Robert E. Donahue
NETSCOUT SYSTEMSAbout Robert E. Donahue
Independent Director (since March 2013), age 77. Former President & CEO of Authorize.Net Holdings (formerly Lightbridge Inc.), designated Audit Committee Financial Expert with accounting and financial management expertise. Current NTCT board committees: Audit, Compensation, and Finance; independence affirmed by the Board under Nasdaq rules. No current public company directorships disclosed; prior board service includes Sycamore Networks and Cybersource Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Authorize.Net Holdings (Lightbridge Inc.) | President & CEO | Aug 2004 – Nov 2007 | Led transaction processing company; acquired by Cybersource (Nov 2007) |
| Sycamore Networks, Inc. | Director | Prior (dates not disclosed) | Intelligent optical networking and multiservice access provider |
| Cybersource Corporation | Director | Prior (dates not disclosed) | Electronic payment and risk management solutions |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None | No current public company directorships disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Donahue is independent; all committee members are independent |
| Committee Memberships | Audit; Compensation; Finance |
| Chair Roles | Audit Committee Chair until May 31, 2025 (current Chair: Marlene Pelage) |
| Attendance | Each director attended ≥75% of Board/committee meetings; FY25 average Board/committee attendance 96% |
| Committee Activity (FY25) | Audit: 8 meetings; avg attendance 98% . Compensation: 5 meetings; avg attendance 100% . Nominating & Corporate Governance: 4 meetings; avg attendance 100% . Finance: 1 meeting; avg attendance 100% |
| Lead Independent Director & Executive Sessions | Lead Independent Director role (John R. Egan) chairs executive sessions of independent directors following each regularly scheduled Board meeting |
| Election Outcome (2025 Annual Meeting) | For: 53,006,392; Withheld: 5,957,358; Broker Non-Votes: 5,879,582 |
Fixed Compensation
| Component | FY25 Detail |
|---|---|
| Fees Earned (Cash) | $106,000 |
| Board Retainer (member) | $60,000 (program schedule) |
| Audit Committee Retainer | Chair $30,000; Member $15,000 (program schedule) |
| Compensation Committee Retainer | Chair $20,000; Member $10,000 (program schedule) |
| Finance Committee Retainer | Chair $12,000; Member $6,000 (program schedule) |
The program schedule implies Donahue’s FY25 cash fees reflect Board member retainer ($60k) plus committee retainers aligned with his roles; FY25 reported cash total is $106k .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Director RSUs | Sep 12, 2024 | 7,000 | 136,710 | Vest on first anniversary if FY25 attendance ≥75% across Board/committees; otherwise vest on third anniversary |
| Performance Metrics | Status |
|---|---|
| Performance-based equity for independent directors | None (no PSUs/options; full-value time-based RSUs only) |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None |
| Compensation Committee Interlocks | None; committee members (including Donahue) had no relationships requiring Item 404 disclosure; no interlocks with other issuers |
Expertise & Qualifications
- Audit Committee Financial Expert; financial expertise with internal controls over financial reporting .
- Cybersecurity & data privacy oversight; risk management & governance; strategic planning; leadership .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 66,977 | As of record date (July 14, 2025) |
| % of shares outstanding | <1% | “Represents less than one percent of class” |
| RSUs unvested at FY25 year-end | 7,000 | Unvested director RSUs as of Mar 31, 2025 |
| Shares issuable within 60 days of record date | 7,000 | RSUs vesting within 60 days counted as beneficially owned |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Ownership Guidelines | Non-Employee Directors must hold 5x annual board retainer within 4 years; unvested time-based RSUs count; options/uneared performance awards do not | |
| Compliance Status | As of Mar 31, 2025, each officer and non-employee director met guidelines or was within compliance period |
Governance Assessment
- Strengths: Independent director across key committees; former Audit Chair; designated Audit Committee Financial Expert; strong committee cadence and high overall attendance; no related-party transactions involving Donahue; robust director ownership guidelines and prohibitions on hedging/pledging; director compensation capped by stockholder-approved limit ($750k) .
- Signals of investor support: Re-elected in 2025 annual meeting with 53.0M votes “For” (5.96M “Withheld”; 5.88M broker non-votes) .
- Considerations: Long tenure (director since 2013) and age (77) warrant ongoing succession planning and refreshment monitoring noted by the Board’s periodic committee rotations and annual assessments .
- RED FLAGS: None disclosed related to Donahue (no Item 404 related-party transactions; no hedging/pledging; directors do not receive perquisites or performance-based equity; high attendance) .