DEF 14A of Gen Digital Inc., Jul 31, 2023

DEF 14A of Gen Digital Inc.

Filed Jul 31, 2023 · FY20230001104659-23-085523

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | Age | Director Since | Independent | Diversity | Committee Memberships* | | | | Other Public Boards** | | | | | | | AC | CC | NGC | Tech | | | Susan P. Barsamian Director | 64 | 2019 | | WD | | | C | | 2 | | Pavel Baudis Director | 63 | 2022 | | | | | | | 0 | | Eric K. Brandt Director | 61 | 2020 | | | C | | | | 3 | | Frank E. Dangeard Managing Partner, Harcourt | 65 | 2007 | | | | | | | 3 | | Nora M. Denzel Director | 60 | 2019 | | W | | | | | 2 | | Peter A. Feld Managing Member, Portfolio Manager and Head of Research, Starboard Value LP | 44 | 2018 | | | | C | | | 1 | | Emily Heath Director | 49 | 2021 | | WD | | | | C | 0 | | Vincent Pilette Chief Executive Officer | 51 | 2019 | | | | | | | 0 | | Sherrese M. Smith Managing Partner, Paul Hastings | 51 | 2021 | | WD | | | | | 1 | | Ondrej Vlcek President | 45 | 2022 | | | | | | | 0 |

  3. Our Director Nominees

    | = Member | C = Chair |

  4. Our Director Nominees

    | Committees: AC = Audit | CC = Compensation and Leadership Development | NGC = Nominating and Governance | | Tech = Technology and Cybersecurity | W = Woman | D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+) |

  5. Our Director Nominees

    * Reflects our Board and committee composition following the Annual Meeting. ** Reflects membership on boards of companies publicly traded in the U.S.

  6. Nominees for Director

    Nominees for Director The names of each nominee for director, their ages as of July 17, 2023, and other information about each nominee is shown below.

  7. Nominees for Director

    | Name | Age | Principal Occupation | Director Since | | Susan P. Barsamian | 64 | Director | 2019 | | Pavel Baudis | 63 | Director | 2022 | | Eric K. Brandt | 61 | Director | 2020 | | Frank E. Dangeard | 65 | Managing Partner, Harcourt | 2007 | | Nora M. Denzel | 60 | Director | 2019 | | Peter A. Feld | 44 | Managing Member, Portfolio Manager and Head of Research, Starboard Value LP | 2018 | | Emily Heath | 49 | Director | 2021 | | Vincent Pilette | 51 | CEO | 2019 | | Sherrese M. Smith | 51 | Managing Partner, Paul Hastings | 2021 | | Ondrej Vlcek | 45 | President | 2022 |

  8. Nominees for Director

    | Susan P. Barsamian | Director Age: 64 | | Director Since: 2009 Committee Memberships: • Compensation • Nominating & Governance (Chair) • Technology and Cybersecurity Other Current Public Boards: • Box, Inc. • Five9, Inc. Other Public Boards in the Last Five Years: • None | From 2006 to 2016, Ms. Barsamian served in various executive roles at Hewlett Packard including Chief Sales and Marketing Officer for Hewlett Packard Enterprise Software and General Manager of the Enterprise Cybersecurity Products business. Prior to joining Hewlett Packard, Ms. Barsamian was Vice President, Global Go-to-Market for high growth at Mercury Interactive, Senior Vice President Marketing for Critical Path and held various leadership roles at Verity where she was based in London for four years. Ms. Barsamian serves on the board of directors of Box, Inc., a cloud content management company, Five9, Inc., a cloud contact center software company; and the Kansas State University Foundation. She also served on the Board of the National Action Council for Minorities in Engineering (NACME) from 2012 to 2017, including as Chairman of the Board from 2016 to 2017. She received a B.S. degree in Electrical Engineering from Kansas State University and completed post-graduate studies at the Swiss Federal Institute of Technology. The Board believes Ms. Barsamian’s qualifications to sit on our Board of Directors include her extensive technical, business, and leadership experience in the technology industry, including over 35 years of experience as an operating executive and her focus on enterprise software sales and global go-to-market strategies. She has served as an executive and board member for major cloud, computer and cybersecurity companies, and has operated in a broad range of roles from sales and marketing to product, research and development, and business operations. Ms. Barsamian also has experience serving as a public company outside director. |

  9. Nominees for Director

    | Pavel Baudis | Director Age: 63 | | Director Since: 2022 Committee Memberships: • Technology & Cybersecurity Other Current Public Boards: • None. Other Public Boards in the Last Five Years: • None. | Pavel Baudis co-founded Avast and served as one of Avast’s Directors from the incorporation of AVAST Software a.s. in 2006 until 2014. In 1988, Mr. Baudis wrote the original software program from which Avast’s current portfolio of security solutions has developed. Prior to co-founding Avast, Mr. Baudis was a graphics specialist at the Czech Computer Research Institute (VUMS). Mr. Baudis holds an MS in Information Technology from the Prague School of Chemical Engineering. The Board believes Mr. Baudis’s qualifications to sit on our Board of Directors include his extensive technical, business, cybersecurity, and leadership experience in the technology industry, including as a founder, director and an operating executive and his focus on enterprise software sales and global go-to-market strategies. |

  10. Nominees for Director

    | Eric K. Brandt | Director Age: 61 | | Director Since: 2020 Committee Memberships: • Audit (Chair) Other Current Public Boards: • Dentsply Sirona Inc. • LAM Research Corporation • The Macerich Company Other Public Boards in the Last Five Years: • Altaba Inc. | Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 until February 2016, and he served as its Senior Vice President and Chief Financial Officer from March 2007 until February 2010 . From September 2005 until March 2007, Mr. Brandt served as CEO and President and member of the Board of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately-held global business consulting firm, most recently serving as Vice President and Partner. Mr. Brandt serves as the Chairman of the Board of Directors of Dentsply Sirona Inc., a dental product solutions company, and as a member of the Board of Directors of LAM Research Corporation, a semiconductor equipment company and The Macerich Company, a real estate investment trust. Mr. Brandt also previously served on the Board of Directors of Yahoo! Inc. from 2016 to 2017 and of Altaba Inc. (formerly Yahoo! Inc.) from 2017 to 2019. The Board believes Mr. Brandt’s qualifications to sit on our Board of Directors include his extensive leadership and management experience, including as an executive officer and director of multiple public companies, his broad financial skillset as a Chief Financial Officer, his experience overseeing and leading public companies through business combinations and strategic transformational events, and his expansive exposure to the innovation and technology sectors. |

