NetScout Systems, Inc. Summary of Non-Employee Director Compensation (Effective November 2014)
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Summary
NetScout Systems, Inc. outlines the compensation structure for its non-employee directors, effective November 2014. Non-employee directors receive an annual retainer of $36,000, with additional payments for committee service and chairperson roles. The lead director and committee chairs receive higher retainers. Directors are also granted annual restricted stock units (RSUs) and cash to offset taxes, with vesting tied to meeting attendance requirements. Directors are reimbursed for reasonable expenses related to board duties. If attendance requirements are not met, RSUs vest after three years instead of immediately.
EX-10.8 2 ntct-ex108_20141231.htm EXHIBIT 10.8 NTCT-EX10.8_2014.12.31
Exhibit 10.8
NetScout Systems, Inc.
Summary of Non-Employee Director Compensation
Effective as of November 2014, non-employee directors are compensated $36,000 annually for their services and do not receive any additional compensation for any regular Board meeting attended. The lead non-employee director receives an additional annual retainer of $30,000. Non-employee directors currently receive $10,000 annually for serving on the Audit Committee, $8,000 annually for serving on the Compensation Committee, and $6,000 annually for serving on the Nominating Committee. In addition, directors who are chairpersons of a particular committee are also given additional annual compensation of $20,000 for the Audit Committee, and $10,000 for the Compensation Committee, and $8,000 for the Nominating Committee and $6,000 for the Finance Committee. Finance Committee members receive $1,000 for each meeting attended in person and $800 for each meeting attended via telephone. Non-employee directors are also reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or of any committee and for attendance at approved director education programs.
Non-employee directors are granted annually equity-based awards in the form of restricted stock units and related cash amounts upon vesting to defray the corresponding tax liability as follows:
Element | Role/Position | |||||||||||
Lead Director | Chairperson | Other Directors | ||||||||||
Total value (RSU Grant and Cash Offset) | $ | 212,000 | $ | 159,000 | $ | 132,500 | ||||||
RSU Grant | $ | 132,000 | $ | 99,000 | $ | 82,500 | ||||||
Cash Offset | $ | 80,000 | $ | 60,000 | $ | 50,000 | ||||||
These restricted stock unit awards vest 100% on the date of our annual meeting provided that during such year, such director attends at least 75%, collectively, of the meetings of the Board and any committee of the Board of which such director is a member. In the event that the foregoing attendance requirements are not met, then 100% of these restricted stock units will vest on the third anniversary of the date of grant. No other equity awards are given to our non-employee directors.
