DEF 14A of Netscout Systems Inc, Jul 27, 2023

DEF 14A of Netscout Systems Inc

Filed Jul 27, 2023 · FY20230001193125-23-196100

Open on EDGAR

  1. Director Nominee Skills

    Director Nominee Skills The qualification, attributes, skills, and experience of our nominees and Directors were assessed using the following definitions:

  2. Director Nominee Skills

    | | 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. | | | 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. | | | Human Capital and Talent Management: Demonstrated strengths for attracting, developing, and retaining top talent and succession planning. | | | Service Assurance & Cybersecurity Industry: Experience in the service assurance and cybersecurity industry in which our Company operates. | | | Innovation & Product Development: Experience developing and leading forward-thinking product innovation and emerging technologies, including SaaS and cybersecurity technologies. | | | 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. | | | International Markets: An understanding of global markets, economic conditions, regulatory environments, and cultures, and a perspective on global market opportunities. | | | Strategic Planning: Experience developing and executing a long-term growth strategy of a technology company, through business combinations and acquisitions, product innovation, and market approaches. | | | 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. | | | Environmental & Social: Experience with overseeing environmental and social matters within the context of a corporate ESG program to drive corporate strategy and stockholder value by operating sustainably and taking into account the interests of key stakeholders. | | | Cybersecurity & Data Privacy Oversight: Experience with and understanding of cybersecurity and data privacy issues including companywide risk management and the legal and regulatory landscape. |

  3. Director Nominee Skills

    Director Nominee Biographies Joseph G. Hadzima, Jr.

  4. Director Nominee Skills

    | | Managing Director of Main Street Partners LLC President of IPVision, Inc. Of Counsel at Sullivan & Worcester LLP |

  5. Director Nominee Skills

    | Director Since | Age | Committees | | July 1998 Independent | 71 | Audit, Nominating and Corporate Governance (Chair), Finance |

  6. Director Nominee Skills

    Joseph G. Hadzima, Jr. has been a member of the Board since July 1998.

  7. Director Nominee Skills

    | 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. | | Professional Experience and Biography ■ Mr. Hadzima has been a Managing Director of Main Street Partners, LLC, a venture capital investing and technology commercialization company, since April 1998. ■ 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 is Of Counsel at Sullivan & Worcester, where his practice consists of counseling new ventures on business and legal matters and advising financial institutions and others on computer and technology licensing matters. ■ Mr. Hadzima is also a Senior Lecturer at MIT Sloan School of Management, and serves as a director on two private company boards. | | Director Skills ■ Cybersecurity & Data Privacy Oversight ■ Environmental & Social ■ Leadership ■ Risk Management & Governance ■ Strategic Planning International Markets |

  8. Vivian Vitale

    | ■ | Stockholder approved annual limit on non-employee Director compensation |

  9. Overview of Director Compensation Program

    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. We only compensate non-employee Directors for their service on our Board. Accordingly, neither Mr. Singhal nor Mr. Szabados, who serve as our CEO and COO, respectively, receive any compensation for service on our Board. Our Board’s non-employee Directors receive cash compensation as set forth below:

  10. Overview of Director Compensation Program

    | | Chair Retainer ($) | Member Retainer ($) | | Board of Directors (1) | 95,000 | 60,000 | | Audit Committee | 30,000 | 15,000 | | Compensation Committee | 20,000 | 10,000 | | Nominating and Corporate Governance Committee | 12,000 | 6,000 | | Finance Committee | 12,000 | 6,000 |

  11. Overview of Director Compensation Program

    | (1) 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. |

  12. Overview of Director Compensation Program

    In addition to the cash compensation described above, outside Directors are entitled to receive equity compensation. Our Board reviews equity compensation for outside Directors periodically. In fiscal year 2023, each outside Director, with the exception of Ms. Nash and Ms. Pelage, received a grant of restricted stock units with a grant date fair value of approximately $230,510 on August 25, 2022, consisting of 7,000 restricted stock units while Ms. Nash and Ms. Pelage each received a grant of restricted stock units with a grant date fair value of approximately $129,699 on January 24, 2023, the date of their appointment to the Board, consisting of 4,085 restricted stock units, which were prorated based on the date of their appointment (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 2023. 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 non-employee Directors.

  13. Stockholder-Approved Director Compensation Limit

    Stockholder-Approved Director Compensation Limit The NetScout Systems, Inc. 2019 Equity Incentive Plan (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 a non-employee Director with respect to any fiscal year of NetScout will not exceed $750,000.

  14. Director Compensation Table for Fiscal Year 2023

    Director Compensation Table for Fiscal Year 2023 The following table sets forth a summary of the compensation we paid to our outside Directors for service on our Board in fiscal year 2023.

  15. Director Compensation Table for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Robert E. Donahue | 106,000 | 230,510 | 336,510 | | John R. Egan | 126,000 | 230,510 | 356,510 | | Alfred Grasso | 88,000 | 230,510 | 318,510 | | Joseph G. Hadzima, Jr. | 93,000 | 230,510 | 323,510 | | Shannon Nash(3) | 13,750 | 129,699 | 143,449 | | Marlene Pelage(3) | 13,750 | 129,699 | 143,449 | | Christopher Perretta | 81,000 | 230,510 | 311,510 | | Susan L. Spradley | 76,000 | 230,510 | 306,510 | | Vivian Vitale | 86,000 | 230,510 | 316,510 |

  16. Director Compensation Table for Fiscal Year 2023

    | (1) Amounts represent the aggregate dollar amount of fiscal year 2023 fees earned or paid in cash for services as a Director, including annual retainer fees and committee fees. |

  17. Director Compensation Table for Fiscal Year 2023

    | (2) Amounts shown do not reflect compensation actually received by the listed Directors but represent the aggregate full grant date fair value of restricted stock unit awards granted to our non-employee Directors calculated in accordance with Financial Accounting Standards Board Codification Topic 718 (“FASB ASC 718”). The grant date fair value of the RSU awards was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the date of grant by the number of RSUs granted. The fair value shown above may not be indicative of the value realized on the date the RSUs vest due to variability in the share price of our common stock. The number of unvested RSUs held by each independent Director as of the last day of the fiscal year were as follows: Mr. Donahue: 7,000; Mr. Egan: 7,000; Mr. Grasso: 7,000; Mr. Hadzima: 7,000; Ms. Nash: 4,085; Ms. Pelage: 4,085; Mr. Perretta: 7,000; Ms. Spradley: 7,000; and Ms. Vitale: 7,000. |

