Sanjay Munshi
NETSCOUT SYSTEMSAbout Sanjay Munshi
Sanjay Munshi, age 57, is Chief Operating Officer (COO) of NETSCOUT (NTCT) effective June 1, 2025. He joined NETSCOUT in 2017 and progressed through VP Product Management, SVP Products, Deputy COO, to COO; prior roles include Senior Director at Brocade and Director at Extreme Networks; he holds a B.Tech in Electronics & Communication (NIT, India) and an MS in Computer Engineering (San Jose State) . Company performance context: FY25 revenue was $822.7M, cybersecurity revenue $289.8M (up ~7% YoY), and non-GAAP diluted EPS $2.22; GAAP net loss was driven by a $427.0M goodwill impairment . Long-term incentives emphasize relative TSR vs the Russell 2000 over multi-year periods, with PSUs capped at 100% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NETSCOUT | Deputy Chief Operating Officer | Apr 2024 – Apr 2025 | Prepared succession; led cross-functional operations |
| NETSCOUT | SVP, Products | Feb 2021 – Apr 2024 | Led product strategy in service assurance and cybersecurity |
| NETSCOUT | VP, Product Management | 2017 – 2021 | Scaled DPI-based solutions; drove roadmap alignment |
| Brocade Communications Systems | Senior Director, Product Management & Marketing | 2010 – 2017 | Managed analytics software for mobile/cloud operators |
| Extreme Networks | Director, Product Management | 2006 – 2010 | Led product management in networking |
External Roles
No public company directorships or external governance roles disclosed for Munshi .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $350,000 | Set in COO offer letter, effective June 1, 2025 |
| Target Bonus % | 57.1% of base | Annual incentive plan eligibility per company program |
| Initial RSU Grant | 15,000 RSUs | Under 2019 Plan; standard RSU terms apply |
| Initial PSU Grant | 10,000 PSUs | Under 2019 Plan; subject to PSU program requirements |
Performance Compensation
Annual bonus framework (company-wide NEO plan for FY25; weightings indicative of design continuity):
| Metric | Weight | Target Range | Actual FY25 | Payout Attainment | Notes |
|---|---|---|---|---|---|
| Non-GAAP EPS | 40% | $2.10 – $2.30 | $2.22 | 160% attainment; 64% weighted | Threshold gate for bonus eligibility |
| Total Non-GAAP Revenue | 40% | $800M – $830M | $822.7M | 176% attainment; 70.4% weighted | Company met revenue target range |
| Non-GAAP Cybersecurity Revenue Growth (YoY) | 20% | 10% – 15% | 7% | 0% attainment; 0% weighted | Missed growth target |
| Total Potential Payout | — | — | — | 134.4% of target | Before discretion |
| Actual Payout (After Negative Discretion) | — | — | — | 80.9% of target | Applied by Comp Committee/Board |
PSU program (company-wide terms for the FY25 cycle):
- Measurement period: June 6, 2024 – June 5, 2027; payout based on NETSCOUT TSR minus Russell 2000 TSR; target requires ≥ +5pp rTSR; payout range 2%–100% of target; capped at 100% .
- RSUs vest in four equal annual installments beginning on the first anniversary of grant date, subject to continued service .
Equity Ownership & Alignment
| Item | Detail | Implication |
|---|---|---|
| Stock Ownership Guideline | COO: 3× annual base salary; must meet within 4 years; RSUs (time-based) count; PSUs (unearned) do not | Target dollar guideline ~$1,050,000 at appointment; alignment requirement |
| Hedging/Pledging | Prohibited; short sales, derivatives, margin purchases barred | Reduces misalignment and leverage risk |
| Beneficial Ownership | Not specifically disclosed for Munshi in FY25 proxy table | Initial grants (RSU 15k; PSU 10k) set alignment; holdings will evolve |
| Vested vs Unvested | RSUs: 4 tranches; PSUs unearned until cycle end | Implies periodic vesting supply; PSUs contingent on rTSR |
Employment Terms
- Employment: At-will; standard confidentiality, non-solicitation, and IP assignment provisions; standard indemnification agreement .
- Severance Agreement (form used for execs other than CEO): If terminated without cause or resigns for good reason pre/post change-of-control:
- Cash: 12 months of current base salary; post-CoC includes prorated annual bonus target (not less than 50% of target) .
- Equity: Acceleration of unvested equity under the plan that would vest within one year post-CoC termination .
- Clawbacks: NASDAQ-compliant Executive Compensation Recovery Policy adopted Oct 2023; recovery of erroneously awarded incentive comp upon certain restatements; severance agreements include conduct-related clawbacks .
- Perquisites/Tax gross-ups: No tax gross-ups disclosed for executives; modest perquisites limited primarily to CEO; none noted for Munshi .
Investment Implications
- Pay-for-performance discipline: Negative discretion reduced FY25 bonuses to 80.9% of target despite above-threshold EPS/revenue—signals compensation governance rigor and potential earnings preservation bias .
- Retention and selling pressure: RSUs (15,000) vest over 4 years, creating periodic vesting-related supply; PSUs (10,000) cap at 100% target with rTSR hurdles, tempering windfall risk and tying upside to relative value creation .
- Alignment: COO ownership guideline (3× salary) within 4 years, plus prohibition on hedging/pledging, supports alignment and reduces leverage/derivative risk .
- Change-of-control economics: Double-trigger cash and equity acceleration (one-year look-forward) and guaranteed minimum prorated bonus post-CoC (≥50% target) provide retention through strategic events while avoiding single-trigger windfalls .
- Execution risk and track record: Munshi’s long tenure in networking/security product leadership aligns with NETSCOUT’s pivot toward cybersecurity growth; FY25 cybersecurity revenue grew ~7% while overall revenue was flat-to-down, highlighting the importance of execution in service provider markets and the rTSR-based PSU focus on relative shareholder value .