|
|
|
|
|
|
|
|
Based on actual achievement against each of our bonus criteria, payouts under the FY26 Bonus Plan (as defined in the "Annual Incentive Bonus Awards" section below) would have been earned at 154.5% of target. In determining the amount of each NEO’s cash incentive awards, the Compensation Committee considered, among other things, the overall strength of our fiscal year 2026 financial results, including annual revenue near the top of the range, non-GAAP EPS that exceeded the top end of the range, and significant shareholder value creation reflected in the increase in our stock price. Following this review, the Compensation Committee, for all NEOs other than the CEO, and the Board, for the CEO, determined that an upward adjustment to each eligible NEO's payout under the FY26 Bonus Plan was warranted. Accordingly, fiscal year 2026 cash incentive awards for all NEOs were approved at 174.7% of target. Under the terms of their respective Transition Agreements, neither Mr. Szabados nor Ms. Bua was eligible to receive an annual incentive bonus for fiscal year 2026. |
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 32
Table of Contents
Compensation Discussion and Analysis
Listening to Our Stockholders
The Compensation Committee and the Board focus significant time and attention on the issues raised by our stockholders. In particular, the Compensation Committee reviews specific feedback when it is received from our investors and proxy advisory firms on certain compensation practices and related disclosures.
At our 2025 Annual Meeting of Stockholders, our stockholders supported our executive compensation program with 86.63% of the total votes cast voting in favor. In evaluating our compensation program for fiscal year 2026, the Compensation Committee was mindful of the support our stockholders expressed for the Company’s philosophy of linking compensation to company performance and the enhancement of stockholder value. As a result, the Compensation Committee has maintained its general approach to executive compensation and strengthened pay-for-performance principles and philosophy relative to prior fiscal years.
Compensation Governance Highlights
What We Do
|
||
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|
|
We reward performance that meets our predetermined goals |
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A significant portion of our CEO and NEOs’ compensation is at risk and/or performance-based |
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We maintain robust stock ownership guidelines for our executives |
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We cap payouts under our plans to discourage inappropriate risk taking by our NEOs |
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|
The Compensation Committee retains an independent compensation consultant |
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|
|
The Compensation Committee is comprised entirely of independent Directors |
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|
|
We hold an annual advisory vote on executive compensation |
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We seek feedback on executive compensation through stockholder engagement |
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|
|
We have adopted a recoupment or “clawback” policy applicable to incentive-based compensation that is paid to our executive officers |
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|
|
|
|
CEO has a 12-month holding requirement for shares issued pursuant to option-like awards |
What We Don’t Do
|
||
|
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|
|
Pay bonuses if performance levels fall below pre-determined thresholds except in extraordinary cases |
|
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Permit short sales, hedging or pledging of our stock |
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|
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Enter into employment agreements that provide for fixed terms or automatic compensation increases or equity grants |
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Provide excessive cash severance |
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|
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Provide our executives with tax gross-ups or significant perquisites |
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|
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Permit repricing or cashing out of underwater stock options without stockholder approval |
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|
|
Maintain any executive pension plans, or any retirement programs, that are not generally available to all employees |
|
|
|
|
|
Pay dividends or dividend equivalents on unvested equity awards unless and until awards vest |
NetScout Systems, Inc. | 2026 Proxy Statement | 33
Table of Contents
Compensation Discussion and Analysis
Executive Compensation Objectives
The Compensation Committee reviews our executive compensation program, including the mix of long-term versus short-term incentives and cash versus equity compensation, over the course of several meetings each year to evaluate whether the program supports the objectives below.
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|
|
||
Attract and Retain |
|
|
|
Pay-for-Performance |
|
|
|
||
NEOs’ total compensation should be competitive with peer companies so that we can attract and retain high-performing key executive talent. To achieve this goal, the Compensation Committee periodically reviews the compensation practices of other companies in our peer group, as discussed below in the “Use of Third-Party Data/Peer Group Data” section below. |
|
|
|
Total compensation should reflect a “pay-for-performance” philosophy in which a substantial portion of each NEO’s compensation should be tied to the achievement of Company performance objectives and individual performance. |
|
|
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|
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|
||
Alignment with Stockholders’ Interests |
|
|
|
Internal Parity |
|
|
|
||
Compensation practices should align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value. |
|
|
|
To the extent practicable, and based on individual performance and position, base salaries and short-term and long-term incentive targets for similarly situated NEOs within the Company should be comparable to avoid divisiveness and encourage teamwork, collaboration, and a cooperative working environment. |
NetScout Systems, Inc. | 2026 Proxy Statement | 34
Table of Contents
Compensation Discussion and Analysis
Elements of Our Fiscal Year 2026 Executive Compensation Program
Compensation for our NEOs in fiscal year 2026 consisted of three principal elements that were designed to achieve our compensation objectives and reward performance in a simple and straightforward manner: base salaries, annual incentive bonus awards, and long-term equity awards. The graphic below reflects the approximate general distribution of these three core elements of NEO target total direct compensation awarded during fiscal year 2026 as determined by the Compensation Committee, with annual bonuses reflecting the target payout amount and equity awards reflecting the grant date fair value of such awards.
Note: Mr. Szabados and Ms. Bua resigned from their respective positions in May 2025. As a result, their fiscal 2026 compensation is not representative of the Company’s fiscal 2026 executive compensation program and has been excluded from the “Other NEO Target Direct Compensation” chart.
NetScout Systems, Inc. | 2026 Proxy Statement | 35
Table of Contents
Compensation Discussion and Analysis
The purpose and key characteristics of each of these elements, as well as the other elements of our fiscal year 2026 executive compensation program, are summarized below.
|
|
|
||
Element |
|
Purpose |
|
Key Characteristics |
|
|
|
|
|
|
|
|
||
Base Salary |
|
▪ Provides a fixed level of compensation for performing the essential day-to-day elements of the job. ▪ Reflects each NEO’s qualifications, experience, and responsibilities compared to executives at similar companies. ▪ Gives executives a degree of certainty in light of having a majority of their compensation at risk. |
|
▪ The Compensation Committee determines base salary levels for NEOs other than our CEO and makes recommendations to the Board in the case of our CEO. ▪ For NEOs other than our CEO, base salary levels are determined by the Compensation Committee after considering the evaluations and recommendations made by our CEO, who applies his own judgment in making such recommendations. ▪ In making their recommendations and determinations for base salary levels, the Compensation Committee and CEO each review Company performance, the respective NEO’s individual performance, the NEO’s career with NetScout, the NEO’s current and long-term compensation, market data from our peer group and special circumstances such as strategic alliances or acquisitions. |
|
|
|
||
Annual Incentive Bonus Awards (Cash) |
|
▪ Provides an incentive to executives to achieve short-term Company performance goals that are designed to help accomplish our strategic plan. ▪ Company performance goals provide an effective way to measure our NEOs’ collective ability to create sustainable growth and profitability based on pre-established quantitative goals. |
|
▪ Target bonus amounts generally established shortly after the start of each fiscal year and are consistent with our pay-for-performance approach. ▪ In no event will any NEO receive more than 200% of his or her annual incentive bonus target. ▪ Corporate performance goals generally consist of Board-approved non-GAAP EPS and revenue targets, and other financial objectives deemed strategically important. ▪ Executive officers are eligible for annual incentive bonus awards only after NetScout meets or exceeds a threshold profitability target (non-GAAP EPS), except for Mr. Downing, our Executive Vice President, Worldwide Sales Operations, with respect to the portion of his annual cash incentive compensation opportunity based on sales commissions. ▪ If NetScout meets or exceeds the threshold non-GAAP EPS target, executive officers’ annual incentive bonus awards are then determined based on contribution to NetScout-wide financial goals. |
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|
|
||
Long-Term Equity Incentives |
|
▪ Motivates executive officers to achieve our business objectives and manage risk by tying compensation to the performance of our common stock over the long term, which aligns the interests of management and stockholders. ▪ Motivates our executive officers to remain with NetScout by mitigating swings in incentives during periods when market volatility affects our stock price. ▪ Attracts highly qualified individuals who can contribute to our success. |
|
▪ Time-based RSU awards generally vest over four years; the ultimate value realized varies with our success as measured by our common stock price. ▪ RSUs are generally granted to executive officers at their appointment and then annually, depending upon performance. ▪ In fiscal year 2026, our NEOs received a significant portion (approximately 40% of shares granted) of their long-term equity incentives in the form of PSUs tied to a multi-year performance period. ▪ The Compensation Committee also reviews, with the use of tally sheets, previous equity grants to executive officers and considers the level of outstanding awards as a factor in determining the amount of long-term equity incentives granted to NEOs. |
NetScout Systems, Inc. | 2026 Proxy Statement | 36
Table of Contents
Compensation Discussion and Analysis
|
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|
||
Element |
|
Purpose |
|
Key Characteristics |
|
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||
Other Compensation |
|
▪ Provides benefits that promote employee health and welfare, which assist in attracting and retaining our executive officers. |
|
▪ Provides benefits that are common and appropriate for similarly situated executives of public companies, including health insurance and our 401(k) plan. ▪ Executive officers are also eligible for life insurance policies that provide for three times cash compensation (salary and annual incentive bonus target) up to a $1.5 million cap; Mr. Singhal is entitled to other benefits discussed below. |
|
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|
||
Termination and Change of Control Protections |
|
▪ Attract and retain executives. ▪ Align interests with stockholders, including in the event of a change in control of the Company. ▪ Mitigate any potential employer liability and avoid future disputes or litigation. |
|
▪ Arrangements are generally designed to: (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment, and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. ▪ “Double-trigger” provisions preserve morale, stability, and productivity and encourage executive retention in the event of a change of control. ▪ These provisions are considered a typical component of a competitive executive compensation program for executives among our fiscal year 2026 peer group. |
NetScout Systems, Inc. | 2026 Proxy Statement | 37
Table of Contents
Compensation Discussion and Analysis
Base Salaries and Target Bonus Amounts
In May 2025, after reviewing Company and individual NEO performance in fiscal year 2025, as well as peer group market data, the Compensation Committee and the Board determined that the fiscal year 2025 base salaries and target bonus opportunities of our NEOs (other than Messrs. Piazza and Munshi) were appropriate and would remain unchanged for fiscal year 2026. In connection with their respective promotions, Messrs. Piazza and Munshi received base salary adjustments. The Compensation Committee considered that the target total cash compensation for each NEO other than the CEO was below the 25th percentile of the peer group market data, and the Board considered that the target total cash compensation was between the 25th and 50th percentiles for the CEO. The bonus opportunity cap remained at 200% of each NEO’s target bonus amount.
|
|
FY25 |
|
FY26 |
|
FY25 |
|
FY26 |
|
FY25 Sum |
|
FY26 Sum |
Named Executive Officer |
|
Salary |
|
Salary |
|
Amount |
|
Amount |
|
Bonus |
|
Bonus |
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|
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|
Anil K. Singhal |
|
$594,825 |
|
$594,825 |
|
$647,194 |
|
$647,194 |
|
$1,242,019 |
|
$1,242,019 |
|
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|
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Anthony Piazza (1) |
|
$— |
|
$350,000 |
|
$— |
|
$250,000 |
|
$— |
|
$600,000 |
|
|
|
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|
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|
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|
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|
|
|
|
|
|
Sanjay Munshi (2) |
|
$— |
|
$350,000 |
|
$— |
|
$200,000 |
|
$— |
|
$550,000 |
|
|
|
|
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John W. Downing (3) |
|
$300,245 |
|
$300,245 |
|
$421,508 |
|
$421,508 |
|
$721,753 |
|
$721,753 |
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|
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Michael Szabados (4) |
|
$423,500 |
|
$423,500 |
|
$316,812 |
|
$— |
|
$740,312 |
|
$423,500 |
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|
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Jean Bua (5) |
|
$402,215 |
|
$402,215 |
|
$299,151 |
|
$— |
|
$701,366 |
|
$402,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 38
Table of Contents
Compensation Discussion and Analysis
Annual Incentive Bonus Awards
Each year, we adopt an executive annual incentive bonus plan that provides for cash incentive payments to our eligible NEOs upon the achievement of certain performance objectives. After considering stockholder feedback and the practices of our peers and with consideration of alignment with our core organizational goals and long-term value creation, we based our NEOs’ fiscal year 2026 bonus payouts entirely on the achievement of pre-determined financial performance goals. Accordingly, the amount to be earned by each eligible NEO under the executive annual incentive bonus plan for fiscal year 2026 (the “FY26 Bonus Plan”) would be determined based on three variables:
Further, following the determination above based on the achievement against the performance objectives, the Compensation Committee and the Board retain the ability to exercise discretion to increase or reduce the annual incentive bonus payout based on other criteria such as the Company’s overall performance, but in no event will annual incentive payments be greater than 200% of target bonus amount.
Corporate Performance Goals and Achievement
In June 2025, the Compensation Committee, for our eligible NEOs other than the CEO, and the Board, for our CEO, adopted the FY26 Bonus Plan, which was comprised of three financial performance goals (the same categories used for our fiscal year 2025 bonus plan): (i) non-GAAP EPS; (ii) total revenue; and (iii) year-over-year cybersecurity revenue growth. The Compensation Committee and the Board continued to utilize these goals for fiscal year 2026 as they believed that they correlated strongly with stockholder value and that using this combination of metrics provided an effective way to measure our NEOs’ collective ability to create sustainable growth and profitability. The weightings of these goals remain unchanged at 40% for non-GAAP EPS, 40% for total revenue, and 20% for year-over-year cybersecurity revenue growth.
The following table sets forth the financial performance goals shared among all of our eligible NEOs, as approved by the Compensation Committee and the Board in June 2025, and the actual levels achieved, calculated in accordance with the FY26 Bonus Plan. NEOs would only be eligible for annual incentive bonus awards if NetScout met or exceeded the minimum performance level for the non-GAAP EPS goal, except for Mr. Downing, our Executive Vice President, Worldwide Sales Operations, with respect to the portion of his annual cash incentive compensation opportunity based on sales commissions.
Based on actual achievement against each of our bonus criteria, as shown below, payouts under the FY26 Bonus Plan would have been earned at 154.5% of target. In determining the amount of each NEO’s cash incentive awards, the Compensation Committee considered, among other things, the overall strength of our fiscal year 2026 financial results, including annual revenue near the top of the range, non-GAAP EPS that exceeded the top end of the range, and significant shareholder value creation reflected in the increase in our stock price.
Following this review, the Compensation Committee, for all NEOs other than the CEO, and the Board, for the CEO, determined that an upward adjustment to each eligible NEO's payout under the FY26 Bonus Plan was warranted. Accordingly, fiscal year 2026 cash incentive awards for all NEOs were approved at 174.7% of target.
Under the terms of their respective Transition Agreements, neither Mr. Szabados nor Ms. Bua was eligible to receive an annual incentive bonus for fiscal year 2026.
Performance |
|
Non- |
|
Total |
|
Cybersecurity |
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Minimum |
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$2.25 |
|
|
$825 |
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10% |
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Maximum |
|
$2.40 |
|
|
$865 |
|
|
15% |
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|
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|
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|
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|
|
|
|
|
|
Actual |
|
$2.48 |
|
|
$859.5 |
|
|
7.8% |
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% Attainment |
|
200% |
|
|
186% |
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Weighted |
|
80% |
|
|
74.4% |
|
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Potential Payout 154.5% |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Actual Payout After Positive Discretion Applied 174.7% |
|||||||||
|
|||||||||
(1) Non-GAAP adjustments exclude the expenses related to the amortization of acquired intangible assets; share-based compensation expense; acquisition-related depreciation expense; restructuring charges; goodwill impairment charges; executive transition costs; and loss on extinguishment of debt, net of related income tax effects. Please see Appendix A for GAAP to non-GAAP reconciliations.
NetScout Systems, Inc. | 2026 Proxy Statement | 39
Table of Contents
Compensation Discussion and Analysis
Annual Incentive Bonus Payout Amounts
Below are each eligible NEO’s target and approved payouts under the FY26 Bonus Plan based on the achievements set forth above.
