John W. Downing
NETSCOUT SYSTEMSAbout John W. Downing
John W. Downing is Executive Vice President, Worldwide Sales at NetScout Systems (NTCT). He has led worldwide sales since September 2015 (previously SVP, 2007–2015) and joined NetScout in 2000 after senior sales leadership roles at Genrad Corporation (VP Sales, 1998–2000; VP North American Sales, 1996–1998). Downing holds a BSE in Computer Science and Applied Mathematics from Tufts University and an MBA from Suffolk University. As of July 14, 2025, he is 67. NetScout ties a significant portion of executive pay to performance, including annual EPS/revenue targets and three-year PSUs based on relative TSR versus the Russell 2000; FY22 outcomes overachieved non-GAAP EPS ($1.84) and met revenue midpoint ($855.6M), and the FY22 PSU cycle paid out at 56% of target, indicating moderate TSR performance against the benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetScout Systems | EVP, Worldwide Sales | 2015–present | Leads global sales; previously built and refined go-to-market programs and sales processes |
| NetScout Systems | SVP, Worldwide Sales Operations | 2007–2015 | Instituted/refined sales processes; scaled global sales operations |
| NetScout Systems | VP, Sales Operations | 2000–2007 | Implemented key go-to-market programs and sales processes |
| Genrad Corporation | VP, Sales | 1998–2000 | Led sales at electronic test/production solutions manufacturer |
| Genrad Corporation | VP, North American Sales | 1996–1998 | Managed North American sales |
External Roles
No external directorships or outside roles for Mr. Downing were disclosed in the NTCT proxy statements reviewed .
Fixed Compensation
| Metric | FY2022 | FY2023 |
|---|---|---|
| Base Salary ($) | 291,500 | 300,245 |
| All Other Compensation ($) | 16,666 | — |
| Target Bonus Structure (% of Base) | 63% annual incentive; 54% commission | 63% annual incentive; 54% commission (combined target shown below) |
| Combined Target Cash Incentive ($) | FY2022 | FY2023 |
|---|---|---|
| Annual Incentive + Commission Target | 341,012 (includes both bonus + commission targets) | 351,257 (includes both bonus + commission targets) |
| All Other Compensation Detail ($) | FY2020 | FY2021 | FY2022 | FY2025 |
|---|---|---|---|---|
| 401(k) Match | 8,690 | 8,392 | 9,181 | 10,616 |
| Supplemental Life Insurance | — | 6,485 | 6,485 | 12,478 |
| Other/Entertainment/Tax Prep | 6,771 | 346 | — | — (FY2025 total $23,094) |
| Total All Other Compensation | 15,461 | 15,223 | 16,666 | 23,094 |
Performance Compensation
Annual Incentive Outcomes (FY2022)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Non-GAAP EPS/Revenue | 50% | EPS high end $1.71–$1.77; Revenue midpoint $835–$865M | EPS $1.84; Revenue $855.6M | Contributed to 138.6% payout (company-wide for NEO bonus plan) |
| 3-year Strategic Operating Plan | 20% | Develop and launch plan | Fully achieved | Included within 138.6% payout |
| “NetScout Without Borders” Year-1 Sales Targets | 30% | Confidential targets | Fully achieved | Included within 138.6% payout |
| FY2022 Cash Awards | Target ($) | % of Target Awarded | Actual ($) |
|---|---|---|---|
| Annual Incentive Bonus | 182,887 | 138.6% | 253,439 |
| Sales Commission | ~54% of base target; actual 52.8% of base ($154,158) | — | 154,158 |
Notes: Downing’s commission plan is based on an individual revenue quota; payout formulas are not disclosed for competitive reasons .
Long-Term Equity Awards (Grants and Vesting)
| Grant Attribute | FY2023 (Grant 10/25/2022) | FY2024 (Grant 6/15/2023) | FY2025 (Grant 6/6/2024) |
|---|---|---|---|
| RSUs (#) | 27,000 | 21,600 | 21,600 |
| RSUs Fair Value ($) | 959,310 | 633,096 | 408,672 |
| RSU Vesting | 4 equal annual installments; first on 10/25/2023 | 4 equal annual installments; first on 6/15/2024 | 4 equal annual installments; first on 6/6/2025 |
| PSUs (# Target) | 18,000 | 14,400 | 14,400 |
| PSUs Fair Value ($) | 491,400 | 281,952 | 188,208 |
| PSU Metric/Period | Relative TSR vs Russell 2000; 3-year ending 10/25/2025 | Relative TSR vs Russell 2000; 3-year ending 6/15/2026 | Relative TSR vs Russell 2000; 3-year ending 6/5/2027 |
| FY22 PSU Cycle Payout | 10,080 shares (56% of 18,000 target) | — | — |
Vesting mechanics: PSUs use Monte Carlo valuation; RSUs vest time-based in four equal installments; PSUs vest based on relative TSR to the Russell 2000 over the measurement period .
