NetScout Systems (NTCT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 10, 2025, to elect four Class II Directors, approve executive compensation, amend the 2019 Equity Incentive Plan, and ratify the appointment of PricewaterhouseCoopers LLP as auditor.

• Proxy materials, including the annual report and voting instructions, are distributed to shareholders of record as of July 14, 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class II Directors for three-year terms, (2) advisory approval of executive compensation, (3) approval of the amended 2019 Equity Incentive Plan, and (4) ratification of PricewaterhouseCoopers LLP as auditor.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with only the CEO and former COO classified as non-independent.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are composed entirely of independent directors.

• The Board emphasizes diversity, with 30% women and 30% from underrepresented communities.

• Annual Board and committee assessments are conducted to ensure effectiveness and appropriate skill mix.

• Stockholder engagement is ongoing, with feedback incorporated into governance practices.