DEF 14A of Netscout Systems Inc, Jul 25, 2024

DEF 14A of Netscout Systems Inc

Filed Jul 25, 2024 · FY20240001193125-24-184865

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 environmental, social, and governance (“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

    Class I Director Nominee Biographies

  4. Michael Szabados

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

  5. 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. Our Compensation Committee periodically reviews and recommends to the Board the type and amount of cash and equity compensation for outside Directors. 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:

  6. 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 |

  7. 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. |

  8. Overview of Director Compensation Program

    In addition to the cash compensation described above, outside Directors are entitled to receive equity compensation. In fiscal year 2024, each outside Director then in service received a grant of restricted stock units with a grant date fair value of approximately $194,460 on September 14, 2023, 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 2024. 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. We did not make any changes to our Director compensation program in fiscal year 2024.

  9. 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.

  10. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table sets forth a summary of the compensation we paid to our outside Directors for service on our Board in fiscal year 2024.

  11. Director Compensation Table for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Robert E. Donahue | 106,000 | 194,460 | 300,460 | | John R. Egan | 126,000 | 194,460 | 320,460 | | Alfred Grasso | 88,000 | 194,460 | 282,460 | | Joseph G. Hadzima, Jr. | 93,000 | 194,460 | 287,460 | | Shannon Nash | 75,000 | 194,460 | 269,460 | | Marlene Pelage | 75,000 | 194,460 | 269,460 | | Christopher Perretta | 81,000 | 194,460 | 275,460 | | Susan L. Spradley(3) | 34,695 | — | 34,695 | | Vivian Vitale | 86,000 | 194,460 | 280,460 |

  12. Director Compensation Table for Fiscal Year 2024

    | (1) Amounts represent the aggregate dollar amount of fiscal year 2024 fees earned or paid in cash for services as a Director, including annual retainer fees and committee fees. |

  13. Director Compensation Table for Fiscal Year 2024

    | (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 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: 7,000; Ms. Pelage: 7,000; Mr. Perretta: 7,000; Ms. Spradley: 7,000; and Ms. Vitale: 7,000. |

  14. Director Compensation Table for Fiscal Year 2024

    | (3) Ms. Spradley’s service as a Director ended at the conclusion of the 2023 Annual Meeting. |

  15. Director Compensation Table for Fiscal Year 2024

    Our current executive officers and their ages as of July 1, 2024, are as follows:

  16. Director Compensation Table for Fiscal Year 2024

    | Executive Officer | Age | Position | | Anil K. Singhal | 70 | Co-Founder, President, Chief Executive Officer and Chairman of the Board | | Michael Szabados | 72 | Chief Operating Officer and Vice Chairman of the Board | | Jean Bua | 65 | Executive Vice President, Chief Financial Officer, Chief Accounting Officer, & Treasurer | | John W. Downing | 66 | Executive Vice President, Worldwide Sales |

  17. Director Compensation Table for Fiscal Year 2024

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

  18. Professional Experience and Biography

    Professional Experience and Biography

  19. 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. |

  20. 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. |

  21. 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. |

  22. 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. |

  23. 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. |

  24. Professional Experience and Biography

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

  25. John W. Downing

    John W. Downing

  26. John W. Downing

    | | Executive Vice President, Worldwide Sales |

  27. Professional Experience and Biography

    Professional Experience and Biography

  28. 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. |

  29. 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. |

  30. 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. |

  31. Professional Experience and Biography

    This Compensation Discussion and Analysis, or CD&A, describes our fiscal year 2024 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 2024 compensation program, the compensation decisions made by the Compensation Committee under our fiscal year 2024 compensation program, and the factors that the Compensation Committee considered and the process it followed in making those decisions. For fiscal year 2024, our NEOs consisted of our four current executive officers:

  32. 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 |

  33. 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 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, artificial intelligence and business analytics advancements, and the 5G technology evolution in both the service provider and enterprise customer verticals. Corporate Performance Overview Strong Cybersecurity revenue growth continued to be a highlight for NetScout as customers prioritized cybersecurity spending amid heightened geopolitical tensions and the expanding cyber threat landscape. During fiscal year 2024, NetScout achieved solid double digit revenue growth on both a GAAP and non-GAAP basis in our cybersecurity offering area across both the enterprise and service provider customer verticals. This strength, however, was considerably offset by the constrained customer spending environment affecting our service assurance offerings, primarily related to our domestic service provider customers. This dynamic resulted in revenue declining year-over-year. While our fiscal year 2024 GAAP operating performance included non-cash goodwill impairment charges that led to a net loss per share for fiscal year 2024, our diligent cost containment actions and flexible cost structure contributed to non-GAAP earnings per share growth year over year. From a strategic perspective, and looking forward to fiscal year 2025, we are encouraged by the momentum in our cybersecurity offerings. Given lingering headwinds in the domestic service provider vertical of our service assurance offering, we have begun to take further actions that will enhance our focus on cybersecurity. We also plan to continue to align our cost structure with the current demand environment as we seek to execute on our strategic priorities, preserve earnings for shareholders, and position NetScout for long-term success.

  34. Net Income/Loss and Net Income/Loss Per Share(1)

    Executive Summary: Fiscal Year 2024 Executive Compensation Highlights Our executive compensation program is structured to provide strong pay-for-performance alignment. As discussed in detail below, for the fiscal year 2024 annual incentive bonus awards, the Compensation Committee approved, and the Board approved with respect to the CEO, establishing a total non-GAAP revenue target range of $915 million to $945 million and a non-GAAP diluted EPS target range of between $2.20 and $2.32. Additionally, the Compensation Committee approved, and the Board approved with respect to the CEO, establishing a goal of growing non-GAAP cybersecurity revenue by 5% to 10% in fiscal year 2024 as compared to fiscal year 2023. NetScout met the non-GAAP diluted EPS target by achieving $2.20 per diluted share, and greatly exceeded the non-GAAP cybersecurity revenue target by delivering year-over-year growth of 15.3%, while missing the total revenue non-GAAP target by delivering $829.5 million in total non-GAAP revenue. Based on these results, annual bonus payouts would have been earned at 70% of target. However, the Compensation Committee and the Board with respect to the CEO determined to exercise negative discretion and provided each NEO a bonus of 50% of target, in light of the Company’s overall performance in fiscal year 2024 and the failure to meet the total non-GAAP revenue goal. Consistent with our pay-for-performance philosophy and as more fully described below, for fiscal year 2024, we:

  35. Net Income/Loss and Net Income/Loss Per Share(1)

    | | Increased target bonus opportunities by 20% to provide for more market competitive short-term incentive opportunities representing a target bonus percentage increase for the first time since fiscal year 2020 |

  36. Net Income/Loss and Net Income/Loss 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 |

  37. Net Income/Loss and Net Income/Loss Per Share(1)

    | | Reduced the aggregate number of shares subject to each NEO’s annual equity awards by 15-20%. This reduction was made in part to help manage the Company’s equity use and dilution and in part to ensure that there were sufficient shares to grant to the broader employee base |

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

    | | Based on actual results, annual incentive bonus payouts would have been earned at 70% of target. However, the Compensation Committee and the Board with respect to the CEO determined to exercise negative discretion and provided each NEO a bonus of 50% of target, in light of the Company’s overall performance in fiscal year 2024 and the failure to meet the total non-GAAP revenue goal |

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

    | | Approved a payout of 56% of target for PSUs granted in fiscal year 2022 based on NetScout’s TSR performance relative to the Russell 2000 Index |

  40. Net Income/Loss and Net Income/Loss 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 |

  41. Net Income/Loss and Net Income/Loss 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, 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. | | 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. |

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

    | 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 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 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 2024, 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. |

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

    | 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 2024 peer group. |

  44. Net Income/Loss and Net Income/Loss Per Share(1)

    Base Salaries and Target Bonus Amounts In June 2023, after reviewing Company and individual NEO performance in fiscal year 2023, as well as peer group market data, the Compensation Committee and the Board determined that the fiscal year 2023 base salaries of our NEOs were appropriate and would remain unchanged for fiscal year 2024. The Compensation Committee considered that the target total cash compensation for each NEO other than the CEO was between 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. This consideration, in addition to the performance of the NEOs, resulted in the Compensation Committee (and the Board with respect to the CEO) approving an increase in target bonus opportunity that amounted to a 20% year-over-year increase. We believe that such increase reinforces our commitment to pay-for-performance, as we believe the design of our executive bonus plan supports both our short- and long-term performance given non-GAAP revenue growth is part of our long-term strategic plan. The bonus opportunity cap remained at 200% of each NEO’s target bonus amount.

