Christopher Perretta
NETSCOUT SYSTEMSAbout Christopher Perretta
Independent director at NetScout Systems, Inc. since September 2014; age 67; currently serves on the Audit and Compensation Committees and is a Class III continuing director with next election in 2026. He previously served as Chair of the Audit Committee until May 31, 2025, and brings deep leadership and cybersecurity/data privacy oversight experience from CIO roles at State Street, GE Capital, and MUFG Americas; he currently serves on the Board of Pathward Financial and the Advanced Cyber Security Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MUFG Americas Holdings Corporation / MUFG Union Bank, N.A. | Chief Information and Operations Officer | Apr 2016 – Jan 2019 | Led operations and information technology oversight |
| State Street Corporation | EVP & Chief Information Officer; Member, Management Committee | Sep 2007 – Apr 2016; Management Committee Feb 2013 – Apr 2016 | Enterprise CIO leadership; executive committee participation |
| General Electric | CIO, North America Consumer Financial Services; CTO, GE Capital; CIO, GE Commercial Finance | Dec 1996 – Sep 2007 | Multiple finance-technology leadership roles across GE Capital units |
| Deutsche Bank Trust Company NA | Director (prior) | Not disclosed | Banking governance experience |
| Privately held technology company | Director (prior) | Not disclosed | Technology governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pathward Financial, Inc. | Director | Current | Not disclosed in NTCT proxy |
| Advanced Cyber Security Center | Board member | Current | Sector cybersecurity collaboration/oversight |
Board Governance
- Committee assignments: Audit (member; served as Chair until May 31, 2025) and Compensation (member) .
- Independence: Board determined Perretta is independent; all principal committees comprise independent directors .
- Attendance: FY25 Board met 6 times; each director attended at least 75% of aggregate Board and committee meetings; average Board/committee attendance was 96% .
- Committee cadence and engagement:
- Audit Committee: 8 meetings; average FY25 attendance 98%; oversight includes ERM, cybersecurity reviews with CIO/CISO, compliance, and related-party policy monitoring .
- Compensation Committee: 5 meetings; average FY25 attendance 100%; oversees CEO and director pay recommendations, incentive design, risk reviews, and CD&A .
- Lead Independent Director and executive sessions: Lead Independent Director presides over executive sessions of independent directors following each regular Board meeting, ensuring independent oversight of management .
Fixed Compensation
| Metric | FY25 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 82,761 | Reflects annual retainer + committee fees; prorated due to FY25 committee changes |
| Stock Awards ($) | 136,710 | Grant-date fair value of Director RSUs per FASB ASC 718 |
| Total ($) | 219,471 | Sum of cash + equity grant value |
Director program structure and grant terms:
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting | Conditions |
|---|---|---|---|---|---|
| Sep 12, 2024 | RSUs (Director grant) | 7,000 | 136,710 | First anniversary of grant | Requires ≥75% aggregate attendance at Board/committee meetings in FY25; if <75%, vests on third anniversary |
Cash retainer schedule (independent directors):
| Committee | Chair Retainer ($) | Member Retainer ($) |
|---|---|---|
| Board of Directors | 95,000 (Lead Independent Director receives Chair retainer) | 60,000 |
| Audit | 30,000 | 15,000 |
| Compensation | 20,000 | 10,000 |
| Nominating & Corporate Governance | 12,000 | 6,000 |
| Finance | 12,000 | 6,000 |
Program constraints and policies:
- Annual director compensation limit: $750,000 (cash + equity grant-date fair value) .
- No performance-based equity awards or perquisites for directors .
Performance Compensation
| Element | Structure | FY25 Application |
|---|---|---|
| Performance-based equity (directors) | Not used | No performance-based director awards; director grants are full-value RSUs with time-based vesting |
| Attendance gate | 75% aggregate attendance required for 1-year vest | Applies to FY25 Director RSUs; otherwise vest at 3 years |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Interlocks / Notes |
|---|---|---|---|
| Pathward Financial, Inc. | Director | Current | Public-company board role disclosed |
| Advanced Cyber Security Center | Board member | Current | Sector collaboration; not a public issuer |
| Deutsche Bank Trust Company NA | Director | Prior | Banking board role disclosed |
| Privately held technology company | Director | Prior | Technology board role disclosed |
- Compensation Committee interlocks: None; committee members (including Perretta) had no relationships requiring Item 404 disclosure; no cross-compensation-committee interlocks involving NTCT executives .
- Related party transactions: NTCT reports no related person transactions in FY25 other than CEO’s brother’s employment (Compensation Committee reviewed and ratified). No transactions involving Perretta disclosed .
Expertise & Qualifications
- Skills mapped by NTCT: Cybersecurity & Data Privacy Oversight; Innovation & Product Development; Leadership; Service Assurance & Cybersecurity Industry .
- Committee leadership: Former Audit Chair through May 31, 2025, signaling depth in financial reporting oversight, ERM, and cybersecurity governance .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Unvested RSUs at FY25 Year-End |
|---|---|---|---|
| Christopher Perretta | 50,866 | * (less than 1%) | 7,000 |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual board retainer; compliance monitored by Compensation Committee .
- Compliance status: As of Mar 31, 2025, each officer and non-employee director met the ownership guideline or was within the compliance period .
- Hedging/pledging: Explicit prohibition on hedging, short sales, pledging, margin purchases, and derivative transactions by directors and officers .
Governance Assessment
- Board effectiveness: Perretta’s CIO/CISO-facing background and prior Audit Chair responsibility strengthen oversight of financial reporting, ERM, and cybersecurity—areas central to NTCT’s risk profile and investor confidence .
- Independence and engagement: Independent status, strong committee cadence (Audit: 8 meetings; Compensation: 5) and high attendance rates suggest robust engagement; director-level attendance gate in RSU vesting further incentivizes participation .
- Pay alignment and governance signals: Director pay modest relative to program limits with equity emphasizing long-term alignment; company-wide say-on-pay support of ~87.4% at 2024 AM and Compensation Committee’s use of negative discretion on NEO bonuses indicate disciplined compensation governance .
- Conflicts and red flags: No related-party transactions disclosed involving Perretta; no compensation committee interlocks; prohibition on hedging/pledging mitigates alignment risks. Structural consideration remains CEO-Chair combination, offset by a strong Lead Independent Director with defined executive session responsibilities .