Named Executive Officer |
|
FY26 |
|
Percent of Target Bonus |
|
FY26 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anil K. Singhal |
|
$647,194 |
|
|
174.7% |
|
|
$1,130,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
$250,000 |
|
|
174.7% |
|
|
$436,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
$200,000 |
|
|
174.7% |
|
|
$349,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing (2) |
|
$227,614 |
|
|
174.7% |
|
|
$397,642 |
|
|
|
|
|
|
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 40
Table of Contents
Compensation Discussion and Analysis
Long-Term Equity Awards
Long-Term Incentives
In fiscal year 2026, we used the following vehicles to ensure that our Long-Term Incentive Program (“LTI Program”) was balanced, performance-focused, and supportive of its objectives over a multi-year period:
To continue to align our NEOs’ compensation with stockholder value, the Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, provided approximately 40% of each NEO’s fiscal year 2026 target long-term incentive opportunity in the form of PSUs. The Compensation Committee and the Board believe that the PSUs promote stockholder alignment and create an unambiguous link between compensation of our NEOs to long-term value creation since the payout is directly linked to the Company’s long-term total shareholder appreciation relative to the Russell 2000 Index. Further, these PSUs cliff-vest upon the conclusion of a three-year performance period, and potential payouts are capped at 100% of the target achievement.
The Compensation Committee, considering input from its compensation consultant, concluded that use of the Russell 2000 Index was an appropriate benchmark given the broad-based nature of the index, and because the Russell 2000 Index represents a robust, broad representation of the potential opportunity cost of investing in the Company from an investor’s perspective.
The following table shows the long-term incentive awards granted in fiscal year 2026 to the NEOs. The number of PSUs and RSUs granted to Anil Singhal and John Downing did not change from fiscal year 2025. The long-term incentive awards granted to Messrs. Piazza and Munshi were made in connection with their respective promotions to their current positions. Mr. Szabados and Ms. Bua, each of whom resigned from their respective positions in May 2025, did not receive any equity awards in fiscal year 2026.
Name |
|
Performance |
|
Restricted |
|
Total |
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anil K. |
|
28,800 |
|
43,200 |
|
72,000 |
|
$1,346,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
12,000 |
|
18,000 |
|
30,000 |
|
$560,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
10,000 |
|
15,000 |
|
25,000 |
|
$467,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
14,400 |
|
21,600 |
|
36,000 |
|
$673,128 |
|
|
|
|
|
|
|
|
|
Restricted Stock Units Granted in Fiscal Year 2026
The Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, grants RSU awards for retention purposes as they provide a payout opportunity to the NEOs only if they remain employed through the applicable vesting dates. The payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. Subject to continued service to NetScout through the applicable vesting date, RSUs vest in four equal annual installments beginning on the first anniversary of the grant date.
Performance Stock Units Granted in Fiscal Year 2026
The PSUs are wholly “at risk” compensation as our performance must be at or above the threshold of the rTSR goal for the NEOs to earn any shares of our common stock subject to their PSUs. The PSUs will be measured over and paid out after a three-year performance period, beginning on May 6, 2025 and ending on May 5, 2028 (the “FY26 PSU Measurement Period”). A 30 trading-day averaging period will be used to determine the beginning and ending stock price values used to calculate the TSR of NetScout and the Russell 2000 Index. Our rTSR will be calculated at the end of the FY26 PSU Measurement Period by subtracting the TSR of the Russell 2000 Index from NetScout’s TSR, and then rounding such figure to the nearest whole number. It is important to note that for our executives to earn their target number of PSUs, our TSR must exceed that of the Russell 2000 Index over the FY26 PSU Measurement Period by at least five percentage points. In addition, the number of PSUs that can be earned under our program is capped at 100% of the target award amount. For every percentage point that NetScout’s TSR is below the target performance level, the payout of shares will be reduced by 2%. The Compensation Committee did not establish an absolute TSR target as it believed that performance would be best measured on a relative basis against the Russell 2000 Index.
NetScout Systems, Inc. | 2026 Proxy Statement | 41
Table of Contents
Compensation Discussion and Analysis
The payout of shares resulting from the PSUs cannot be more than 100% of the NEO’s target amount.
|
Payout as % of Target |
|
|
|
|
|
|
|
Threshold |
44 percentage points below Russell 2000 Index |
2% |
|
|
|
|
|
|
Target/Maximum |
5 percentage points above the Russell 2000 Index |
100% |
|
|
|
Payout of Performance Stock Units Granted in Fiscal Years 2023 and 2024
In October 2022, the Compensation Committee granted PSUs to our NEOs, which were measured over and paid out after a three-year performance period, beginning on October 26, 2022 and ending on October 25, 2025, using the same performance criteria described above for the PSUs granted in fiscal year 2026, except with respect to the measurement period. NetScout’s TSR was below the target performance level, which resulted in no payout under these PSUs.
In June 2023, the Compensation Committee granted PSUs to our NEOs, which were measured over and paid out after a three-year performance period, beginning on June 15, 2023 and ending on June 14, 2026, using the same performance criteria described above for the PSUs granted in fiscal year 2026, except with respect to the measurement period. NetScout’s TSR was 27% below the target performance level, which resulted in the payout of shares being reduced by 54% and a total payout of 36%.
NetScout Systems, Inc. | 2026 Proxy Statement | 42
Table of Contents
Compensation Discussion and Analysis
Retirements of Chief Operating Officer and Chief Financial Officer
Effective May 31, 2025, Mr. Szabados and Ms. Bua resigned from their respective positions as Chief Operating Officer and Chief Financial Officer of the Company. In connection with their respective resignations and transitions toward retirement, we entered into the respective Transition Agreements with Mr. Szabados and Ms. Bua, pursuant to which Mr. Szabados and Ms. Bua each continued as an employee of the Company in the capacity of Senior Advisor through June 30, 2026 (the “Employment Separation Date”).
Pursuant to their respective Transition Agreements, Mr. Szabados and Ms. Bua each (1) continued to receive their existing base compensation and benefits through their Employment Separation Date, (2) were ineligible to receive an annual incentive bonus for the fiscal year ended March 31, 2026 or any other future years, (3) continued vesting in any of their outstanding time-based RSUs in accordance with such awards’ original terms through their Employment Separation Date, subject to their continued service through the applicable vesting dates, and (4) continued to be eligible to vest in any of their outstanding PSUs through their Employment Separation Date, subject to achievement of the applicable performance goals over the relevant performance periods, if and as certified by the Compensation Committee, and subject to their continued service with the Company through the dates on which the Compensation Committee certified achievement of the performance goals.
As a member of the Board, Mr. Szabados was not eligible to receive additional compensation as a director under our non-employee director compensation policy until after the conclusion of his full-time employment with us as a Senior Advisor and he did not receive equity awards under the non-employee director compensation policy during his service as a Senior Advisor.
In the event that, prior to their respective Employment Separation Dates, Mr. Szabados or Ms. Bua’s employment was terminated without Cause (as defined in the 2019 Plan), such terminated individual would have been entitled to (i) continued payment of base salary through June 30, 2026, less applicable withholdings and deductions, and (ii) continued eligibility for vesting of PSUs through June 30, 2026 (and payment thereunder to the extent the Compensation Committee certified performance achievement on or before such date).
Following the Employment Separation Date, Ms. Bua continues to serve as a non-employee advisor to the Company but does not receive further compensation beyond continued vesting of her RSUs in accordance with their terms. Such non-employee advisory period will end when all of her outstanding RSUs have fully vested.
Mr. Szabados entered into an amendment to his Transition Agreement with the Company on May 29, 2026, pursuant to which, following the Employment Separation Date, he continues to serve as a non‑employee advisor until the earlier of (i) the date on which all of his unvested RSUs have vested or (ii) the termination of the advisory relationship by either Mr. Szabados or the Company for any reason (the “Post Senior Advisor Period). During the Post Senior Advisor Period, Mr. Szabados will continue to vest in his time-based RSUs in accordance with the 2019 Plan but will not receive any additional compensation or benefits. If the Company terminates the Post Senior Advisor Period for any reason other than Cause (as defined in the 2019 Plan), the vesting of Mr. Szabados’ outstanding time-based RSU awards will accelerate by 12 months upon such termination.
In the event there is a Change in Control (as defined in the 2019 Plan) while Mr. Szabados is serving as an employee, advisor, or director of the Company, or while Ms. Bua is serving as an employee or advisor of the Company, all of their unvested RSUs, to the extent not otherwise accelerated under the terms of the 2019 Plan, will automatically vest in full simultaneously with such Change in Control. Mr. Szabados and Ms. Bua’s respective amended and restated severance agreements, which are described in the following section, were terminated upon Mr. Szabados and Ms. Bua entering into their respective Transition Agreements.
NetScout Systems, Inc. | 2026 Proxy Statement | 43
Table of Contents
Compensation Discussion and Analysis
Post-Termination Compensation
Post-Termination Terms
Anil K. Singhal
Mr. Singhal’s 2007 employment agreement, as amended, provides that if any of the following three events occur—(1) NetScout terminates Mr. Singhal’s employment for any reason other than due cause (as defined in the agreement), (2) Mr. Singhal terminates his employment for any reason at any time following the consummation of a sale of NetScout, or (3) upon the death or disability of Mr. Singhal—then Mr. Singhal, or his estate, is entitled to receive in a lump sum a payment equal to the net present value of $16,208 per month for a period of seven years. If Mr. Singhal terminates his employment with NetScout for any reason prior to the consummation of a sale of NetScout, he is entitled to such lump sum payment for seven years. Mr. Singhal will also receive continued health and dental benefits during such period. Mr. Singhal’s severance benefits, including health and dental benefits, are fully vested, and we have projected future payments for the unfunded severance benefit obligation at approximately $1,275,424 as of March 31, 2026.
Other Named Executive Officers
NetScout has entered into amended and restated severance agreements with its NEOs, other than its CEO, based on its standard form. These agreements are intended to help NetScout retain key executives and to reinforce the continued attention and dedication of management in the event of a change of control and to provide protection so that such executives can act in the best interests of NetScout without distraction. The amended and restated severance agreements provide certain payments in the event that such executive officer is terminated without cause (as defined in the applicable agreement) or resigns for good reason (as defined in the applicable agreement) at any time prior to a change in control of NetScout (as defined in the applicable agreement) or within one year thereafter. In such event, such executive officer will receive 12 months of his or her then-current salary, and if such termination occurs after a change of control, such executive officer will also receive a prorated amount of his or her annual incentive bonus target, based on the months elapsed in such year that in any event will not be less than 50% of his or her annual incentive bonus target and accelerated vesting of any outstanding unvested equity awards under the 2019 Plan, or any successors thereto, that would have vested or become exercisable within one year of such termination.
With respect to the severance agreement with Mr. Downing, if such termination occurs after a change of control, such payments will also include accrued but unpaid sales commissions plus a prorated amount of his maximum target sales commissions (without double counting for previously paid commissions) that in any event will not be less than 50% of his maximum target sales commissions.
Each of the amended and restated severance agreements listed above contains one-year automatic renewal terms unless NetScout or the respective executive officer elects not to renew the agreement.
The agreements also contain forfeiture or “clawback” provisions requiring repayment of severance amounts if it is ultimately determined that the executive officer committed certain prohibited conduct while employed by NetScout or materially breached any of the executive officer’s agreements with NetScout.
As described above in the section titled “Retirements of Chief Operating Officer and Chief Financial Officer,” Mr. Szabados and Ms. Bua’s respective amended and restated severance agreements were terminated upon Mr. Szabados and Ms. Bua entering into their respective Transition Agreements in May 2025, which set forth each individual’s post-termination compensation arrangements.
NetScout Systems, Inc. | 2026 Proxy Statement | 44
Table of Contents
Compensation Discussion and Analysis
Other Benefits
Acceleration Upon Death or Disability
Under the 2019 Plan, consistent with the practice of many of our peers and to encourage our employees to remain employed with us, unless specifically provided otherwise in the applicable award agreement, if an executive officer’s service relationship with us or any of our affiliates terminates as a result of the executive officer’s death or disability, each of the executive officer’s equity awards will become fully vested (and exercisable, if applicable) as of the date of such termination, to the extent that such awards are outstanding and unvested as of such date. Notwithstanding the foregoing and unless otherwise provided, all PSUs held by our NEOs will be forfeited after a termination of service due to death or disability pursuant to the applicable PSU award agreements.
General Health, Welfare, and Other Benefit Plans
Our NEOs are eligible to participate in a variety of employee benefit plans on the same terms as our other employees, including medical, dental and vision plans, our tax-qualified 401(k) plan, and our stock purchase plan.
One exception to this broad-based eligibility is that executive officers at the vice president level and above are eligible for life insurance policies that provide for three times cash compensation (salary and annual incentive bonus target) up to a $1.5 million cap with evidence of insurability, which differs from the two times salary and annual incentive bonus target and $750,000 cap available to non-sales employees and two times salary and commission and $750,000 cap available to sales employees.
We believe these benefits are consistent with benefits provided by our peer group and help us to attract and retain high-quality executives.
Perquisites and Other Benefits
We provide limited perquisites that we believe are reasonable and consistent with market practices, helping us remain competitive with our peers in attracting and retaining key executive talent. In fiscal year 2026, our CEO was provided Company-paid automobile and automobile insurance allowances, financial and charitable planning services, tax preparation services, and tickets to entertainment events. Our other NEOs were offered modest allowances for tax preparation services. We do not provide any tax gross ups for any of our executive officers. We acknowledge the considerable time, effort and focus required of our NEOs by their work duties and believe that it is important to compensate our executive officers for these expenses to allow our NEOs to concentrate on their responsibilities and our future success while offering competitive benefits.
NetScout Systems, Inc. | 2026 Proxy Statement | 45
Table of Contents
Compensation Discussion and Analysis
Executive Compensation Review and Process
General
Each year, the Compensation Committee reviews compensation objectives and practices in connection with the annual review and approval of executive officer compensation. The Compensation Committee exercises discretion and has ultimate authority with respect to executive compensation matters, except in the case of the compensation of the CEO, which is approved by the full Board after receiving a recommendation from the Compensation Committee.
Role of Senior Management
The Compensation Committee views the compensation determination process as an important opportunity to engage in strategic discussions with the CEO on the appropriate factors and criteria that should be focused on for the attainment of long-term stockholder value. Our CEO often participates in discussions and deliberations regarding the compensation of our executive officers, and he provides recommendations with respect to such executives. The other executives do not play a role in determining their compensation. Our CEO is not present and does not participate in discussions or deliberations regarding his own compensation, performance, or objectives, whether at the Compensation Committee or Board meetings.
Role of Compensation Consultants
In fiscal year 2026, the Compensation Committee engaged Pay Governance LLC, an independent compensation consulting firm, to assist with peer group analysis and to collect compensation information pertaining to executive and Director compensation matters. The Compensation Committee has determined that Pay Governance LLC is free from conflicts of interest.
Use of Third-Party Data/Peer Group Data
The Compensation Committee determines and periodically reevaluates our peer group based on the following criteria: company type, location, revenue, market capitalization, net income, number of employees, similar industry/related technology, and certain other qualitative factors.
The Compensation Committee considers peer group data as one of several factors when examining and making decisions about executive compensation. The Compensation Committee believes the data is helpful but considers such information as part of a range of factors in determining appropriate compensation levels, including individual performance, role expertise, experience, recruiting needs, internal equity, retention requirements, succession planning, and best compensation governance practices. Generally, peer group data is used to compare the compensation of our executive officers with that of the executive officers of our peer group companies. The comparison is not intended to determine compensation in any formulaic way. Please see “Fiscal Year 2026 Peer Group” below for more information.
Evaluation of Executive Performance
The Compensation Committee reviews annually, over a series of meetings, the performance and compensation of each of our executive officers. The Compensation Committee takes into account our financial performance and future expectations, individual performance and experience, and overall compensation levels. The Compensation Committee has not typically assigned specific weights, formulas, or rankings to these factors other than the financial performance goals, but instead makes a determination based on consideration of all of these factors as well as the progress made with respect to our long-term goals and strategies. However, the Compensation Committee places greater emphasis on the achievement of our overall corporate financial targets in making its determinations and has set those financial targets, with weightings, as shared objectives for all executives.