  11. Nominees for Director

    | Frank E. Dangeard | Chair of the Board Managing Partner, Harcourt Age: 65 | | Director Since: 2007 Committee Memberships: • Audit • Nominating & Governance Other Current Public Boards: • NatWest Group plc (U.K.) • IHS Towers limited (Cayman) • Spear Investments, B.V. (the Netherlands)1 Other Public Boards in the Last Five Years: • RPX Corp. | Frank E. Dangeard has been Chairman of the Board of Directors of Gen since December 2019 (and prior to that he served on the Board of directors of Symantec from January 2007 to November 2019). He is Managing Partner of Harcourt. From September 2004 to February 2008, he was Chairman and CEO of Thomson SA (France). From 2002 to September 2004, he was Deputy CEO of Orange S.A. (formerly France Télécom S.A. (France)). He joined Thomson SA (France) in 1997 as Deputy CEO and was appointed Vice Chairman in 2000. Prior to joining Thomson SA, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. (U.K.) and Chairman of SG Warburg France. Before joining SG Warburg, Mr. Dangeard was a lawyer with Sullivan & Cromwell LLP in New York and London. Mr. Dangeard also serves on the Board of Directors of the NatWest Group (ex. RBS Group, U.K.), IHS Towers limited (Cayman) and Spear Investments, N.V. (the Netherlands). He is Chairman of NatWest Markets (U.K.), the investment banking arm of NatWest Group. He graduated from the Ecole des Hautes Etudes Commerciales, the Paris Institut d’Etudes Politiques and from the Harvard Law School. Mr. Dangeard splits his time between Europe and the United States. The Board believes Mr. Dangeard’s qualifications to sit on our Board of Directors include his broad international experience in managing and leading media and technology companies, his significant experience holding executive officer positions, and his extensive public company board service. |

  12. Nominees for Director

    1 Securities of Spear Investments, B.V. are traded on the Euronext Amsterdam stock exchange and IHS Towers is a subsidiary of IHS Holding Limited, which is traded on the New York Stock Exchange.

  13. Nominees for Director

    | Nora M. Denzel | Director Age: 60 | | Director Since: 2019 Committee Memberships: • Audit • Compensation • Technology and Cybersecurity Other Current Public Boards: • Advanced Micro Devices, Inc. • SUSE SA Other Public Boards in the Last Five Years: • Telefonaktiebolaget LM Ericsson (Sweden) • Talend S.A. | Nora M. Denzel previously served as interim CEO of Outerwall Inc., an automated retail solutions provider, from January to August 2015. Prior to Outerwall, Ms. Denzel held senior executive management positions from February 2008 through August 2012 at Intuit Inc., a consumer/SMB cloud financial management software company, including Senior Vice President of Big Data, Social Design and Marketing and Senior Vice President and General Manager of the QuickBooks Employee Management business unit. From 2000 to 2006, Ms. Denzel held several executive level positions at HP Enterprise (formerly Hewlett-Packard Company), including Senior Vice President and General Manager, Software Global Business Unit from May 2002 to February 2006 and Vice President of Storage Organization from August 2000 to May 2002. Prior to that, Ms. Denzel held executive positions at Legato Systems Inc. and IBM Corporation. Ms. Denzel serves on the Board of Directors of Advanced Micro Devices, Inc., and SUSE SA. She serves on the non-profit board of the National Association of Corporate Directors. She holds a Master of Business Administration degree from Santa Clara University and a B.S. degree in Computer Science from the State University of New York. In addition, she holds an NACD Directorship Certification (NACD.DC). The Board believes Ms. Denzel’s qualifications to sit on our Board of Directors include her leadership, governance, risk management and technical experience that she gained as an executive officer of technology companies and as a director of both public and private company boards. |

  14. Nominees for Director

    | Peter A. Feld | Director Managing Member, Portfolio Manager and Head of Research, Starboard Value LP Age: 44 | | Director Since: 2018 Committee Memberships: • Compensation (Chair) • Nominating and Governance Other Current Public Boards: • Green Dot Corporation Other Public Boards in the Last Five Years: • GCP Applied Technologies Inc. (Chair) • Magellan Health, Inc. • AECOM • Marvell Technology Group Ltd. • The Brink’s Company • Insperity, Inc. | Peter A. Feld has served as a Managing Member, Portfolio Manager and Head of Research of Starboard Value LP (Starboard) since April 2011. Prior to founding Starboard in 2011, Mr. Feld was a Managing Director and Head of Research at Ramius LLC for funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius in February 2005, Mr. Feld was an analyst in the Technology Investment Banking group at Banc of America Securities LLC. Mr. Feld has served on the board of directors of Green Dot Corporation, a financial technology company, since March 2022. Mr. Feld previously served as a member of the boards of directors of GCP Applied Technologies, Inc., a technology company, from June 2020 until it was acquired by Compagnie de Saint-Gobain S.A. in September 2022; Magellan Health, Inc., a healthcare company, from March 2019 until it was acquired by Centene Corporation in January 2022; AECOM, a multinational infrastructure firm, from November 2019 to June 2020; Marvell Technology Group Ltd., a storage, networking and connectivity semiconductor solutions company, from May 2016 to June 2018; The Brink’s Company, a global leader in security-related services, from January 2016 to November 2017; Insperity, Inc., an industry-leading HR services provider, from March 2015 to June 2017; Darden Restaurants, Inc., a full-service restaurant company, from October 2014 to September 2015; Tessera Technologies, Inc. (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014; and Integrated Device Technology, Inc., a company that designed, developed, manufactured and marketed a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014. Mr. Feld received a B.A. degree in Economics from Tufts University The Board believes Mr. Feld’s qualifications to sit on our Board of Directors include his broad experience as a director serving on other public company boards, significant financial expertise in the technology sector, and business acumen that includes advising multiple companies through various transformational experiences and business combinations. |

  15. Nominees for Director

    | Emily Heath | Director Age: 49 | | Director Since: 2021 Committee Memberships: • Audit • Technology and Cybersecurity (Chair) Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | Emily Heath has served as a General Partner of Cyberstarts, a venture capital firm, since February 2023. Previously, from August 2022, she served as a Board Advisor and Chief Product Marketing Officer for Cyberstarts. She served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc. from October 2019 through March 2022. Prior to that, Ms. Heath served as Vice President, Chief Information Security Officer at United Airlines, Inc. from February 2017 through October 2019. Before joining United Airlines, Ms. Heath held numerous positions at AECOM, an infrastructure consulting firm, from 2013 through 2017, most recently as its Vice President, Chief Information Security Officer. Ms. Heath is a former Detective with the British Police where she led investigations into large scale investment frauds, identity theft and money laundering cases, working with London’s Serious Fraud Office, the FBI and the SEC. Ms. Heath currently serves on the Board of Directors of LogicGate, Inc., a private cloud-based governance, risk and compliance management company and Wiz, a private cloud security company. She went to school in the United Kingdom and is trained in multiple areas of investigations, risk and security. The Board believes Ms. Heath’s qualifications to sit on our Board of Directors include her depth of knowledge and experience regarding cybersecurity and broad international exposure in the innovation and technology sectors. She has held various senior leadership positions in public companies and has significant experience managing teams that oversee cybersecurity and data privacy issues. |

