Mr. Singhal serves as NetScout’s Chairman, President, and CEO and Mr. Szabados serves as our Vice Chairman and COO. Mr. Egan serves as NetScout’s Lead Independent Director. The

duties of the Chairman of the Board, Lead Independent Director and CEO are set forth below:

The Board does not have a policy requiring that the positions of Chairman and CEO be held by different persons. The Board believes that combining the position of CEO and Chairman is currently in the best interest of NetScout and its stockholders. As one of NetScout’s co-founders, Mr. Singhal provides extensive technology vision, industry expertise, and leadership; historical knowledge of NetScout, our customers, and solutions; and a deep understanding of the opportunities and challenges facing

NetScout today. Those attributes, together with his combined role, place him in the best position to ensure that the Board and management act with a common purpose to execute NetScout’s strategic initiatives and business plans. In addition, the Board’s appointment of an experienced and involved Lead Independent Director to work with the Chairman of the Board and CEO provides a balanced and appropriate leadership structure for NetScout.

Our Corporate Governance Guidelines provide that our Board must be comprised of a majority of Directors who are independent. Under our Corporate Governance Guidelines, an “independent” Director is defined in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder and the applicable rules of The Nasdaq Stock Market (“Nasdaq”).

Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, the Board periodically reviews each Director’s status as an independent Director and whether any independent Director has any other relationship with the Company that, in the judgment of the Board, would interfere with the Director’s exercise of independent judgment in carrying out his or her responsibilities as a Director.

None of NetScout’s non-employee Directors had, or was otherwise involved in, any relationship or transaction with the Company that would interfere with such Director’s exercise of independent judgment in carrying out his or her responsibilities. As a result, the Board determined that Messrs. Donahue, Egan, Grasso, Hadzima, Jr., and Perretta and Mses. Spradley and Vitale are independent under the governance and applicable rules of Nasdaq. Mr. Singhal and Mr. Szabados were determined not be independent because they serve as our CEO and COO, respectively.

The Board also determined that each member of the Audit Committee, the Compensation Committee, Nominating and Corporate Governance Committee, and the Finance Committee are independent in accordance with the rules established by the SEC and Nasdaq for such committees.

Additionally, there are no family relationships among any of our executive officers and Directors.

Independent Directors

7 of 9 Directors are Independent

We understand the critical importance to our customers of compliance with laws and regulation governing the collection and use of personal data. Helping ensure data privacy for our customers can be a crucial part of their own long-term value creation, just as it is for NetScout.

For our own part, NetScout is vigilant in protecting personal data and complying with the highest standards of privacy and security. We take a layered defense approach to protect confidentiality and prevent data compromise and breaches, including, among other steps, technology safeguards, organizational safeguards including training and awareness programs, and physical safeguards.

Our Information Security Program

We maintain a robust Information Security Program (“ISP”) to help ensure the confidentiality, integrity, and availability of corporate data and the systems storing this information. Our ISP also includes annual information security awareness training for employees involved in our systems and processes that handle customer data and audits of our systems and enhanced training for specialized personnel, and we have instituted regular phishing email simulations for all employees and all contractors with access to corporate email systems to enhance awareness and responsiveness to such possible threats.

Our ISP also includes review and assessment by external, independent third parties, and we achieved ISO 27001 certification demonstrating our adherence to ISP best practices, including risk assessment, protection against threats, legal compliance, and incident response and mitigation.

Our ISP also includes a data security incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident.

Security and Privacy Compliance

NetScout is committed to managing its legal and contractual compliance obligations with respect to security and privacy laws, including the EU General Data Privacy Regulation and the California Consumer Privacy Act. We have devoted considerable resources to ensuring compliance with applicable data privacy laws and developing our privacy policy and providing regular security training to employees.

Governance and Risk Management

We review cybersecurity and data privacy issues regularly with the independent Audit Committee and with the full Board. The Audit Committee is comprised entirely of independent Directors, some of whom have significant work experience related to information security issues or oversight.

Security for Today’s Digital Infrastructure

We take our customers’ information security and privacy commitments just as seriously. The security features of our products are designed to mitigate data risks, such as loss or unauthorized access, destruction, use, modification, or disclosure.