Establishing Performance Goals for Annual Incentive Bonus Plan
Discussions of the next fiscal year’s annual incentive bonus plan goals typically begin during the fourth quarter of the then-current fiscal year, in conjunction with management’s development of proposed strategic and operating plans and a proposed budget for the next fiscal year. The Compensation Committee establishes goals for the NEOs other than the CEO and recommends to the Board and the Board establishes goals for the CEO consistent with NetScout’s strategic plan, financial goals, and operating budget for the year. Accordingly, the Compensation Committee and the Board generally have the expectation that achievement of the established performance goals will be challenging but achievable.
With respect to corporate performance goals, the Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, establishes a threshold performance goal, which is typically a profitability (non-GAAP EPS) target, which we must achieve before full Company-wide bonus accruals are made for the fiscal year. NetScout typically focuses its profitability target on our publicly communicated EPS guidance for the fiscal year. If EPS performance falls below guidance, the total Company-wide bonus pool will generally be reduced to zero if necessary.
In the event of over-performance with respect to profitability, either due to higher revenue results, changes in product mix, decisions to reduce investment in certain areas, or unanticipated one-time events such as tax refunds, the additional funds will be allocated between a NetScout-wide bonus pool and stockholders in the form of increases to EPS.
In addition, the CEO works with the NEOs to establish corporate financial targets and then presents those proposed shared financial targets to the Compensation Committee for review and evaluation.
NetScout Systems, Inc. | 2026 Proxy Statement | 46
Table of Contents
Compensation Discussion and Analysis
Fiscal Year 2026 Peer Group
Peer Group
As one of the considerations in its deliberations on compensation matters, the Compensation Committee reviews competitive market data for executive compensation levels from a peer group of companies. While the Compensation Committee believes it is in the best interests of our stockholders to ensure that our executive compensation is competitive with that of other companies of similar size and complexity, the Compensation Committee does not use peer group data to set compensation levels at specific percentiles.
Consistent with industry best practices, peer companies are identified based on comparability to NetScout across a range of factors, including revenue, market capitalization, net income, number of employees, and similar industry/related technology. We also seek to maintain a sufficient number of companies in our peer group to provide robust market comparisons.
In selecting the peer group, the Compensation Committee generally targets companies with revenues ranging from approximately 0.4 to 2.5 times that of NetScout and market capitalizations ranging from approximately 0.25 to 4.0 times that of NetScout. For fiscal year 2026, we revised our peer group to (i) exclude Everbridge, Inc., Infinera Corporation, and SecureWorks Corp., based on completed or pending M&A activity, and ViaSat Inc. and ACI Worldwide, Inc., based on revenue and market capitalization considerations, and (ii) add Ribbon Communications Inc., 8x8, Inc., Fastly, Inc., PagerDuty, Inc., and Digi International Inc., based on their comparability in terms of revenue, market capitalization, and business focus. These changes align NetScout closer to the median revenue of the fiscal year 2026 peer group. Our fiscal year 2026 peer group consisted of the 19 companies set forth in the table below. At the time the Compensation Committee approved this peer group for fiscal year 2026, our revenue and market capitalization were 6% and 8% below the peer group median, respectively.
|
||||
NetScout’s Peer Group For Fiscal Year 2026 |
||||
|
|
|
||
A10 Networks, Inc. (ATEN) |
|
Extreme Networks Inc. (EXTR) |
|
Ribbon Communications Inc. (RBBN) |
|
|
|
||
ADTRAN Holdings, Inc. (ADTN) |
|
Fastly, Inc. (FSLY)
|
|
Tenable Holdings, Inc. (TENB) |
|
|
|
||
Blackbaud, Inc. (BLKB) |
|
Harmonic Inc. (HLIT) |
|
Verint Systems Inc. (VRNT) |
|
|
|
||
Box, Inc. (BOX) |
|
InterDigital, Inc. (IDCC) |
|
Viavi Solutions Inc. (VIAV) |
|
|
|
||
Calix, Inc. (CALX) |
|
NETGEAR, Inc. (NTGR) |
|
8x8, Inc. (EGHT) |
|
|
|
||
Commvault Systems, Inc. (CVLT) |
|
PagerDuty, Inc. (PD)
|
|
|
|
|
|
||
Digi International Inc. (DGII) |
|
Rapid7, Inc. (RPD) |
|
|
For fiscal year 2027, we revised our peer group to (i) exclude Verint Systems Inc (VRNT), based on completed or pending M&A activity, and (ii) add Varonis Systems Inc (VRNS), based on its comparability in terms of revenue, market capitalization, and business focus. These changes align NetScout closer to the median revenue and market capitalization of the fiscal year 2027 peer group.
NetScout Systems, Inc. | 2026 Proxy Statement | 47
Table of Contents
Compensation Discussion and Analysis
Regulatory Requirements and Risk Management
Tax Deductibility of Executive Compensation
While Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1 million (per individual) on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the discretion to award compensation that is not deductible in order to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives.
Other Key Regulations Affecting Compensation Plans
Post-termination compensation is designed to minimize the effect of additional taxes imposed by Section 409A of the Code.
Management of Risk
Following review and discussion, the Compensation Committee believes that any risks arising from our compensation policies and practices for our employees will not have a material adverse effect on NetScout. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. The considerations which led the Compensation Committee to this conclusion include the following:
NetScout Systems, Inc. | 2026 Proxy Statement | 48
Table of Contents
Compensation Discussion and Analysis
Policies for Compensation Risk Mitigation
Recoupment (“Clawback”) Policy
In October 2023, we adopted the NetScout Systems, Inc. Executive Compensation Recovery Policy that complies with Nasdaq’s listing standards for recoupment, or “clawback” of erroneously awarded incentive-based compensation. Our policy provides that in the event the Company is required to prepare certain accounting restatements of its financial statements, the Company must recover from certain current or former executive officers the amount of erroneously awarded incentive-based compensation that exceeds the amount that the executive officers would have received based on the restated financial statements, subject to limited exceptions. During fiscal year 2026, the Company was not required to prepare an accounting restatement that required recovery of erroneously awarded incentive-based compensation pursuant to the Company’s Executive Compensation Recovery Policy.
Stock Ownership Guidelines and CEO Holding Requirements
Our Director and Officer Stock Ownership Guidelines are designed to encourage our executive officers and Directors to achieve and maintain a significant equity stake in NetScout to closely align their interests with those of our stockholders. The guidelines are as set forth below.
|
|
|
Title |
|
Ownership Guidelines (1) |
|
|
|
Chief Executive Officer |
|
5x annual base salary |
|
|
|
Chief Operating Officer |
|
3x annual base salary |
|
|
|
Officers who are Executive Vice Presidents |
|
2x annual base salary |
|
|
|
Non-Employee Directors |
|
5x annual board retainer |
(1) The ownership guideline for each individual will be converted into a number of shares on the first day of each fiscal year based on the average closing price of a share of NetScout stock for the previous fiscal year.
Shares owned outright by executive officers and Directors, shares held in trust for the benefit of executive officers and Directors or their family members, and unvested time-based restricted stock units count towards this ownership requirement. Unexercised stock options (whether vested or unvested) and unearned performance-based awards do not count towards this ownership requirement. Each executive officer is required to achieve the applicable level of ownership within four (4) years of the date such individual began serving in the listed position above, while each Director is required to achieve the applicable level of ownership within four (4) years of the date such individual was appointed or elected (if earlier) as a Director.
In June 2024, the Board further revised our guidelines to provide that, to the extent applicable in the future, with respect to any stock options or option-like awards granted to our CEO, any net shares received by our CEO upon exercise of such equity awards will be subject to a post-exercise holding period of 12 months from the date of exercise, provided that such holding requirement will not apply to any person who is no longer serving as our CEO.
The Compensation Committee is responsible for monitoring compliance with the guidelines. As of March 31, 2026, each officer and non-employee Director had met the requirements of the Director and Officer Stock Ownership Guidelines or was within the compliance period.
Prohibition on Hedging, Pledging, and Insider Trading
We maintain
NetScout Systems, Inc. | 2026 Proxy Statement | 49
Table of Contents
The following Report of the Compensation Committee is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, other than the Company’s Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The Compensation Committee has reviewed the Compensation Discussion and Analysis portion of this Proxy Statement and discussed such section with management. Based on its review and discussions and its ongoing involvement with executive compensation matters, the Compensation Committee recommended to the Board that the CD&A portion of this Proxy Statement be included in NetScout’s proxy statement and incorporated into NetScout’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. This report is provided by the following independent Directors, who comprise the Compensation Committee:
Vivian Vitale, Chair
Robert E. Donahue
Alfred Grasso
Christopher Perretta
None of Ms. Vitale or Messrs. Donahue, Grasso, or Perretta was, during the past fiscal year, an officer or employee of NetScout or any of our subsidiaries, was formerly an officer of NetScout or any of our subsidiaries, or had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. During the past fiscal year, none of our executive officers served as:
NetScout Systems, Inc. | 2026 Proxy Statement | 50
Table of Contents
The following summary compensation table sets forth the total compensation paid or accrued for the last three fiscal years to our NEOs.
Summary Compensation Table for Fiscal Year 2026
Name and Principal |
|
Fiscal |
|
Salary(1) |
|
|
Bonus(2) |
|
|
Stock |
|
|
Non-Equity |
|
|
All Other |
|
|
Total |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Anil K. Singhal |
|
2026 |
|
|
594,825 |
|
|
|
130,732 |
|
|
|
1,346,256 |
|
|
|
999,915 |
|
|
|
134,559 |
|
|
|
3,206,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Co-Founder, President, |
|
2025 |
|
|
594,825 |
|
|
|
— |
|
|
|
1,193,760 |
|
|
|
523,580 |
|
|
|
125,314 |
|
|
|
2,437,479 |
|
Chairman of the Board |
|
2024 |
|
|
594,825 |
|
|
|
— |
|
|
|
1,830,096 |
|
|
|
323,585 |
|
|
|
104,460 |
|
|
|
2,852,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Anthony Piazza(6) |
|
2026 |
|
|
342,416 |
|
|
|
50,500 |
|
|
|
560,940 |
|
|
|
386,250 |
|
|
|
16,652 |
|
|
|
1,356,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executive Vice President, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sanjay Munshi(7) |
|
2026 |
|
|
360,698 |
|
|
|
40,400 |
|
|
|
467,450 |
|
|
|
309,000 |
|
|
|
16,051 |
|
|
|
1,193,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John W. Downing(8) |
|
2026 |
|
|
300,245 |
|
|
|
45,978 |
|
|
|
673,128 |
|
|
|
535,092 |
|
|
|
22,741 |
|
|
|
1,577,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executive Vice President, |
|
2025 |
|
|
300,245 |
|
|
|
— |
|
|
|
596,880 |
|
|
|
358,913 |
|
|
|
23,094 |
|
|
|
1,279,132 |
|
Operations |
|
2024 |
|
|
300,245 |
|
|
|
— |
|
|
|
915,048 |
|
|
|
268,651 |
|
|
|
22,688 |
|
|
|
1,506,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Michael Szabados(9) |
|
2026 |
|
|
423,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29,653 |
|
|
|
453,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vice Chairman of the Board, |
|
2025 |
|
|
423,500 |
|
|
|
— |
|
|
|
696,360 |
|
|
|
256,301 |
|
|
|
28,655 |
|
|
|
1,404,816 |
|
former Chief Operating Officer |
|
2024 |
|
|
423,500 |
|
|
|
— |
|
|
|
1,067,556 |
|
|
|
158,410 |
|
|
|
28,926 |
|
|
|
1,678,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jean Bua(10) |
|
2026 |
|
|
402,215 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,168 |
|
|
|
423,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Former Senior Advisor and |
|
2025 |
|
|
402,215 |
|
|
|
— |
|
|
|
596,880 |
|
|
|
242,014 |
|
|
|
21,018 |
|
|
|
1,262,127 |
|
Officer, Chief Accounting |
|
2024 |
|
|
402,215 |
|
|
|
— |
|
|
|
915,048 |
|
|
|
149,584 |
|
|
|
20,568 |
|
|
|
1,487,415 |
|
NetScout Systems, Inc. | 2026 Proxy Statement | 51
Table of Contents
Compensation and Other Information Concerning Executive Officers
All Other Compensation Table for Fiscal Year 2026
Name |
|
Fiscal |
|
Car |
|
Entertainment($)(1) |
|
Financial and |
|
401(k) |
|
Supplemental |
|
Total($) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anil K. Singhal |
|
2026 |
|
26,499 |
|
2,732 |
|
|
77,523 |
(2) |
|
10,500 |
|
17,305 |
|
134,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
2026 |
|
— |
|
2,535 |
|
|
— |
|
|
10,841 |
|
3,276 |
|
16,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
2026 |
|
— |
|
1,264 |
|
|
— |
|
|
11,310 |
|
3,477 |
|
16,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
2026 |
|
— |
|
— |
|
|
— |
|
|
10,263 |
|
12,478 |
|
22,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Szabados |
|
2026 |
|
— |
|
848 |
|
|
1,000 |
|
|
10,500 |
|
17,305 |
|
29,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Bua |
|
2026 |
|
— |
|
— |
|
|
— |
|
|
10,500 |
|
10,668 |
|
21,168 |
NetScout Systems, Inc. | 2026 Proxy Statement | 52
Table of Contents
Compensation and Other Information Concerning Executive Officers
Grants of Plan-Based Awards in Fiscal Year 2026
The following table sets forth grants of plan-based awards to each of our NEOs for the fiscal year ended March 31, 2026:
|
|
|
|
|
|
Estimated |
|
Estimated |
|
All Other |
|
Grant Date |
||||||||||||||||
Name |
|
Grant |
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
or |
|
Awards |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anil K. Singhal |
|
5/6/2025 |
|
RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,200 |
|
|
909,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2025 |
|
PSU |
|
|
|
|
|
|
|
|
|
|
576 |
|
|
28,800 |
|
|
— |
|
|
|
|
|
436,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
— |
|
|
647,194 |
|
|
1,294,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
5/6/2025 |
|
RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
378,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2025 |
|
PSU |
|
|
|
|
|
|
|
|
|
|
240 |
|
|
12,000 |
|
|
— |
|
|
|
|
|
182,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
— |
|
|
250,000 |
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
5/6/2025 |
|
RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
315,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2025 |
|
PSU |
|
|
|
|
|
|
|
|
|
|
200 |
|
|
10,000 |
|
|
— |
|
|
|
|
|
151,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
— |
|
|
200,000 |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
5/6/2025 |
|
RSU |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,600 |
|
|
454,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2025 |
|
PSU |
|
|
|
|
|
|
|
|
|
|
288 |
|
|
14,400 |
|
|
— |
|
|
|
|
|
218,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
— |
|
|
421,508 |
(5) |
|
649,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Szabados(6) |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Bua(7) |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
NetScout Systems, Inc. | 2026 Proxy Statement | 53
Table of Contents
Compensation and Other Information Concerning Executive Officers
Outstanding Equity Awards at Fiscal Year 2026 End Table
Name |
|
Grant |
|
Number of |
|
|
Market Value of |
|
|
Equity Incentive |
|
Equity Incentive |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anil K. Singhal |
|
5/6/2025 |
|
|
43,200 |
|
|
|
1,373,328 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
5/6/2025 |
|
|
|
|
|
|
|
28,800 |
|
(4) |
|
|
915,552 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
32,400 |
|
|
|
1,029,996 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
|
|
|
|
|
28,800 |
|
(5) |
|
|
915,552 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
21,600 |
|
|
|
686,664 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
|
|
|
|
|
10,368 |
|
(6) |
|
|
329,599 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/26/2022 |
|
|
13,500 |
|
|
|
429,165 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anthony Piazza |
|
5/6/2025 |
|
|
18,000 |
|
|
|
572,220 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
5/6/2025 |
|
|
|
|
|
|
|
12,000 |
|
(4) |
|
|
381,480 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
7,200 |
|
|
|
228,888 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
4,000 |
|
|
|
127,160 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
8/25/2022 |
|
|
2,500 |
|
|
|
79,475 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sanjay Munshi |
|
5/6/2025 |
|
|
15,000 |
|
|
|
476,850 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
5/6/2025 |
|
|
|
|
|
|
|
|
10,000 |
|
(4) |
|
|
317,900 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
8,640 |
|
|
|
274,666 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
4,800 |
|
|
|
152,592 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
8/25/2022 |
|
|
3,000 |
|
|
|
95,370 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
John W. Downing |
|
5/6/2025 |
|
|
21,600 |
|
|
|
686,664 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
5/6/2025 |
|
|
|
|
|
|
|
14,400 |
|
(4) |
|
|
457,776 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
16,200 |
|
|
|
514,998 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
|
|
|
|
|
14,400 |
|
(5) |
|
|
457,776 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
10,800 |
|
|
|
343,332 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
|
|
|
|
|
5,184 |
|
(6) |
|
|
164,799 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/26/2022 |
|
|
6,750 |
|
|
|
214,583 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael Szabados |
|
6/6/2024 |
|
|
18,900 |
|
|
|
600,831 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
|
|
|
|
|
16,800 |
|
(5) |
|
|
534,072 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
12,600 |
|
|
|
400,554 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
|
|
|
|
|
6,048 |
|
(6) |
|
|
192,266 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/26/2022 |
|
|
7,875 |
|
|
|
250,346 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jean Bua |
|
6/6/2024 |
|
|
16,200 |
|
|
|
514,998 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/6/2024 |
|
|
|
|
|
|
|
14,400 |
|
(5) |
|
|
457,776 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
10,800 |
|
|
|
343,332 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
6/15/2023 |
|
|
|
|
|
|
|
5,184 |
|
(6) |
|
|
164,799 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/26/2022 |
|
|
6,750 |
|
|
|
214,583 |
|
|
|
|
|
|
|
|
||
NetScout Systems, Inc. | 2026 Proxy Statement | 54
Table of Contents
Compensation and Other Information Concerning Executive Officers
NetScout Systems, Inc. | 2026 Proxy Statement | 55
Table of Contents
Compensation and Other Information Concerning Executive Officers
Option Exercises and Stock Vested in Fiscal Year 2026 Table
The following table sets forth option exercises and vested stock awards for each of our NEOs for the fiscal year ended March 31, 2026:
|
|
Stock Awards |
||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Name |
|
Number of |
|
Value |
||||||
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||
Anil K. Singhal |
|
|
13,500 |
|
|
|
|
316,035 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
10,800 |
|
|
|
|
250,776 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
10,800 |
|
|
|
|
251,100 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
13,500 |
|
|
|
|
362,475 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Anthony Piazza |
|
|
2,500 |
|
|
|
|
57,100 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2,400 |
|
|
|
|
55,728 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2,000 |
|
|
|
|
46,500 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2,500 |
|
|
|
|
58,763 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Sanjay Munshi |
|
|
2,750 |
|
|
|
|
62,810 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2,880 |
|
|
|
|
66,874 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
2,400 |
|
|
|
|
55,800 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
3,000 |
|
|
|
|
70,515 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
John W. Downing |
|
|
6,750 |
|
|
|
|
158,018 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5,400 |
|
|
|
|
125,388 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5,400 |
|
|
|
|
125,550 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
6,750 |
|
|
|
|
181,238 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Michael Szabados |
|
|
7,875 |
|
|
|
|
184,354 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
6,300 |
|
|
|
|
146,286 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
6,300 |
|
|
|
|
146,475 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
7,875 |
|
|
|
|
211,444 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Jean Bua |
|
|
6,750 |
|
|
|
|
158,018 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5,400 |
|
|
|
|
125,388 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5,400 |
|
|
|
|
125,550 |
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
6,750 |
|
|
|
|
181,238 |
|
|
Pension Benefits Table for Fiscal Year 2026
We do not provide any benefits under any tax-qualified defined benefit plan, supplemental executive retirement plan or any other plan that provides for specified retirement benefits or other payments and benefits that will be provided primarily following retirement to any of our NEOs and have therefore omitted this table.
