Shannon Nash
NETSCOUT SYSTEMSAbout Shannon Nash
Shannon K. Nash, age 54, is an independent Class I director of NetScout Systems, Inc. since January 2023 and serves on the Audit Committee, designated as an “Audit Committee Financial Expert.” Her background spans CFO and senior finance roles in high-growth technology companies, including Wing (Alphabet subsidiary) and Reputation.com, with additional operating experience at The Inside Source, Cumulus Media, and Amgen. She currently holds external board roles in financial services and consumer sectors, bringing finance, risk management, and governance expertise to NTCT’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wing Aviation LLC (Alphabet subsidiary) | Chief Financial Officer | Apr 2022 – Aug 2024 | Led finance in a regulated, innovation-heavy environment; audit expertise recognized at NTCT |
| Reputation.com, Inc. | Chief Financial Officer; Chief Accounting Officer | CFO: Apr 2021 – Apr 2022; CAO: Aug 2020 – Mar 2021 | Scaled finance and controls for SaaS; governance and risk management experience |
| The Inside Source, Inc. | Chief Financial Officer; Chief Operating Officer | Prior to Aug 2020 | Cross-functional operating leadership; finance and operations alignment |
| Cumulus Media, Inc.; Amgen Inc.; accounting and law firms | Various finance/legal positions | Prior to The Inside Source | Large-cap discipline and compliance background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoFi Technologies Inc. | Director | Current | Financial services expertise; board-level governance |
| SoFi Bank (subsidiary of SoFi Technologies Inc.) | Board Member | Current | Bank-level regulatory and risk oversight |
| LDR Holdings, LLC (Lazy Dog Restaurants) | Director; Audit Committee Chair | Current | Audit leadership; direct oversight of financial reporting |
| UserTesting, Inc. | Director; Audit Committee Member; Lead Independent Director | Feb 2021 – Jan 2023 | Independent leadership through PE acquisition; audit oversight |
Board Governance
- Committee assignments: Audit Committee member; designated “Audit Committee Financial Expert” by NTCT; Audit Committee met eight times in FY25 with 98% average attendance and oversees ERM, financial reporting integrity, cybersecurity oversight, and related-party transaction policies .
- Independence: Board affirmatively determined Nash is independent under Nasdaq rules; all committee chairs are independent; no family relationships or relationships interfering independent judgment were identified by the board .
- Attendance: Board met six times in FY25; each director (including Nash) attended at least 75% of aggregate board and committee meetings; average board-and-committee attendance was 96% .
- Lead Independent Director framework and executive sessions reinforce independent oversight; majority independent board, fully independent committees .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board member cash retainer | $60,000 | Standard non-employee director member retainer |
| Audit Committee member retainer | $15,000 | FY25 committee member fee |
| Total fees earned (FY25) | $75,000 | Reported cash fees for Shannon Nash |
| Committee chair fees (if applicable) | N/A | Nash is not a committee chair at NTCT |
Program parameters applicable to all independent directors:
- Cash fee schedule: Board member $60,000; Audit Chair $30,000/member $15,000; Compensation Chair $20,000/member $10,000; Nominating Chair $12,000/member $6,000; Finance Chair $12,000/member $6,000 .
- Only independent directors receive board compensation; employee directors receive none .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting/Metrics |
|---|---|---|---|---|
| Director RSUs | Sep 12, 2024 | 7,000 | $136,710 | Time-based; all Director RSUs vest at 1st anniversary subject to ≥75% aggregate meeting attendance; if attendance <75%, vest at 3rd anniversary |
| Performance-based equity (directors) | N/A | N/A | N/A | NTCT directors do not receive performance-based equity awards; equity is full-value RSUs |
Additional program controls:
- Stockholder-approved director compensation cap: $750,000 total cash+equity per fiscal year per director .
- Hedging, pledging, short sales prohibited under Insider Trading Policy .
Other Directorships & Interlocks
| Company | Current/Past | Role Details |
|---|---|---|
| SoFi Technologies Inc. | Current | Director; also a board member of SoFi Bank (subsidiary) |
| LDR Holdings, LLC (Lazy Dog Restaurants) | Current | Director; Audit Committee Chair |
| UserTesting, Inc. | Past | Director; Audit Committee Member; Lead Independent Director (to Jan 2023) |
- Board determined no relationships or transactions interfering director independence; Audit Committee monitors related-party transaction policies, reducing conflict risk .
Expertise & Qualifications
- Financial expertise; designated Audit Committee Financial Expert; leadership and risk management competencies highlighted by NTCT .
- Governance strengths: risk oversight, internal controls, compliance, and cybersecurity oversight via Audit Committee mandate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Shannon Nash | 18,085 | <1% | As of record date; beneficial ownership table |
| Unvested RSUs (FY25 year-end) | 7,000 | — | Unvested director RSUs for each independent director; Nash held 7,000 unvested RSUs at FY25 year-end |
| Stock ownership guideline | 5x annual board retainer | — | Must be achieved within 4 years of appointment/election |
| Guideline compliance status | Met or within compliance period | — | As of Mar 31, 2025, each officer and non-employee director met guidelines or was within the compliance window |
| Hedging/Pledging | Prohibited | — | Policy prohibits hedging, pledging, margin purchases, and derivatives |
Governance Assessment
- Board effectiveness: Nash strengthens Audit Committee bench with deep CFO experience and formal “financial expert” designation; Audit’s 98% attendance and robust remit (ERM, cybersecurity, RPT policy) support investor confidence in controls and reporting integrity .
- Alignment and incentives: Director pay mix emphasizes equity via time-based RSUs with attendance gating; robust 5x retainer ownership guideline; strict anti-hedging/pledging policies; aggregate director pay capped by plan, mitigating pay inflation risk .
- Independence and conflicts: Board affirmatively determined Nash is independent; no interfering relationships; Audit monitors related-party transactions—no red flags disclosed for Nash .
- Engagement and attendance signals: All directors met ≥75% attendance; board-and-committee attendance averaged 96% in FY25; RSU vesting contingent on meeting attendance threshold adds discipline .
- Shareholder signals: Strong say-on-pay support of ~87.4% at 2024 meeting indicates alignment of compensation frameworks with investor expectations, reinforcing governance credibility .
RED FLAGS: None disclosed for Nash. No related-party transactions or pledging; high committee attendance; independent status affirmed .