  18. Director Compensation Table for Fiscal Year 2023

    | (3) Amounts shown reflect the pro-rated equity awards granted and fees earned or paid based on Ms. Nash’s and Ms. Pelage’s appointment to the Board on January 24, 2023. |

  19. Director Compensation Table for Fiscal Year 2023

    Our current executive officers and their ages as of July 1, 2023, are as follows:

  20. Director Compensation Table for Fiscal Year 2023

    | Executive Officer | Age | Position | | Anil K. Singhal | 69 | Co-Founder, President, Chief Executive Officer and Chairman of the Board | | Michael Szabados | 71 | Chief Operating Officer and Vice Chairman of the Board | | Jean Bua | 64 | Executive Vice President, Chief Financial Officer, Chief Accounting Officer, & Treasurer | | John W. Downing | 65 | Executive Vice President, Worldwide Sales |

  21. Director Compensation Table for Fiscal Year 2023

    Anil K. Singhal’s and Michael Szabados’s biographical information can be found in the table under the section titled “Director Biographies.”

  22. Professional Experience and Biography

    Professional Experience and Biography

  23. Professional Experience and Biography

    | ■ | Ms. Bua has served as NetScout’s Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer since September 2015 and served as the Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer from November 2011 until September 2015. She joined NetScout in September 2010 as Vice President, Finance. |

  24. Professional Experience and Biography

    | ■ | Before joining NetScout, Ms. Bua served as Executive Vice President, Finance & Treasurer of American Tower Corporation from August 2005 to September 2010. |

  25. Professional Experience and Biography

    | ■ | Prior to American Tower, Ms. Bua spent nine years at Iron Mountain, Inc., in various capacities including as Senior Vice President, Chief Accounting Officer, and Worldwide Controller. |

  26. Professional Experience and Biography

    | ■ | Prior to Iron Mountain, Ms. Bua held senior positions at Duracraft Corp. and Keithley Instruments, and was a management consultant at Ernst & Young and an auditor at KPMG. |

  27. Professional Experience and Biography

    | ■ | Ms. Bua earned her Bachelor of Science in Business Administration, summa cum laude, from Bryant College and her Master of Business Administration from the University of Rhode Island. |

  28. Professional Experience and Biography

    | ■ | Ms. Bua currently serves as a Director of Modernizing Medicine Inc. |

  29. John W. Downing

    John W. Downing

  30. John W. Downing

    | | Executive Vice President, Worldwide Sales |

  31. Professional Experience and Biography

    Professional Experience and Biography

  32. Professional Experience and Biography

    | ■ | Mr. Downing has served as NetScout’s Executive Vice President, Worldwide Sales Operations since September 2015, and served as Senior Vice President, Worldwide Sales Operations from 2007 until September 2015. He joined NetScout in 2000 as Vice President, Sales Operations, instituting and refining key go-to-market programs and sales processes. |

  33. Professional Experience and Biography

    | ■ | Prior to NetScout, from April 1998 until September 2000, Mr. Downing served as Vice President of Sales at Genrad Corporation, a manufacturer of electronic testing equipment and production solutions and was Vice President of North American Sales from January 1996 until March 1998. |

  34. Professional Experience and Biography

    | ■ | Mr. Downing earned a Bachelor of Science in Engineering (BSE) in Computer Science and Applied Mathematics from Tufts University and a Master of Business Administration from Suffolk University. |

  35. Professional Experience and Biography

    This Compensation Discussion and Analysis, or CD&A, describes our fiscal year 2023 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 2023 compensation program, the compensation decisions made by the Compensation Committee under our fiscal year 2023 compensation program, and the factors that the Compensation Committee considered and the process it followed in making those decisions. For fiscal year 2023, our NEOs consisted of our four current executive officers:

  36. Professional Experience and Biography

    | Anil K. Singhal | Co-Founder, President, Chief Executive Officer and Chairman of the Board | | Michael Szabados | Chief Operating Officer and Vice Chairman of the Board | | Jean Bua | Executive Vice President, Chief Financial Officer, Chief Accounting Officer, & Treasurer | | John W. Downing | Executive Vice President, Worldwide Sales |

  37. Professional Experience and Biography

    Business Overview We are an industry leader with nearly four decades of experience in providing service assurance and cybersecurity solutions that are based on our pioneering deep packet inspection technology at scale, which are used by many Fortune 500 companies worldwide 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. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in downtime, interruptions to services, 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. Some of the more significant technology trends and catalysts for our business include the evolution of customers’ digital transformation initiatives such as the migration to “edge” environments, like the cloud, the rapidly evolving cybersecurity threat landscape, business intelligence and analytics advancements, and the 5G technology and network evolution in both the service provider and enterprise customer verticals. Corporate Performance Overview Fiscal year 2023 was a strong year for NetScout. We met our top-line and exceeded our bottom-line financial objectives. Additionally, we continued to advance our strategy to deliver high-value solutions that enable our customers to succeed in today’s increasingly dynamic and complex digital world. In fiscal year 2023, we delivered another year of revenue growth, while also expanding our operating margin, improving diluted EPS performance, and generating solid operating and free cash flow. More specifically, we grew total revenue by nearly 7% year-over-year as we benefitted from growth in both our service assurance and cybersecurity product lines. We also demonstrated strong operating leverage as we expanded our operating margin. Consequently, our EPS growth rate was more than double our total revenue growth rate. As a result of this performance, we generated solid cash flow provided by operating activities and free cash flow in fiscal year 2023. Additionally, during fiscal year 2023, we returned approximately $150 million back to our stockholders in the form of an accelerated share repurchase program. From a strategic perspective, we advanced several technology initiatives that we expect will serve as critical long-term building blocks for driving revenue growth and expanding profitability as we deliver on our mission as “Guardians of the Connected World.” These included the development of the next generation of our Omnis Cybersecurity solution as well as two new DDoS solutions, Dynamic DDoS and Mobile DDoS Security. As a result of our fiscal year 2023 accomplishments, we are entering fiscal year 2024 with strong momentum as a market leader in several attractive and growing end markets.