Non-Qualified Deferred Compensation for Fiscal Year 2026
We do not provide a non-qualified defined contribution plan or other deferred compensation plan to any of our NEOs and have therefore omitted this table.
NetScout Systems, Inc. | 2026 Proxy Statement | 56
Table of Contents
Compensation and Other Information Concerning Executive Officers
Employment and Other Agreements
We entered into an employment agreement with Mr. Singhal, which has been in effect, as amended, since 2007, which provides that he will receive an annual base salary of at least $300,000. The employment agreement provides for automatic one-year renewals. During the term of this agreement, Mr. Singhal is also eligible to receive an annual incentive bonus award based on Company performance and individual objectives. The employment agreement is terminable at will by either party and provides that if we elect not to renew the agreement for any reason, or if Mr. Singhal’s employment is terminated by us without due cause as defined in the agreement, by Mr. Singhal at any time following the consummation of a sale of NetScout, or upon the death or disability of Mr. Singhal, then Mr. Singhal, or his estate, is entitled to receive in a lump sum a payment equal to the net present value of $16,208 per month for seven years. If Mr. Singhal terminates his employment with us for any reason prior to the consummation of a sale of NetScout, he is entitled to such lump sum payment. Mr. Singhal will also receive continued health and dental benefits during such period.
We also entered into amended and restated severance agreements with our NEOs other than Mr. Singhal, each of which are described under the heading “Post-Termination Compensation” in the Compensation Discussion and Analysis.
As further described under the heading “Retirements of Chief Operating Officer and Chief Financial Officer” in the Compensation Discussion and Analysis, Mr. Szabados and Ms. Bua’s respective amended and restated severance agreements were terminated upon Mr. Szabados and Ms. Bua entering into their respective Transition Agreements in May 2025. Please see the section titled “Retirements of Chief Operating Officer and Chief Financial Officer” in the Compensation Discussion and Analysis for more information regarding Mr. Szabados and Ms. Bua’s respective Transition Agreements.
Potential Payments Upon Termination or Change of Control
The table below sets forth the estimated amount of payments and other benefits each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on March 31, 2026. The table below includes the payments and other benefits that Ms. Bua and Mr. Szabados were entitled to receive under their respective Transition Agreements that were in effect as of March 31, 2026.
The values relating to vesting of restricted stock unit awards are based upon a per share fair market value of our common stock of $31.79, the closing price reported on the Nasdaq Global Select Market on March 31, 2026 (the last trading day of fiscal year 2026). Actual payments made at any future date will vary based on various factors, including salary and annual incentive bonus levels, the vesting schedules of the various equity-based awards, and the price of our common stock at the time of termination or change of control. For purposes of the payments associated with a change of control set forth in the following table, we have assumed that the respective NEO was terminated on March 31, 2026, and that such arrangements were actually in effect as of such date.
NetScout Systems, Inc. | 2026 Proxy Statement | 57
Table of Contents
Compensation and Other Information Concerning Executive Officers
Please refer to the section titled “Post-Termination Compensation” in the Compensation Discussion and Analysis for a discussion of the particular terms of the applicable termination or change of control arrangements reflected in the table below.
Name |
|
Termination Event* |
|
Salary and |
|
Vesting |
|
Health |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anil K. Singhal |
|
Termination without cause by NetScout at any time or termination by Mr. Singhal for any reason |
|
1,110,579 |
|
|
— |
|
|
164,845 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
1,110,579 |
|
|
4,892,481 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
Termination without cause or resignation for good reason other than in the context of a change of control |
|
350,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason within one year following a change of control |
|
600,000 |
|
|
362,406 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
— |
|
|
1,579,963 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
Termination without cause or resignation for good reason other than in the context of a change of control |
|
350,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason within one year following a change of control |
|
550,000 |
|
|
382,434 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
— |
|
|
1,476,328 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
Termination without cause or resignation for good reason other than in the context of a change of control |
|
300,245 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason within one year following a change of control |
|
721,753 |
|
|
894,380 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or Disability |
|
— |
|
|
2,446,241 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Szabados(4) |
|
Entry into Transition Agreement |
|
423,500 |
|
|
688,559 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Bua(4) |
|
Entry into Transition Agreement |
|
402,215 |
|
|
590,193 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
* In addition to the Company’s Executive Compensation Recovery Policy, discussed in the Compensation Discussion and Analysis, Mr. Singhal’s employment agreement, as amended, and each of the amended and restated severance agreements with our NEOs other than Mr. Singhal include a clawback provision releasing the Company from its obligation to make additional payments and requiring the relevant executive to repay the Company for amounts paid in the event an investigation by the Company reveals the executive engaged in fraudulent, dishonest, or criminal acts. The agreements provide for notice and an opportunity to cure.
NetScout Systems, Inc. | 2026 Proxy Statement | 58
Table of Contents
Compensation and Other Information Concerning Executive Officers
CEO Pay Ratio
Under SEC rules, we are providing information regarding the relationship between the annual total compensation of Mr. Singhal, in his role as CEO, and the annual total compensation of our “median employee.” For fiscal year 2026, we identified a new median employee using the methodology described below.
For our last completed fiscal year, which ended March 31, 2026:
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.
We used the following methodology to identify our median employee.
Once we identified our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the median annual total compensation disclosed above.
NetScout Systems, Inc. | 2026 Proxy Statement | 59
Table of Contents
Compensation and Other Information Concerning Executive Officers
Policies and Practices Related to the Grant of Certain Equity Awards
We do not grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
Equity Compensation Plan Information
The following table sets forth securities authorized for issuance under our stock equity incentive plans as of fiscal year ended March 31, 2026:
Plan category |
|
Number of |
|
Weighted- |
|
Number of |
|||||||||
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
(a) |
|
(b) |
|
(c) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans approved by security holders (1) |
|
|
5,415,608 |
|
|
|
|
— |
|
|
|
|
9,791,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
5,415,608 |
|
|
|
|
— |
|
|
|
|
9,791,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
NetScout Systems, Inc. | 2026 Proxy Statement | 60
Table of Contents
Compensation and Other Information Concerning Executive Officers
Pay Versus Performance
This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the section titled “Compensation Discussion and Analysis.”
|
|
|
Average |
Average |
Value of Initial Fixed $100 |
|
|
|
Year |
Summary |
Compensation |
Compensation |
Compensation |
Total |
Peer Group |
Net |
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
$ |
$ |
$ |
$ |
$ |
$ |
$( |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
Year |
Reported |
Reported |
Equity |
Compensation Actually |
|
|
|
|
|
|
|
|
|
|
2026 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2025 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2024 |
$ |
$( |
$( |
$ |
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$( |
$ |
$ |
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 61
Table of Contents
Compensation and Other Information Concerning Executive Officers
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year |
(i) |
(ii) |
(iii) |
(iv) |
(v) |
(vi) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
$ |
$ |
$ |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
$ |
$( |
$ |
$( |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
$ |
$( |
$ |
$( |
$ |
$ |
$( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$( |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
Year |
Average |
Average |
Average |
Average |
|
|
|
|
|
|
|
|
|
|
2026 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2025 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2024 |
$ |
$( |
$( |
$ |
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$( |
$ |
$ |
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 62
Table of Contents
Compensation and Other Information Concerning Executive Officers
Year |
(i) |
(ii) |
(iii) |
(iv) |
(v) |
(vi) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
$ |
$ |
$ |
$ |
$( |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
$ |
$( |
$ |
$( |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
$ |
$( |
$ |
$( |
$ |
$ |
$( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
$ |
$( |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
|
|
|
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 63
Table of Contents
Compensation and Other Information Concerning Executive Officers
Tabular List of Financial Performance Measures
As described in greater detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The performance measures that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Analysis of the Information Presented in the Pay versus Performance Table
In accordance with Item 402(v) of Regulation S-K, the charts below illustrate how “compensation actually paid” to our NEOs aligns with our financial performance as measured by our TSR, our peer group TSR, our net income, and non-GAAP EPS.
Our stock price performance is the predominant factor that determines whether “compensation actually paid” to our NEOs is at, above, or below the amounts reported in our summary compensation table. “Compensation actually paid” directly correlates with our TSR since most of our executive compensation is delivered through long-term equity awards in the form of PSUs and RSUs, which vary in value with changes to our stock price, and in the case of PSUs, are ultimately earned based on our TSR relative to that of the Russell 2000 Index.
Net income and non-GAAP EPS are measures of our overall profitability that we believe are factors that can drive our stock price performance. However, “compensation actually paid” is less sensitive to our annual net income and non-GAAP EPS because our executive compensation program is weighted toward long-term incentives that directly link executive compensation to our stock price performance, as described above. Similarly, while non-GAAP EPS is one of the primary performance factors for determining payouts under our executive bonus plan for each of the covered fiscal years, it also does not necessarily correlate to “compensation actually paid” because the amounts paid under our executive bonus plan generally represent a much smaller percentage of the “compensation actually paid” to our CEO and the average “compensation actually paid” to our non-CEO NEOs when compared to the long-term equity awards.
Compensation Actually Paid and Cumulative TSR of the |
|
Compensation Actually Paid and Net Income |
|
|
|
|
|
|
|
|
|
Compensation Actually Paid and Non-GAAP EPS |
|
|
|
|
|
|
|
|
NetScout Systems, Inc. | 2026 Proxy Statement | 64
Table of Contents
Introduction
The Board amended the NetScout Systems, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) on July 21, 2026 to increase the number of shares that may be issued under the 2019 Plan by 3,500,000 shares, subject to approval by our stockholders. The amendment to the 2019 Plan also clarifies that any cash-settled awards (or portions thereof) do not count against or reduce the share reserve. Throughout this Proposal 3, we refer to the 2019 Plan, as most recently amended by the Board, as the “Amended 2019 Plan.”
APPROVAL OF THE NETSCOUT SYSTEMS, INC. 2019 EQUITY INCENTIVE PLAN, AS AMENDED
Why We Are Asking Our Stockholders to Approve the Amended 2019 Plan
We are market leaders in highly competitive technology markets. To continue to fortify and extend our leadership, we must continue to attract and retain talented employees at all levels of our Company. Like many other technology companies, equity awards are a critical component of our compensation philosophy and our annual compensation structure. Having the ability to grant equity awards is essential for us to be able to attract, motivate, and retain a talented workforce.
We are seeking stockholder approval of the Amended 2019 Plan to increase the number of shares available for the grant of restricted stock unit awards and other equity awards to enable us to have a competitive equity incentive program to compete for, retain, and reward key talent.
Approval of the Amended 2019 Plan by our stockholders will allow us to continue to grant PSUs, RSUs, and other equity awards at levels determined appropriate by our Board or Compensation Committee to secure and retain the services of our employees and to continue to provide long-term incentives that align the interests of our employees with the interests of our stockholders.
If the Amended 2019 Plan is not approved, the share increase will not become effective, and we would expect to exhaust the shares reserved for issuance under the 2019 Plan by the end of fiscal year 2028. As a result, we would need to replace components of compensation previously awarded in equity with cash or with other instruments that may not necessarily support our goals of strengthening longer-term retention and aligning employee interests with those of our stockholders. Additionally, replacing equity with cash would increase our cash compensation expense and significantly deplete cash that could be better utilized towards other strategic purposes or returned to stockholders.
Why You Should Vote for the Amended 2019 Plan
Our Equity Award Practice is Carefully Designed to Attract and Retain, and Align Employee Incentive with Long-Term Value Creation
In fiscal year 2023, in addition to our historical practice of granting equity awards to senior management and executives, we expanded our equity awards program to more broadly grant RSUs to eligible employees throughout the Company, subject to applicable law. While the pace at which we grant equity awards (referred to as the “burn rate”) increased as a result of this practice, we believe that broader granting equity awards throughout the Company helps to attract and retain top talent at all levels. We also believe that awarding our employees with an ownership stake in the Company will improve our ability to achieve long-term value creation for all of our stockholders.
NetScout Systems, Inc. | 2026 Proxy Statement | 65
Table of Contents
Proposal 3
While we recognize that this practice may have a dilutive impact on existing stockholders, we believe that our current level of dilution and burn rate is carefully balanced to provide the greatest overall long-term benefit to all of our stockholders.