  45. Net Income/Loss and Net Income/Loss Per Share(1)

    | | FY23 Base | FY24 Base | FY23 Target Bonus | FY24 Target Bonus | FY23 Sum of Base Salary plus Target | FY24 Sum of Base Salary plus Target | | Named Executive Officer | Salary | Salary | Amount | Amount | Bonus | Bonus | | Anil K. Singhal | $594,825 | $594,825 | $539,328 | $647,194 | $1,134,153 | $1,242,019 | | Michael Szabados | $423,500 | $423,500 | $264,010 | $316,812 | $687,510 | $740,312 | | Jean Bua | $402,215 | $402,215 | $249,293 | $299,151 | $651,508 | $701,366 | | John W. Downing (1) | $300,245 | $300,245 | $351,257 | $421,508 | $651,502 | $721,753 |

  46. Net Income/Loss and Net Income/Loss Per Share(1)

    | (1) The information presented for Mr. Downing under each of the “FY23 Bonus Target Amount” and “FY24 Bonus Target Amount” columns includes both (i) a target bonus amount under the FY24 Bonus Plan (as defined below) and (ii) a target bonus amount under Mr. Downing’s commission incentive plan. |

  47. Net Income/Loss and Net Income/Loss Per Share(1)

    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 2024 bonus payouts 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 2024 (the “FY24 Bonus Plan”) would be determined based on three variables:

  48. Net Income/Loss and Net Income/Loss Per Share(1)

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

  49. Corporate Performance Goals and Achievement

    Corporate Performance Goals and Achievement In June 2023, the Compensation Committee for our NEOs other than the CEO, and the Board, for our CEO, adopted the FY24 Bonus Plan, which was comprised of three financial performance goals (the same goals used for our fiscal year 2023 bonus plan): (i) non-GAAP EPS; (ii) total non-GAAP revenue; and (iii) year-over-year cybersecurity non-GAAP revenue growth. The Compensation Committee and the Board continued to utilize these goals for fiscal year 2024 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, however they adjusted the weight of two of the goals to better align with the Company’s focus. For fiscal year 2024, the weighting of the non-GAAP EPS goal was reduced from 60% to 50% and the weighting of the total non-GAAP revenue goal was increased from 30% to 40% to reflect the Company’s ongoing strategic focus on non-GAAP revenue growth; the weighting of the year-over-year non-GAAP cybersecurity revenue growth goal remained at 10%. The Compensation Committee and the Board set the fiscal year 2024 financial performance goals at levels above our fiscal year 2023 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 June 2023 and the actual levels achieved, calculated in accordance with the FY24 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 actual achievement of each of our bonus criteria, as shown below, payouts under the FY24 Bonus Plan would have been earned at 70% of target. However, the Compensation Committee and the Board determined to exercise negative discretion and provided each NEO a bonus of 50% of target, in light of the Company’s overall performance in fiscal year 2024 and the failure to meet the total non-GAAP revenue goal.

  50. Corporate Performance Goals and Achievement

    | Performance Levels (% of Attainment) | Non- GAAP EPS(1) (Weighted 50%) | Total Non-GAAP Revenue (millions) (Weighted 40%) | Cyber Security Non-GAAP Revenue Growth (Weighted 10%) | | Minimum (100%) | $2.20 | $915 | 5% | | Maximum (200%) | $2.32 | $945 | 10% | | Actual | $2.20 | $829.5 | 15.3% | | % Attainment | 100% | 0% | 200% | | % Weighted Attainment | 50% | 0% | 20% | | Total Potential Payout 70% | | | | | Total Actual Payout After Negative Discretion Applied 50% | | | |

  51. Corporate Performance Goals and Achievement

    | (1) Non-GAAP adjustments exclude the expenses related to the amortization of acquired intangible assets; share-based compensation; acquisition related depreciation; restructuring costs; legal (benefit) expenses related to a civil judgment; goodwill impairment; gain on divestiture of a business; and change in fair value of derivative instrument, all net of related income tax effects. Please see Appendix A for GAAP to non-GAAP reconciliations. |

  52. Corporate Performance Goals and Achievement

    Annual Incentive Bonus Payout Amounts Below are each NEO’s target and approved payouts under the FY24 Bonus Plan based on the achievements set forth above.