  16. Nominees for Director

    | Vincent Pilette | CEO & Director Age: 51 | | Director Since: 2019 Committee Memberships: • None Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | In 2019, Mr. Pilette was appointed CEO of NortonLifeLock, renamed Gen in 2022 after the acquisition of Avast. As CEO, Mr. Pilette led the separation of the consumer assets of Symantec and their transformation into NortonLifelock, the global leader in consumer Cyber Safety. Mr. Pilette directed and implemented the strategy that led to the acquisition of Avast and the formation of Gen. Prior to joining Gen in May 2019, Mr. Pilette served as Chief Financial Officer of Logitech International S.A. (Switzerland), a consumer electronics company listed on the Nasdaq Global Market and the SIX Swiss Exchange, from September 2013 to May 2019. Mr. Pilette has substantial expertise at technology companies with over 20 years of senior operating and management experience in the Technology sector, including additional positions at Electronics For Imaging, and Hewlett-Packard in the U.S. and EMEA. Mr. Pilette currently serves on the board of directors of SonicWall, a privately held software company in the cyber security space. Mr. Pilette holds an M.S. in engineering and business from Université Catholique de Louvain in Belgium and an M.B.A. from Kellogg School of Management at Northwestern University in Chicago. The Board believes Mr. Pilette’s qualifications to sit on our Board of Directors include his depth of knowledge and experience regarding Gen, its business and its strategic business combinations and ongoing transformation. He has also substantial expertise at technology companies and has held various executive officer and leadership positions within multiple public companies. Further, he has broad international exposure and innovation and technology experience, and his business acumen and knowledge are invaluable to our Board of Directors. |

  17. Nominees for Director

    | Sherrese M. Smith | Director Managing Partner, Paul Hastings LLC Age: 51 | | Director Since: 2021 Committee Memberships: • Nominating & Governance • Technology and Cybersecurity Other Current Public Boards: • Cable One, Inc. Other Public Boards in the Last Five Years: • None | Sherrese Smith has served as a corporate partner at Paul Hastings LLP, a global law firm, since 2013, where she is a member of the firm’s media, technology and telecommunications practice and currently serves as Managing Partner, where she helps direct the growth, management, and strategy of the firm. She previously served as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith is known as one of the country’s preeminent Data Privacy and Cybersecurity and Media and Technology attorneys. Ms. Smith regularly counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response issues across various jurisdictions (including the U.S., E.U., and Asia). Mr. Smith is also renowned for superior advisement on crisis issues and, as a result, is regularly sought after by corporate board members and the C-suite. Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission from 2009 to 2013, before which she was Vice President and General Counsel of Washington Post Digital and served in various other leadership positions from 2002 to 2009. Ms. Smith also currently serves as a member of the Board of Directors of Cable One, Inc., a broadband communications provider. She is also a member of the Northwestern University’s Law School board, a member of the University of Maryland’s Journalism School board as well as American’s Public Television Stations executive board. Ms. Smith holds a bachelor’s degree in Finance from the University of South Carolina and a Juris Doctor from the Northwestern University Pritzker School of Law. The Board believes Ms. Smith’s qualifications to sit on our Board of Directors include her extensive management and leadership experience, broad exposure to cybersecurity matters, experience as a director serving on other public company boards, reputation for her business acumen, and her extensive experience advising on media, data privacy, and technology matters. |

  18. Nominees for Director

    | Ondrej Vlcek | President and Director Age: 45 | | Director Since: 2022 Other Current Public Boards: • None. Other Public Boards in the Last Five Years: • None. | Ondrej Vlcek previously served as CEO of Avast from July 2019 until September 2022, having also served as President of Avast Consumer, the largest business within the company, and directed the development of Avast’s artificial intelligence-based cloud security network. Mr. Vlcek was also a key member of the executive team that took the company public on the London Stock Exchange in May 2018. Previously, he held the combined position of Executive Vice-President & General Manager, Consumer, and Chief Technology Officer at Avast from 2014 to 2018. In this role, he led Avast’s transformation from a traditional PC antivirus vendor to the leading provider of a full portfolio of protection, privacy, and performance products for consumers. Prior to that, Mr. Vlcek was chief developer, heading the team that developed one of the first ever antivirus programs for Windows. Mr. Vlcek holds an MS in Mathematics from Czech Technical University in Prague. He is a recognized industry speaker having delivered keynotes at several high-profile events including RSA, Web Summit, Black Hat and SXSW. The Board believes Mr. Vlcek’s qualifications include his extensive technical, business, and leadership experience in the technology industry and his depth of knowledge and experience regarding Avast products. He also has significant experience as a leader during strategic transformations in large company’s lifecycles. The Board believes his extensive management experience, broad international exposure and emerging market experience and innovation and technology experience, including through his service as Chief Executive Officer of technology companies, make him a valuable member of our Board. |

  19. Director Compensation

    Director Compensation Director Compensation Highlights • Fees for committee service and service on the Board • Emphasis on equity in the overall compensation mix • Full-value equity grants with time-based vesting • No performance-based equity award • Robust stock ownership guideline • Stockholder approved annual limit on non-employee director compensation Policies prohibiting hedging and pledging by our directors The policy of the Board is that the compensation for independent directors should be a mix of cash and equity-based compensation. Gen does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from Gen for their services. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation.

  20. Fiscal Year 2023 Director Compensation Changes

    Fiscal Year 2023 Director Compensation Changes In June 2022, in accordance with the recommendation of the Compensation Committee, and based on input from its compensation consultant, the Board amended and restated our non-employee director compensation policy for FY23 to increase our Independent Chair cash retainer from $75,000 to $100,000 to better reflect market practice and to appropriately compensate our Chair for his time, commitment, and contributions to the Board and to require vesting for director fees and RSUs. Annual Fees: Pursuant to our amended and restated non-employee director compensation policy, non-employee directors were entitled to the following cash retainers for FY23.