NetScout products allow customers to customize a security strategy in several ways, from the operating system and between system communications to access control of individual modules, role-based data visibility, and packet and data storage configurations. We have features in our products that allow masking of sensitive data, and, where possible, minimization through aggregation and measures to control data access.

Our nGeniusONE and Omnis products are based on hardened Linux operating systems and updated software packages to reduce security vulnerabilities, and administrators can further secure the server and appliance hardware through such options as purchasing appliances with self-encrypting drives. NetScout Arbor DDoS virtual and physical solutions provide similar operational protection.

The Board is responsible for nominating persons for election as Directors of NetScout. Our Board delegates the initial selection process to our Nominating and Corporate Governance

Committee, though other members of our Board, and of management, take part in the process as appropriate.

Our Nominating and Corporate Governance Committee considers potential board candidates recommended by stockholders.

Recommendations can be made by submitting the candidate’s information to our Corporate Secretary in writing at NetScout Systems, Inc., 310 Littleton Road, Westford, Massachusetts 01886, attention Corporate Secretary. Stockholders should provide information required by Regulation 14A under the Exchange Act in addition to as much relevant information about

the candidate as possible, including the candidate’s biographical information and qualifications to serve. A stockholder-recommended candidate is reviewed in the same manner as a candidate identified by the Nominating and Corporate Governance Committee.

For information about the direct nomination of Directors for election by stockholders at an annual meeting as provided in the Bylaws, please see “Questions and Answers About These Proxy Materials and Voting” for more information.

The Board provides every stockholder the ability to communicate with the Board as a whole and with individual Directors through an established process for security holder communication as follows:

For communications directed to the Board as a whole or to a specific member of the Board, stockholders may send such communications to the attention of the Chairman of the Board with respect to general communications or to the attention of the specific Director, in each case, by one of the three methods listed here:

By U.S. mail (including courier or other expedited delivery service): NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886 Attn: [Chairman of the Board]/[Individual Director], c/o Investor Relations

By email: ir@netscout.com

We will forward any such stockholder communications to the Chairman of our Board, as a representative of our Board, and/or to the Director to whom the communication is addressed.

We have adopted a code of ethics as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act, which applies to all of NetScout’s employees, officers, and our Directors and subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer, and controller, and persons performing similar functions. A current copy of our code of ethics, or Code of Business Conduct, is available at the Corporate Social Responsibility section of our website at http://www.netscout.com/corporate-social-responsibility*. NetScout intends to disclose amendments to or waivers from provisions of the Code of Business Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, or controller, and persons performing similar functions, by posting such information on our website, available at http://ir.netscout.com/.

Employees, officers and directors may use our ethics reporting system to report unethical, dishonest or unlawful behavior and to seek guidance regarding the expectations established by NetScout’s Code of Business Conduct. NetScout prohibits retaliation against anyone who in good faith reports a concern or who participates in the investigation or resolution of a concern.

For more corporate governance information, you are invited to visit the Corporate Governance section of our website, available at http://ir.netscout.com/. Contents of our website are not part of or incorporated by reference into this Proxy Statement.

It is the policy of NetScout that any nominee for election to the Board who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and

Corporate Governance Committee shall consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation.

The Board has standing Audit, Compensation, Nominating and Corporate Governance, and Finance Committees. Our Audit, Compensation, and Nominating and Corporate Governance Committees operate pursuant to charters that have been approved by the Board, are reviewed at least annually, and are

available on our website at www.ir.netscout.com under the Corporate Governance section.

The table below indicates the composition of each of the committees of our Board of Directors:

The Board met eight times during fiscal year 2022. Each of the Directors attended at least 75% of the aggregate of (i) total number of meetings of our Board and (ii) the total number of meetings held by all committees of the Board on which such Director served during fiscal year 2022.

We typically hold a regularly scheduled in-person meeting of our Board on the same day as our annual meeting of stockholders, and all directors are encouraged to attend our annual meeting of stockholders. All of the members of our Board attended the 2021 Annual Meeting, either in-person or via teleconference.

ESG is inextricably intertwined with NetScout’s mission, vision, and our core tenets. It has been NetScout’s mission since the beginning to allow our customers – leading companies in telecommunications, government, critical infrastructure, and enterprises across the globe – to accelerate the benefits of the connected world with less disruption and risk to their businesses and to their customers. NetScout believes a commitment to ESG is an important part of creating long-term business value.