The following tables provide certain information regarding all of our equity incentive programs (other than our 2011 Employee Stock Purchase Plan):
|
|
As of |
|
|
|
|
|
Total number of shares of common stock subject to outstanding Appreciation Awards(1) |
|
— |
|
|
|
|
|
|
|
|
|
Total number of shares of common stock subject to outstanding Full Value Awards(2) |
|
5,073,758 |
|
|
|
|
|
|
|
|
|
Total number of shares of common stock available for grant under the 2019 Plan(3) |
|
6,078,614 |
|
|
|
|
|
|
|
|
|
Total number of shares of common stock outstanding |
|
72,701,797 |
|
|
|
|
|
|
|
|
|
Per-share closing price of common stock as reported on Nasdaq Global Select Market |
|
$43.14 |
|
|
|
|
|
The following table shows our historical dilution and burn rate percentages.
|
|
Fiscal |
|
Fiscal |
|
Fiscal |
|||
|
|
|
|
|
|
|
|
|
|
Full Dilution (1) |
|
16.68% |
|
|
16.32% |
|
|
16.25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Burn Rate (as discussed in greater detail below) (2) |
|
3.42% |
|
|
3.42% |
|
|
3.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Burn Rate (3) |
|
3.13% |
|
|
2.90% |
|
|
2.52% |
|
|
|
|
|
|
|
|
|
|
|
(1) Full Dilution is calculated as (shares available for grant + shares subject to outstanding equity awards)/(weighted average common stock outstanding + shares available for grant + shares subject to outstanding equity awards).
(2) Gross Burn Rate is calculated as (shares subject to equity awards granted)/weighted average common stock outstanding.
(3) Net Burn Rate is calculated as (the number of new stock awards granted under the 2019 Plan, net of stock awards cancelled and forfeited)/weighted average common stock outstanding.
The following table provides detailed information regarding the activity of our 2019 Plan for fiscal years 2024, 2025 and 2026.
Fiscal |
|
Appreciation |
|
Total Full- |
|
Time- |
|
Performance- |
|
Performance- |
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
0 |
|
2,161,960 |
|
2,096,760 |
|
65,200 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
0 |
|
2,449,057 |
|
2,374,657 |
|
74,400 |
|
52,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
0 |
|
2,446,494 |
|
2,372,094 |
|
74,400 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
(1) We have not granted any Appreciation Awards under the 2019 Plan through fiscal year end 2026.
(2) Reflects the number of shares subject to performance-based full value awards granted during the applicable year, assuming achievement of performance goals at target levels.
(3) Reflects the number of shares subject to performance-based full value awards that were earned during the applicable year.
NetScout Systems, Inc. | 2026 Proxy Statement | 66
Table of Contents
Proposal 3
The Size of Our Share Reserve Increase Request Is Reasonable
If this Proposal 3 is approved by our stockholders, then subject to adjustment for certain changes in our capitalization, we will have 3,500,000 new shares available for grant after the Annual Meeting. Absent any unforeseen circumstances and based on our anticipated grant practices and estimates, including our practice of granting RSUs more broadly throughout the Company as discussed above, we expect these additional shares to allow us to grant equity awards through the end of fiscal year 2029 and expect to return to stockholders for additional shares in 2029.
The Amended 2019 Plan Combines Compensation and Corporate Governance Best Practices
The Amended 2019 Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices. These provisions include the following:
In addition to the foregoing provisions, we also maintain a number of equity grant governance practices as described in more detail in our “Compensation Discussion and Analysis,” including, but not limited to, our use of performance-based awards, our recoupment policy, our stock ownership guidelines, and our post-exercise holding period for any Appreciation Awards granted to our CEO.
NetScout Systems, Inc. | 2026 Proxy Statement | 67
Table of Contents
Proposal 3
Stockholder Approval
If this Proposal 3 is approved by our stockholders, the Amended 2019 Plan will become effective as of the date of the Annual Meeting. In the event that our stockholders do not approve this Proposal 3, the Amended 2019 Plan will not become effective and the 2019 Plan will continue in its current form.
Description of the Amended 2019 Plan
The material features of the Amended 2019 Plan are described below. The following description of the Amended 2019 Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended 2019 Plan. Stockholders are urged to read the actual text of the Amended 2019 Plan in its entirety, which is attached to this proxy statement as Appendix B.
Purpose
The Amended 2019 Plan is designed to secure and retain the services of our employees, Directors, and consultants, and to provide incentives for such individuals to exert maximum efforts for the success of NetScout and its affiliates while providing a means by which such individuals may be given an opportunity to benefit from increases in the value of our common stock. We also believe that such long-term equity awards align the interests of employees with the interests of our stockholders.
Types of Awards
The Amended 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards.
Shares Available for Awards
Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the Amended 2019 Plan will not exceed 34,794,651 shares (which is the sum of (i) 1,294,651 shares (the number of unallocated shares that were available for grant under the NetScout Systems, Inc. 2007 Equity Incentive Plan (the “2007 Plan”) as of the effective date of the 2019 Plan), (ii) 5,500,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 4,700,000 additional shares that were approved at the 2020 Annual Meeting of Stockholders, (iv) 7,000,000 additional shares that were approved at the 2022 Annual Meeting of Stockholders, (v) 5,900,000 additional shares that were approved at the 2023 Annual Meeting of Stockholders, (vi) 3,400,000 additional shares that were approved at the 2024 Annual Meeting of Stockholders, (vii) 3,500,000 additional shares that were approved at the 2025 Annual Meeting of Stockholders, and (viii) 3,500,000 newly requested shares), plus the 2007 Plan Returning Shares (as defined below), as such shares become available from time to time.
The term “2007 Plan Returning Shares” refers to the following shares of our common stock subject to any outstanding award granted under the 2007 Plan: (i) any shares subject to such award that are not issued because such award expires or otherwise terminates without all of the shares covered by such award having been issued; (ii) any shares subject to such award that are not issued because such award is settled in cash; (iii) any shares issued pursuant to such award that are forfeited back to or repurchased by us because of a failure to vest; and (iv) any shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with any such award that is a Full Value Award.
The following shares of our common stock (collectively, the “Amended 2019 Plan Returning Shares”) will also become available again for issuance under the Amended 2019 Plan: (i) any shares subject to an award granted under the Amended 2019 Plan that are not issued because such award expires or otherwise terminates without all of the shares covered by such award having been issued; (ii) any shares subject to an award granted under the Amended 2019 Plan that are not issued because such award is settled in cash; (iii) any shares issued pursuant to an award granted under the Amended 2019 Plan that are forfeited back to or repurchased by us because of a failure to vest; and (iv) any shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with any such award granted under the Amended 2019 Plan that is a Full Value Award.
The following shares of our common stock will not become available again for issuance under the Amended 2019 Plan: (i) any shares that are reacquired or withheld (or not issued) by us to satisfy the exercise or strike price of an Appreciation Award granted under the Amended 2019 Plan or the 2007 Plan (including any shares subject to such award that are not delivered because such award is exercised through a reduction of shares subject to such award); (ii) any shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with an Appreciation Award granted under the Amended 2019 Plan or the 2007 Plan; (iii) any shares repurchased by us on the open market with the proceeds of the exercise or strike price of an Appreciation Award granted under the Amended 2019 Plan or the 2007 Plan; and (iv) in the event that a stock appreciation right granted under the Amended 2019 Plan or the 2007 Plan is settled in shares, the gross number of shares subject to such award. The Amended 2019 Plan also clarifies that any cash-settled awards (or portions thereof) do not count against or reduce the share reserve.
The number of shares of our common stock available for issuance under the Amended 2019 Plan will be reduced by: (i) one share for each share issued pursuant to an Appreciation Award granted under the Amended 2019 Plan; (ii) 2.76 shares for each share issued pursuant to a Full Value Award granted under the Amended 2019 Plan prior to September 10, 2020; (iii) 2.32 shares for each share issued pursuant to a Full Value Award granted under the Amended 2019 Plan on or after September 10, 2020, but prior to August 24, 2022; (iv) 2.34 shares for each share issued pursuant to a Full Value Award granted under the Amended 2019 Plan on or after August 24, 2022, but prior to September 14, 2023; and (v) 2.67 shares for each share issued pursuant to a Full Value Award granted under the Amended 2019 Plan on or after September 14, 2023.
The number of shares of our common stock available for issuance under the Amended 2019 Plan will be increased by: (i) one share for each 2007 Plan Returning Share or Amended 2019 Plan Returning Share subject to an Appreciation Award; (ii) 2.76 shares for each 2007 Plan Returning Share or Amended 2019 Plan Returning Share subject to a Full Value Award that returned to the Amended 2019 Plan prior to September 10, 2020; (iii) 2.32 shares for each 2007 Plan Returning Share or Amended 2019 Plan Returning Share subject to a Full Value Award that returns to the Amended 2019 Plan on or after September 10, 2020, but prior to August 24, 2022; (iv) 2.34 shares for each 2007 Plan Returning Share or Amended 2019 Plan Returning Share subject to a Full Value Award that returns to the Amended 2019 Plan on or after August 24, 2022, but prior to September 14, 2023; and (v) 2.67 shares for each 2007 Plan Returning Share or Amended
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2019 Plan Returning Share subject to a Full Value Award that returns to the Amended 2019 Plan on or after September 14, 2023.
Eligibility
All of our (including our affiliates’) employees, non-employee Directors, and consultants are eligible to participate in the Amended 2019 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the Amended 2019 Plan only to our employees and the employees of our affiliates.
As of the Record Date, we (including our affiliates) had approximately 2,112 employees, eight non-employee Directors and approximately 148 consultants.
Non-Employee Director Compensation Limit
The aggregate value of all cash and equity-based compensation paid or granted by us to any individual for service as a non-employee Director of our Board with respect to any fiscal year of NetScout will not exceed $750,000, calculating the value of any equity awards based on the grant date fair value of such awards for financial reporting purposes.
Administration
The Amended 2019 Plan will be administered by our Board, which may, in turn, delegate authority to administer the Amended 2019 Plan to a committee. Our Board has delegated concurrent authority to administer the Amended 2019 Plan to our Compensation Committee but may, at any time, revest in itself some or all of the power delegated to our Compensation Committee. Our Board and Compensation Committee are each considered to be a Plan Administrator for purposes of this Proposal 3.
Subject to the terms of the Amended 2019 Plan, the Plan Administrator may determine the recipients, the types of awards to be granted, the number of shares of our common stock subject to awards or the cash value of awards, and the terms and conditions of awards granted under the Amended 2019 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to awards and the exercise or strike price of stock options and stock appreciation rights granted under the Amended 2019 Plan.
The Plan Administrator may also delegate to one or more officers the authority to designate employees who are not officers (within the meaning of Section 16 of the Exchange Act) to be recipients of certain awards and the number of shares of our common stock subject to such awards. Under any such delegation, the Plan Administrator will specify the total number of shares of our common stock that may be subject to the awards granted by such officer. The officer may not grant an award to himself or herself.
Repricing; Cancellation and Regrant of Awards
Under the Amended 2019 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other awards without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event.
Acceleration Upon Death or Disability
Under the Amended 2019 Plan, unless specifically provided otherwise in the applicable award agreement, if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal 3 as “continuous service”) terminates as a result of the participant’s death or disability, each of the participant’s awards will become fully vested (and exercisable, if applicable) as of the date of such termination, to the extent that such awards are outstanding and unvested as of such date.
Dividends and Dividend Equivalents
The Amended 2019 Plan provides that dividends or dividend equivalents may be paid or credited with respect to any shares of our common stock subject to an award, as determined by the Plan Administrator and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.
Minimum Vesting Requirements
The Amended 2019 Plan provides that no award granted on or after September 10, 2020, may vest until at least 12 months following the date of grant of such award, except that shares up to 5% of the share reserve of the Amended 2019 Plan may be issued pursuant to awards granted on or after September 10, 2020, that do not meet such vesting requirements.
Stock Options
Stock options may be granted under the Amended 2019 Plan pursuant to stock option agreements. The Amended 2019 Plan permits the grant of stock options that are intended to qualify as incentive stock options (“ISOs”) and nonstatutory stock options (“NSOs”).
The exercise price of a stock option granted under the Amended 2019 Plan may not be less than 100% of the fair market value of our common stock on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.
The term of stock options granted under the Amended 2019 Plan may not exceed seven years from the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years from the date of grant. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service terminates (other than for cause and other than upon the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant,
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or his or her beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability or for up to 18 months following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service is terminated for cause (as defined in the Amended 2019 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause and other than upon the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any common stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date.
Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the Amended 2019 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft, or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our common stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator.
Stock options granted under the Amended 2019 Plan may vest and become exercisable in cumulative increments, as determined by the Plan Administrator at the rate specified in the stock option agreement (subject to the vesting acceleration provision described in “Acceleration Upon Death or Disability” above and the limitations described in “Minimum Vesting Requirements” above). Shares covered by different stock options granted under the Amended 2019 Plan may be subject to different vesting schedules as the Plan Administrator may determine.
The Plan Administrator may impose limitations on the transferability of stock options granted under the Amended 2019 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Amended 2019 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death. Notwithstanding the foregoing, no stock option may be transferred to any financial institution without prior stockholder approval.
Limitations on Incentive Stock Options
The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:
Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs under the Amended 2019 Plan is 11,000,000 shares.
Stock Appreciation Rights
Stock appreciation rights may be granted under the Amended 2019 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator but will in no event be less than 100% of the fair market value of our common stock on the date of grant. The term of stock appreciation rights granted under the Amended 2019 Plan may not exceed seven years from the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate (subject to the vesting acceleration provision described in “Acceleration Upon Death or Disability” above and the limitations described in “Minimum Vesting Requirements” above). The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation rights agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Amended 2019 Plan.
Restricted Stock Awards
Restricted stock awards may be granted under the Amended 2019 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft, or money order payable to us, the participant’s services performed for us or any of our affiliates, or any other form of legal consideration acceptable to the Plan Administrator. Shares of our common stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator (subject to the vesting acceleration provision described in “Acceleration Upon Death or Disability” above and the limitations described in “Minimum Vesting Requirements” above). Rights to acquire shares of our common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement; provided, however, that no restricted stock award may be transferred to any financial institution without prior stockholder approval. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.
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Restricted Stock Unit Awards
Restricted stock unit awards may be granted under the Amended 2019 Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator (subject to the vesting acceleration provision described in “Acceleration Upon Death or Disability” above and the limitations described in “Minimum Vesting Requirements” above). Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with us or one of our affiliates, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.
Other Stock Awards
Other forms of stock awards valued in whole or in part by reference to, or otherwise based on, our common stock may be granted either alone or in addition to other stock awards under the Amended 2019 Plan. Subject to the terms of the Amended 2019 Plan (including the vesting acceleration provision described in “Acceleration Upon Death or Disability” above and the limitations described in “Minimum Vesting Requirements” above), the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of our common stock to be granted, and all other terms and conditions of such other stock awards.
Clawback/Recoupment
Awards granted under the Amended 2019 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other clawback policy that we adopt. In addition, the Plan Administrator may impose other clawback, recovery, or recoupment provisions in a participant’s award agreement or other written agreement with us or one of our affiliates, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.
Changes to Capital Structure
In the event of certain capitalization adjustments, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the Amended 2019 Plan; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities and price per share of stock subject to outstanding stock awards.
Change in Control
The following provisions will apply to outstanding awards under the Amended 2019 Plan in the event of a change in control (as defined in the Amended 2019 Plan and described below) unless otherwise provided in the instrument evidencing the award, in any other written agreement between us or one of our affiliates and the participant, or in our Director compensation policy.
In the event of a change in control, any surviving or acquiring corporation (or its parent company) may assume or continue any or all outstanding awards under the Amended 2019 Plan or may substitute similar stock awards for such outstanding awards (including, but not limited to, awards to acquire the same consideration paid to the stockholders of NetScout pursuant to the change in control), and any reacquisition or repurchase rights held by NetScout in respect of shares issued pursuant to any outstanding awards under the Amended 2019 Plan may be assigned by NetScout to the surviving or acquiring corporation (or its parent company). The terms of any such assumption, continuation, or substitution will be set by the Plan Administrator.
In the event of a change in control in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the Amended 2019 Plan or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued, or substituted and that are held by participants whose continuous service has not terminated prior to the effective time of the change in control (the “Current Participants”), the vesting (and exercisability, if applicable) of such awards will be accelerated in full (and with respect to any such awards that are subject to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the greater of (i) the target level of performance or (ii) the actual level of performance measured in accordance with the applicable performance goals as of the date of the change in control) to a date prior to the effective time of the change in control (contingent upon the closing or completion of the change in control) as the Plan Administrator will determine (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective time of the change in control), and such awards will terminate if not exercised (if applicable) prior to the effective time of the change in control in accordance with the exercise procedures determined by the Plan Administrator, and any reacquisition or repurchase rights held by NetScout with respect to such awards will lapse (contingent upon the closing or completion of the change in control).