  21. Fiscal Year 2023 Director Compensation Changes

    | 2023 Annual Retainers: | | | All Non-Employee Directors | $50,000 | | Independent Chair | $100,000 | | Audit Committee Chair | $15,000 | | Compensation Committee Chair | $15,000 | | Nominating and Governance Committee Chair | $10,000 | | Technology and Cybersecurity Committee Chair | $10,000 | | Audit Committee Membership | $15,000 | | Compensation Committee Membership | $10,000 | | Nominating and Governance Committee Membership | $5,000 | | Technology and Cybersecurity Committee Membership | $5,000 |

  22. Fiscal Year 2023 Director Compensation Changes

    Committee chairs are entitled to receive the committee membership retainer in addition to the committee chair retainer. Such retainers are earned in equal portions quarterly on December 1st, March 1st, June 1st and September 1st, subject to the director’s service through each such date. Directors who join Gen after the beginning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. Each non-employee director can also elect to receive his or her annual retainer fee in the form of restricted stock units (RSUs) covering whole shares in lieu of cash payments, which will be granted on the date of the Annual Meeting of Stockholders immediately following such election (or on the date of appointment for new non-employee directors who join the Board between annual meetings) and which will vest on the same dates as the cash retainers. Annual Equity Awards. Pursuant to our amended and restated non-employee director compensation policy, beginning in FY23, on the date of each annual meeting of stockholders, each non-employee director is entitled to receive an annual award of RSUs having a fair market value on the grant date equal to $260,000, which will vest 100% on the earlier of the first anniversary of the date of grant and the next annual meeting of stockholders, subject to the director’s continued service through the vesting date. The amount of such grants will be prorated for directors who are appointed between annual meeting of stockholders. Change in Control. In the event of a change in control, all unearned cash fees and unvested RSU awards granted to non-employee directors under the non-employee director compensation policy will accelerate in full. Gap Period. On the date of the 2022 Annual Meeting of Stockholders, each non-employee director serving on the Board during the period from the first day of FY23 to the date of the 2022 Annual Meeting of Stockholders (such period, the Gap Period) was also entitled to receive a prorated annual cash retainer fee equal to $20,833, prorated committee fees, and fully vested whole shares with a fair market value on the grant date equal to $108,833 to compensate such directors for their service on the Board during the Gap Period. Non-employee directors could elect to receive fully vested whole shares on the date of the 2022 Annual Meeting of Stockholders in lieu of cash for their prorated annual cash retainer fee. Stock-Approved Limited on Non-Employee Directors Compensation. Our stockholder approved 2013 Plan also provides that the aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director of our Board of Directors with respect to any fiscal year, including awards granted under the 2013 Plan and cash fees paid by us to such non-employee director, will not exceed $900,000 in total value. Director Stock Ownership Guidelines: The Compensation Committee adopted the following stock ownership guidelines for our non-employee directors to better align our directors’ interests with those of our stockholders: • Directors must maintain a minimum holding of company stock with a fair market value equal to ten times (10x) such director’s total annual cash retainer; • In the event the annual retainer (or any portion thereof) is paid to a non-employee director in equity instead of cash, the value of such annual retainer for purposes of calculating the minimum holding requirement means the grant date fair value of the annual equity award (or applicable portion thereof); • New directors will have five years to reach the minimum holding level; and • Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants. The stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 47 of this proxy statement. As of June 15, 2023, all our directors had either met their stock ownership requirement or had remaining time to do so.

  23. Fiscal 2023 Director Compensation

    Fiscal 2023 Director Compensation The following table provides information for FY23 compensation for all of our current non-employee directors:

  24. Fiscal 2023 Director Compensation

    | | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3) | Total ($) | | Susan P. Barsamian | 98,333 | 368,806 | 467,139 | | Pavel Baudis(4) | 25,000 | 259,988 | 284,988 | | Eric K. Brandt | 73,333 | 368,806 | 442,139 | | Frank E. Dangeard | 180,833 | 368,806 | 549,639 | | Nora M. Denzel | 73,333 | 368,806 | 442,139 | | Peter A. Feld | 98,333 | 368,806 | 467,139 | | Kenneth Y. Hao(5) | 20,851 | 108,817 | 129,668 | | Emily Heath | 98,333 | 368,806 | 467,139 | | Sherrese M. Smith | 79,999 | 368,806 | 448,805 |

  25. Fiscal 2023 Director Compensation

    (1) Represents (i) non-employee director annual retainer and committee fees earned in four equal quarterly installments on September 1, 2022, March 1, 2023, June 1, 2023 and September 1, 2023, respectively, and (ii) non-employee director prorated retainer and committee fees for the Gap Period that were fully earned on September 13, 2022. (2) In lieu of cash, certain non-employee directors (Ms. Barsamian, Mr. Dangeard, Mr. Feld, Ms. Heath, and Ms. Smith) elected to receive their (i) annual retainer fee of $50,000 in the form of 2,302 RSUs, which were granted on September 13, 2022, with a per share fair value of $21.72 and an aggregate grant date fair value of $49,999, and which vest in four equal quarterly installments on December 1, 2022, March 1, 2023, June 1, 2023 and September 1, 2023, respectively, and (ii) prorated retainer fee of $20,833 for the Gap Period in the form of 959 shares of stock, which were granted on September 13, 2022, with a per share fair value of $21.72 and aggregate grant date fair value of $20,829, and which were fully vested at the time of grant. The aggregate grant date fair value was calculated in accordance with FASB ASC Topic 718. To the extent that the value of the retainer exceeded the fair value of the RSUs and shares granted, the difference was awarded in the form of cash. Amounts shown in this column reflect the aggregate grant date fair value of the following awards, calculated in accordance with FASB ASC Topic 718: (i) an annual award granted to each non-employee director (excluding Mr. Hao) for 11,970 RSUs on September 13, 2022, with a per share fair value of $21.72 and an aggregate grant date fair value of $259,988, and which vest 100% on September 12, 2023 (the date of our 2023 Annual Meeting of Stockholders), and (ii) a Gap Period award granted to each non-employee director (excluding Mr. Baudis) for 5,010 shares of stock on September 13, 2022, with a per share fair value of $21.72 and an aggregate grant date fair value of $108,817, and which were fully vested at the time of grant. As of March 31, 2022, each non-employee director held the following number of outstanding and unvested RSUs:

  26. Fiscal 2023 Director Compensation

    | | Number of RSUs Outstanding and Unvested (#) | | Susan P. Barsamian | 13,121 | | Pavel Baudis(4) | 11,970 | | Eric K. Brandt | 11,970 | | Frank E. Dangeard | 13,121 | | Nora M. Denzel | 11,970 | | Peter A. Feld | 13,121 | | Kenneth Y. Hao(5) | — | | Emily Heath | 13,121 | | Sherrese M. Smith | 13,121 |

  27. Fiscal 2023 Director Compensation

    (4) Mr. Baudis joined the Board on September 13, 2022 and the Technology and Cybersecurity Committee on March 21, 2023. (5) Mr. Hao did not stand for re-election and retired from the Board, effective September 13, 2022, which was the date of the 2022 Annual Meeting of Stockholders.