Our commitment requires focus on multiple stakeholders, including:

ESG Governance and Oversight

We believe a commitment to ESG is an important part of creating long-term business value. As set out in its Charter, the Nominating and Corporate Governance Committee of NetScout’s Board of Directors oversees NetScout’s ESG program. The Nominating and Corporate Governance Committee meets regularly and reviews and advises on ESG strategy and apprises the full Board. Relatedly, the Audit Committee also regularly reviews ESG-related topics such as enterprise risk management, our anticorruption program, ethics and compliance issues, supply chain issues, including human rights protections, and cybersecurity and data privacy.

The ESG Steering Committee, under the strategic direction of the CEO and chaired by NetScout’s General Counsel, is responsible for the development and implementation of the ESG program. With representation across all key business functions, the mandate of the ESG Steering Committee is to consider our existing ESG efforts, understand stakeholder perspectives, identify areas for improvement that align with our business, and work collaboratively to support programs designed to accelerate ESG initiatives. The ESG Steering Committee is the tactical engine that drives the maturation of our ESG program.

We have adopted four ESG pillars that lay out our current top ESG priorities:

NetScout’s global ESG program encompasses a broad range of areas, including environmental sustainability, responsible management of our supply chain, human capital, including protecting basic human rights for our global workforce, ethical business practices, and data privacy and security. NetScout continues to seek opportunities to align ESG with our core business strategy and more thoroughly integrate ESG into our operations.

Human Capital Management

With more than 2,300 employees in over 35 countries, NetScout strives to remain a team of entrepreneurs, with the agility of a start-up and the heft of a global technology company. We believe that our culture is critical to our success and growth. Our Lean But Not Mean culture complements and acts as a multiplier to our technology, exceptional talent, and forward-thinking innovation. “Lean” decision-making puts the tough calls up front and puts employees and the long-term success of the Company first. Lean decision-making is not making easy decisions – it’s making the hard decisions early and sticking with them in the face of challenges.

Our commitment to education, engagement, and communication has motivated our employees around the world and keeps our spirit thriving. Everyone, regardless of role, brings value to the organization. This is ingrained in our culture.

NetScout Without Borders

In fiscal year 2021, we launched an unprecedented employee engagement program called NetScout Without Borders to further align with our mission. As part of NetScout Without Borders, our employees participated in a series of town halls with the CEO and in-depth focus groups. As a follow-on, employees will participate in enhanced development programs and a robust employee engagement survey plan.

NetScout is also bolstering its employee development and engagement efforts to create consistent, transparent talent processes for all employees that include the following elements:

Talent Development

NetScout invests in the ongoing development of its employees across the globe. As part of that program, we offer opportunities to identify leaders and develop and support all employees, including:

Total Rewards

To fortify and extend our leadership, we must continue to attract and retain talented employees at all levels of our Company. We offer competitive compensation and benefits packages to attract, retain, and motivate our employees. Our compensation packages include market-competitive pay and incentive compensation, and additional compensation in accordance with the role and local requirements, restricted stock unit grants (RSUs), an employee stock purchase plan, retirement benefits, health benefits, paid time off, and leave benefits.

In fiscal year 2023, we began granting RSUs to all eligible employees throughout the Company, subject to applicable law. We believe that this new practice will help to attract and retain top talent in an increasingly tight labor market while also aligning all employees’ incentive with long-term stockholder value creation.

We are committed to providing programs that support employee well-being and motivate our people to lead healthier lifestyles, such as free on-demand virtual fitness programs, live virtual yoga, and access to onsite gyms where available, as well as employee assistance programs. In addition, employees have access to on-demand learning and development courses and tuition reimbursement programs to support career development.

Health and Safety

NetScout’s Environment, Health, and Safety (EHS) Council is responsible for EHS policy, managing and coordinating EHS regulatory compliance, and tracking goals and results. The EHS Council reports to senior executives, and its results are reported to the Nominating and Corporate Governance Committee of the Board of Directors as part of the committee’s comprehensive review of corporate responsibility.