Cash Incentive Targets (Recent Years)
| Component | FY2024 Target ($) | FY2025 Target ($) | Max ($) |
|---|---|---|---|
| Combined Annual Incentive + Commission | 421,508 (bonus target $227,614; commission target $193,894) | 421,508 (same breakout) | 649,122 (FY2024) ; 649,185 (FY2025) |
Equity Ownership & Alignment
| Beneficial Ownership | Record Date (FY2021 Proxy) | Record Date (FY2023 Proxy) | Record Date (FY2024 Proxy) |
|---|---|---|---|
| Shares Beneficially Owned | 119,417 | 122,641 | 135,837 |
| % of Class | <1% | <1% | <1% |
- Stock ownership guidelines: Executive Vice Presidents must hold 2x base salary (converted to shares annually), counted as owned shares including unvested time-based RSUs; PSUs/unexercised options do not count. As of March 31, 2025, all officers and non-employee directors had met requirements or were within the compliance period .
- Anti-hedging/anti-pledging policy: Directors, officers, and employees are prohibited from hedging, shorting, pledging, or margining NTCT securities; trading windows and pre-clearance procedures apply .
- Section 16 filings: One report related to RSU vesting/withholding on Oct 26, 2023 for Downing and other NEOs was filed late due to an administrative error; otherwise compliant in FY2024 .
Employment Terms
- Severance agreements (amended and restated May 2012; CEO excluded): If terminated without cause or resigns for good reason prior to or within one year after a change in control, executives receive 12 months’ salary; after a change in control, also receive a prorated annual incentive bonus (minimum 50% of target) and accelerated vesting of equity awards that would vest within one year .
- Downing-specific commission protections: If termination occurs after a change in control, payments include accrued but unpaid sales commissions plus a prorated amount of his maximum target sales commissions (minimum 50%), without double counting .
- Auto-renewal and clawback: Agreements auto-renew annually unless non-renewed; severance clawback requires repayment if prohibited conduct or material breach is determined .
Performance & Track Record
- FY2022: Company overachieved EPS at $1.84 and met revenue midpoint at $855.6M, driving 138.6% bonus payouts for NEOs; Downing’s bonus was $253,439 plus $154,158 commission (52.8% of base) .
- FY2016: A sales growth goal for Downing was not met, largely due to the Danaher acquisition and related integration; in FY2017, Compensation Committee awarded most NEOs 80% of eligible bonus but Downing received 60% (reflecting relative performance differentiation) .
Compensation Structure Analysis
- Shift to performance equity: PSUs tied to relative TSR are consistently a part of Downing’s LTIs (FY2023–FY2025), with three-year measurement periods and explicit payout schedules; FY22 PSU payout at 56% shows balanced pay-for-performance .
- Cash vs equity mix: Annual incentive plus sales commission remain meaningful (>100% of base combined targets historically), aligning cash variable pay with revenue execution while RSUs provide retention via four-year vesting .
- Risk mitigants: Strong anti-hedging/anti-pledging policy and stock ownership guidelines support alignment; clawback in severance agreements adds governance controls .
Investment Implications
- Alignment: Downing’s compensation is closely tethered to sales execution (commission plan) and company performance (EPS/revenue targets), with LTIs driven by relative TSR—encouraging balanced focus on operational delivery and long-term shareholder returns .
- Retention: Layered RSU vesting through 2025–2028 and ongoing PSU cycles provide strong retention hooks; severance protection with commission inclusions post-change-of-control reduces exit risk during strategic events .
- Selling pressure: Anti-hedging/anti-pledging policies limit leverage-related forced selling; while specific insider sales were not found in this dataset, upcoming RSU vest dates (e.g., annual tranches from 2023–2028) create standard liquidity windows to monitor around vesting dates .
- Execution risk: Historical variability (FY2016 miss versus FY2022 overachievement) underscores sensitivity to macro/customer dynamics; commission-heavy structure can amplify earnings volatility tied to near-term sales cycles .