  28. Our Compensation Philosophy

    | Drive Business Success | Our executive compensation program is designed to drive our success as a market leader in cybersecurity, privacy, and identity. | | Pay for Performance | Our focus is to reward for outstanding company and individual performance, team success, and quantitative results that drive our short- and long-term company objectives; we aim to closely align the majority of our executive officers’ overall target total compensation via long-term performance-based incentives. | | Attract and Retain | We aim to attract and retain high performing and talented executive officers while maximizing long-term stockholder value. | | Balancing and Aligning Interests with Stockholders | Equity awards with multi-year vesting and performance requirements help align our executive officers’ pay with the creation of long-term shareholder return. In addition, we are sensitive to how equity investments will impact our cost structure and stockholder dilution. |

  29. Pay for Performance Alignment

    | Component(1) | Metric | Achievement of target or application of modifier | Executive Officer Funding | | FY23 Executive Annual Incentive Plan (EAIP) | FY23 non-GAAP operating income threshold goal, which must be achieved prior to any payout | 124.0% | Goal Achieved | | | FY23 bookings growth | 99.2% | 77% | | | DEI modifier (applied after determining payout based on FY23 bookings growth) | ✓ | +10% | | FY23 Performance-based Restricted Stock Units | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | NA | NA | | | 50% based on average bookings growth and average non-GAAP operating margin >50% | NA | NA | | FY21 Performance-based Restricted Stock Units(2) | 50% based on 3-year TSR relative to the Nasdaq Composite Index | 60.5% Rank | 142% | | | 50% based on CAGR for revenue | 263.3% | 200% | | Value Creation Program (VCP) Performance-based Restricted Stock Units | Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured through the end of FY26 | 0% to date | 0% to date |

  30. What We Do

    | | At risk pay | The majority of pay for our CEO and other NEOs is at risk and/or performance-based. | | | Link to results | Our short-term incentive compensation is linked directly to our financial results and may be modified by performance against certain DEI metrics. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results and relative TSR. | | | Predetermined goals | We reward performance that meets our short- and long-term predetermined goals. | | | Capped payouts | We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs. | | | Peer group | We have a relevant peer group and reevaluate the peer group annually. | | | Ownership guidelines | We have robust stock ownership guidelines for our executive officers and directors. | | | Clawback policy | We have a comprehensive “clawback” policy, applicable to all performance-based compensation granted to our executive officers. | | | Double-trigger acceleration | We only provide for “double-trigger” change-in-control payments and benefits for our executive officers. | | | Capped severance | We do not provide for any potential cash severance payments that exceed more than 1x our executive officers’ base salary and target bonus, and we maintain a policy requiring stockholder approval of any cash severance benefits exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus. | | | Independent consultant | Our Compensation Committee retains an independent compensation consultant. | | | Say-on-pay | We hold an annual advisory vote on named executive officer compensation. | | | Stockholder engagement | We seek feedback on executive compensation through stockholder engagement. | | | Minimum vesting | We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions. |

  31. What We Don’t Do

    | | No performance, no pay | We do not pay performance-based cash or equity awards for unsatisfied performance goals. | | | No minimum payouts | Our compensation plans do not have minimum guaranteed payout levels. | | | No automatic increases | We do not provide for automatic salary increases or equity award grants in offer letters or employment agreements. | | | No short sales, hedging | With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock. | | | No golden parachutes | We do not provide “golden parachute” excise tax gross-ups. | | | No excessive severance | We do not provide excessive severance payments. | | | No SERPs | We do not provide executive pension plans or SERPs. | | | No excessive perks | We do not provide excessive perquisites. | | | No repricing | We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval. | | | No unvested dividends | We do not permit the payment of dividend or dividend equivalents on unvested equity awards. |

  32. Compensation Components

    | FY23 Component | Form of Compensation | Performance Period | Metrics and Performance Criteria | Details | | Base Salary | Cash | Annual | NEO base salary changes reviewed annually by CEO (or Compensation Committee for CEO changes). | Page 58 | | Executive Annual Incentive Plan | Cash | Annual | Bookings growth with non-GAAP operating income as a threshold goal and subject to a DEI modifier. | Page 58 | | Annual Equity Incentive Awards | Performance-based Restricted Stock Unit (PRUs) | Vests at the end of a three-year period | 50% of PRUs vest in full at end of FY25 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index. | Page 61 | | | | | 50% of PRUs vest in full at end of FY25 based on average bookings growth and average non-GAAP operating margin >50% over a multi-year period. | | | | Restricted Stock Unit (RSUs) | Vests annually over three years | Service and time-based vesting. | Page 64 | | Value Creation Program (VCP) Equity Incentive Awards (CEO and President only) | 100% PRUs | Vests at the end of FY26 | Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to $60 per share, over the performance period, subject to performance gates related to our relative TSR versus the Nasdaq Composite Index. | Page 65 | | Investment Match Stock Award (President only) | 100% RSUs | Cliff vests at the end of a three-year period | 100% cliff vests at the end of a three-year period, subject to our President and his foundation not selling any of their Gen common stock during this period. | Page 67 |

  33. Appropriate Pay Mix

    Appropriate Pay Mix Our FY23 compensation philosophy is designed around “pay-for-performance” so that a large portion of our NEOs’ total target direct compensation is “at-risk” and/or performance-based. In determining the mix of the various reward elements and the value of each component, the Compensation Committee considered the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity, historical compensation and retention concerns. Executive officers generally have a greater portion of their compensation at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence Gen’s performance. From time to time, special business conditions, such as a highly competitive talent market and acquisitions that create unique business needs, may warrant additional compensation, such as equity awards to properly incentivize and retain executive officers. As illustrated by the following charts, for FY23, approximately 96% of our current CEO’s annual target total direct compensation was at-risk and approximately 81% is performance-based, and on average approximately 88% of our other named executive officers’ annual target total direct compensation opportunity was at-risk, and approximately 63% is performance-based. * Excludes Mr. Vlcek, as he joined Gen in September 2022 in connection with the Avast Merger. PRUs in the case of our CEO include VCP awards, as these were granted as part of his annual award cycle. EAIP is reflected at target and does not reflect the actual payout. PRUs and RSUs are reflected at their grant date fair value.

  34. CEO Compensation and Performance Alignment

    CEO Compensation and Performance Alignment The Compensation Committee takes seriously its responsibility to maintain appropriate pay for performance alignment. We set rigorous short- and long-term incentive goals and use equity awards to ensure executive compensation is aligned with stockholder value creation, as illustrated in the chart below, which shows the relationship between our CEO’s target compensation and his realizable pay for FY23. “Target Pay” is the sum of (a) our CEO’s salary rate for FY23, (b) his FY23 target annual cash incentive award opportunity, and (c) the grant date fair value of his long-term incentive compensation awards granted in FY23. ** “Realizable Pay” is the sum of (a) our CEO’s salary earned for FY23, (b) his annual incentive award earned for FY23, (c) the value of his RSUs granted in FY23, are valued based on our closing stock price on March 31, 2023, the last trading day of FY23, multiplied by the number of unvested RSUs, and (d) the value of PRUs granted in FY23 are valued based on the number of shares that would have been earned based on actual results through March 31, 2023, multiplied by our closing stock price on March 31, 2023. For this purpose, the value of the VCP PRUs granted in FY23, have been valued at $0 given that the stock price target goals have yet to be achieved.