Diversity, Equity, and Inclusion

NetScout is committed to creating an environment that values people’s differences and fosters inclusion. Diversity, Equity, and Inclusion (DEI) are cornerstones of our organizational excellence and complement our core values of performing with integrity, compassion, collaboration, and innovation. We embrace our employees’ differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make our employees unique.

To help ensure DEI perspectives play an appropriate role in our human capital programs, we recently revised our Diversity, Equity, and Inclusion Policy and will seek to enhance our employees’ understanding of DEI through Company-wide training, tracked and reviewed with the executive team. In addition, we designated a DEI program team, reporting to the Chief Human Resources Officer, to foster transparent and equitable processes in employee engagement, onboarding, learning and development, policymaking, and career planning.

A cornerstone of our DEI strategy is collaborating with industry and university partners to enhance our diversity. We work with industry partners, including third-party recruiting organizations that specialize in diversity in hiring, and post our open position requisitions on diversity job boards. We track our progress and make improvements to reach a broader, more diverse, talent base. We also partner with universities with diverse student enrollment to recruit our summer interns. We strive to ensure our interns have a great experience at NETSCOUT and are eager to return as employees.

Our Board of Directors continues to consider diversity, among other attributes, within the Director recruitment process. As we have set out in our proxy statements, the Nominating and Corporate Governance Committee seeks to identify and recruit diverse, qualified candidates, including women and underrepresented candidates, as part of the search process for any new Directors. Our Board diversity is reflected through our Chair and our two female Directors.

ELECTION OF DIRECTORS

We are asking our stockholders to vote “FOR” three nominees for election as Class II Directors, each to serve on our Board for a three-year term until the 2025 Annual Meeting of Stockholders and until his successor is elected and qualified or, if earlier, the

Director’s death, resignation, or removal. Each of the nominees was previously elected by stockholders at the 2019 Annual Meeting of Stockholders.

In addition to the three nominees in Class II, the Board is composed of three Class I Directors, Messrs. Grasso and Szabados and Ms. Vitale, whose terms expire at the 2024 Annual Meeting of Stockholders, and three Class III Directors, Messrs. Hadzima and Perretta and Ms. Spradley, whose terms expire at the 2023 Annual Meeting of Stockholders.

As of the Record Date, the size of the Board was fixed at nine members. NetScout’s bylaws and certificate of incorporation divide the Board into three classes. The members of each class of Directors serve for staggered three-year terms.

We believe effective oversight comes from a Board that represents a diverse range of experience and perspectives that provide the collective qualifications, attributes, skills, and experience necessary for sound governance. The Nominating and Corporate Governance Committee establishes and regularly reviews with the Board the qualifications, attributes, skills, and experience that it believes are desirable to be represented on the Board to help ensure that they align with NetScout’s long-term strategy.

We believe our Directors possess a range and depth of expertise and experience to effectively oversee NetScout’s operations, risks, and long-term strategy.

The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on our Board of Directors. The fact that a specific area of focus or experience is not designated does not mean the Director nominee does not possess that attribute or expertise. Rather, the attributes or experiences noted below are those reviewed by the Nominating and Corporate Governance Committee and our Board of Directors in making nomination decisions and as part of the Board succession planning process.

Anil K. Singhal

Anil K. Singhal has been a member of the Board since co-founding NetScout in June 1984, and has served as Chairman since January 2007.

Robert E. Donahue

Robert E. Donahue has been a member of the Board since March 2013.
                
    

John R. Egan

John R. Egan has been a member of the Board since October 2000.
    

Joseph G. Hadzima, Jr

Joseph G. Hadzima, Jr has been a member of the Board since July 1998.
    

Christopher Perretta

Christopher Perretta has been a member of the Board since September 2014.

Susan L. Spradley

Susan L. Spradley has been a member of the Board since April 2018.
        

Alfred Grasso

Alfred Grasso has been a member of the Board since April 2018.
                

Michael Szabados

Michael Szabados has been the Vice Chairman of the Board since February 2019 and has served as NetScout’s Chief Operating Officer since April 2007.

Vivian Vitale

Vivian Vitale has been a member of the Board since February 2019.