  53. Corporate Performance Goals and Achievement

    | Named Executive Officer | FY24 Target Bonus Payout | Percent of Target Bonus Payout Awarded | FY24 Actual Bonus Payout(1) | | Anil K. Singhal | $647,194 | 50% | $323,585 | | Michael Szabados | $316,812 | 50% | $158,410 | | Jean Bua | $299,151 | 50% | $149,584 | | John W. Downing (2) | $227,614 | 50% | $113,823 |

  54. Corporate Performance Goals and Achievement

    | (1) The amounts disclosed in the “FY24 Actual Bonus Payout” column may differ from the product of the amounts disclosed in the “FY24 Target Bonus Payout” and “Percent of Target Bonus Payout Awarded” columns due to rounding. |

  55. Corporate Performance Goals and Achievement

    | (2) Mr. Downing’s annual cash incentive compensation for fiscal year 2024 consisted of two components: (1) an annual incentive bonus award with a target payout level of approximately 76% of his base salary based on achievement of the goals under the FY24 Bonus Plan, which is reflected in this table; and (2) an annual sales commission bonus award with a target payout level of approximately 65% of his base salary based on his sales performance. In addition to his payout under the FY24 Bonus Plan reflected in this table, Mr. Downing’s actual earned sales commission bonus for fiscal year 2024 was $154,828, representing 51.6% of his base salary, based on his sales performance during fiscal year 2024. 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. |

  56. Corporate Performance Goals and Achievement

    Long-Term Equity Awards

  57. Long-Term Incentives

    Long-Term Incentives In fiscal year 2024, 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:

  58. 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. |

  59. 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. |

  60. 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 2024 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.

  61. Restricted Stock Units Granted in Fiscal Year 2024

    Restricted Stock Units Granted in Fiscal Year 2024 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 2024 to the NEOs. The Compensation Committee, for our NEOs other than our CEO, and the Board, for our CEO, approved a 20% year-over-year reduction to the number of total shares subject to the long-term incentive awards granted to each NEO (other than Mr. Szabados, for whom the Compensation Committee approved a 15% year-over-year reduction in such shares). These reductions were made in part to help manage the company’s equity use and dilution and in part to ensure that there were sufficient shares to grant to the broader employee base.

  62. Restricted Stock Units Granted in Fiscal Year 2024

    | Name | Performance Stock Units | Restricted Stock Units | Total | Grant Date Fair Value | | Anil K. Singhal | 28,800 | 43,200 | 72,000 | $1,830,096 | | Michael Szabados | 16,800 | 25,200 | 42,000 | $1,067,556 | | John W. Downing | 14,400 | 21,600 | 36,000 | $915,048 | | Jean Bua | 14,400 | 21,600 | 36,000 | $915,048 |

  63. Performance Stock Units Granted in Fiscal Year 2024

    Performance Stock Units Granted in Fiscal Year 2024 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 June 15, 2023 and ending on June 14, 2026 (the “FY24 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 FY24 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 FY24 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. The payout of shares resulting from the PSUs cannot be more than 100% of the NEO’s target amount.

  64. Performance Stock Units Granted in Fiscal Year 2024

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

  65. Performance Stock Units Granted in Fiscal Year 2022

    Performance Stock Units Granted in Fiscal Year 2022 In June 2022, the Compensation Committee granted PSUs (“FY22 PSUs”), which were measured over and paid out after a three-year performance period, beginning on June 4, 2021 and ending on June 3, 2024 (the “FY22 PSU Measurement Period”), using the same performance criteria as the PSUs granted in fiscal year 2024, except with respect to the measurement period. NetScout’s TSR was 17% below the target performance level, which resulted in the payout of shares being reduced by 34% and a total payout of 56%. The following table shows the payout of each of our NEO’s FY22 PSUs.