In the event of a change in control in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards under the Amended 2019 Plan or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued, or substituted and that are held by participants other than the Current Participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the change in control in accordance with the exercise procedures determined by the Plan Administrator; provided, however, that any reacquisition or repurchase rights held by NetScout with respect to such awards will not terminate and may continue to be exercised notwithstanding the change in control.
Notwithstanding the foregoing, in the event any outstanding award under the Amended 2019 Plan held by a participant will terminate if not exercised prior to the effective time of a change in control, the Plan Administrator may provide that the participant may not exercise such award but instead will receive a payment, in such form as may be determined by the Plan Administrator, equal in value to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of such award immediately prior to the effective time of the change in control, over (ii) any exercise price payable by the participant in connection with such exercise.
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Unless provided otherwise in the participant’s award agreement, in any other written agreement or plan with us or one of our affiliates, or in our Director compensation policy, outstanding awards under the Amended 2019 Plan will not be subject to additional acceleration of vesting and exercisability upon or after a change in control.
For purposes of the Amended 2019 Plan, a “change in control” generally means the consummation of any of the following events: (i) any merger or consolidation after which the voting securities of NetScout outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of NetScout or such surviving or acquiring entity outstanding immediately after such event; (ii) any sale of all or substantially all of the assets or capital stock of NetScout (other than in a spin-off or similar transaction); or (iii) any other acquisition of the business of NetScout, as determined by the Plan Administrator; provided, however, that no change in control (or any analogous term) will be deemed to occur upon an announcement or commencement of a tender offer or upon a “potential” takeover or upon stockholder approval of a merger or other transaction, in each case without a requirement that the change in control actually occur.
Plan Amendments and Termination
The Plan Administrator has the authority to amend or terminate the Amended 2019 Plan at any time. However, except as otherwise provided in the Amended 2019 Plan or an award agreement, no amendment or termination of the Amended 2019 Plan may materially impair a participant’s rights under his or her outstanding awards without the participant’s consent.
We will obtain stockholder approval of any amendment to the Amended 2019 Plan as required by applicable law and listing requirements. No incentive stock options may be granted under the Amended 2019 Plan after July 9, 2029, which is the tenth anniversary of the date the 2019 Plan was originally adopted by our Board.
U.S. Federal Income Tax Consequences
The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the Amended 2019 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state, or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax advisor regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under the Amended 2019 Plan. The Amended 2019 Plan is not qualified under the provisions of Section 401(a) of the Code, and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of our tax reporting obligations.
Nonstatutory Stock Options
Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date. We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.
Incentive Stock Options
The Amended 2019 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.
If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.
For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.
We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.
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Stock Appreciation Rights
Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise.
We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.
Restricted Stock Awards
Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.
The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.
We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.
Restricted Stock Unit Awards
Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exemption to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability, or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exemption to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.
The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.
We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.
Section 162(m) Limitations
Section 162(m) of the Code places a limit of $1 million (per individual) on the amount of compensation that we may deduct as a business expense in any year with respect to our “covered employees” (as defined under Section 162(m) of the Code), which includes certain of our most highly paid executive officers. For further information regarding the deduction limit under Section 162(m) of the Code, please see the section titled “Regulatory Requirements and Risk Management – Tax Deductibility of Executive Compensation” in the Compensation Discussion and Analysis.
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New Plan Benefits Under Amended 2019 Plan
The following table is provided in accordance with SEC rules regarding compensation plans subject to stockholder approval and sets forth certain information regarding benefits or amounts that will be received by or allocated to certain individuals under the Amended 2019 Plan.
Amended 2019 Plan
Name and Position |
|
Number of Shares |
|
|
|
Anil K. Singhal Co-Founder, President, Chief Executive Officer and Chairman of the Board |
|
(1) |
|
|
|
Anthony Piazza Executive Vice President, Chief Financial Officer and Treasurer |
|
(1) |
|
|
|
Sanjay Munshi Chief Operating Officer |
|
(1) |
|
|
|
John W. Downing Executive Vice President, Worldwide Sales Operations |
|
(1) |
Michael Szabados Vice Chairman of the Board, Former Senior Advisor, and Chief Operating Officer |
|
(1)
|
Jean Bua Former Senior Advisor and Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer |
|
(1)
|
|
|
|
All current executive officers as a group (2) |
|
(1) |
|
|
|
All current Directors who are not executive officers as a group |
|
56,000 per fiscal year (3) |
|
|
|
All employees, including all current officers who are not executive officers, as a group |
|
(1) |
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Plan Benefits Under 2019 Plan
The following table is provided in accordance with SEC rules regarding compensation plans subject to stockholder approval and sets forth, for each of the individuals and various groups indicated, the total number of shares of our common stock subject to awards that have been granted (even if not currently outstanding) under the 2019 Plan since its approval by our stockholders in 2019 through the Record Date.
2019 Plan
Name and Position |
|
Number of Shares |
|||
|
|
|
|
|
|
Anil K. Singhal |
|
|
528,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
|
107,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
|
105,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
|
264,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Szabados |
|
|
221,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Bua |
|
|
192,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current executive officers as a group |
|
|
1,004,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current Directors who are not executive officers as a group |
|
|
565,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each nominee for election as a Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph G. Hadzima, Jr. |
|
|
49,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Perretta |
|
|
49,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marlene Pelage |
|
|
25,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each associate of any executive officers, current Directors, or Director nominees |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each other person who received or is to receive 5% of awards |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All employees, including all current officers who are not executive officers, as a group |
|
|
14,595,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please see the section titled “Compensation and Other Information Concerning Executive Officers – Equity Compensation Plan Information” above for further information about shares that may be issued under all of our equity compensation plans as of March 31, 2026, including the 2019 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED 2019 PLAN. |
NetScout Systems, Inc. | 2026 Proxy Statement | 75
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Overview
The Board amended the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan (the “ESPP”) on May 28, 2026, subject to approval by our stockholders. The only material change made by such amendment is to increase the maximum number of shares of our common stock that may be issued under the ESPP from 7,500,000 shares to 11,500,000 shares, subject to adjustment for certain changes in our capitalization. Throughout this proxy statement, we refer to the ESPP, as most recently amended by the Board, as the “Amended ESPP”.
Why We Are Asking Our Stockholders to Approve the Amended ESPP
Approval of the Amended ESPP will allow us to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through their participation in the Amended ESPP, thereby encouraging them to remain in our service and more closely aligning their interests with those of our stockholders.
If this Proposal 4 is approved by our stockholders, an additional 4,000,000 shares of our common stock will be available for issuance under the Amended ESPP. As of the Record Date, a total of 1,242,467 shares of our common stock remained available for issuance under the ESPP. We do not maintain any other employee stock purchase plans. As of the Record Date, a total of 72,701,797 shares of our common stock were outstanding.
The Amended ESPP includes the following key features:
Stockholder Approval
If this Proposal 4 is approved by our stockholders, the Amended ESPP will become effective as of the date of the Annual Meeting. In the event that our stockholders do not approve this Proposal 4, the Amended ESPP will not become effective and the ESPP will continue in its current form.
Description of the Amended ESPP
The material features of the Amended ESPP are outlined below.
APPROVAL OF THE NETSCOUT SYSTEMS, INC. AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
The following description of the Amended ESPP is a summary
only and is qualified in its entirety by reference to the Amended ESPP attached hereto as Appendix C.
Purpose
The purpose of the Amended ESPP is to provide a means by which certain employees may be given an opportunity to purchase shares of our common stock through payroll deductions, to attract, motivate, and retain the services of those individuals, and to provide incentives for those individuals to exert maximum efforts toward our success.
Administration
Our Board has the power to administer the Amended ESPP and has the final power to construe and interpret both the Amended ESPP and the purchase rights granted thereunder. Our Board has the power, subject to the provisions of the Amended ESPP, to determine the provisions of each offering of rights to purchase our common stock and whether employees of any of our parent or subsidiary companies will be eligible to participate in the Amended ESPP. Our Board has the power to delegate administration of the Amended ESPP to a committee composed of one or more members of our Board. As used herein with respect to the Amended ESPP, the term “Board” refers to any committee our Board appoints as well as to the Board itself.
Stock Subject to the Amended ESPP
The number of shares of our common stock reserved for issuance under the Amended ESPP will be limited to 11,500,000 shares, subject to adjustment for certain changes in our capitalization. No shares have yet been issued under the Amended ESPP. If any purchase right granted under the Amended ESPP terminates without having been exercised, the shares of common stock not purchased under such purchase right will become available for issuance under the Amended ESPP.
Offering Periods
Shares of our common stock are offered under the Amended ESPP through a series of offering periods of such duration as determined by our Board, provided that in no event may an offering period exceed 27 months. Each offering period consists of one or more purchase dates, as determined by our Board prior to the commencement of that offering period. Our Board has the authority to alter the duration of subsequent offering periods or change the number of purchase dates within each such offering period. When an eligible employee elects to join an offering period, he or she is granted a purchase right to acquire shares of our common stock on each purchase date within the offering period. On the purchase date, all payroll deductions collected from the participant are automatically applied to the purchase of our common stock, subject to certain limitations. Our Board has
NetScout Systems, Inc. | 2026 Proxy Statement | 76
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established a series of offerings under the Amended ESPP, each with a duration of six months and commencing on March 1 and September 1 each year, with a single purchase date on the last business day of the offering period.
Eligibility
Any person (excluding consultants and contractors) who is customarily employed more than 20 hours per week and five months per calendar year by us, or by any of our parent, subsidiary companies or affiliates designated by our Board, is eligible on the first day of an offering period to participate in that offering under the Amended ESPP, provided such employee has been in our continuous employment for such period preceding the first day of the offering period as our Board may require, but in no event may the required period of continuous employment be greater than two years. Our Board may provide in any offering that certain of our employees who are “highly compensated” as defined in the Code are not eligible to participate in the ESPP.
However, no employee is eligible to participate in the Amended ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of our stock or of any of our parent or subsidiary companies, including any stock which such employee may purchase under all outstanding purchase rights and options. In addition, no employee may purchase more than $25,000 worth of our common stock, valued at the time each purchase right is granted, for each calendar year during which those purchase rights are outstanding.
As of the Record Date, approximately 1,900 employees were eligible to participate in the Amended ESPP.
Participation in the Amended ESPP
Eligible employees may enroll in the Amended ESPP by delivering to us, prior to the date selected by our Board as the beginning of the offering period, an agreement authorizing payroll deductions as specified by the Board, which may be up to 20% of such employees’ compensation during the offering period.
Purchase Price
The purchase price per share at which shares of our common stock are sold on each purchase date during an offering period is determined by our Board as of the beginning of the offering period but may not be less than 85% of the lesser of the fair market value per share of our common stock on that purchase date or the fair market value per share of our common stock on the first day of the offering period. As of the Record Date, the closing price of our common stock as reported on the Nasdaq Global Select Market was $43.14 per share.
Payment of Purchase Price; Payroll Deductions
The purchase price of the shares is funded by payroll deductions accumulated over the offering period. During an offering, a participant may change his or her rate of payroll deductions, as determined by our Board in the offering. All payroll deductions made for a participant are credited to his or her account under the Amended ESPP and deposited with our general funds (except where applicable law requires that contributions be deposited with a third party).
Purchase of Stock
By executing an agreement to participate in the Amended ESPP, an employee is entitled to purchase shares under the Amended ESPP. In connection with offerings made under the Amended ESPP, our Board may specify a maximum number of shares of common stock each employee may purchase and the maximum aggregate number of shares of common stock that may be purchased by all participants in such offering. If the aggregate number of shares to be purchased upon exercise of outstanding purchase rights in the offering would exceed the maximum aggregate number of shares of common stock available, then, in the absence of any Board action otherwise, our Board will make a pro rata allocation of available shares in a uniform and equitable manner. Unless an employee’s participation is discontinued, his or her right to purchase shares is exercised automatically on the next purchase date at the applicable price. See “Withdrawal” below.
Withdrawal
Participants may withdraw from a given offering period by delivering a notice of withdrawal and terminating their payroll deductions. Such withdrawal may occur at any time prior to the end of an offering, except as otherwise provided by our Board. Upon such withdrawal, we will refund accumulated payroll deductions without interest to the employee (unless otherwise required by applicable law), and such employee’s right to participate in that offering will terminate. An employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in subsequent offerings under the Amended ESPP.
Termination of Employment
Unless otherwise required by applicable law, purchase rights granted pursuant to any offering under the Amended ESPP terminate immediately upon cessation of employment for any reason, and we will refund all accumulated payroll deductions to the terminated employee without interest.
Restrictions on Transfer and Sales
Purchase rights granted under the Amended ESPP are not transferable except by will, the laws of descent and distribution, or by a beneficiary designation and may be exercised only by the person to whom such rights are granted.
Change in Capitalization
In the event that there is any change to our outstanding common stock, whether by reason of merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or other transaction not involving the receipt of consideration by the Company, appropriate adjustments will be made to (a) the class(es) and maximum number of shares of common stock subject to the Amended ESPP, (b) the class(es) and number of shares and price per share in effect under each outstanding purchase right, and (c) the number of shares and purchase limits of all outstanding purchase rights.
NetScout Systems, Inc. | 2026 Proxy Statement | 77
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Effect of Certain Corporate Transactions
In the event of a Corporate Transaction (as defined in the Amended ESPP and described below), any surviving or acquiring corporation, or its parent company, may assume, continue, or substitute similar purchase rights for those outstanding under the Amended ESPP. If the surviving or acquiring corporation, or its parent company, does not assume or continue such rights or substitute similar rights, then the participants’ accumulated payroll deductions will be applied to the purchase of shares of our common stock within 10 business days prior to the Corporate Transaction, and such purchase rights will terminate immediately thereafter.
A Corporate Transaction will be deemed to occur in the event of the consummation, in a single transaction or in a series of related transactions of any one or more of the following: (a) a sale or other disposition of all or substantially, as determined by the Board in its sole discretion, all of the consolidated assets of us and our subsidiaries; (b) a sale or other disposition of at least 90% of our outstanding securities; (c) a merger, consolidation, or similar transaction in which we are not the surviving corporation; or (d) a merger, consolidation, or similar transaction in which we are the surviving corporation, but shares of our outstanding common stock are converted into other property by virtue of the transaction.
Termination and Amendment
Our Board may suspend, terminate or amend the Amended ESPP at any time. However, except in regard to certain capitalization adjustments, any such amendment must be approved by our stockholders if such approval is required by applicable law or listing requirements.
Except as provided in the Amended ESPP, purchase rights granted before amendment, suspension or termination of the Amended ESPP will not be altered or impaired by any amendment or termination of the Amended ESPP without the consent of the employee to whom such purchase rights were granted.
U.S. Federal Income Tax Consequences
The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the Amended ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state, or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of stock acquired under the Amended ESPP. The Amended ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of ERISA.
The Section 423 component of the Amended ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Under such an arrangement, a participant will be taxed on amounts withheld for the purchase of shares of our common stock as if such amounts were paid directly to the participant. However, no taxable income will be recognized by a participant, and no deductions will be allowable to the Company, upon either the grant or exercise of purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the Amended ESPP, or in the event the participant should die while still owning the purchased shares.
If a participant sells or otherwise disposes of the purchased shares within two years after the beginning of the offering period in which such shares were acquired or within one year after the actual purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and the Company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. The participant will also recognize a capital gain to the extent the amount realized upon the sale of the shares exceeds the sum of the aggregate purchase price for those shares and the ordinary income recognized in connection with their acquisition.
If the participant sells or disposes of the purchased shares more than two years after the beginning of the offering period in which such shares were acquired and more than one year after the actual purchase date of those shares, the participant will generally recognize ordinary income in the year of sale or disposition equal to the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (b) the excess of the fair market value of the shares as of the beginning of the offering period over the purchase price. Any further gain or any loss will be taxed as a long-term capital gain or loss. At present, such capital gains generally are subject to lower tax rates than ordinary income.
If the participant still owns the purchased shares at the time of death, then a transfer by the estate will be considered a distribution and the lesser of the following amounts will be treated as ordinary income: (a) the excess of the fair market value of the shares at the time of death over the purchase price or (b) the excess of the fair market value of the shares as of the beginning of the offering period over the purchase price. Any further gain or any loss will be taxed as a long-term capital gain or loss. At present, such capital gains generally are subject to lower tax rates than ordinary income.