Director Compensation Highlights

Overview of Director Compensation Program

We use a combination of cash and equity-based compensation to attract and retain individuals to serve on our Board. In developing our Director compensation program, the Board considered market data from a peer group of companies identical to those used to benchmark executive compensation.

We only compensate non-employee Directors for their service on our Board. Mr. Singhal and Mr. Szabados are not non-employee Directors because they serve as our CEO and COO, respectively. Accordingly, neither Mr. Singhal nor Mr. Szabados receive any compensation for service on our Board.

Our Board’s outside Directors receive cash compensation as set forth below:

In addition to the cash compensation described above, outside Directors are entitled to receive equity compensation. Our Board reviews equity compensation for outside Directors periodically.

In fiscal year 2022, each outside Director received a grant of restricted stock units with a grant date fair value of approximately $188,440 on September 9, 2021, consisting of 7,000 restricted stock units (the “Director RSUs”), which vest on the first anniversary of the grant date, provided that the Director attended at least 75%, in the aggregate, of the Board and Committee meetings on which they served in fiscal year 2022. If this attendance requirement is not met, the restricted stock will vest on the third anniversary of the grant date. No other equity awards are given to our non-employee Directors.

Stockholder-Approved Director Compensation Limit

The NetScout Systems, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), under which the Director RSUs were granted,

provides that the aggregate value of all cash and equity-based compensation paid or granted, as applicable, by NetScout to any individual for service as a Non-employee Director with respect to any fiscal year of NetScout will not exceed $750,000.

Stock Ownership Guideline

Non-employee Directors are required to accumulate and hold, within four years from appointment or election to their position on the Board, an investment level in our common stock equal to four times their annual board retainer.

Prohibition on Hedging, Pledging, and Insider Trading

Our Amended and Restated Insider Trading and Trading Window Policy expressly prohibits our Directors from hedging, pledging and insider trading. Please see “Policies for Compensation Risk Mitigation” for more information.

Jean Bua

Professional Experience and Biography

John W. Downing

Professional Experience and Biography

We are an industry leader with over three decades of experience in providing service assurance and cybersecurity solutions that are used by customers worldwide to protect their digital business services against disruption. Service providers and enterprises, including local, state and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end user experience, and protect their networks from attack. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in

downtime, interruptions to services, poor service quality or compromised data, thereby reducing mean time-to-resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Some of the more significant technology trends and catalysts for our business include the evolution of customers’ digital transformation initiatives such as the migration to cloud environments, the rapidly evolving cybersecurity threat landscape, business intelligence and analytics advancements, and the 5G evolution in both the service provider and enterprise customer verticals.

We achieved all of our major objectives and more for fiscal year 2022. In fiscal year 2022, we continued to execute on our “NetScout Without Borders” strategy. We increased our existing customer business, forged new customer relationships, and further advanced our cybersecurity agenda. These actions helped us to deliver a strong performance on multiple fronts, which included revitalizing revenue growth, enhancing margins, increasing diluted earnings per share (“EPS”), and generating strong cash flow and free cash flow. At the top line, total revenue (GAAP and non-GAAP) grew by approximately 3% year-over-year, driven by high single-digit product revenue growth. Additionally, our product mix in our transition to software-centric solutions along with our disciplined cost management approach allowed us to enhance both our gross and operating margins. At the bottom line, GAAP and non-GAAP diluted EPS grew at a rate of approximately 85% and 8%, respectively, on a year-over-year basis, which greatly exceeded our total revenue growth rate. As a result of this performance, we generated strong operating cash flow and free cash flow of over $296 million and over $285 million in fiscal year 2022, respectively. We also ended the fiscal year with a robust backlog, providing us with an excellent foundation for further revenue growth in fiscal year 2023.

More specifically, for fiscal year 2022 ⁽¹⁾:

Total Revenue

Net Income and Net Income Per Share

Our executive compensation program is structured to provide strong pay-for-performance alignment. During fiscal year 2022, we achieved our strategic and financial objectives. From a strategic perspective, we advanced the next evolution of our strategy, which we call “NetScout Without Borders” and enhanced our existing product offerings, including our new OMNIS product line. From a financial perspective, we achieved our goals of growing revenue and enhancing non-GAAP EPS through increased non-GAAP gross margin and operating leverage and generating strong free cash flow in fiscal year 2022.