  66. Performance Stock Units Granted in Fiscal Year 2022

    | Name | Target Performance Stock Units | Payout Percentage | Performance Stock Units | | Anil K. Singhal | 36,000 | 56% | 20,160 | | Michael Szabados | 21,000 | 56% | 11,760 | | John W. Downing | 18,000 | 56% | 10,080 | | Jean Bua | 18,000 | 56% | 10,080 |

  67. Performance Stock Units Granted in Fiscal Year 2022

    Post-Termination Compensation

  68. 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 $1,336,987 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 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

  69. Acceleration Upon Death or Disability

    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 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. 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.

  70. 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.

  71. Role of Compensation Consultants

    Role of Compensation Consultants In fiscal year 2024, 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.

  72. 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 2024 Peer Group” below for more information.

  73. 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 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 and the Board with respect to the 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 non-GAAP 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 2024 Peer Group

  74. 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 0.4 to 2.5 times that of NetScout. 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. Our fiscal year 2024 peer group consisted of the 18 companies set forth in the table below. At the time the Compensation Committee approved this peer group for fiscal year 2024, our revenue and market capitalization were 6% and 5% below the peer group median, respectively.

  75. Peer Group

    | NetScout’s Peer Group For Fiscal Year 2024 | | | | ACI Worldwide, Inc. (ACIW) | Extreme Networks Inc. (EXTR) | Rapid7, Inc. (RPD) | | Blackbaud, Inc. (BLKB) | Infinera Corporation (INFN) | SecureWorks Corp. (SCWX) | | Box, Inc. (BOX) | InterDigital, Inc. (IDCC) | Tenable Holdings, Inc. (TENB) | | Calix, Inc. (CALX) | National Instruments Corp. (NATI) | Verint Systems Inc. (VRNT) | | Commvault Systems, Inc. (CVLT) | NETGEAR, Inc. (NTGR) | ViaSat Inc. (VSAT) | | Everbridge, Inc. (EVBG) | PTC Inc. (PTC) | Viavi Solutions Inc. (VIAV) |

  76. Peer Group

    For fiscal year 2025, we revised our peer group to (i) exclude National Instruments Corporation, which was acquired by Emerson Electric Co., and PTC Inc., based on market capitalization considerations, and (ii) add A10 Networks, Inc., ADTRAN Holdings, Inc., and Harmonic Inc., based on their comparability in terms of revenue, market capitalization, and technology focus. These changes align NetScout closer to the median revenue and market capitalization of the fiscal year 2025 peer group. Regulatory Requirements and Risk Management

  77. 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. |

  78. 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. |

  79. 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. |

  80. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024

  81. Summary Compensation Table for Fiscal Year 2024

    | 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 | 2024 | 594,825 | 1,830,096 | 323,585 | — | 104,460 | 2,852,966 | | Co-Founder, President, Chief Executive Officer and Chairman of the Board | 2023 | 594,825 | 2,901,420 | 911,464 | — | 101,889 | 4,509,598 | | | 2022 | 577,500 | 2,504,520 | 725,611 | — | 100,791 | 3,908,422 | | Michael Szabados | 2024 | 423,500 | 1,067,556 | 158,410 | — | 28,926 | 1,678,392 | | Chief Operating Officer and Vice Chairman of the Board | 2023 | 423,500 | 1,610,595 | 446,177 | — | 27,454 | 2,507,726 | | | 2022 | 423,500 | 1,460,970 | 365,854 | — | 22,504 | 2,272,828 | | Jean Bua | 2024 | 402,215 | 915,048 | 149,584 | — | 20,568 | 1,487,415 | | Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer | 2023 | 402,215 | 1,450,710 | 421,305 | — | 16,063 | 2,290,293 | | | 2022 | 390,500 | 1,252,260 | 335,398 | — | 14,510 | 1,992,668 | | John W. Downing(5) | 2024 | 300,245 | 915,048 | 268,651 | — | 22,688 | 1,506,632 | | Executive Vice President, Worldwide Sales Operations | 2023 | 300,245 | 1,450,710 | 460,778 | — | 17,063 | 2,228,796 | | | 2022 | 291,500 | 1,252,260 | 407,597 | — | 16,666 | 1,968,023 |