There are no federal income tax consequences to us by reason of the grant or exercise of rights under the Amended ESPP. We are entitled to a deduction to the extent amounts are taxed as ordinary income to a participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).
New Plan Benefits Under Amended ESPP
Participation in the Amended ESPP is voluntary, and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the Amended ESPP. In addition, we have not approved any grants of purchase rights that are conditioned on stockholder approval of this Proposal 3. Accordingly, we cannot determine the benefits or amounts that will be received in the future by individual employees or groups of employees under the Amended ESPP.
Our non-employee Directors will not be eligible to participate in the Amended ESPP.
NetScout Systems, Inc. | 2026 Proxy Statement | 78
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Plan Benefits Under ESPP
The following table is provided in accordance with SEC rules regarding compensation plans subject to stockholder approval and sets forth, for each of the individuals and various groups indicated, the total number of shares of our common stock that each has purchased under the ESPP since its approval by our stockholders in 2011 through the Record Date.
Name and Position |
|
Number of Shares |
|||
|
|
|
|
|
|
Anil K. Singhal |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Piazza |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sanjay Munshi |
|
|
1,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Downing |
|
|
2,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Szabados |
|
|
983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Bua |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current executive officers as a group |
|
|
3,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current Directors who are not executive officers as a group |
|
|
983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each nominee for election as a Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph G. Hadzima, Jr. |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Perretta |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marlene Pelage |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each associate of any executive officers, current Directors, or Director nominees |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each other person who received or is to receive 5% of awards |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All employees, including all current officers who are not executive officers, as a group |
|
|
6,253,389 |
|
|
|
|
|
|
|
|
Please also refer to “Compensation Discussion and Analysis – Compensation and Other Information Concerning Executive Officers – Equity Compensation Plan Information” above for further information about shares that may be issued under all of our equity compensation plans as of March 31, 2026, including the ESPP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED ESPP. |
NetScout Systems, Inc. | 2026 Proxy Statement | 79
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As disclosed in our Current Report on Form 8-K filed with the SEC on June 3, 2026, following the completion of a process to review our independent registered public accounting firm for the fiscal year ended March 31, 2026, the Audit Committee of our Board of Directors dismissed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm and selected KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. The Audit Committee of our Board of Directors has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Representatives of PwC, our former independent registered public accounting firm, will not be present at the Annual Meeting and will not be available to respond to questions or make a statement.
PwC’s reports on our consolidated financial statements for the fiscal years ended March 31, 2026 and 2025, respectively, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During our fiscal years ended March 31, 2026 and 2025, there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in its reports covering our consolidated financial statements for such periods and (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
We provided PwC with a copy of the disclosures made in the Form 8-K and requested PwC furnish us with a letter addressed to the SEC stating whether it agrees with the statements made by us in Item 4.01 of the Form 8-K and, if not, stating the respects in which it does not agree. A copy of PwC’s letter to the SEC dated June 3, 2026, which confirmed agreement with the disclosures in the Form 8-K is filed as Exhibit 16.1 of the Form 8-K.
During our fiscal years ended March 31, 2026 and 2025, and the subsequent interim period in fiscal year 2027 prior to KPMG’s appointment, neither we nor anyone on our behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that KPMG concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto); or (iii) any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Audit Committee of the Board has approved the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. KPMG LLP has unrestricted access to the Audit Committee to discuss audit findings and other financial matters. NetScout is not required to have its stockholders ratify the appointment of KPMG LLP as NetScout’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice.
If NetScout’s stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider whether or not to retain KPMG LLP but may nonetheless retain KPMG LLP as NetScout’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that such change would be in the best interests of NetScout and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE “FOR” THE RATIFICATION
OF THE APPOINTMENT OF
KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
NetScout Systems, Inc. | 2026 Proxy Statement | 80
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The following sets forth the aggregate fees billed to us by PwC during the fiscal years ended March 31, 2026 and March 31, 2025:
|
|
Fiscal |
|
Fiscal |
|
|
|
|
|
Audit Fees (1) |
|
$3,504,031 |
|
$3,461,337 |
Audit-Related Fees (2) |
|
$250,000 |
|
$0 |
Tax Fees (3) |
|
$46,099 |
|
$27,000 |
All other Fees (4) |
|
$2,125 |
|
$2,125 |
(1) Represents fees for audit services, including fees associated with the integrated audit of the consolidated financial statements included in our Annual Report on Form 10-K, the reviews of our Quarterly Reports on Form 10-Q, and statutory audits required of our foreign subsidiaries.
(2) Represents fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported under the caption “Audit Fees.”
(3) Represents fees for tax compliance, planning, advice, and other domestic and international tax advisory services.
(4) Represents fees associated with research and compliance tools.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
Our Audit Committee has implemented procedures under our Audit Committee Pre-Approval Policy for Audit and Non-Audit Services (the “Pre-Approval Policy”), to ensure that all audit and permitted non-audit services provided to us are preapproved by the Audit Committee. Specifically, the Audit Committee preapproves the use of our independent registered public accounting firm for specific audit and non-audit services within approved monetary limits. If a proposed service has not been preapproved pursuant to the Pre-Approval Policy, then it must be specifically preapproved by our Audit Committee before it may be provided by our independent registered public accounting firm. Any preapproved services exceeding the preapproved monetary limits require specific approval by our Audit Committee. All of the audit-related, tax, and all other services provided by our independent registered public accounting firm in fiscal years 2026 and 2025 were approved by the Audit Committee by means of specific preapprovals or pursuant to the procedures contained in the Pre-Approval Policy. All non-audit services provided in fiscal years 2026 and 2025 were reviewed with our Audit Committee, which concluded that the provision of such services by our independent registered public accounting firm was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
Report of Audit Committee of the Board of Directors
The material in this Report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than our Annual Report on Form 10-K, where it shall be deemed “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended March 31, 2026, with our management and PricewaterhouseCoopers LLP (“PwC”), our independent registered public accounting firm for the covered fiscal year. Management is responsible for the preparation, presentation, and integrity of the financial statements, accounting, and financial reporting principles and internal control over financial reporting. PwC is responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing opinions on the conformity of the financial statements with accounting principles generally accepted in the United States.
The Audit Committee has discussed with PwC the matters required to be discussed pursuant to relevant PCAOB and SEC requirements and has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed their independence with PwC.
Based on its reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, for filing with the SEC.
Respectfully submitted by the Audit Committee
Marlene Pelage, Chair
Robert E. Donahue
John R. Egan
Joseph G. Hadzima, Jr.
Shannon Nash
Christopher Perretta
NetScout Systems, Inc. | 2026 Proxy Statement | 81
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We have a written policy with respect to “Related Persons Transactions.” Except as specifically provided below, all “Related Person Transactions” require approval or ratification by either our Audit Committee, the majority of disinterested members of our Board, or, in the case of transactions that involve compensation, our Compensation Committee or our Board. Like other Company policies, our policy with respect to Related Person Transactions is managed on a day-to-day basis by our management team, including our CFO and our General Counsel, and to the extent necessary, related matters are discussed with our Board (or a committee thereof) or our outside counsel.
For NetScout, a “Related Person Transaction” is broadly defined as any transaction between NetScout and any Related Person (as defined under Item 404 of Regulation S-K under the Exchange Act (“Item 404”)), including any transactions requiring disclosure under Item 404. A Related Party Transaction will require disclosure to our Audit Committee but will not require Audit Committee approval if:
Our Board has determined that our Audit Committee is best suited to review and approve Related Person Transactions. If Audit Committee approval is not practicable (because, for example, it involves terms that are not comparable to terms that could be obtained from an arm’s-length dealing with unrelated third parties or because of logistical difficulties), or if a transaction involves compensation, such approval may be obtained as provided in the first paragraph of this section. Such Related Person Transactions may be presented for approval or preliminarily entered into by our management, subject to ratification by the applicable committee or our Board, provided that if ratification does not occur, our management is obliged to take all reasonable efforts to cancel or annul such transaction.
In determining whether or not to approve a Related Person Transaction, the applicable committee or our Board will also consider whether such transaction would affect the status of a member of our Board as an “independent director” as promulgated by the SEC, the Financial Industry Regulatory Authority, any exchange upon which our securities are traded, or any governmental or regulatory body exercising authority over us. If the result of any such Related Person Transaction is that a majority of our Board would no longer be deemed to be “independent directors,” then such transaction will not be approved.
NetScout is not a party to any Related Person Transactions with respect to the fiscal year ended March 31, 2026, and no such transactions currently exist or are contemplated, except as described below.
NetScout employs the brother of our Chief Executive Officer as our Senior Vice President, Research & Development. His compensation for the fiscal year 2026 totaled $1,243,893, which included his earned base salary, earned bonus, equity awards (calculated at grant date fair value but vesting over four years), tax planning services, and 401(k) plan matching contributions. He also received our standard U.S. benefits package. Overall, his total target direct compensation positions him near the bottom quartile of our compensation peers for similar roles. The mix of fixed and variable compensation underscores a significant variable component linked to performance results. The Compensation Committee has reviewed and ratified his compensation.
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock, or collectively, Reporting Persons, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all such filings. Based on our review of the copies of such filings received by us with respect to the fiscal year ended March 31, 2026 and written representations from certain Reporting Persons, we believe that all Section 16(a) filing requirements were complied with on a timely basis during the fiscal year ended March 31, 2026, except that one report with respect to the withholding of shares to satisfy the tax withholding obligation upon vesting of RSUs on June 2, 2026 for each of Messrs. Piazza and Munshi (which were reported timely after the vesting), was filed in a Form 4/A after the applicable due date due to an administrative error.
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The following table sets forth information regarding beneficial ownership of our common stock as of the Record Date by each NEO, each Director and nominee for Director, all executive officers and Directors as a group, and all those known by us to be beneficial owners of more than 5% of our common stock.
Name and Address of Beneficial Owner |
|
Number of Shares |
|
|
Percentage |
|
||
Anil K. Singhal (2) |
|
|
2,718,211 |
|
|
|
3.74 |
% |
Anthony Piazza |
|
|
30,254 |
|
|
* |
|
|
Sanjay Munshi |
|
|
11,998 |
|
|
* |
|
|
John W. Downing |
|
|
135,809 |
|
|
* |
|
|
Michael Szabados |
|
|
45,654 |
|
|
* |
|
|
Jean Bua (3) |
|
|
71,361 |
|
|
* |
|
|
Robert E. Donahue (4) |
|
|
73,977 |
|
|
* |
|
|
John R. Egan (4) |
|
|
112,740 |
|
|
* |
|
|
Alfred Grasso (4) |
|
|
42,000 |
|
|
* |
|
|
Joseph G. Hadzima, Jr. (4) |
|
|
125,185 |
|
|
* |
|
|
Marlene Pelage (4) |
|
|
25,085 |
|
|
* |
|
|
Christopher Perretta (4) |
|
|
47,866 |
|
|
* |
|
|
Shannon Nash (4)(5) |
|
|
25,085 |
|
|
* |
|
|
Vivian Vitale (4) |
|
|
52,970 |
|
|
* |
|
|
BlackRock, Inc. (6) |
|
|
10,603,782 |
|
|
|
14.59 |
% |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Vanguard Portfolio Management LLC (7) |
|
|
5,612,461 |
|
|
|
7.72 |
% |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Dimensional Fund Advisors LP (8) |
|
|
4,431,789 |
|
|
|
6.10 |
% |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Legal & General Group Plc (9) |
|
|
3,635,111 |
|
|
|
5.00 |
% |
|
|
|
|
|
|
|
||
All executive officers and Directors as a group (13 persons) (10) |
|
|
3,446,834 |
|
|
|
4.74 |
% |
* Represents less than one percent of class.
NetScout Systems, Inc. | 2026 Proxy Statement | 83
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Security Ownership of Certain Beneficial Owners and Management
NetScout Systems, Inc. | 2026 Proxy Statement | 84
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NetScout Systems, Inc.
Annual Meeting of Stockholders
To Be Held on September 9, 2026
Our proxy statement, the proxy card, and our Annual Report to Stockholders for the fiscal year ended March 31, 2026, are all available free of charge upon written request to: Investor Relations, 310 Littleton Road, Westford, Massachusetts 01886.
Questions and Answers About These Proxy Materials and Voting
What is the purpose of the Annual Meeting?
The purpose of the 2026 Annual Meeting of Stockholders of NetScout Systems, Inc., a Delaware corporation, or the Annual Meeting, is to:
§ Elect three Class III Directors nominated by our Board and named in this Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified;
§ Approve, on an advisory basis, the compensation of our NEOs;
§ Approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended (the "Amended 2019 Plan");
§ Approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended (the "Amended ESPP");
§ Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027; and
§ Consider any other business properly brought before the Annual Meeting or any adjournment.
Why did I receive a notice regarding the availability of proxy materials on the internet?
We are providing access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. The proxy materials include the proxy statement, form of proxy, and our Annual Report to Stockholders for the fiscal year ending March 31, 2026, which contains financial statements for the fiscal year ending March 31, 2026.
We intend to mail the Notice of Internet Availability of Proxy Materials, or the Notice, on or about July 24, 2026, to all stockholders of record as of the close of business on July 13, 2026 (the “Record Date”), who are entitled to vote at the Annual Meeting, and we will make available the proxy statement and form of proxy to such stockholders on such date. Unless the context suggests otherwise, references in this proxy statement to “NetScout,” the “Company,” “we,” “us,” and “our” refer to NetScout Systems, Inc. and, where appropriate, its subsidiaries. The matters to be voted on at the Annual Meeting are set forth in the Notice of the Annual Meeting of Stockholders and further described below.
You are invited to attend the Annual Meeting on Wednesday, September 9, 2026, at 10:00 a.m. Eastern Time at NetScout Systems, Inc., 310 Littleton Road, Westford, Massachusetts 01886.
How does the Board recommend that I vote?
The Board recommends that you vote “FOR” the election of the three nominees to serve as Class III Directors on our Board, each for a three-year term; “FOR” the approval, on an advisory basis, of the compensation of our NEOs; “FOR” the approval of the Amended 2019 Plan; “FOR” the approval of the Amended ESPP; and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027.
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.
Will I receive any proxy materials by mail?
We may send you a proxy card along with a second Notice, by mail before the Annual Meeting. You may request to receive a paper copy of the proxy materials by mail by following the instructions provided in the Notice of Internet Availability.
Who can vote?
Stockholders of record as of the close of business on the Record Date may vote. As of the Record Date, 72,701,797 shares of our common stock were issued and outstanding. Holders of common stock are entitled to one vote per share on proposals presented at the Annual Meeting.
Will a list of stockholders entitled to vote at the Annual Meeting be available?
Beginning ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for purposes germane to the Annual Meeting during regular business hours at NetScout Systems, Inc., 310 Littleton Road, Westford, Massachusetts 01886.
Can I vote my shares by filling out and returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by telephone
NetScout Systems, Inc. | 2026 Proxy Statement | 85
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General Information
or through the internet, by requesting and returning a printed proxy card, or by submitting a ballot in person at the Annual Meeting.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our Directors, officers, and employees may also solicit proxies in person, electronically, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with our transfer agent, Computershare Inc., you are considered a “stockholder of record” of those shares.
If your shares are held in an account at a bank, broker, or other intermediary, you are not a stockholder of record but instead are a “beneficial owner” or a “street name owner” of shares. In this case, the intermediary would be considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker, or other intermediary, which we collectively refer to as your “Broker,” to vote the shares held in your account.
How do I vote my shares?
You may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “FOR” or “AGAINST” the proposal, or “ABSTAIN.”
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy over the phone, through the internet, or using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.
§ To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive.
§ To vote using the proxy card, simply complete, sign, and date the proxy card that may be delivered and return it promptly in the envelope provided. If we receive your signed proxy card before the Annual Meeting, we will vote your shares as you direct.
§ To vote over the telephone, dial toll free 1-800-652-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the NetScout number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on September 8, 2026, to be counted.
§ To vote through the internet, go to www.envisionreports.com/NTCT to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m., Eastern Time on September 8, 2026, to be counted.
