Alfred Grasso
NETSCOUT SYSTEMSAbout Alfred Grasso
Independent director since April 2018; age 66; former President & CEO of The MITRE Corporation (2006–2017). Current committee roles: Compensation Committee member, Nominating & Corporate Governance Committee member, and Finance Committee Chair. The Board determined Grasso is independent under Nasdaq standards; there are no family relationships or other ties that impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The MITRE Corporation | President & Chief Executive Officer | 2006–2017 | Led federally funded R&D centers; government-sector expertise |
| The MITRE Corporation | Consultant (post-CEO) | Post-2017 | Ongoing advisory capacity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverside Research (Board of Trustees) | Trustee; Chair, Special Program Committee; Member, Compensation Committee | Since 2019 | Governance and comp oversight experience |
| AFCEA International | Permanent Director; Executive Committee member; Former Chair (2012–2014), Vice Chair (2010–2012) | Ongoing; past leadership | Industry network; defense/technology governance |
| Virginia Academy of Science, Engineering and Medicine | Board member | Ongoing | STEM policy and governance |
| National GEM Consortium | Former President of the Board | Historical | DEI in STEM governance |
| Various university advisory boards (Stevens SERC, UVA Systems Engineering, Howard CEACS) | Advisory board member | Historical | Academic-industry interface |
| George Mason University Foundation; Northern Virginia Technology Council | Trustee/member | Historical | Nonprofit and regional tech governance |
Board Governance
- Committee assignments: Compensation; Nominating & Corporate Governance; Finance (Chair) .
- Committee independence: all current members of these committees are independent; FY25 meetings—Compensation (5; 100% avg attendance), Nominating & Corporate Governance (4; 100%), Finance (1; 100%) .
- Board attendance and engagement: Board met six times in FY25; all directors attended at least 75% of aggregate Board and committee meetings; average Board/committee attendance 96%; eight of ten directors attended 2024 annual meeting .
- Risk oversight: Board and committees oversee ERM, cybersecurity, human capital, succession; Audit receives quarterly CIO/CISO reports; Compensation monitors incentive risk; Nominating & Corporate Governance oversees governance and ESG .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees (Director + Committee retainers) ($) | 88,000 | 88,000 |
| Equity RSU Grant – Fair Value ($) | 194,460 (7,000 RSUs; 9/14/2023) | 136,710 (7,000 RSUs; 9/12/2024) |
| Total Director Compensation ($) | 282,460 | 224,710 |
| Director Cash & Committee Rates (reference) | Board Chair $95,000; Member $60,000; Audit Chair $30,000/Member $15,000; Compensation Chair $20,000/Member $10,000; Nominating Chair $12,000/Member $6,000; Finance Chair $12,000/Member $6,000 | Same FY25 schedule (no changes) |
Notes: NTCT compensates independent directors only; no perquisites for directors; robust stock ownership guidelines; hedging and pledging prohibited .
Performance Compensation
- Director equity is time-based (full-value RSUs) with attendance-linked vesting; no performance-based director equity awards .
| Attribute | FY2024 | FY2025 |
|---|---|---|
| RSU Grant | 7,000 RSUs (grant date fair value $194,460) | 7,000 RSUs (grant date fair value $136,710) |
| Vesting Conditions | Vests on first anniversary if director attends ≥75% aggregate Board/committee meetings; otherwise vests at third anniversary | Same attendance condition and vest timing |
Compensation Committee program oversight (signals for investors):
- Annual executive bonus plan metrics and outcomes:
| Executive Bonus Metrics (Company-wide) | FY2024 Target Range / Weight | FY2024 Actual / Attainment | FY2024 Weighted Attainment | FY2025 Target Range / Weight | FY2025 Actual / Attainment | FY2025 Weighted Attainment |
|---|---|---|---|---|---|---|
| Non-GAAP Diluted EPS | $2.20–$2.32 / 50% | $2.20 / 100% | 50% | $2.10–$2.30 / 40% | $2.22 / 160% | 64% |
| Total Non-GAAP Revenue (mm) | $915–$945 / 40% | $829.5 / 0% | 0% | $800–$830 / 40% | $822.7 / 176% | 70.4% |
| Non-GAAP Cybersecurity Revenue Growth (YoY) | 5%–10% / 10% | 15.3% / 200% | 20% | 10%–15% / 20% | 7% / 0% | 0% |
| Payout vs Target (pre-discretion) | 70% | — | — | 134.4% | — | — |
| Final Award (after negative discretion) | 50% of target | — | — | 80.9% of target | — | — |
The committee applied negative discretion both years, reducing payouts in light of revenue or cybersecurity growth misses—evidence of pay-for-performance discipline .
Other Directorships & Interlocks
- Public company boards: None for Grasso .
- Interlocks: Compensation Committee disclosures indicate no interlocks or insider participation involving Grasso; committee members were independent and had no Item 404 relationships .
Expertise & Qualifications
- Skills: Human Capital & Talent Management; Innovation & Product Development; Leadership; Risk Management & Governance; Service Assurance & Cybersecurity Industry; Strategic Planning .
- Government-sector and global business domain expertise from MITRE leadership and AFCEA roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Alfred Grasso | 51,000 | <1% (*) |
- Stock ownership guidelines: Non-employee directors must hold 5× annual board retainer within four years; as of March 31, 2025, each officer and non-employee director met requirements or was within the compliance period .
- Hedging/pledging: Prohibited for directors; insider trading policy restricts derivatives, short sales, margin purchases .
Governance Assessment
-
Strengths:
- Independence and multi-committee service including chairing Finance—positions Grasso to influence capital allocation and strategic finance .
- Documented attendance and full committee participation rates; Board average attendance at 96% in FY25; all directors ≥75% ensures RSU vesting alignment with engagement .
- Pay discipline: Compensation Committee’s repeated use of negative discretion and performance-weighted metrics tied to EPS, revenue, and cybersecurity growth supports alignment with shareholder outcomes .
- No related-party transactions involving Grasso; Board independence reaffirmed; robust clawback and anti-hedging policies bolster investor confidence .
-
Potential risks/considerations:
- Finance Committee held only one meeting in FY25; ensure adequate oversight cadence given strategic finance responsibilities .
- External affiliations in defense research and industry associations (Riverside Research, AFCEA) are not related-party transactions, but continued monitoring for any business overlap with NTCT customers or suppliers is prudent; NTCT disclosed no related-person transactions other than CEO’s sibling employment (ratified) .
-
Shareholder sentiment:
- Prior say‑on‑pay support strong: ~87.4% approval in 2024 .
- 2025 votes: Say‑on‑pay For 51,034,391; Against 7,875,187; Abstain 54,172; broker non‑votes 5,879,582 . Director election results show continued support for Board nominees (Class II directors) .
Appendices (Reference Data)
- Director compensation totals: FY2024 $282,460; FY2025 $224,710 .
- RSU grant mechanics for directors: single annual grant; attendance-based vesting; no performance-based director awards .
- Board independence and committee independence determinations: all applicable committees fully independent; Grasso independent .