  38. Net Income and Net Income Per Share(1)

    Executive Summary—Fiscal Year 2023 Executive Compensation Highlights Our executive compensation program is structured to provide strong pay-for-performance alignment. As disclosed after the end of fiscal year 2023 and discussed in detail below, for the fiscal year 2023 annual incentive bonus awards, the Compensation Committee established a total revenue target range of $895 million to $925 million and a non-GAAP diluted EPS target range of between $1.97 and $2.03. The Compensation Committee also established a goal of growing cybersecurity revenue by 5% to 10% in fiscal year 2023 as compared to fiscal year 2022. NetScout achieved the total revenue target by delivering $914.5 million in total revenue and greatly exceeded the non-GAAP diluted EPS target by achieving $2.18 per diluted share, while missing the cybersecurity revenue by delivering year-over-year growth of 1.4%. Based on these achievements, the NetScout employee company-wide bonus pool was funded at 169% of the target bonus opportunity. Consistent with our pay-for-performance philosophy and as more fully described below, for fiscal year 2023, we:

  39. Net Income and Net Income Per Share(1)

    | | Increased NEO base salaries by only 3% while maintaining annual incentive bonus target percentages at the same levels as in fiscal years 2022 and 2021 |

  40. Net Income and Net Income Per Share(1)

    | | 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 |

  41. Net Income and Net Income Per Share(1)

    | | Approved annual incentive bonus payouts at 169% of target for our NEOs, consistent with the company-wide bonus pool amount, after assessing our corporate performance for fiscal year 2023 |

  42. Net Income and Net Income Per Share(1)

    | What We Don’t Do | | | | Pay bonuses if performance levels fall below pre-determined thresholds except in extraordinary cases | | | Permit short sales, hedging or pledging of our stock | | | Enter into employment agreements that provide for fixed terms or automatic compensation increases or equity grants | | | Provide excessive cash severance | | | Provide our executives with tax gross-ups or significant perquisites. | | | Permit repricing or cashing out of underwater stock options without stockholder approval | | | 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 |

  43. Net Income and Net Income Per Share(1)

    | 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, our 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. | | 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. |

  44. Base Salaries and Annual Incentive Bonus Target Percentages

    Base Salaries and Annual Incentive Bonus Target Percentages For fiscal year 2023, after reviewing Company and individual NEO performance in fiscal year 2022, as well as peer group market data, the Compensation Committee approved for Ms. Bua and Mr. Downing, and the Board approved for Mr. Singhal a 3% increase to each individual’s base salary. In approving the base salary adjustments, the Compensation Committee and the Board considered that aggregate NEO compensation was below the 25th percentile of the peer group market data, target total compensation for each NEO was below the median of the peer market data, and that such increases were deserved in light of each NEO’s performance. The annual incentive bonus target opportunities (expressed as a percentage of base salary) remained at their fiscal year 2022 levels, and the bonus opportunity cap remained at 200% of each NEO’s annual incentive bonus target amount.

  45. Base Salaries and Annual Incentive Bonus Target Percentages

    | | FY2022 Base | FY2023 Base | FY2022 Bonus Target | FY2023 Bonus Target | FY2022 Sum of Base Salary plus Target | FY2023 Sum of Base Salary plus Target | | Named Executive Officer | Salary | Salary | Amount | Amount | Bonus | Bonus | | Anil K. Singhal | $577,500 | $594,825 | $523,619 | $539,328 | $1,101,119 | $1,134,153 | | Michael Szabados | $423,500 | $423,500 | $264,010 | $264,010 | $687,510 | $687,510 | | Jean Bua | $390,500 | $402,215 | $242,032 | $249,293 | $632,532 | $651,508 | | John W. Downing (1) | $291,500 | $300,245 | $341,012 | $351,257 | $632,512 | $651,502 |

  46. Base Salaries and Annual Incentive Bonus Target Percentages

    | (1) The information presented for Mr. Downing under the “FY2022 Bonus Target Amount” and “FY2023 Bonus Target Amount” columns includes an annual incentive bonus target amount and a commission target amount. |

  47. Base Salaries and Annual Incentive Bonus Target Percentages

    The purpose and key characteristics of each of these elements, as well as the other elements of our fiscal year 2023 executive compensation program, are summarized below.

  48. Base Salaries and Annual Incentive Bonus Target Percentages

    | 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. | ■ 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, typically determined after considering the evaluations and recommendations made by our CEO, who applies his own judgment in making recommendations after reviewing our performance, the respective NEO’s individual performance, the executive’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 | ■ Target 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 targets, revenue, 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 that consists of 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. | | 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. ■ In fiscal year 2023, our NEOs received a significant portion of their long-term equity incentives in the form of PSUs tied to a multi-year performance period. ■ RSUs are generally granted to executive officers at their appointment and then annually, depending upon performance. ■ 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 its determinations. |

  49. Base Salaries and Annual Incentive Bonus Target Percentages

    | Element | Purpose | Key Characteristics | | 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. | | Termination and Change of Control Protections | ■ Attract and retain executives. ■ Align interests with stockholders. ■ 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 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 2023 peer group. |

  50. Base Salaries and Annual Incentive Bonus Target Percentages

    Annual Incentive Bonus Awards Each year, we adopt an executive bonus plan that provides for cash incentive payments to our 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 2023 bonus amounts entirely on the achievement of pre-determined financial performance goals. Accordingly, the amount to be earned by each NEO under the executive bonus plan for fiscal year 2023 (the “FY23 Bonus Plan”) would be determined based on three variables:

  51. Base Salaries and Annual Incentive Bonus Target Percentages

    | ■ | the participant’s annual incentive target opportunity as shown above; |

  52. Base Salaries and Annual Incentive Bonus Target Percentages

    | ■ | the Compensation Committee’s assessment and certification of NetScout’s performance compared with the corporate performance targets set forth below; and |

  53. Base Salaries and Annual Incentive Bonus Target Percentages

    | ■ | the relative weighting of each performance objective. |

  54. Corporate Performance Goals and Achievement

    Corporate Performance Goals and Achievement On July 8, 2022, our Compensation Committee for our NEOs other than the CEO, and the Board, for our CEO, adopted the FY23 Bonus Plan, which was comprised of three financial performance goals: (i) non-GAAP EPS (weighted at 60%); (ii) total revenue (weighted at 30%); and (iii) year-over-year cybersecurity revenue growth (weighted at 10%). The Compensation Committee and the Board selected these measures as they believe that they correlate strongly with stockholder value and that using this combination of metrics provides an effective way to measure our NEOs’ collective ability to create sustainable growth and profitability. The Compensation Committee and the Board set the fiscal year 2023 financial performance goals at levels meaningfully above our fiscal year 2022 performance. The following table sets forth the financial performance goals shared among all of our NEOs approved by the Compensation Committee and the Board in July 2022 and the actual levels achieved, calculated in accordance with the FY23 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 that consists of sales commissions. Based on the specific achievement and weighting of each our bonus criteria, particularly non-GAAP EPS, the FY23 Bonus Plan was funded at 169% of target

