NetScout Systems (NTCT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 9, 2026, with proposals including director elections, executive compensation, equity plan amendments, and auditor ratification.

• The company reported $860 million in revenue for FY2026, a 4% increase, with cybersecurity revenue up 8%.

• Executive compensation is closely tied to performance, with 77% of CEO pay at risk and significant use of performance-based equity.

• The board recommends voting for all proposals, including amendments to the equity incentive and employee stock purchase plans.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors, approving executive compensation, amending the 2019 Equity Incentive Plan, amending the 2011 Employee Stock Purchase Plan, and ratifying KPMG LLP as the new auditor.

• The board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• The board is majority independent, with 8 of 10 directors classified as independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are fully independent.

• Board diversity is emphasized, with 33% women and 33% from underrepresented communities.

• Regular board and committee assessments, succession planning, and stockholder engagement are ongoing.

• No poison pill is in place, and there is a majority voting policy for directors.