Beneficial Owner: Shares Registered in the Name of Broker
If you are a beneficial owner of shares registered in the name of your Broker, you should have received a notice containing voting instructions from your Broker rather than from us. Simply follow the voting instructions in the notice received from your Broker to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your Broker.
Internet proxy voting allows you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. Please be aware that you bear costs associated with your internet access.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by telephone, through the internet, by completing the proxy card that may be delivered to you, or in person at the Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker
If you are a beneficial owner of shares held in street name and you do not instruct your Broker how to vote your shares, your Broker may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange, or NYSE, Brokers that are subject to NYSE rules (which in this respect also apply to Nasdaq-listed companies and associated brokers) may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. Proposals 1, 2, 3 and 4 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 5 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 5.
What if I return a proxy card or otherwise vote but do not make specific choices?
Our Board has named Anil K. Singhal, Anthony Piazza and Jeff Levinson as attorneys-in-fact in the proxies for the Annual Meeting. If your proxy has been properly executed and returned in time to be counted at the Annual Meeting, the shares represented by your proxy will be voted in accordance with your voting instructions. If you have returned a signed proxy but have not indicated your vote, your proxy will be voted “FOR” the election of the three Class III Directors nominated by our Board and named in this Proxy Statement, each to serve for a three-year term, “FOR” the approval, on an advisory basis, of the compensation of our NEOs, “FOR” the Amended 2019 Plan, “FOR” the Amended ESPP, and “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. Our Board knows of no other matters to be presented at the Annual
NetScout Systems, Inc. | 2026 Proxy Statement | 86
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Meeting. For other matters that may properly come before the Annual Meeting, the attorneys-in-fact will use their judgment in voting your shares.
May I change or revoke my proxy?
You may revoke your proxy before it is voted at the Annual Meeting. If you are a stockholder of record, you may do so by (1) filing a written notice of revocation (dated after the original proxy) with the Secretary of NetScout before the vote at the Annual Meeting, (2) completing a later-dated proxy, including by internet or phone, and delivering it to the Secretary of NetScout before the vote at the Annual Meeting, or (3) attending the Annual Meeting and voting in person. Stockholders of record should deliver any written notice of revocation before the Annual Meeting, to NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886, Attention: Secretary. If you hold shares through a Broker, you must contact that Broker directly to revoke any prior voting instructions.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count, with respect to the proposal to elect Directors, votes “FOR” or “WITHHOLD” and broker non-votes and, with respect to the other proposals, votes “FOR” or “AGAINST,” abstentions and, if applicable, broker non-votes.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the Broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the Broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Each item of business on the agenda at the Annual Meeting is considered a “non-routine” matter, except for the Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 5).
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the issued and outstanding shares of our common stock entitled to vote at the Annual Meeting are present at the meeting in person or represented by proxy. On the Record Date, there were 72,701,797 shares outstanding and entitled to vote.
Abstentions, withhold votes, and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the meeting or the holders of a majority of the voting power of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the Annual Meeting to another place, date, or time.
What vote is required to approve each proposal?
Proposal 1: Election of Directors: For the election of Directors, the three nominees to serve as Class III Directors receiving the most “FOR” votes from the holders of shares present at the meeting in person or represented by proxy and entitled to vote on the election of Directors (also known as a “plurality” of the votes cast) will be elected. Only votes “FOR” will affect the outcome. Withheld votes and broker non-votes will have no effect.
Proposal 2: Advisory Vote on Executive Compensation: The affirmative vote of a majority of the shares present at the meeting in person or represented by proxy and voting on this proposal is required to approve, on an advisory basis, the compensation of our NEOs. Abstentions and broker non-votes will not be counted towards the vote total and will have no effect on the results of this vote.
Proposal 3: Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as Amended: The affirmative vote of the holders of a majority of the shares present at the meeting in person or represented by proxy and voting on this proposal is required to approve the Amended 2019 Plan. Abstentions and broker non-votes will not be counted towards the vote total and will have no effect on the results of this vote.
Proposal 4: Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as Amended: The affirmative vote of the holders of a majority of the shares present at the meeting in person or represented by proxy and voting on this proposal is required to approve the Amended ESPP. Abstentions and broker non-votes will not be counted towards the vote total and will have no effect on the results of this vote.
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm: The affirmative vote of a majority of the shares present at the meeting in person or represented by proxy and voting on this proposal is required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. Abstentions and broker non-votes will not be counted towards the vote total and will have no effect on the results of this vote. However, this proposal is considered a routine matter, and therefore no broker non-votes are expected to exist in connection with this proposal. We are not required to obtain the approval of our stockholders to appoint KPMG LLP as our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2027, the Audit Committee of our Board will consider the results of this vote when selecting auditors in the future.
When are stockholder proposals and Director nominations for next year’s annual meeting due?
To be considered for inclusion in next year’s proxy materials, your proposal or Director nomination must be submitted in writing to our principal executive offices at 310 Littleton Road, Westford, Massachusetts 01886, Attention: Secretary and must be received by us no later than March 30, 2027. We suggest that you submit your proposals by registered mail, return receipt requested. Proposals must satisfy the requirements set forth in Rule 14a-8 under the Exchange Act or the Company’s bylaws, and be delivered no later than March 30, 2027.
If you wish to submit a proposal for next year’s annual meeting that is not to be included in next year’s proxy materials or wish to nominate a Director, you must submit such proposal or nomination in writing to our executive offices at 310 Littleton
Road, Westford, Massachusetts 01886, Attention: Secretary, and such proposal or nomination must be received by us no earlier than the close of business of May 12, 2027, and no later than the close of business of June 11, 2027, and must satisfy the requirements as provided in our bylaws. If the date of next year’s Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after the anniversary of the 2026 Annual Meeting, any stockholder recommendation or proposal must be received by us no earlier than the close of business on the 90th day prior to such advanced or delayed annual meeting date and no later than the close of business on the later of (i) the
NetScout Systems, Inc. | 2026 Proxy Statement | 87
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60th day prior to such advanced or delayed annual meeting date or (ii) the 10th day following the day on which the first public announcement of the meeting date is first made by us. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and Director nominations.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than NetScout nominees must comply with the additional requirements of Rule 14a-19, including providing us with a notice that sets forth the information required by Rule 14a-19 no later than June 11, 2027. If the 2027 Annual Meeting of Stockholders is called for a date that is more than 30 calendar days before or more than 30 calendar days after the anniversary of the date of the 2026 Annual Meeting, the notice must be provided in compliance with the Company’s bylaws and SEC Rule 14a-19.
NetScout Systems, Inc. | 2026 Proxy Statement | 88
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General Information
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders.
A number of brokers with account holders who are stockholders will be “householding” NetScout’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker (if you are a beneficial owner) that we or they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, or if you currently receive multiple copies and would like to request “householding” of your communications, please notify your broker or NetScout. Direct your written or oral request to NetScout to our principal executive offices, 310 Littleton Road, Westford, Massachusetts 01886, Attn: Investor Relations, telephone: (979) 614-4000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice of Internet Availability of Proxy Materials or other Annual Meeting materials, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered.
Forward-Looking Statements
In this proxy statement, the Company has disclosed information which may be considered forward-looking within the meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this proxy statement, including (but not limited to) in the Corporate Governance Section, Proposal 3—Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as Amended, Proposal 4—Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as Amended, and the Compensation Discussion and Analysis. In some cases, you can identify these forward-looking statements by the use of terms such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “would,” and “continue to,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements regarding our estimated share usage under our equity plans, our business initiatives and strategy, our financial targets, and stockholder engagement. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from the results expressed or implied by such forward-looking statements, please refer to our SEC filings, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The Company undertakes no obligation to update information in this proxy statement.
Information
The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.
Other Matters
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on such matters in accordance with their best judgment.
NetScout Systems, Inc. | 2026 Proxy Statement | 89
Table of Contents
GAAP vs. Non-GAAP Measures
This proxy statement includes non-GAAP measures, including non-GAAP net income and non-GAAP net income per share (diluted). Non-GAAP net income and non-GAAP net income per share exclude the expenses related to the amortization of acquired intangible assets; share-based compensation expense; acquisition-related depreciation expense; goodwill impairment charges; executive transition costs; and restructuring charges from income from operations, net of related income tax effects and any loss on extinguishment of debt.
These non-GAAP measures are not prepared in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (revenue, net income, diluted net income per share), and may have limitations because they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP.
Management believes these non-GAAP financial measures will enhance the reader’s overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how we plan and measure our business. We believe that providing these non-GAAP measures affords investors a view of our operating results that may be more easily compared to peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provides useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.
NetScout Systems, Inc. | 2026 Proxy Statement | A-1
Table of Contents
Appendix A
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|
NetScout |
|
|
NetScout |
|
||
|
|
|
|
|
|
|
||
Revenue |
|
|
|
|
|
|
||
Product |
|
$ |
370.1 |
|
|
$ |
359.9 |
|
Service |
|
|
489.3 |
|
|
|
462.8 |
|
Total revenue |
|
$ |
859.5 |
|
|
$ |
822.7 |
|
|
|
|
|
|
|
|
||
Net income (loss) – GAAP |
|
$ |
95.5 |
|
|
$ |
(366.9 |
) |
Share-based compensation expense |
|
|
59.9 |
|
|
|
64.8 |
|
Amortization expense related to acquired intangible assets |
|
|
46.8 |
|
|
|
50.4 |
|
Restructuring charges |
|
|
0.9 |
|
|
|
20.5 |
|
Goodwill impairment |
|
|
— |
|
|
|
427.0 |
|
Acquisition-related depreciation expense |
|
|
0.0 |
|
|
|
0.0 |
|
Executive transition costs |
|
|
1.0 |
|
|
|
— |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
1.1 |
|
Income tax adjustments |
|
|
(22.1 |
) |
|
|
(36.5 |
) |
Total non-GAAP adjustments |
|
86.5 |
|
|
527.3 |
|
||
Net income-non-GAAP |
|
$ |
182.0 |
|
|
$ |
160.4 |
|
|
|
|
|
|
|
|
||
Diluted net income (loss) per share-GAAP |
|
$ |
1.30 |
|
|
$ |
(5.12 |
) |
Share impact of non-GAAP adjustments identified above |
|
|
1.18 |
|
|
|
7.34 |
|
Diluted net income per share-non-GAAP |
|
$ |
2.48 |
|
|
$ |
2.22 |
|
Diluted weighted average common shares outstanding-GAAP |
|
|
73.4 |
|
|
|
71.6 |
|
Diluted weighted average common shares outstanding-non-GAAP |
|
|
73.4 |
|
|
|
72.2 |
|
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NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended
NETSCOUT SYSTEMS, INC.
2019 EQUITY INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS: JULY 9, 2019
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 12, 2019
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JUNE 23, 2020
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 10, 2020
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 8, 2022
APPROVED BY THE STOCKHOLDERS: AUGUST 24, 2022
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 19, 2023
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 14, 2023
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 22, 2024
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 12, 2024
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 17, 2025
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 10, 2025
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: July 21, 2026
APPROVED BY THE STOCKHOLDERS: SEPTEMBER , 2026
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Appendix B
Notwithstanding the foregoing or anything in the Plan to the contrary, unless prohibited by applicable law, the Board may amend the terms of any outstanding Award or the Plan, or may suspend or terminate the Plan, without the affected Participant’s consent, (A) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (C) to clarify the manner of exemption from, or to bring the Award or the Plan into compliance with, Section 409A of the Code or (D) to comply with other applicable laws or listing requirements.
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Appendix B
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Appendix B
Each Option or SAR Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The terms and conditions of separate Option or SAR Agreements need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:
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Appendix B
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Appendix B
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Appendix B
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Appendix B
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Appendix B
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Appendix B
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Appendix B
This Plan will become effective on the Effective Date.
The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.
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Appendix B
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between a Participant and the Company or an Affiliate will supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that (1) if no definition of Change in Control (or any analogous term) is set forth in such an individual written agreement, the foregoing definition will apply; and (2) no Change in Control (or any analogous term) will be deemed to occur with respect to Awards subject to such an individual written agreement without a requirement that the Change in Control (or any analogous term) actually occur.
If required for compliance with Section 409A of the Code, in no event will an event be deemed a Change in Control if such event is not also a “change in the ownership of” the Company, a “change in the effective control of” the Company or a “change in the ownership of a substantial portion of the assets of” the Company, each as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to the definition of a “change in control event” under Section 409A of the Code and the regulations thereunder.
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Appendix B
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Appendix B
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NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan
NETSCOUT SYSTEMS, INC.
AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN
ADOPTED BY THE BOARD OF DIRECTORS: JUNE 29, 2011
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 7, 2011
AMENDED AND RESTATED BY THE COMPENSATION COMMITTEE: FEBRUARY 8, 2012
AMENDED AND RESTATED BY THE COMPENSATION COMMITTEE: JULY 3, 2018
APPROVED BY THE STOCKHOLDERS: SEPTEMBER 12, 2018
AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JULY 8, 2022
APPROVED BY THE STOCKHOLDERS: AUGUST 24, 2022
AMENDED BY THE COMPENSATION COMMITTEE: MAY 28, 2026
APPROVED BY THE STOCKHOLDERS: SEPTEMBER , 2026
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Appendix C
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Appendix C
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Appendix C
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Appendix C
The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock upon exercise of the Purchase Rights, If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Purchase Rights unless and until such authority is obtained.
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Appendix C
The Plan shall become effective on the date the Plan is adopted by the Board (the “Effective Date”) but no Purchase Rights shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within 12 months before or after the date the Plan is adopted by the Board.
As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:
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Appendix C
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Appendix C
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C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Votes submitted electronically must be received by Tuesday, September 8, 2026 at 11:59 PM, ET. Online Go to www.envisionreports.com/NTCT or scan the QR code — login details are located in the shaded bar below. If no electronic voting, delete QR code and control # Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/NTCT Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2026 Annual Meeting Proxy Card 1234 5678 9012 345 q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5. 1. Election of Directors: To elect three Class III Directors nominated by our Board of Directors, and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified. 02 - Christopher Perretta 01 - Joseph G. Hadzima, Jr. 03 - Marlene Pelage 2. To approve, on an advisory basis, the compensation of our named executive officers. 3. To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended. 4. To approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended. Note: Your proxy holder will also vote on any other business properly brought before the Annual Meeting. 5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If a corporation, limited liability company, or partnership, please sign in full entity name by authorized officer or person. Date (mm/dd/yyyy) — Please print date below. Signature 2 — Please keep signature within the box. Signature 1 — Please keep signature within the box. MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T 692980 1UPX 04B1XB
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q NetScout Systems, Inc. Notice of 2026 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — Wednesday, September 9, 2026 Anil K. Singhal, Anthony Piazza and Jeff Levinson, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of NetScout Systems, Inc. to be held on Wednesday, September 9, 2026 or at any postponement or adjournment thereof (with discretionary authority under Proposal 1 to vote for a substitute nominee if a nominee is unable to serve or for good cause will not serve) and with discretionary authority as to any and all other matters as may properly come before said meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations, including with respect to any other matters as may properly come before said meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.
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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2026 Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3, 4 and 5. 1. Election of Directors: To elect three Class III Directors nominated by our Board of Directors, and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified. For Withhold For Withhold 02 - Christopher Perretta 01 - Joseph G. Hadzima, Jr. 03 - Marlene Pelage For Abstain Against 2. To approve, on an advisory basis, the compensation of our named executive officers. 3. To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended. 4. To approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended. 5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027. Note: Your proxy holder will also vote on any other business properly brought before the Annual Meeting. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If a corporation, limited liability company, or partnership, please sign in full entity name by authorized officer or person. Date (mm/dd/yyyy) — Please print date below. Signature 2 — Please keep signature within the box. Signature 1 — Please keep signature within the box. 1UPX 657681 04B1YB
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IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. NetScout Systems, Inc. Notice of 2026 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — Wednesday, September 9, 2026 Anil K. Singhal, Anthony Piazza and Jeff Levinson, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of NetScout Systems, Inc. to be held on Wednesday, September 9, 2026 or at any postponement or adjournment thereof (with discretionary authority under Proposal 1 to vote for a substitute nominee if a nominee is unable to serve or for good cause will not serve) and with discretionary authority as to any and all other matters as may properly come before said meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations, including with respect to any other matters as may properly come before said meeting. (Items to be voted appear on reverse side)