  55. Corporate Performance Goals and Achievement

    | Performance Levels (% of Payout) | Non- GAAP EPS(1) | Total Revenue (millions) | Cyber Security Revenue Growth | | Minimum (100%) | $1.97 | $895 | 5% | | Maximum (200%) | $2.03 | $925 | 10% | | Actual | $2.18 | $914.5 | 1.4% | | % Payout | 200% | 165% | 0% | | % Earned | 120% | 49% | 0% | | Total Payout 169% | | | |

  56. Corporate Performance Goals and Achievement

    | (1) Non-GAAP adjustments eliminate the GAAP effects of: (i) acquisitions by adding back deferred revenue revaluation and removing expenses related to the amortization of acquired intangible assets; (ii) share-based compensation; (iii) acquisition related-depreciation; (iv) compensation for post-combination services; (v) business development and integration costs; (vi) expenses tied to implementing new accounting standards; (vii) restructuring costs; (viii) reserved legal expenses related to a civil judgment; (ix) loss on extinguishment of debt; (x) change in fair value of contingent consideration; and (xi) income and expenses associated with transitional services agreements, all net of related income tax effects. |

  57. Corporate Performance Goals and Achievement

    For the specific detail on the value of non-GAAP EPS, please refer to Appendix A. Annual Incentive Bonus Payout Amounts Below are each NEO’s target and approved payouts under the FY23 Bonus Plan based on the achievements set forth above.

  58. Corporate Performance Goals and Achievement

    | Named Executive Officer | Target Fiscal Year 2023 Annual Incentive Payout | Percent of Target Payout Awarded | Actual Fiscal Year 2023 Annual Incentive Payout | | Anil K. Singhal | $539,328 | 169% | $911,464 | | Michael Szabados | $264,010 | 169% | $446,177 | | Jean Bua | $249,293 | 169% | $421,305 | | John W. Downing (1) | $188,374 | 169% | $318,352 |

  59. Corporate Performance Goals and Achievement

    | (1) Mr. Downing’s annual cash incentive compensation for fiscal year 2023 consisted of two components: (1) an annual incentive bonus award with a target payout level of 63% of his base salary based on achievement of the goals under FY23 Bonus Plan; and (2) an annual sales commission with a target payout level of 54% of his base salary based on his sales performance. In addition to his payout under FY23 Bonus Plan reflected in this table, Mr. Downing also earned a sales commission of $142,426, representing 47.4% of his base salary, based on his sales performance during fiscal year 2023. Mr. Downing’s commission incentive plan is based on an individual revenue quota. We are not disclosing the payout formulas used due to confidentiality and competitive concerns. |

  60. Corporate Performance Goals and Achievement

    Long-Term Equity Awards

  61. Long-Term Incentives

    Long-Term Incentives In fiscal year 2023, 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:

  62. Long-Term Incentives

    | ■ | PSUs granted under our LTI Program support the objectives of linking realized value to the achievement of critical performance objectives and stockholder alignment. Earning shares of our common stock under our LTI Program is based on achievement of long-term returns to stockholders as measured by NetScout’s total shareholder return, or TSR, relative to that of the Russell 2000 Index (“rTSR”), measured over a three-year period. |

  63. Long-Term Incentives

    | ■ | RSUs are used to keep our executive officers focused on the absolute performance of NetScout’s stock price. We believe RSUs encourage behavior and initiatives that support sustained long-term stock price growth and have retentive value, which benefits all stockholders. |

  64. Long-Term Incentives

    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 2023 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, based on 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. We delayed the grant of PSUs and RSUs to our NEOs until October 2022, after our stockholders approved an increase in the number of shares reserved under our 2019 Plan, to ensure that we could first grant RSUs to all eligible employees throughout the Company, subject to applicable law. We made this change in our overall employee grant practices to attract and retain top talent while aligning employees’ incentives with long-term stockholder value creation.

  65. Performance Stock Units Granted

    Performance Stock Units Granted

  66. in Fiscal Year 2023

    in Fiscal Year 2023 The PSUs are wholly “at risk” compensation as our performance must be at or above the threshold of the rTSR goal for the award recipients 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 October 25, 2022 and ending on October 25, 2025 (the “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. Our rTSR will be calculated at the end of the PSU Measurement Period by subtracting the TSR of the Russell 2000 Index from NetScout’s TSR and rounding 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 performance period by at least five points of TSR. 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. The payout of shares resulting from the PSUs cannot be more than 100% of the NEO’s target amount.

  67. in Fiscal Year 2023

    | | Payout as % of Target | | | Threshold | 44 percentage points below Russell 2000 Index | 2% | | Target/Maximum | 5 percentage points above the Russell 2000 Index | 100% |

  68. Restricted Stock Units Granted in Fiscal Year 2023

    Restricted Stock Units Granted in Fiscal Year 2023 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. The following table shows the long-term incentive awards granted in fiscal year 2023 to the NEOs.

  69. Restricted Stock Units Granted in Fiscal Year 2023

    | Name | Performance Stock Units | Restricted Stock Units | Total | Grant Date Fair Value | | Anil K. Singhal | 36,000 | 54,000 | 90,000 | $2,901,420 | | Michael Szabados | 18,000 | 31,500 | 49,500 | $1,610,595 | | John W. Downing | 18,000 | 27,000 | 45,000 | $1,450,710 | | Jean Bua | 18,000 | 27,000 | 45,000 | $1,450,710 |

  70. Restricted Stock Units Granted in Fiscal Year 2023

    Post-Termination Compensation

  71. Post-Termination Terms

    Post-Termination Terms Anil K. Singhal Mr. Singhal’s 2007 employment agreement 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 its future payments for this unfunded obligation at approximately $1,186,987 million in the aggregate. Other Named Executive Officers In May 2012, NetScout entered into amended and restated severance agreements with its NEOs, other than its CEO. 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. For each of the NEOs, other than the CEO, 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 NetScout Systems, Inc. Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) and 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. Other Benefits

  72. General Health, Welfare, and Other Benefit Plans

    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.

  73. Role of Compensation Consultants

    Role of Compensation Consultants In fiscal year 2023, our 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.

  74. Use of Third-Party Data/Peer Group Data

    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 2023 Peer Group” below for more information.

