John R. Egan
NETSCOUT SYSTEMSAbout John R. Egan
Lead Independent Director of NetScout Systems, Inc. since October 2000; age 67. Background includes managing partner roles in technology-focused investment/management and extensive public company board service across enterprise software and infrastructure. Current committee assignments: Audit, Finance, and Nominating & Corporate Governance; independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carruth Associates | Managing Partner | Since 1998 | Executive leadership in tech investing/management |
| EMC Corporation | Director (prior) | Not disclosed (pre-Dell acquisition) | Oversight in storage/software; large-cap governance experience |
| VMware | Director (prior) | Not disclosed | Virtualization/cloud infrastructure oversight |
| Boston College | Board of Trustees | Until 2018 | Institutional governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Progress Software Corporation | Director | Current | Interlock: NTCT director Vivian Vitale also serves on Progress’s board |
| Verint Systems Inc. | Director | Until July 2024 | Customer experience analytics; tenure ended 2024 |
| Privately held company | Director | Current | Name not disclosed |
Board Governance
- Board and Committees
- Lead Independent Director; Director since October 2000
- Committee memberships: Audit (member), Nominating & Corporate Governance (member), Finance (member)
- Independence: Board determined Egan is independent (Nasdaq rules); all members of Audit, Compensation, Nominating & Governance, and Finance committees deemed independent
- Attendance and Engagement
- FY25 Board met 6 times; average Board and Committee attendance 96%; directors must attend ≥75% for RSUs to vest
- FY25 committee meetings: Audit (8; avg attendance 98%), Nominating & Governance (4; avg attendance 100%), Finance (1; avg attendance 100%)
Fixed Compensation
| Item | Detail | FY2025 Amount |
|---|---|---|
| Fees Earned or Paid in Cash | Aggregate cash fees (board + committees; includes pro-rated changes) | $124,239 |
| Stock Awards (RSUs) | 7,000 RSUs granted Sept 12, 2024; grant-date fair value | $136,710 |
| Total | Cash + Equity | $260,949 |
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Director Compensation Schedule (Independent Directors) | Body | Chair Retainer ($) | Member Retainer ($) | |---|---:|---:| | Board of Directors | 95,000 | 60,000 | | Audit Committee | 30,000 | 15,000 | | Compensation Committee | 20,000 | 10,000 | | Nominating & Corporate Governance Committee | 12,000 | 6,000 | | Finance Committee | 12,000 | 6,000 |
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Notes and Structure
- As Lead Independent Director, Egan receives the Board Chair Retainer; the employee Chair (CEO) does not receive a retainer .
- Independent directors only are compensated; inside directors (CEO and Senior Advisor) receive no director pay .
- Stockholder-approved annual limit on non-employee director compensation: $750,000 .
Performance Compensation
| Component | Metrics | Vesting/Terms |
|---|---|---|
| Director RSUs | None (time-based; no performance metrics) | 7,000 RSUs; vest on first anniversary if ≥75% attendance; otherwise vest on third anniversary |
| Change-in-Control | N/A to metrics | If awards are not assumed/continued/substituted, unassumed awards accelerate in full; performance awards deemed at greater of target or actual at change-in-control |
- Highlights: No performance-linked equity, no perquisites; emphasis on equity in mix; robust ownership guidelines; hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Overlap |
|---|---|---|---|
| Progress Software Corporation | Director | Current | Vivian Vitale (NTCT director) also on Progress’s board |
| Verint Systems Inc. | Director | Former (until July 2024) | None disclosed |
| EMC Corporation | Director | Former | None disclosed |
| VMware | Director | Former | None disclosed |
- Implication: The Progress interlock could create perceived information-flow overlap across boards; NTCT discloses independence reviews and no relationships interfering independent judgment .
Expertise & Qualifications
- Skills: Financial, International Markets, Leadership, Risk Management & Governance, Sales & Go-to-Market, Service Assurance & Cybersecurity Industry, Strategic Planning .
- Rationale for board service: Extensive IT industry involvement, executive leadership roles, multi-board public company experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs (FY25 YE) |
|---|---|---|---|
| John R. Egan | 105,740 | <1% (asterisk per filing) | 7,000 |
- Policies and Alignment
- Director stock ownership guideline: 5x annual board retainer within four years from appointment/election .
- Prohibitions: Directors may not hedge or pledge company stock; insider trading policy in place .
Governance Assessment
- Board effectiveness: Long-tenured LID with deep enterprise software/infrastructure experience; active on Audit, Nominating & Governance, and Finance committees; independence affirmed .
- Attendance/engagement: Strong overall Board and committee attendance in FY25; RSU vesting tied to minimum attendance reinforces engagement .
- Compensation alignment: Modest cash retainers and time-based RSUs; no performance equity or perquisites; ownership guideline enhances alignment; compensation capped annually .
- Conflicts/related-party: Board states no relationships interfering independence for non-employee directors; Audit Committee oversees related-party transaction policy .
- Network/interlocks: Dual NTCT–Progress board presence (Egan and Vitale) may warrant monitoring; independence framework and policies mitigate perceived risk .