  82. Summary Compensation Table for Fiscal Year 2024

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

  83. Summary Compensation Table for Fiscal Year 2024

    | (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. |

  84. Summary Compensation Table for Fiscal Year 2024

    | (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. |

  85. Summary Compensation Table for Fiscal Year 2024

    | (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. |

  86. Summary Compensation Table for Fiscal Year 2024

    | (5) 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 year ended March 31, 2024, 2023, and 2022. |

  87. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth grants of plan-based awards to each of our NEOs for the fiscal year ended March 31, 2024:

  88. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | 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 | 6/15/23 | RSU | | | | | | | 43,200 | 1,266,192 | | | 6/15/23 | PSU | | | | 576 | 28,800 | — | | 563,904 | | | | Cash | — | 647,194 | 1,294,388 | | | | | | | Michael Szabados | 6/15/23 | RSU | | | | | | | 25,200 | 738,612 | | | 6/15/23 | PSU | | | | 336 | 16,800 | — | | 328,944 | | | | Cash | — | 316,812 | 633,624 | | | | | | | Jean Bua | 6/15/23 | RSU | | | | | | | 21,600 | 633,096 | | | 6/15/23 | PSU | | | | 288 | 14,400 | — | | 281,952 | | | | Cash | — | 299,151 | 598,302 | | | | | | | John W. Downing | 6/15/23 | RSU | | | | | | | 21,600 | 633,096 | | | 6/15/23 | PSU | | | | 288 | 14,400 | — | | 281,952 | | | | Cash | — | 421,508(5) | 649,122 | | | | | |

  89. Grants of Plan-Based Awards in Fiscal Year 2024

    | (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. |

  90. Grants of Plan-Based Awards in Fiscal Year 2024

    | (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 June 15, 2026. For a summary of the performance vesting conditions for fiscal year 2024, see section titled “Equity Awards” above |

  91. Grants of Plan-Based Awards in Fiscal Year 2024

    | (3) The reported RSUs were granted pursuant to the 2019 Plan and vest in four equal annual installments with the first installment vesting on June 15, 2024. |

  92. Grants of Plan-Based Awards in Fiscal Year 2024

    | (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. |

  93. Grants of Plan-Based Awards in Fiscal Year 2024

    | (5) Represents a target annual incentive bonus of $227,614 and target commission payment of $193,894. Mr. Downing can earn up to 200% of the annual incentive bonus portion of his non-equity incentive plan award. |

  94. Outstanding Equity Awards at Fiscal Year 2024 End Table

    Outstanding Equity Awards at Fiscal Year 2024 End Table

  95. Outstanding Equity Awards at Fiscal Year 2024 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($)(2) | Equity incentive plan awards: Number of unearned shares, units, or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units, or other rights that have not vested ($)(3) | | Anil K. Singhal | 06/15/23 | 43,200 | 943,488 | | | | | 06/15/23 | | | 28,800(4) | 628,992 | | | 10/25/22 | 40,500 | 884,520 | | | | | 10/25/22 | | | 720(5) | 15,725 | | | 6/4/21 | 27,000 | 589,680 | | | | | 6/4/21 | 20,160(6) | 440,294 | | | | | 6/3/20 | 15,000 | 327,600 | | | | Michael Szabados | 06/15/23 | 25,200 | 550,368 | | | | | 06/15/23 | | | 16,800(4) | 366,912 | | | 10/25/22 | 23,625 | 515,970 | | | | | 10/25/22 | | | 420(5) | 9,173 | | | 6/4/21 | 15,750 | 343,980 | | | | | 6/4/21 | 11,760(6) | 256,838 | | | | | 6/3/20 | 8,750 | 191,100 | | | | Jean Bua | 06/15/23 | 21,600 | 471,744 | | | | | 06/15/23 | | | 14,400(4) | 314,496 | | | 10/25/22 | 20,250 | 442,260 | | | | | 10/25/22 | | | 360(5) | 7,862 | | | 6/4/21 | 13,500 | 294,840 | | | | | 6/4/21 | 10,080(6) | 220,147 | | | | | 6/3/20 | 7,500 | 163,800 | | | | John W. Downing | 06/15/23 | 21,600 | 471,744 | | | | | 06/15/23 | | | 14,400(4) | 314,496 | | | 10/25/22 | 20,250 | 442,260 | | | | | 10/25/22 | | | 360(5) | 7,862 | | | 6/4/21 | 13,500 | 294,840 | | | | | 6/4/21 | 10,080(6) | 220,147 | | | | | 6/3/20 | 7,500 | 163,800 | | |