  75. Establishing Performance Goals for Bonus Plan

    Establishing Performance Goals for Bonus Plan Discussions of the next fiscal year’s bonus plan goals typically begin during the fourth quarter of the 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 recommends to the Board and the Board establishes goals for executive officers 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 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, 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 target and then presents those proposed shared financial targets to the Compensation Committee for review and evaluation. Fiscal Year 2023 Peer Group

  76. 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 and market capitalizations ranging from approximately 0.4 to 2.5 times that of NetScout. The peer group for fiscal year 2023 did not change from fiscal year 2022 and therefore consisted of the 18 companies set forth in the table below. At the time the Compensation Committee approved this peer group for fiscal year 2023, our revenue and market capitalization were 17% and 35% below the peer group median, respectively.

  77. Peer Group

    | NetScout’s Peer Group For Fiscal Year 2023 | | | | BlackBaud, Inc. | Mandiant, Inc. | Synchronoss Technologies, Inc. | | Box, Inc. | National Instruments Corp. | Tenable Holdings, Inc. | | Calix, Inc. | NETGEAR, Inc. | Verint Systems Inc. | | Commvault Systems, Inc. | PTC Inc. | VeriSign, Inc. | | Extreme Networks Inc. | Rapid7, Inc. | ViaSat Inc. | | Infinera Corporation | SecureWorks Corp. | Viavi Solutions Inc. |

  78. Peer Group

    For fiscal year 2024, we revised our peer group to (i) exclude Mandiant, Inc. which was acquired by Alphabet Inc., and Synchronoss Technologies, Inc. and VeriSign, Inc., based on market capitalization considerations and (ii) add ACI Worldwide, Inc., InterDigital, Inc. and Everbridge, Inc based on their comparability in terms of market capitalization and technology focus. These changes align NetScout closer to the median revenue and market capitalization of the fiscal year 2024 peer group. Regulatory Requirements and Risk Management

  79. Management of Risk

    | ■ | We use a mixture of compensation elements with performance measured across a range of timeframes that is intended to discourage short-term risk taking. Further, our executive team overall has a long tenure and significant experience, enabling it to deal with business cycles. |

  80. Management of Risk

    | ■ | Short-term incentives in the form of annual incentive bonus payouts are established at 100% of the target amount only after NetScout meets or exceeds a threshold profitability target. The Compensation Committee or the Board then determines whether, in the Compensation Committee’s or the Board’s discretion, performance or other criteria warrants a higher or lower payout, but in no event will short-term incentive payments be more than 200% of an officer’s target. The Compensation Committee believes this process mitigates the likelihood that our executives will take excessive risks. |

  81. Management of Risk

    | ■ | Equity incentive awards are generally granted annually and generally vest over three to four years, so executives have a significant number of unvested awards that could decrease significantly in value if our business is not managed for the long-term. We have Director and Officer Stock Ownership Guidelines designed to reinforce that long-term view. |

  82. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023

  83. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Fiscal Year | Salary (1) ($) | Stock Awards(2)($) | Non-Equity Incentive Plan Compensation(3)($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4)($) | Total($) | | Anil K. Singhal | 2023 | 594,825 | 2,901,420 | 911,464 | 0(5) | 101,889 | 4,509,598 | | Co-Founder, President, Chief Executive Officer and Chairman of the Board | 2022 | 577,500 | 2,504,520 | 725,611 | 0 | 100,791 | 3,908,422 | | | 2021 | 525,000 | 1,653,000 | 657,618 | 0 | 91,129 | 2,926,747 | | Michael Szabados | 2023 | 423,500 | 1,610,595 | 446,177 | — | 27,409 | 2,507,621 | | Chief Operating Officer and Vice Chairman of the Board | 2022 | 423,500 | 1,460,970 | 365,854 | — | 22,504 | 2,272,828 | | | 2021 | 385,000 | 964,250 | 313,152 | — | 21,064 | 1,683,466 | | Jean Bua | 2023 | 402,215 | 1,450,710 | 421,305 | — | 15,905 | 2,290,135 | | Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer | 2022 | 390,500 | 1,252,260 | 335,398 | — | 14,510 | 1,992,668 | | | 2021 | 355,000 | 826,500 | 320,857 | — | 15,419 | 1,517,776 | | John W. Downing(6) | 2023 | 300,245 | 1,450,710 | 460,778 | — | 17,063 | 2,228,796 | | Executive Vice President, Worldwide Sales Operations | 2022 | 291,500 | 1,252,260 | 407,597 | — | 16,666 | 1,968,023 | | | 2021 | 265,000 | 826,500 | 333,246 | — | 15,223 | 1,439,969 |

  84. Summary Compensation Table for Fiscal Year 2023

    | (1) Includes salary earned during the fiscal year. |

  85. Summary Compensation Table for Fiscal Year 2023

    | (2) This column was prepared assuming none of the PSUs and RSUs will be forfeited. The amounts reflected in this column do not reflect actual value realized by the NEO but represent the aggregate grant date fair value of the PSU and RSU awards. The grant date fair value of all RSU awards granted was computed in accordance with FASB ASC Topic 718 and was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the date of grant by the number of RSUs granted. The grant date fair value of all PSU awards was determined under FASB ASC Topic 718 using a Monte Carlo simulation model which simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. In all cases, the amounts reflected above for PSU awards represent the maximum fair value of the performance-based portion of such awards as of the date of grant, assuming payout were to occur based on the achievement of maximum performance. |

  86. Summary Compensation Table for Fiscal Year 2023

    | (3) The amounts listed in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash awards paid under the annual bonus plan for performance in the applicable fiscal year. |

  87. Summary Compensation Table for Fiscal Year 2023

    | (4) Includes 401(k) contributions made by NetScout on behalf of the NEO, as well as supplemental life insurance premiums for each NEO. For Mr. Szabados, this column also includes tax preparation services. For Mr. Singhal, this column also includes the cost of car usage, financial and charitable planning services, and tax preparation services. See the All Other Compensation Table below for additional information. |

  88. Summary Compensation Table for Fiscal Year 2023

    | (5) The present value of Mr. Singhal’s retirement benefits decreased from $1,237,949 in fiscal year 2022 to $1,095,446 in fiscal year 2023 as a result of a decrease in healthcare costs and a change in the discount rate applied. |

  89. Summary Compensation Table for Fiscal Year 2023

    | (6) The information presented for Mr. Downing under the “Non-Equity Incentive Plan Compensation” column consists of both sales commissions and annual incentive bonus awards for the fiscal years ended March 31, 2023, 2022, and 2021. |

  90. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table sets forth grants of plan-based awards to each of our NEOs for the fiscal year ended March 31, 2023:

  91. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of shares of stock or units(#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | Anil K. Singhal | 10/25/22 | RSU | | | | | | | 54,000 | 1,918,620 | | | 10/25/22 | PSU | | | | 720 | 36,000 | — | | 982,800 | | | 6/28/22 | Cash | — | 539,328 | 1,078,656 | | | | | | | Michael Szabados | 10/25/22 | RSU | | | | | | | 31,500 | 1,119,195 | | | 10/25/22 | PSU | | | | 420 | 18,000 | — | | 491,400 | | | 6/28/22 | Cash | — | 264,010 | 528,020 | | | | | | | Jean Bua | 10/25/22 | RSU | | | | | | | 27,000 | 959,310 | | | 10/25/22 | PSU | | | | 360 | 18,000 | — | | 491,400 | | | 6/28/22 | Cash | — | 249,293 | 498,586 | | | | | | | John W. Downing | 10/25/22 | RSU | | | | | | | 27,000 | 959,310 | | | 10/25/22 | PSU | | | | 360 | 18,000 | — | | 491,400 | | | 6/28/22 | Cash | — | 350,506(5) | 538,880 | | | | | |

  92. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) Actual non-equity incentive plan awards are made based on various factors, including NetScout’s overall performance, as described more fully in the Compensation Discussion and Analysis. The possible award could exceed 100% of an individual’s target annual incentive bonus if NetScout exceeded its goals, but in no event could any individual receive more than 200% of his or her target annual incentive bonus. |

  93. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index, at the end of a three-year measurement period ending on October 25, 2025. For a summary of the performance vesting conditions for fiscal year 2023, see section titled “Equity Awards” above. |

  94. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) The reported RSUs were granted pursuant to the 2019 Plan and vest in four equal annual installments with the first installment vesting on October 25, 2023. |

  95. Grants of Plan-Based Awards in Fiscal Year 2023

    | (4) Amounts shown represent the aggregate full grant date fair value calculated in accordance with FASB ASC 718. See footnote (2) to the Summary Compensation Table for more information. |

  96. Grants of Plan-Based Awards in Fiscal Year 2023

    | (5) Represents a target annual incentive bonus of $188,374 and target commission payment of $162,132. Mr. Downing can earn up to 200% of the annual incentive bonus portion of his non-equity incentive plan award. |

  97. Outstanding Equity Awards at Fiscal Year 2023 End Table

    Outstanding Equity Awards at Fiscal Year 2023 End Table

  98. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(#)(1) | Market Value of Shares or Units of Stock That Have Not Vested($)(2) | Equity incentive plan awards: Number of unearned shares, units, or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units, or other rights that have not vested ($)(5) | | Anil K. Singhal | 10/25/22 | 54,000 | 1,547,100 | | | | | 10/25/22 | | | 36,000(4) | 1,031,400 | | | 6/4/21 | 40,500 | 1,160,325 | | | | | 6/4/21 | | | 36,000(3) | 1,031,400 | | | 6/3/20 | 30,000 | 859,500 | | | | | 7/30/19 | 15,000 | 429,750 | | | | Michael Szabados | 10/25/22 | 31,500 | 902,475 | | | | | 10/25/22 | | | 18,000(4) | 515,700 | | | 6/4/21 | 23,625 | 676,856 | | | | | 6/4/21 | | | 21,000(3) | 601,650 | | | 6/3/20 | 17,500 | 501,375 | | | | | 7/30/19 | 8,750 | 250,688 | | | | Jean Bua | 10/25/22 | 27,000 | 773,550 | | | | | 10/25/22 | | | 18,000(4) | 515,700 | | | 6/4/21 | 20,750 | 594,488 | | | | | 6/4/21 | | | 18,000(3) | 515,700 | | | 6/3/20 | 15,000 | 429,750 | | | | | 7/30/19 | 7,500 | 214,875 | | | | John W. Downing | 10/25/22 | 27,000 | 773,550 | | 515,700 | | | 10/25/22 | | | 18,000(4) | | | | 6/4/21 | 20,750 | 594,488 | | | | | 6/4/21 | | | 18,000(3) | 515,700 | | | 6/3/20 | 15,000 | 429,750 | | | | | 7/30/19 | 7,500 | 214,875 | | |

  99. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | (1) Represents RSUs that vest based on service. The reported RSUs that were granted prior to September 12, 2019, were granted pursuant to the 2007 Plan and vest in four equal annual installments with the first installment vesting on the one-year anniversary of the grant date, provided that for the RSUs granted in fiscal year 2019, the first installment vested on August 20, 2019. The reported RSUs that were granted after September 12, 2019, were granted pursuant to the 2019 Plan and vest in four equal annual installments with the first installment vesting on the one-year anniversary of the grant date. |

  100. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | (2) Amounts shown represent the aggregate market value of RSUs that remained unvested under the awards as of March 31, 2023. The market value of the RSU awards was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2023, by the number of RSUs that remained unvested as of that date. The value shown above may not be indicative of the value realized on the date the RSUs vest due to variability in the share price of our common stock. |

  101. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | (3) The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index, at the end of a three-year measurement period ending on June 3, 2024. The target number of PSUs that may be earned is shown based on our stock price performance through the end of fiscal year 2023. For a summary of the performance vesting conditions for the PSUs, see section titled “Equity Awards” above. |

  102. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | (4) The reported PSUs were granted pursuant to the 2019 Plan and vest based on NetScout’s total shareholder return relative to that of the Russell 2000 Index, at the end of a three-year measurement period ending on October 25, 2025. The target number of PSUs that may be earned is shown based on our stock price performance through the end of fiscal year 2023. For a summary of the performance vesting conditions for the PSUs, see section titled “Equity Awards” above. |

  103. Outstanding Equity Awards at Fiscal Year 2023 End Table

    | (5) Amounts shown represent the aggregate payout value of PSUs that remained unvested under the awards as of March 31, 2023. The market value of the PSU awards was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on March 31, 2023, by the target number of PSUs that remained unvested as of that date. The value shown above may not be indicative of the value realized on the date the PSUs vest due to variability in the share price of our common stock. |

  104. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    Option Exercises and Stock Vested in Fiscal Year 2023 Table The following table sets forth option exercises and vested stock awards for each of our NEOs for the fiscal year ended March 31, 2023:

  105. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Anil K. Singhal | 15,000 | 529,500 | | | 15,000 | 529,500 | | | 13,500 | 477,225 | | | 15,000 | 532,800 | | Michael Szabados | 8,750 | 308,875 | | | 8,750 | 308,875 | | | 7,875 | 278,381 | | | 8,750 | 310,800 | | Jean Bua | 7,500 | 264,750 | | | 7,500 | 264,750 | | | 6,750 | 238,613 | | | 7,500 | 266,400 | | John W. Downing | 7,500 | 264,750 | | | 7,500 | 264,750 | | | 6,750 | 238,613 | | | 7,500 | 266,400 |

  106. Option Exercises and Stock Vested in Fiscal Year 2023 Table

    | (1) Value is calculated by multiplying the number of vested shares times the closing price of a share of our common stock on the vesting date. |

  107. Potential Payments Upon Termination or Change of Control

    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, 2023. The information is provided relative to the NEO’s termination or change of control arrangements as of the Record Date and assumes such arrangements were actually in effect as of March 31, 2023. The values relating to vesting of restricted stock unit awards are based upon a per share fair market value of our common stock of $28.65, the closing price reported on the Nasdaq Global Select Market on March 31, 2023. 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 following table, we have assumed that the respective NEO was terminated on March 31, 2023, and that such arrangements were actually in effect as of such date. Please refer to the heading “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.

  108. Potential Payments Upon Termination or Change of Control

    | Name | Termination Event* | Salary and Other Cash Payments ($) | Vesting of RSUs/PSUs ($)(2)(3) | Health and Dental Benefits ($) | | Anil K. Singhal | Termination without cause by NetScout at any time or termination by Mr. Singhal for any reason prior to or following a change of control | 1,841,018(1) | — | 150,000 | | | Death or Disability | — | 5,157,000 | — | | Michael Szabados | Termination without cause or resignation for good reason other than in the context of a change of control | 423,500(4) | — | — | | | Termination without cause or resignation for good reason within one year following a change of control | 687,510(5) | 952,613 | — | | | Death or Disability | — | 4,426,425 | — | | Jean Bua | Termination without cause or resignation for good reason other than in the context of a change of control | 402,215(4) | — | — | | | Termination without cause or resignation for good reason within one year following a change of control | 651,508(5) | 816,525 | — | | | Death or Disability | — | 3,029,738 | — | | John W. Downing | Termination without cause or resignation for good reason other than in the context of a change of control | 300,425(4) | — | | | | Termination without cause or resignation for good reason within one year following a change of control | 651,502(5) | 816,252 | — | | | Death or Disability | — | 3,029738 | — |

  109. Potential Payments Upon Termination or Change of Control

    | * All agreements 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. |

  110. Potential Payments Upon Termination or Change of Control

    | (1) See description of Mr. Singhal’s employment arrangement under “Post-Termination Compensation” for details regarding these potential payments. |

  111. Potential Payments Upon Termination or Change of Control

    | (2) Upon a termination without cause or a resignation for good reason within one year following a change in control, Ms. Bua and Messrs. Szabados and Downing are entitled to acceleration of certain unvested equity-based awards. All of such unvested equity-based awards with respect to such NEO are assumed to have accelerated as of March 31, 2023. There were no outstanding stock options for the NEOs on March 31, 2023. For vesting of RSUs and PSUs, the amount shown in this column represents the fair market value of unvested RSUs and PSUs based on $28.65, the closing price for our common stock on March 31, 2023. The amount of PSUs was calculated at target. |

  112. Potential Payments Upon Termination or Change of Control

    | (3) Upon death or disability, the 2019 Plan provides that if a participant’s service relationship with us or any of our affiliates 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. There |

  113. Potential Payments Upon Termination or Change of Control

    | were no outstanding stock options for the NEOs on March 31, 2023. For vesting of RSUs and PSUs, the amount shown in this column represents the fair market value of unvested RSUs and PSUs based on $28.65, the closing price for our common stock on March 31, 2023. The amount of PSUs was calculated at target. |

  114. Potential Payments Upon Termination or Change of Control

    | (4) Payments to be made in equal installments over a 12-month period following termination. In the event of death within the 12-month period, payments will be accelerated and made in a lump sum payment to the deceased’s estate within 30 days. |

  115. Potential Payments Upon Termination or Change of Control

    | (5) Represents a one-year current base salary plus the prorated amount of the officer’s annual incentive bonus target, based on the months elapsed in the year of termination (which may not be less than 50% of such officer’s annual incentive bonus target). This amount will be paid in equal installments over the 12-month period following termination. |

  116. CEO Pay Ratio

    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 our last completed fiscal year, which ended March 31, 2023:

  117. CEO Pay Ratio

    | ■ | The median of the annual total compensation of all employees (other than Mr. Singhal and including our consolidated subsidiaries) was approximately $173,237. |

  118. CEO Pay Ratio

    | ■ | Mr. Singhal’s annual total compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,509,598. |

  119. CEO Pay Ratio

    | ■ | Based on the above, for fiscal year 2023, the ratio of Mr. Singhal’s annual total compensation to the median of the annual total compensation of all employees was approximately 26.03 to 1. |

  120. CEO Pay Ratio

    This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the Exchange Act, 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. Consistent with the process we adopted for prior fiscal years, we used the following methodology to identify our median employee.

  121. CEO Pay Ratio

    | ■ | To determine our employee population, we included all full-time and part-time employees as of January 1, 2023. |

  122. CEO Pay Ratio

    | ■ | To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s annual base salary or wages for fiscal year 2023, the actual value of annual incentive or commission bonus awards, as applicable, earned for fiscal year 2023, and the aggregate grant date fair value of equity awards granted in fiscal year 2023 (using the same methodology we use for estimating the value of the equity awards granted to our NEOs and reported in the Summary Compensation Table). Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate. |

  123. CEO Pay Ratio

    | ■ | In making this determination, we annualized the compensation elements listed above for those employees who were employed by us for less than the entire fiscal year. |

  124. CEO Pay Ratio

    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 the Exchange Act, resulting in the median annual total compensation disclosed above.

  125. Pension Benefits Table for Fiscal Year 2023

    Pension Benefits Table for Fiscal Year 2023 The following table sets forth the payments or other benefits at, following, or in connection with retirement of our NEOs.