  35. Annual Cash Incentive Award

    Annual Cash Incentive Award

  36. Annual Cash Incentive Award

    | Philosophy | Establish appropriate, market competitive, short-term performance measures to help drive future growth and profitability, and support accountability and progress towards our DEI goals. | | | Reward achievement of short-term performance measures consistent with financial plan and DEI strategy. | | Target Amount Considerations | Role and responsibilities (including with respect to the combined company), past and anticipated future contributions, positioning relative to our compensation peer group and internal pay equity. | | | Desired market position for each NEO. | | Award Design Considerations | We believe these program metrics strongly correlate with stockholder value creation, are transparent to investors, balance growth and profitability, and reflect our mission to increase global representation of our underrepresented groups at all levels. | | | These metrics are established based on a range of inputs, including short-term growth objectives for our products, external market economic conditions, the competitive environment, our internal budgets and market expectations, and our talent management strategy. | | | Financial and operating performance payout curves set to substantially drive increased customer subscriptions and profit in accordance with our FY23 financial plan. | | | DEI goals were intended to be clear and actionable and intended to drive accountability at the management level. | | Performance Conditions | Bookings growth targets subject to non-GAAP operating income threshold goal, with a modifier (+/- 10%) based on progress towards multi-year DEI goals. | | | See Annex A for the definition of bookings and a reconciliation of non-GAAP operating income to GAAP operating income. |

  37. Annual Equity Incentive Awards

    Annual Equity Incentive Awards

  38. Annual Equity Incentive Awards

    | Philosophy | Establish appropriate, market competitive, performance measures to substantially drive future short- and long-term growth and profitability. | | | Multi-year vesting and performance requirements help align our NEOs’ pay with the creation of long-term shareholder return. | | | Provide meaningful and appropriate incentives for our long-term success to attract and retain talent in a highly competitive market. | | | Reward NEOs for creating stockholder value over the long term. | | Grant Mix | Equity awards are a mix of PRUs and RSUs, with PRUs comprising the majority. | | Target Amount Considerations | NEO’s role and responsibilities (including with respect to the combined company), past and anticipated future contributions, the NEO’s past award amounts and the amount of unvested equity held by the NEO, positioning relative to our compensation peer group, internal pay equity and gains recognizable by the NEO from equity awards made in prior years. | | Award Design Consideration | NEOs should be incentivized to drive long-term financial performance, including share price appreciation. | | | Metrics should align with long-term financial and operational goals and balance top-line growth with profitability. | | | There should be a relative performance measure that should reflect representation of the potential opportunity cost of investing in Gen versus other Nasdaq companies. | | | Attract and retain valuable NEOs. | | Vesting Conditions | 50% of PRUs vest in full at end of FY25 based on achievement of 3-year relative TSR versus the Nasdaq Composite Index. | | | 50% of PRUs vest in full at end of FY25 based on average bookings growth and average non-GAAP operating margin >50% over a two-year period (FY24 to FY25). | | | 100% of RSUs are time-based and vest annually over three years: (33%/33%/34%). |

  39. Annual Equity Incentive Awards

    Value Creation Program (VCP) Equity Incentive Awards for CEO and President (Component of CEO’s FY23 Annual Compensation and President’s New Hire Compensation)

  40. Annual Equity Incentive Awards

    | Philosophy and Award Design Consideration | Further, drive sustained shareholder value creation and alignment of executive and shareholder interests through long-term equity incentive awards with multi-year cliff vesting that are 100% performance-based. | | | Aligns CEO’s and President’s long-term incentives with the rest of the executive leadership team that received VCP awards in December 2021. Provide one-time retention incentives to our leadership team in connection with the transformative Avast Merger to provide vital leadership through a shared future with Avast and beyond. | | | Utilize aggressive share price appreciation hurdles that, if fully achieved, would more than double our current market capitalization, encouraging extraordinary outperformance to increase enterprise value and create significant return for shareholders. | | Grant Mix | 100% PRUs. | | Target Amount Considerations | NEO’s role and responsibilities (including with respect to the combined company), past and anticipated future contributions, the NEO’s past award amounts and the amount of unvested equity held by the NEO, positioning relative to our compensation peer group, internal pay equity, the rigor of the PRU targets and at-risk nature of the grants. | | Vesting Conditions | PRUs vest in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to $60 per share, subject to performance gates relating to our relative TSR versus the Nasdaq Composite Index. If the share price appreciation targets and relative TSR gates are not achieved, no compensation will be earned from this award. |

  41. Investment Match Stock Award (Component of President’s Compensation Only)

    | Philosophy | Reward our President for investing in Gen and subject our President and his foundation’s equity awards to a three-year holding requirement to incentivize long term stockholder value creation and alignment with stockholder interests. Under the terms of this award, should our President choose to sell any of the shares he owns or are owned in his foundation, this award would be forfeited in its entirety. | | Grant Mix | 100% RSUs. | | Target Amount Considerations | Factors used to determine target award amounts include the amount of unvested equity held by our President and the value of the award relative to our President’s initial $10 million open market purchase of Gen shares. | | Award Design Consideration | Multi-year vesting and 3-year stock holding requirement applicable to our President’s initial $10 million open market purchase of Gen common stock and all owned and purchased Gen equity during the same 3-year period to encourage long-term retention and stockholder value creation. As of June 15, 2023, the total value of the holding requirement is approximately $84 million. | | Vesting Conditions | RSUs will only vest subject to a three-year cliff vesting requirement, and our President and his foundation not selling any of their Gen common stock during this period. |

  42. Base Salary

    The Compensation Committee approved an increase in Mr. Pilette’s, Ms. Derse’s and Mr. Ko’s annual base salary effective June 4, 2022, in each case, after considering their role and responsibilities (including with respect to the combined company), their past and anticipated future contributions, their key strengths and development opportunities, the compensation provided to individuals in comparable positions in our compensation peer group, internal pay equity and our overall salary budget. In approving Mr. Vlcek’s compensation in connection with his appointment as our President, the Board determined to provide for a similar level of base salary that he received at Avast as their Chief Executive Officer, given his anticipated duties and responsibilities at Gen, and after considering the compensation provided to individuals in comparable positions in our compensation peer group.