  96. Outstanding Equity Awards at Fiscal Year 2024 End Table

    | (1) Represents RSUs that vest based on service. The RSUs 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. |

  97. Outstanding Equity Awards at Fiscal Year 2024 End Table

    | (2) Amounts shown represent the aggregate market value of RSUs that remained unvested under the awards as of March 31, 2024. 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 28, 2024 (the last trading day of fiscal year 2024), by the number of RSUs that remained unvested as of March 31, 2024. 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. |

  98. Outstanding Equity Awards at Fiscal Year 2024 End Table

    | (3) 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 28, 2024, (the last trading day of fiscal year 2024) by the number of PSUs disclosed in this table that remained unvested as of March 31, 2024. 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. |

  99. Outstanding Equity Awards at Fiscal Year 2024 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 June 15, 2026. For a summary of the performance vesting conditions for the PSUs, see section titled “Equity Awards” above. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2024 and reflect vesting at the target amount, as the Company’s performance through the last day of fiscal year 2024 exceeded the threshold performance level for such PSUs. The actual number of shares that will vest ranges from 2% to 100% of the target amount (assuming threshold performance is achieved), subject to completion of the applicable measurement period. |

  100. Outstanding Equity Awards at Fiscal Year 2024 End Table

    | (5) 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 the PSUs, see section titled “Equity Awards” above. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2024 and reflect vesting at the threshold amount, as the Company’s performance through the last day of fiscal year 2024 was below the threshold performance level for such PSUs. The actual number of shares that will vest ranges from 2% to 100% of the target amount (assuming threshold performance is achieved), subject to completion of the applicable measurement period. |

  101. Outstanding Equity Awards at Fiscal Year 2024 End Table

    | (6) 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. For a summary of the performance vesting conditions for the PSUs, see section titled “Equity Awards” above. The number of PSUs disclosed in the table above were unvested as of the last day of fiscal year 2024 and reflect the actual number of PSUs earned following the completion of the measurement period. |

  102. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    Option Exercises and Stock Vested in Fiscal Year 2024 Table The following table sets forth option exercises and vested stock awards for each of our NEOs for the fiscal year ended March 31, 2024:

  103. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Anil K. Singhal | 15,000 | 469,650 | | | 13,500 | 422,685 | | | 15,000 | 424,650 | | | 13,500 | 302,400 | | Michael Szabados | 8,750 | 273,963 | | | 7,875 | 246,566 | | | 8,750 | 247,713 | | | 7,875 | 176,400 | | Jean Bua | 7,500 | 234,825 | | | 6,750 | 211,343 | | | 7,500 | 212,325 | | | 6,750 | 151,200 | | John W. Downing | 7,500 | 234,825 | | | 6,750 | 211,343 | | | 7,500 | 212,325 | | | 6,750 | 151,200 |

  104. Option Exercises and Stock Vested in Fiscal Year 2024 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. |

  105. Pension Benefits Table for Fiscal Year 2024

    Pension Benefits Table for Fiscal Year 2024 The following table sets forth the payments or other benefits at, following, or in connection with retirement of our NEOs.

  106. Pension Benefits Table for Fiscal Year 2024

    | Name | Fiscal Year | Number of Years of Credited Service(#) | Present Value of Accumulated Benefit($) | Payments During Last Fiscal Year($) | | Anil K. Singhal | 2024 | 17.25 | 1,095,446 | — |

  107. Pension Benefits Table for Fiscal Year 2024

    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 remained the same at $1,095,446 in fiscal year 2024.

  108. Non-Qualified Deferred Compensation for Fiscal Year 2024

    Non-Qualified Deferred Compensation for Fiscal Year 2024 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.

  109. 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, 2024. The values relating to vesting of restricted stock unit awards are based upon a per share fair market value of our common stock of $21.84, the closing price reported on the Nasdaq Global Select Market on March 28, 2024 (the last trading day of fiscal year 2024). 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, 2024, 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.