  126. Pension Benefits Table for Fiscal Year 2023

    | Name | Fiscal Year | Number of Years of Credited Service(#) | Present Value of Accumulated Benefit($) | Payments During Last Fiscal Year($) | | Anil K. Singhal | 2023 | 16.25 | 1,095,446 | — |

  127. Pension Benefits Table for Fiscal Year 2023

    In January of 2007, we entered into an agreement with Mr. Singhal that provides that for each completed year of service after the date of such agreement during which Mr. Singhal has provided services to the Company, Mr. Singhal shall accrue the right to receive 1.5 years of retirement benefits, not to exceed seven years in total. Total future severance payments are projected at $1,186,987. Mr. Singhal’s retirement benefits also include a projected $150,000 in payments for future health benefits. These benefits are an unfunded obligation. The present value of Mr. Singhal’s retirement benefits decreased from $1,237,949 in fiscal year 2022 to $1,095,446 in fiscal year 2023 as a result of a decrease in healthcare costs and a change in the discount rate applied.

  128. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023 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.

  129. Pay Versus Performance

    Pay Versus Performance As newly 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 “Compensation Discussion and Analysis.”

  130. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 2 | Average Summary Compensation Table Total for Non-PEO NEOs 3 | Average Compensation Actually Paid to Non-PEO NEOs 4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) 7 | Non- GAAP EPS 8 | | | | | | | Total Shareholder Return 5 | Peer Group Total Shareholder Return 6 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,509,598 | $3,588,493 | $2,342,184 | $1,866,295 | $121.04 | $135.40 | $59.6 | $2.18 | | 2022 | $3,908,422 | $4,553,782 | $2,077,840 | $2,418,447 | $135.53 | $161.07 | $35.9 | $1.84 | | 2021 | $2,926,747 | $3,528,997 | $1,547,070 | $1,864,924 | $118.97 | $156.36 | $19.4 | $1.70 |

  131. Pay Versus Performance

    | 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Singhal (our Co-Founder, President, Chief Executive Officer and Chairman of the Board) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal Year 2023.” |

  132. Pay Versus Performance

    | 2 | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Singhal, as defined and computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Singhal during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Singhal’s total compensation for each fiscal year to determine the compensation actually paid: |

  133. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO (c) | | 2023 | $4,509,598 | ($2,901,420) | $1,980,315 | $3,588,493 | | 2022 | $3,908,422 | ($2,504,520) | $3,149,880 | $4,553,782 | | 2021 | $2,926,747 | ($1,653,000) | $2,255,250 | $3,528,997 |

  134. Pay Versus Performance

    | (a) Represents the grant date fair value of equity awards granted in each fiscal year presented, as reported in the “Stock Awards” column of the Summary Compensation Table. |

  135. Pay Versus Performance

    | (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: |

  136. Pay Versus Performance

    | (i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |

  137. Pay Versus Performance

    | (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable fiscal year; |

  138. Pay Versus Performance

    | (iii) | for awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date; |

  139. Pay Versus Performance

    | (iv) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; |

  140. Pay Versus Performance

    | (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and |

  141. Pay Versus Performance

    | (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. |

  142. Pay Versus Performance

    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:

  143. Pay Versus Performance

    | Fiscal Year | (i) Year End Fair Value of Outstanding and Unvested Equity Awards | (ii) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (iii) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (vi) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $2,160,900 | ($351,225) | $0 | $170,640 | $0 | $0 | $1,980,315 | | 2022 | $2,747,880 | $352,800 | $0 | $49,200 | $0 | $0 | $3,149,880 | | 2021 | $1,689,600 | $404,100 | $0 | $161,550 | $0 | $0 | $2,255,250 |

  144. Pay Versus Performance

    | (c) Mr. Singhal has reached the maximum years of service credited under his pension benefits and thus we did not recognize a service cost for him during any of the covered fiscal years. Accordingly, while the present value of accumulated pension benefits for Mr. Singhal has declined since last year as a result of a decrease in healthcare costs and a change in the discount rate applied, there has been no reported change in the actuarial present value of Mr. Singhal’s pension benefits in the last three fiscal years and consequently, no pension benefit adjustments have been made in determining the compensation actually paid to Mr. Singhal during any of the covered fiscal years. |

  145. Pay Versus Performance

    | 3 | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding Mr. Singhal) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs (excluding Mr. Singhal) included for purposes of calculating the average amounts in each applicable year are as follows: Michael Szabados, Jean Bua, and John W. Downing. |

  146. Pay Versus Performance

    | 4 | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Singhal), as defined and computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Singhal) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Singhal) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  147. Pay Versus Performance

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,342,184 | ($1,504,005) | $1,028,116 | $1,866,295 | | 2022 | $2,077,840 | ($1,321,830) | $1,662,437 | $2,418,447 | | 2021 | $1,547,070 | ($872,417) | $1,190,271 | $1,864,924 |

  148. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  149. Pay Versus Performance

    | Fiscal Year | (i) Average Year End Fair Value of Equity Awards | (ii) Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | (iii) Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v) Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (vi) Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $1,123,425 | ($185,369) | $0 | $90,060 | $0 | $0 | $1,028,116 | | 2022 | $1,450,270 | $186,200 | $0 | $25,967 | $0 | $0 | $1,662,437 | | 2021 | $891,733 | $213,275 | $0 | $85,263 | $0 | $0 | $1,190,271 |

  150. Pay Versus Performance

    | 5 | Cumulative total shareholder return, or TSR, is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  151. Pay Versus Performance

    | 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq U.S. Benchmark Computer Services TR Index. |

  152. Pay Versus Performance

    | 7 | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  153. Pay Versus Performance

    | 8 | Non-GAAP EPS refers to the Company’s diluted EPS as adjusted to eliminate the GAAP effects of: (i) acquisitions by adding back deferred revenue revaluation and removing expenses related to the amortization of acquired intangible assets; (ii) share-based compensation; (iii) acquisition related-depreciation; (iv) compensation for post-combination services; (v) business development and integration costs; (vi) expenses tied to implementing new accounting standards; (vii) restructuring costs; (viii) reserved legal expenses related to a civil judgment; (ix) loss on extinguishment of debt; (x) change in fair value of contingent consideration; and (xi) income and expenses associated with transitional services agreements, all net of related income tax effects. The Company has determined that non-GAAP EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance. |

  154. Tabular List of Financial Performance Measures

    | Compensation Actually Paid and Cumulative TSR of the Company and Peer Group | Compensation Actually Paid and Net Income | | | | | Compensation Actually Paid and Non-GAAP EPS | | | | |

  155. Our Equity Award Practice is Carefully Designed to Attract and Retain, and Align Employee Incentive with Long-Term Value Creation

    | (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). |

  156. The Amended 2019 Plan Combines Compensation and Corporate Governance Best Practices

    | • | Limit on non-employee Director compensation. 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. |

  157. Non-Employee Director Compensation Limit

    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.