Vivian Vitale
NETSCOUT SYSTEMSAbout Vivian Vitale
Vivian Vitale (age 72) is an independent director of NetScout Systems, Inc., serving since February 2019; she chairs the Compensation Committee and is a member of the Nominating & Corporate Governance Committee, bringing deep human capital and HR operating expertise from senior roles across software and security companies . She founded Vivian Vitale Consulting in 2018 after serving as EVP, Human Resources at Veracode through its acquisition by CA Technologies, with prior leadership roles at Care.com, RSA Security, Unica, and IBM; her director skills span human capital, leadership, governance/risk, strategic planning, international, and ESG oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veracode (acquired by CA Technologies) | EVP, Human Resources | Apr 2012–Mar 2018 | Led HR through acquisition; enterprise-scale talent strategy and operations |
| Care.com | Senior Vice President | Prior to 2012 | Senior HR leadership in consumer tech services |
| RSA Security | Senior leadership roles | Not disclosed | Security industry HR leadership |
| Unica Corporation | Senior leadership roles | Not disclosed | Marketing software HR leadership |
| IBM | Senior leadership roles | Not disclosed | Large-scale HR/operations exposure |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Progress Software Corporation | Director | Public | Current public company directorship |
| Vivian Vitale Consulting | Founder | Private | Human resources and people management advisory (founded Apr 2018) |
| Vera3 | Director | Private | Investment firm board |
| Various advisory and non-profit boards | Board/Advisor | Non-profit/private | Unspecified organizations |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) .
- Independence: Board determined Ms. Vitale is independent under Nasdaq rules; all Board committees are fully independent .
- Class/tenure/next election: Class I; Director since 2019; next election year 2027 .
- Attendance: In FY25, the Board met six times; each director attended at least 75% of aggregate Board and committee meetings; FY25 average attendance was 96%; Compensation and Nominating committees averaged 100% attendance .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $60,000 | Standard member retainer |
| Compensation Committee Chair fee | $20,000 | Chair retainer |
| Nominating & Corporate Governance Committee member fee | $6,000 | Member retainer |
| Total cash earned (FY25) | $86,000 | Reflects actual FY25 cash fees disclosed for Ms. Vitale |
| Equity grant (FY25) | 7,000 RSUs | Granted Sept 12, 2024; full-value RSUs with time-based vesting |
| Equity grant fair value (FY25) | $136,710 | Grant date fair value for 7,000 RSUs |
| Program changes (FY25) | None | No changes to director compensation program |
- Vesting condition and attendance gate: Director RSUs vest on the first anniversary of grant if the director attended at least 75% (aggregate) of Board and committee meetings; otherwise they vest on the third anniversary .
- Director compensation design highlights: Emphasis on equity; full-value RSUs; no performance-based equity awards or perquisites; robust stock ownership guidelines; stockholder-approved annual limit on non-employee director compensation; prohibitions on hedging and pledging .
Performance Compensation (Director)
| Metric/Feature | Status for Directors | Evidence |
|---|---|---|
| Performance-based equity (e.g., PSUs/options) | Not used for directors (time-based RSUs only) | No performance-based equity awards for non-employee directors |
| Annual cash bonus tied to metrics | Not applicable to directors | Director pay is cash retainers + time-vested RSUs |
Note: Performance metrics (e.g., EPS, revenue, TSR) apply to executive officer pay, not director compensation. The Compensation Committee (which Ms. Vitale chairs) set FY25 NEO plan metrics (non-GAAP EPS, total non-GAAP revenue, and cybersecurity revenue growth) and applied negative discretion to reduce payouts from 134.4% to 80.9% of target, signaling pay discipline .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap |
|---|---|---|
| Progress Software Corporation | Ms. Vitale – Director | John R. Egan (NTCT Lead Independent Director) is also a current Progress Software director, creating a shared external board touchpoint |
- Implication: This interlock may enhance information flow and network benefits, but concentrated relationships can raise “clubiness” concerns if not balanced by strong independence and evaluation processes; NTCT emphasizes independent leadership, annual evaluations, and fully independent committees .
Expertise & Qualifications
- Human capital and talent management; leadership; risk management & governance; strategic planning; international; ESG oversight .
- As Compensation Committee Chair, responsibilities include overseeing executive compensation design and risk, human capital/talent management, incentive plans, non-employee director compensation, CD&A review, and say‑on‑pay considerations; FY25 meetings: five; committee fully independent .
- Independent compensation consultant (Pay Governance LLC) engaged; committee determined the consultant is free from conflicts of interest .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 45,970 shares of NTCT common stock |
| Unvested RSUs as of FY25 year-end | 7,000 unvested director RSUs (each independent director) |
| Director stock ownership guideline | 5x annual board retainer within 4 years of appointment/election |
| Compliance status (as of Mar 31, 2025) | Each officer and non-employee director had met the ownership requirements or was within the compliance period |
| Hedging/pledging | Prohibited by policy; insider trading policy includes bans on derivatives, short sales, pledging, margin purchases |
Governance Assessment
- Strengths
- Independent director; chairs a fully independent Compensation Committee that demonstrated restraint by applying negative discretion to NEO bonuses (80.9% of target vs. 134.4% formulaic) in light of underperformance on cybersecurity revenue growth, improving pay-for-performance credibility .
- Strong engagement/attendance norms (each director ≥75%; average 96%) and 100% average for Compensation and Nominating committees in FY25; director RSUs include an attendance gate, aligning equity with engagement .
- Robust guardrails: stock ownership guidelines (directors 5x retainer), prohibition on hedging/pledging, and an Exchange Act/Nasdaq-compliant clawback policy adopted Oct 2023 .
- Director compensation mix balances cash retainers with time-based RSUs; no director perquisites or performance equity, reducing risk of misaligned incentives .
- Say‑on‑pay: 87.4% support at 2024 meeting indicates generally favorable investor view on compensation governance .
- Watch items / potential red flags
- Board interlock at Progress Software (Vitale and Egan) may warrant monitoring for over‑reliance on shared networks, though NTCT’s independent structures and annual assessments mitigate this risk .
- Related‑party context at the company level (CEO’s brother employed as SVP R&D with Compensation Committee oversight/ratification) underscores the importance of vigilant audit/comp oversight; no Item 404 transactions involve Ms. Vitale, and Compensation Committee interlocks were none .
Overall signal: As Compensation Chair, Vitale’s oversight during FY25 reflects conservative judgment (downward discretion), strong engagement expectations, and alignment policies that should support investor confidence in compensation governance and human capital oversight .