  110. 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 | — | 2,745,288 | — | | 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 | 740,312(5) | 672,672 | — | | | Death or Disability | — | 1,601,418 | — | | 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 | 701,366(5) | 576,576 | — | | | Death or Disability | — | 1,372,644 | — | | John W. Downing | Termination without cause or resignation for good reason other than in the context of a change of control | 300,245(4) | — | | | | Termination without cause or resignation for good reason within one year following a change of control | 721,753(5) | 576,576 | — | | | Death or Disability | — | 1,372,644 | — |

  111. 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. |

  112. 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. |

  113. 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. There were no outstanding stock options for the NEOs on March 31, 2024. For vesting of such unvested equity-based awards, the amount shown in this column represents the fair market value of such equity-based awards based on $21.84, the closing price for our common stock on March 28, 2024 (the last trading day of fiscal year 2024). |

  114. Potential Payments Upon Termination or Change of Control

    | (3) The 2019 Plan provides that, unless otherwise provided in the applicable award agreement, 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 were no outstanding stock options for the NEOs on March 31, 2024, and all PSUs held by the NEOs will be forfeited after a termination of service due to death or disability pursuant to the applicable PSU award agreements. For vesting of RSUs, the amount shown in this column represents the fair market value of unvested RSUs based on $21.84, the closing price for our common stock on March 28, 2024 (the last trading day of fiscal year 2024). |

  115. 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 |

  116. 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. |

  117. 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.” We have used the same median employee we identified for the fiscal year 2023 disclosure as there has not been a material change in our employee population or employee compensation arrangements since fiscal year 2023 that we reasonably believe would result in a significant change in our pay ratio disclosure. For our last completed fiscal year, which ended March 31, 2024, a re-calculation of the median employee’s 2024 annual total compensation was conducted as required:

  118. CEO Pay Ratio

    | ■ | The median of the annual total compensation of all employees (other than Mr. Singhal and including our consolidated subsidiaries) was approximately $144,295. |

  119. CEO Pay Ratio

    | ■ | Mr. Singhal’s annual total compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $2,852,966. |

  120. CEO Pay Ratio

    | ■ | Based on the above, for fiscal year 2024, the ratio of Mr. Singhal’s annual total compensation to the median of the annual total compensation of all employees was approximately 19.77 to 1. |

  121. 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.

  122. Pay Versus Performance

    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 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.”

  123. Pay Versus Performance

    | 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) | | 2024 | $2,852,966 | $520,595 | $1,557,480 | $339,596 | $92.27 | $171.22 | ($ 147.7 ) | $2.20 | | 2023 | $4,509,598 | $3,588,493 | $2,342,272 | $1,866,383 | $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 |

  124. Pay Versus Performance

    | 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Singhal (our Chairman, President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal Year 2024.” |

  125. 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: |

  126. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO (c) | | 2024 | $2,852,966 | ($1,830,096) | ($502,275) | $520,595 | | 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 |

  127. 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. |

  128. Pay Versus Performance

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

  129. 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; |

  130. 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; |

  131. 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; |

  132. 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; |

  133. 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 |

  134. 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. |

  135. 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:

  136. Pay Versus Performance

    | 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 | | 2024 | $1,144,800 | ($1,574,505) | $0 | ($72,570) | $0 | $0 | ($502,275) | | 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 |

  137. 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. |

  138. 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. |

  139. 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: |

  140. Pay Versus Performance

    | 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 | | 2024 | $1,557,480 | ($965,884) | ($252,000) | $339,596 | | 2023 | $2,342,272 | ($1,504,005) | $1,028,116 | $1,866,383 | | 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 |

  141. Pay Versus Performance

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

  142. Pay Versus Performance

    | 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 | | 2024 | $604,200 | ($817,899) | $0 | ($38,301) | $0 | $0 | ($252,000) | | 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 |

  143. 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. |

  144. 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. |

  145. 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. |

  146. 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) restructuring charges; (vii) goodwill impairment (viii) legal (benefit) expense related to civil judgments; (ix) gain on divestiture of a business; (x) loss on extinguishment of debt; (xi) change in fair value of contingent consideration; and (xii) change in fair value of derivative instrument, 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. |

  147. 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 | | | | |

  148. 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). |

  149. 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. |

  150. 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.