Marlene Pelage
NETSCOUT SYSTEMSAbout Marlene Pelage
Independent director since January 2023 (Class II); age 53; Audit Committee Chair and Audit Committee Financial Expert. Currently Chief Financial Officer of Gen II Fund Services LLC; prior roles include Global CFO at IPG Mediabrands and senior finance leadership at Charles Schwab and Crédit Agricole. The Board determined she is independent under Nasdaq rules and there are no family relationships or independence-impairing transactions disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gen II Fund Services LLC | Chief Financial Officer | Jul 2023–present | Finance leadership; designated Audit Committee Financial Expert at NTCT reflecting deep accounting expertise |
| IPG Mediabrands | Global Chief Financial Officer | 2021–Jul 2023 | Led multi-year transformation and global finance organization |
| Charles Schwab Bank (and related Schwab entities) | Chief Financial Officer | May 2019–Mar 2021 | Managed $390B in assets; strategy, controls, ERM; integrations |
| Charles Schwab & Co. | VP, Enterprise Finance | Nov 2014–Apr 2019 | Enterprise finance leadership |
| Crédit Agricole Bank | Various international finance roles | ~10+ years (earlier career) | Global experience and risk/operations |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Gen II Fund Services LLC | CFO | No | Private company; finance services to private equity |
| Other public company boards | — | — | None disclosed |
Board Governance
- Committee assignments:
- FY2023: Audit Committee member
- FY2024: Audit Committee member
- FY2025: Audit Committee Chair; Audit Committee held 8 meetings in FY2025; average committee attendance 98%
- Independence, attendance, engagement:
- Independent under Nasdaq and SEC rules; all standing committees are fully independent
- FY2025 average Board/committee attendance 96%; all Directors attended ≥75% of meetings; 8 of 10 Directors attended the 2024 AGM
- Board holds executive sessions of independent Directors after each regular meeting; Lead Independent Director oversees
- Risk oversight: Audit Committee meets quarterly with CISO/CIO; oversees ERM, compliance, related-party policy, internal controls, and cybersecurity program
Fixed Compensation
Director pay is cash retainers plus time-based RSUs; no performance-based equity; robust stock ownership guidelines (5x annual board retainer) and prohibition on hedging/pledging.
| Fiscal Year | Fees Earned (Cash) | Stock Awards (Grant-date $) | Total |
|---|---|---|---|
| FY2023 | $13,750 | $129,699 (4,085 RSUs) | $143,449 |
| FY2024 | $75,000 | $194,460 (7,000 RSUs) | $269,460 |
| FY2025 | $75,000 | $136,710 (7,000 RSUs) | $211,710 |
Director retainer schedule (structure):
- Board member: $60,000; Audit Committee member: $15,000; Audit Chair: $30,000; Lead Independent Director chair retainer $95,000 (Chair retainer paid to Lead Independent Director, not CEO)
- RSUs: attendance-conditioned vesting (see below); no other equity awards to independent Directors
Performance Compensation
NTCT does not use performance-based equity awards or perquisites for independent Directors; equity grants are full-value RSUs with time-based vesting only.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed for Pelage |
| Interlocks (competitors/suppliers/customers) | None disclosed; Audit Committee monitors related-party policies |
Expertise & Qualifications
- Audit Committee Financial Expert; accounting/financial management expertise
- Skills: Financial; International Markets; Leadership; Strategic Planning
- Risk, operations, and ERM credentials from Charles Schwab and IPG Mediabrands
Equity Ownership
| Item | Detail |
|---|---|
| Director RSU grant history | Jan 24, 2023: 4,085 RSUs (vest at 1-year if ≥75% attendance; else vest at 3 years) ; Sep 14, 2023: 7,000 RSUs ($194,460) ; Sep 12, 2024: 7,000 RSUs ($136,710) |
| Vesting terms | All Director RSUs vest on first anniversary of grant if ≥75% aggregate attendance at Board/committee meetings; otherwise vest on third anniversary |
| Unvested RSUs (as of Mar 31, 2025) | 7,000 |
| Ownership guidelines | Non-employee Directors must hold 5x annual Board retainer within 4 years; unvested time-based RSUs count; PSUs and options do not count |
| Hedging/pledging | Prohibited for Directors; insider trading policy enforced |
| Compliance status | As of Mar 31, 2025, each officer and non-employee Director met guidelines or was within compliance period |
Governance Assessment
-
Strengths
- Independence, audit leadership, and financial expertise; elevated to Audit Chair in FY2025, reinforcing board oversight of financial reporting and cybersecurity ERM
- Strong attendance culture; RSU vesting tied to attendance, aligning incentives with engagement
- Clean related-party profile; 8‑K states no Item 404 related-party transactions at appointment; robust related-party review policy
- Ownership alignment via 5x retainer guideline and hedging/pledging prohibitions
- Shareholder support: say‑on‑pay approvals ~87.4% in 2024 and 88.8% in 2023, indicating broad governance/compensation acceptance
-
Potential watch items
- Dual role as CFO of Gen II Fund Services (private) does not present disclosed conflicts with NTCT; continue monitoring for any service relationships with NTCT clients or vendors; no related-party transactions disclosed at appointment
- Board leadership remains combined CEO/Chair; mitigated by a strong Lead Independent Director and fully independent committees
RSU Grant Details (Director)
| Grant Date | Shares | Fair Value ($) | Vesting Term |
|---|---|---|---|
| Jan 24, 2023 | 4,085 | $129,699 | 100% on first anniversary if ≥75% attendance; else on third anniversary |
| Sep 14, 2023 | 7,000 | $194,460 | Same attendance condition |
| Sep 12, 2024 | 7,000 | $136,710 | Same attendance condition |
Committee Timeline (Pelage)
| Fiscal Year | Committee Role |
|---|---|
| FY2023 | Audit Committee member |
| FY2024 | Audit Committee member |
| FY2025 | Audit Committee Chair |
Related-Party & Conflicts
- Appointment 8‑K: no arrangements or Item 404 transactions; standard indemnification agreement in place
- Audit Committee oversees related-party transaction approval policy
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2023 Meeting (FY2024 proxy) | 88.8% approval |
| 2024 Meeting (FY2025 proxy) | 87.4% approval |
RED FLAGS
- None identified for Pelage: no related-party transactions at appointment; attendance-linked equity; hedging/pledging prohibited; independent audit leadership. Continue monitoring for any future related-party exposures given external CFO role.