Joseph G. Hadzima, Jr.
NETSCOUT SYSTEMSAbout Joseph G. Hadzima, Jr.
Independent director at NetScout since July 1998, age 73 in the latest proxy, and Chair of the Nominating & Corporate Governance Committee; also serves on the Audit and Finance Committees . He is Co‑founder/President of Neurostim Technologies (since 2019), President of IPVision (since 2000), previously Managing Director at Main Street Partners (1998–2023), Of Counsel at Sullivan & Worcester LLP (1996–2024; Partner 1987–1996), and Senior Lecturer at MIT Sloan (since 1990) . The board deems him independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Main Street Partners, LLC | Managing Director | 1998–2023 | Venture investment and tech commercialization leadership |
| Sullivan & Worcester LLP | Partner; Of Counsel | Partner 1987–1996; Of Counsel 1996–2024 | Legal counsel to new ventures; tech licensing advice |
| IPVision, Inc. | President | 2000–Present | Leads IP analytics systems/services (MSP portfolio co.) |
| Neurostim Technologies | President & Co‑founder | 2019–Present | Commercializing neurostimulation patch tech |
| MIT Sloan School of Management | Senior Lecturer | 1990–Present | Academic contribution; governance/innovation expertise |
External Roles
| Company | Exchange/Ticker | Role | Committees | Status |
|---|---|---|---|---|
| None | — | — | — | No current public company directorships |
| Private companies (2) | — | Director | — | Serves on two private company boards |
Board Governance
- Current committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Audit; Member, Finance . Independence: each NCG and Finance Committee member is independent under Nasdaq standards .
- Committee activity and attendance: FY2025—NCG (4 meetings; 100% average attendance), Finance (1 meeting; 100% average attendance) . FY2024—NCG (4 meetings; 100% average attendance), Finance (no meetings) .
- Governance history: Was Compensation Committee Chair in FY2016; left Audit effective May 1, 2018, then re‑appointed to Audit in Oct 2018 .
Fixed Compensation
Director cash fees earned (past three fiscal years):
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $93,000 | $93,000 | $93,000 |
Notes: Cash fees include annual retainer and committee fees as disclosed in each fiscal year .
Performance Compensation
Time‑vested RSU grants (grant‑date fair value) and totals:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | $230,510 | $194,460 | $136,710 |
| Total Director Compensation ($) | $323,510 | $287,460 | $229,710 |
| Unvested RSUs at FY‑End (shares) | 7,000 (as of last day FY2023) | 7,000 (as of last day FY2024) | 7,000 (as of last day FY2025) |
- Structure/metrics: Director equity is RSUs valued at grant; disclosures indicate time‑based vesting; director equity awards are not performance‑metric based (per director comp tables and footnotes methodology) .
- Observation: Equity grant value stepped down FY2023→FY2025 ($230.5k→$136.7k), while cash fees remained flat ($93k), reducing total compensation and increasing cash mix .
Other Directorships & Interlocks
- Public company boards: None (reduces external interlock risk) .
- Private boards: Serves on two private company boards (names not disclosed) .
Expertise & Qualifications
- Skills matrix: Cybersecurity & Data Privacy Oversight; Environmental & Social; Leadership; Risk Management & Governance; Strategic Planning .
- Professional background: Longstanding venture, legal, and IP commercialization experience; MIT Sloan academic role—useful for strategy/innovation oversight .
Equity Ownership
Beneficial ownership and alignment:
| Metric | As of Record Date (FY2023 Proxy) | As of Record Date (FY2025 Proxy) |
|---|---|---|
| Shares Beneficially Owned | 138,298 | 134,798 |
| Public Company Directorships (for interlock context) | None | None |
- Unvested RSUs: 7,000 at each FY‑end noted above (see Performance Compensation table) .
- Pledging/hedging: The beneficial ownership tables reviewed did not indicate pledged shares for Mr. Hadzima; no pledging disclosures specific to him were identified in the cited sections .
Additional Voting & Engagement Signals
- 2023 director election (Class III): Votes for Hadzima—For 55,551,604; Withheld 9,920,060; Broker non‑votes 3,764,751 .
- 2023 Say‑on‑Pay (non‑binding): For 58,063,497; Against 7,349,858; Abstain 58,309; Broker non‑votes 3,764,751 .
Governance Assessment
- Strengths:
- Long tenure with institutional knowledge; current chair of NCG and member of Audit/Finance—positions central to governance, succession, ESG oversight, and risk .
- No other public boards—limits interlocks and overboarding concerns .
- Committee engagement evidenced by 100% average attendance for NCG and Finance in FY2024–FY2025; Audit presence supports financial oversight .
- Meaningful share ownership and ongoing annual RSU grants support alignment; no pledged shares indicated in reviewed ownership disclosures .
- Watch items:
- Very long board tenure (since 1998) can raise perceived independence risks in some governance frameworks, though the Board continues to deem him independent under Nasdaq standards .
- Director pay mix shifted toward a lower equity component FY2023→FY2025; while consistent with overall reductions, continued monitoring for competitive alignment is prudent .
- Historical committee transitions (Compensation Chair in 2016; Audit exit/re‑entry in 2018) indicate board flexibility in deploying his skills where needed .