  43. Executive Annual Incentive Plan (EAIP)

    Executive Annual Incentive Plan (EAIP) The following table presents each NEO’s target incentive opportunity for FY23 under the FY23 Executive Annual Incentive Plan (the FY23 EAIP) expressed as a percentage of base salary. There was no increase in the target percentages of our NEOs, who served as executive officers in FY22, from FY22. Mr. Vlcek’s initial target incentive opportunity was set at the same target percentage as his target incentive opportunity at Avast for the reasons discussed above.

  44. Executive Annual Incentive Plan (EAIP)

    | Named Executive Officer | FY23 Individual Incentive Target (%) | FY23 Target ($) | | Vincent Pilette | 125 | 1,187,500 | | Ondrej Vlcek | 100 | 771,828 | | Natalie Derse | 80 | 440,000 | | Bryan Ko | 80 | 424,000 |

  45. Executive Annual Incentive Plan (EAIP)

    The amount of each NEO’s actual payout amount under the FY23 EAIP was based on the following formula, which was the same formula used for our FY22 EAIP, except that the FY23 EAIP formula included a DEI modifier, which allowed the Compensation Committee to adjust individual NEO awards up or down up to 10% based on progress towards our long-term DEI goals.

  46. Executive Annual Incentive Plan — Company Performance Metrics

    Executive Annual Incentive Plan — Company Performance Metrics The Compensation Committee selected company performance metrics under the FY23 EAIP to create strong alignment between company performance and NEO annual incentive payouts.

  47. Executive Annual Incentive Plan — Company Performance Metrics

    | Measure | Definition | Purpose | | Bookings Growth | “Bookings,” as described in “Annex A — Reconciliations” in this proxy statement. | Bookings aligns to Gen’s growth objectives by incentivizing our executives to drive new customer subscriptions. | | Non-GAAP Operating Income (Threshold Goal Prior to Any Payments) | “Non-GAAP operating income,” as described in “Annex A — Reconciliations” in this proxy statement. | Non-GAAP operating income aligns to our long-term business model to increase Gen’s profitability. |

  48. Executive Annual Incentive Plan — Company Performance Metrics

    If the FY22 non-GAAP operating income threshold goal was attained, any payout under the FY23 EAIP would then be determined based on bookings growth achievement, subject to adjustment upwards or downwards for each NEO by up to 10% based on progress made towards our long-term DEI goals. While the non-GAAP operating income threshold goal needed to be achieved for the NEOs to receive an EAIP payout, achievement of non-GAAP operating income in excess of the threshold goal did not impact the EAIP corporate funding percentage and the bookings growth threshold goal also had to be achieved in order for the EAIP to be funded. Both the threshold and target booking goals were set above prior year results and the maximum possible payout for the FY23 EAIP was limited to 200% regardless of the DEI modifier.

  49. Executive Annual Incentive Plan — Company Performance Metrics

    | | Bookings Percent of Plan(1) | Funding (%) | | Threshold | 97% | 0% | | Target | 100% | 100% | | Max | 105% | 200% |

  50. Executive Annual Incentive Plan — Company Performance Metrics

    (1) Funding based on linear interpolation for performance between threshold and target and target and maximum performance. We do not disclose actual dollar performance goals for competitive reasons.

  51. Executive Annual Incentive Plan — Company Results

    Executive Annual Incentive Plan — Company Results For FY23, the Compensation Committee confirmed that the non-GAAP operating income of $1,835 million surpassed the gate of $1,480 million by $355 million, up 24% year-on-year. With respect to the bookings metric, the Compensation Committee approved FY23 company achievement at 99.2% of plan, which resulted in funding at 77% as actual bookings was up 4.2% year over year on a constant currency basis after restating FY22 to reflect the bookings results of the combined company (actual bookings growth was up 17% before restating FY22 and prior to adjusting for a constant currency basis). The following graph shows the threshold, target, and maximum payouts under the FY23 EAIP, along with actual company performance and funding. With respect to the bookings metric, the Compensation Committee approved FY23 company achievement at 99.2% of plan, which resulted in funding at 77% as actual bookings was up 4.2% year over year on a constant currency basis after restating FY22 to reflect the bookings results of the combined company (actual bookings growth was up 17% before restating FY22 and prior to adjusting for a constant currency basis). The following graph shows the threshold, target, and maximum payouts under the FY23 EAIP, along with actual company performance and funding. In addition to our bookings metric achievement, the 10% DEI modifier was applied based on progress towards Gen’s FY25 DEI goals, which provided for increasing DEI representation overall and in leadership among women and underrepresented minorities, and each NEO’s contributions toward such goals. Gen achieved three of its six FY25 DEI representation goals in FY23, including achieving certain women, women leader and underrepresented minority representation goals, and Gen increased its representation in five of the six employee representation groups, which formed the basis for its FY25 DEI representation goals. The Compensation Committee applied the DEI modifier to all NEOs payout under the FY23 EAIP except Mr. Vlcek, given that he joined Gen in September 2022 and the integration of Avast was not completed until the end of Q3 (December 2022).

  52. Executive Annual Incentive Plan — FY23 Payout Results

    Executive Annual Incentive Plan — FY23 Payout Results

  53. Executive Annual Incentive Plan — FY23 Payout Results

    | NEO | Base Salary ($) | Annual Incentive Target (%) | Company Performance Funding Achievement (%) | DEI Modifier (%)(+/-) | Individual Payout Amount ($) | | Vincent Pilette | 950,000 | 125 | 77 | 10 | 1,005,813 | | Ondrej Vlcek | 771,828 | 100 | 77 | 0 | 297,154(1) | | Natalie Derse | 550,000 | 80 | 77 | 10 | 372,680 | | Bryan Ko | 530,000 | 80 | 77 | 10 | 359,128 |

  54. Executive Annual Incentive Plan — FY23 Payout Results

    Mr. Vlcek’s individual payout amount was pro-rated by 50% based on his start date with Gen.

  55. Equity Incentive Awards

    Equity Incentive Awards

  56. Annual Equity Incentive Awards — Overview

    Annual Equity Incentive Awards — Overview The primary purpose of our annual equity incentive award program is to align the interests of our NEOs with those of our stockholders by rewarding the NEOs for creating stockholder value over the long term. By compensating our NEOs with annual equity incentive awards, our NEOs have an opportunity to realize a stake in Gen’s financial future. The gains realized in the long term depend on our NEOs’ ability to drive the financial performance of Gen and our share price performance. When making annual equity incentive awards to NEOs, we consider their role and responsibilities, past and anticipated future contributions, the NEO’s past award amounts and the amount of unvested equity held by the NEO, positioning relative to our compensation peer group, internal pay equity and gains recognizable by the NEO from equity awards made in prior years. The Board and the Compensation Committee believed that for the FY23 annual equity incentive award program, a mix of PRUs and RSUs continued to be the appropriate annual long-term equity incentive for NEOs. As discussed in more detail below, the independent members of the Board, after considering the recommendations of our Compensation Committee and its independent compensation consultant, also made a grant of PRUs to Mr. Pilette based on our VCP design as part of his FY23 annual long-term incentive compensation opportunity, resulting in 80% of his target annual equity incentive award opportunity being in the form of PRUs and 20% being in the form of RSUs. With respect to our other NEOs, approximately 60% of the value of their target annual equity incentive award being in the form of PRUs and 40% being in the form of RSUs. We believed that such a mix would motivate our NEOs to contribute to our long-term success and stock price appreciation while also encouraging long-term retention. In addition to his annual equity incentive award, Mr. Vlcek also received certain equity awards in connection with his appointment as President, as discussed in more detail below.