As discussed in detail below, for the fiscal year 2022 annual incentive bonus awards, the Compensation Committee established a total revenue target range of $835 million to $865 million, targeting the mid-point of that range, and a non-GAAP diluted EPS target range of between $1.71 and $1.77, targeting the high-end of the range. NetScout achieved both targets by delivering $855.6 million in revenue and non-GAAP diluted EPS of $1.84. This strong financial performance of delivering solid revenue and non-GAAP EPS growth despite the continuing disruptions caused by the COVID-19 pandemic led to funding the NetScout-wide bonus pool at 141% of the target bonus opportunity.

Consistent with our pay-for-performance philosophy and as more fully described below, for fiscal year 2022, we:

		Increased NEO base salaries by 10% while maintaining annual incentive bonus target percentages at the same levels as in fiscal year 2021;

		Approved, for the first time, performance-based equity awards for our NEOs with a multi-year performance period in accordance with our long-term equity compensation objectives; and

		Approved annual incentive bonus payouts at 138.6% of target for our NEOs, below the company-wide bonus pool amount, after assessing our corporate performance for fiscal year 2022, as well as each NEO’s individual performance.

The Compensation Committee and the Board focus significant time and attention on the issues raised by our stockholders. In particular, the Compensation Committee reviews specific feedback when it is received from our investors and proxy advisory firms on certain compensation practices and related disclosures.

At our 2021 Annual Meeting of Stockholders, our stockholders approved our executive compensation with approximately 93% of the total votes cast voting in favor. The Compensation Committee carefully considered the results of the advisory vote on our say-on-pay proposal in the context of its annual review of executive compensation and the on-going work of the Compensation Committee.

The Compensation Committee reviews our executive compensation program, including the mix of long-term versus short-term incentives and cash versus equity compensation, over the course of several meetings each year to evaluate whether the program supports the objectives below.

The Compensation Committee also considers our past financial performance and future goals, individual performance and experience, and overall compensation levels when making compensation decisions.

The principal objectives of our executive compensation programs are:

For fiscal year 2022, after reviewing NetScout’s and individual NEO’s performances, as well as peer group market data, the Compensation Committee approved for each NEO other than the CEO, and the Board approved for the CEO, effective April 1, 2021, a 10% increase to the base salary of each NEO. In approving the adjustments, the Compensation Committee and

the Board considered that each of our NEOs was positioned below the 25th percentile of the peer group market data both prior to and after taking the increases into account and that such increases were deserved in light of each NEO’s performance. The bonus target percentage for each of our NEOs remained unchanged from fiscal year 2021.

Each year, we adopt an executive bonus plan that provides for cash incentive payments to our NEOs upon the achievement of certain corporate and individual performance objectives set forth in the plan. Our executive bonus plan for fiscal year 2022 (the “FY22 Bonus Plan”) was designed to provide an annual variable cash incentive to motivate participants to achieve corporate and individual performance objectives and to reward participants for their achievements when those objectives are met. Executive bonus plan results and payment amounts are generally determined following the subject year, after audited financials have been completed and announced.

The payment amount to be earned by each NEO under the FY22 Bonus Plan was determined based on four variables:

Corporate Performance Goals and Achievement

On June 29, 2021, our Compensation Committee for our NEOs other than the CEO, and the Board, for our CEO, adopted the FY22 Bonus Plan. For purposes of the FY22 Bonus Plan, the corporate performance metrics common for all of our NEOs combined for 70% weight when calculating bonus plan achievement and consisted of Company financial performance (revenue and non-GAAP profitability (EPS) targets), which was assigned a 50% weight, and the development and launch of our strategy to transition NetScout to a full software business model on a certain timeframe, which was assigned a 20% weight.

The Compensation Committee and the Board set fiscal year 2022 financial performance metrics at levels meaningfully above our fiscal year 2021 performance and believe that these financial performance measures correlate strongly with stockholder values and that using a combination of these metrics provides an effective way to measure our executive team’s ability to create sustainable growth.

The following table sets forth the corporate performance metric target levels approved by the Compensation Committee and the Board in June 2021 and the actual levels achieved, calculated in accordance with the FY22 Bonus Plan.