The CEO's total compensation of $2,437,479 (fiscal year 2025, the most recent pre-extracted figure) is modest for a $2.9B information technology company and is well within benchmark expectations for a CEO at this market cap band. The prior year Say on Pay vote received 86.63% support, comfortably above the 70% threshold that would require visible changes. The pay program includes meaningful performance-based components — approximately 40% of equity awards are performance stock awards tied to relative total shareholder return versus the Russell 2000 Index over a three-year period, and annual bonuses are tied to pre-set financial targets — so incentive pay is genuinely at risk. NTCT's 3-year price return of +32.8% outperforms the peer group median of -4.3% by +37.1 percentage points, confirming that above-target bonus payouts (174.7% of target in fiscal 2026) are aligned with strong shareholder outcomes; the pay-for-performance alignment check passes.

KPMG LLP is a Big 4 firm appropriate for a company of NTCT's size ($2.9B market cap). Auditor tenure is not disclosed in the provided filing text, so the tenure trigger cannot be confirmed and per policy a FOR vote is maintained without that data point. No fee table data was provided in the filing excerpt to assess the non-audit fee ratio, so no independence concern can be confirmed; the default FOR vote applies. No material restatements are disclosed.