Anthony Piazza
NETSCOUT SYSTEMSAbout Anthony Piazza
Anthony Piazza, age 54, is Executive Vice President, Chief Financial Officer, and Treasurer of NETSCOUT, appointed effective June 1, 2025, after serving as Deputy CFO (May 2024–May 2025) and SVP Corporate Finance (July 2022–April 2024); he joined NETSCOUT in 2015 as VP Finance and is a CPA with a B.S. in Accountancy and an MBA from Bentley University . During his tenure on the finance leadership team, NETSCOUT delivered FY25 total revenue of $822.7 million and non-GAAP diluted EPS of $2.22, despite a GAAP goodwill impairment, and guided FY26 revenue to $825–$865 million with non-GAAP diluted EPS of $2.25–$2.40 . Pay-versus-performance shows “compensation actually paid” correlates with TSR; a $100 initial investment measured in the proxy’s framework was $88.76 for company TSR versus $187.44 for peer group TSR in FY25, reflecting market context during the period . Company executive incentives emphasize non-GAAP EPS, total non-GAAP revenue, YoY cybersecurity revenue growth, and multi-year relative TSR PSUs to align leadership with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NETSCOUT | EVP, CFO & Treasurer | 2025–present | Principal financial officer; initial compensation includes base salary, target bonus, and RSU/PSU grants under 2019 Plan . |
| NETSCOUT | Deputy CFO | 2024–2025 | Supported CFO transition; deep expertise across FP&A, treasury, risk, tax, real estate, investor relations . |
| NETSCOUT | SVP, Corporate Finance | 2022–2024 | Led corporate finance; responsibilities across critical finance, accounting, and control functions . |
| NETSCOUT | VP, Finance | 2015–2022 | Advanced finance leadership; contributed to integration and planning . |
| Iron Mountain | SVP, Enterprise Finance; SVP Global Real Estate; VP Real Estate Finance & Operations; Assistant Treasurer; Acquisition & SEC Reporting Accountant | 1997–2014 | Managed M&A integration, long-term real estate strategy, investor relations; broad finance & control responsibilities . |
| Grant Thornton | Senior Auditor | 1993–1997 | External audit foundation; CPA credential . |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $350,000 (per CFO offer letter) . |
| Target Annual Bonus | 71.4% of base salary (initial target) . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target Range | Actual FY25 Company Outcome | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus Plan (Company-wide design) | Non-GAAP EPS | 40% | $2.10–$2.30 | $2.22 | Would have been 160% attainment before discretion; NEOs received 80.9% of target after negative discretion . | Cash payout post fiscal year . |
| Annual Bonus Plan (Company-wide design) | Total Non-GAAP Revenue | 40% | $800M–$830M | $822.7M | Would have been 176% attainment before discretion; NEOs received 80.9% of target after negative discretion . | Cash payout post fiscal year . |
| Annual Bonus Plan (Company-wide design) | YoY Cybersecurity Non-GAAP Revenue Growth | 20% | 10%–15% | 7% | 0% attainment; contributed to negative discretion . | Cash payout post fiscal year . |
| Long-Term PSUs | Relative TSR vs. Russell 2000 (3-year) | n/a | 5 percentage points above Russell 2000 = 100% payout; 44 points below = 2% payout | PSUs cliff-vest at end of 3-year period; payout capped at 100% | Earned strictly by rTSR; no payout if below threshold . | Cliff vest after 3-year performance period (e.g., FY25 cycle: 6/6/2024–6/5/2027) . |
| RSUs | Time-based | n/a | n/a | n/a | n/a | Four equal annual installments from grant date, subject to continued service . |
Notes:
- Piazza’s initial equity grants: 18,000 RSUs and 12,000 PSUs under the 2019 Plan; PSUs subject to the Company’s PSU program terms above .
- Annual bonus plan metrics and FY25 outcomes reflect Company program calibration and results; Piazza’s CFO appointment was effective FY26 .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice Presidents must hold 2x annual base salary in NETSCOUT stock, to be achieved within 4 years (shares owned outright and unvested time-based RSUs count; stock options and unearned PSUs do not) .
- Compliance monitoring: As of March 31, 2025, each officer and non-employee director had met the requirements or was within the compliance period .
- Hedging & pledging: Company policy expressly prohibits hedging, short sales, pledging, margin purchases, and derivative transactions in NETSCOUT securities by directors, officers, and employees .
- Clawback: Executive Compensation Recovery Policy adopted in October 2023 requires recovery of erroneously awarded incentive-based compensation after certain restatements (no recoveries required in FY25) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Effective June 1, 2025; serves as “principal financial officer” . |
| Employment Agreement | At-will; offer letter includes standard confidentiality, non-solicitation, and IP assignment provisions . |
| Severance Agreement | Company form for executives other than CEO: if terminated without cause or resigns for good reason pre/post change-of-control, 12 months current salary; if termination occurs within 1 year post change-of-control, pro-rated incentive bonus not less than 50% of target, plus accelerated vesting of unvested equity awards that would vest within one year . |
| Indemnification | Standard executive indemnification agreement . |
| Change-of-Control Plan Treatment | If awards are not assumed/continued/substituted in a change-of-control, vesting accelerates in full; performance awards vest at greater of target or actual to date (for current participants), contingent on closing . |
| Death/Disability | Plan provides full vesting of equity awards on death/disability unless PSU award agreements specify forfeiture; Company practice specifies PSU forfeiture on death/disability per agreements . |
Compensation Structure Analysis
- Year-over-year mix: Company maintained base salaries and target bonuses in FY25 and awarded ~40% of NEO equity in PSUs, reinforcing pay-for-performance; Piazza’s initial grant structure mirrors this design (RSUs + PSUs) .
- Performance stringency: FY25 bonus plan added weight to cybersecurity growth (20%) and applied negative discretion to payouts despite exceeding EPS and total revenue targets, indicating disciplined calibration and governance .
- Governance protections: Robust clawback, hedging/pledging prohibitions, PSU cap at 100%, minimum 12-month vesting for awards (except limited pool) mitigate risk-taking and misalignment .
- Peer benchmarking: Compensation peer group includes 19 technology firms; NETSCOUT targeted competitive but disciplined positioning versus peers .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 87.4% support at 2024 Annual Meeting, reflecting shareholder endorsement of compensation philosophy and program .
- Ongoing engagement: Company conducts year-round investor outreach and incorporates feedback into disclosures and program refinements .
Investment Implications
- Alignment: Piazza’s compensation is heavily at-risk with rTSR PSUs and a bonus program tied to non-GAAP EPS, total revenue, and cybersecurity growth, promoting long-term value creation .
- Retention risk: Initial grants (18,000 RSUs; 12,000 PSUs) and ownership guidelines (2x salary over 4 years) plus severance protections reduce near-term attrition risk, especially through change-of-control scenarios .
- Trading signals: Prohibition on hedging/pledging limits leverage and forced selling; RSU vesting over four years and PSU cliff-vesting after three years suggest predictable supply from time-based vesting and performance-contingent issuance tied to relative TSR .
- Execution focus: FY25 outcomes highlight discipline (negative discretion despite beats on EPS/revenue) and heightened emphasis on cybersecurity growth; as CFO, Piazza’s track record in FP&A, M&A integration, and investor relations aligns with FY26 guidance to restore growth and maintain cost discipline .