  57. Annual Equity Incentive Awards — FY23 Performance-based Restricted Stock Units

    Annual Equity Incentive Awards — FY23 Performance-based Restricted Stock Units In FY23, each of our NEOs received a grant of FY23 PRUs, which vest based on the achievement of two equally weighted metrics: • Three-year relative-total shareholder return (TSR) measured against the Nasdaq Composite Index; and • Three-year plan measuring Average Bookings Growth Percentage plus Average non-GAAP Operating Margin Percentage Greater than 50% over the last two-fiscal year period ending April 4, 2025. In FY23, we moved away from a revenue CAGR goal as our operational goal to a blended bookings growth and non-GAAP operating margin goal to reflect the view that we should balance sustained topline growth with profitability rather than focus primarily on topline growth as FY23 marked our third full year as a stand-alone pure consumer Cyber Safety company. The table and charts below provide more information regarding our FY23 PRU design:

  58. Annual Equity Incentive Awards — FY23 Performance-based Restricted Stock Units

    | Metric | Measurement Period | Metric Objective (50% of Target) | Vesting Conditions | | 3-year relative TSR vs. Nasdaq Composite Index | FY23-FY25 | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | Earned portion vests at end of FY25. | | 2-year Bookings Growth Plus Average Non-GAAP Operating Margin Points >50%(1)(2) | Measured over last two-years of FY24-FY25 | Measures average bookings growth and average non-GAAP operating margin growth over 50% as measured over a multiple year period to drive topline growth as well as profitability. | Earned portion vests at end of FY25. |

  59. Annual Equity Incentive Awards — FY23 Performance-based Restricted Stock Units

    (1) For example, if achievement of average bookings growth is 4.5% and average non-GAAP operating margin for the performance period is 55%, final achievement equates to 9.5% (4.5% + (55-50%, or 5%)), resulting in a 100% payout. (2) “Non-GAAP operating margin” is determined as described in “Annex A — Reconciliations” in this proxy statement.

  60. FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component

    FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component Ms. Derse and Mr. Ko were granted their PRUs by the Compensation Committee in May 2023 and Mr. Pilette was granted his PRUs by the Board in July 2023. Mr. Vlcek was granted his PRUs by the Board in October 2023 in connection with the consummation of the Avast Merger. The Board and the Compensation Committee believe that TSR promotes stockholder alignment and creates an unambiguous link between the compensation of our NEOs to long-term enterprise value creation since this metric is directly linked to our long-term TSR relative to the Nasdaq Composite Index. The Board and the Compensation Committee, based on input from its compensation consultant, concluded that the use of the Nasdaq Composite Index was an appropriate benchmark given the broad-based nature of the index, the inclusion of Gen in the index, and because the Nasdaq Composite Index represents a broad representation of the potential opportunity cost of investing in Gen from an investor’s perspective. The Board and the Compensation Committee also believed that given the strategic importance of balancing sustained topline growth with profitability, implementing a 3-year plan using a 2-year average bookings growth and average non-GAAP operating margin goal measured at the end of fiscal year 2025 (FY25) would help us remain focused on long-term success, provide time for the Company to integrate the operations of Avast and its product portfolio, and prevent the acquisition of Avast from distorting results in the first year. Achievement under the FY23 PRUs will not be certified by the Compensation Committee until the end of FY25 and each participating NEO must remain in service through the end of the performance period. The following charts present the threshold, target and maximum performance levels and payouts of the relative TSR, bookings and non-GAAP operating margin goals:

  61. FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component

    | FY23 Bookings Growth % + Operating Margin % >50% | FY23 3-Year Relative TSR PRU Component | | | |

  62. Annual Equity Incentive Awards — Previously Granted FY21 Performance-based Restricted Stock Units

    Annual Equity Incentive Awards — Previously Granted FY21 Performance-based Restricted Stock Units In FY21, each of our NEOs, other than Mr. Vlcek, received a grant of FY21 PRUs which vested at the end of FY23. The FY21 PRUs vested based on the achievement of two equally weighted metrics: • Three-year relative-TSR measured against the Nasdaq; and • 3% CAGR for revenue measured over the two-fiscal year period ending April 1, 2022, with an additional fiscal year to achieve this goal (FY23) if it is not satisfied over such two-fiscal year period.

  63. Annual Equity Incentive Awards — Previously Granted FY21 Performance-based Restricted Stock Units

    | Metric | Measurement Period | Metric Objective (50% of Target) | Actual Performance | % Of Target Achievement | | 3-year relative TSR vs. Nasdaq | FY21-FY23 | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | 60.5% Rank | 142% | | 3-year CAGR for revenue | Measured over two-year period from FY21-FY22, with an additional fiscal year (FY23) to achieve this goal if it is not satisfied over such two-fiscal year period | Measures achievement of our three-year performance growth rate designed to enhance long-term value of the Company. | 263.3% | 200% | | | | Total Final Achievement | | 171% |

  64. FY21 PRU Design — CAGR Component

    | FY21 CAGR for Revenue PRU Component | FY21 3-Year Relative TSR PRU Component |

  65. Annual Equity Incentive Awards — FY23 Restricted Stock Units

    Annual Equity Incentive Awards — FY23 Restricted Stock Units RSUs represent the right to receive one share of Gen common stock for each vested RSU upon the settlement date, subject to continued employment through each vesting date. In FY23, the Board in the case of our CEO and new President, and the Compensation Committee in the case of our other NEOs granted RSU awards to our NEOs for long-term retention purposes as they provide a payout opportunity to the NEOs only if they remain employed through the applicable vesting dates, which extend over multiple years, and because the payout opportunity is directly linked with stockholder value and executive efforts over a multi-year time frame. The following table summarizes the RSU awards granted to our NEOs in FY23.

  66. Annual Equity Incentive Awards — FY23 Restricted Stock Units

    | NEO | FY23 RSU Award Amount (#) | Grant Date Fair Value ($) | Vesting Criteria(1) | | Vincent Pilette | 170,157 | 3,925,522 | 33%/33%/34% | | Ondrej Vlcek | 130,045 | 2,702,335 | 33%/33%/34% | | Natalie Derse | 49,241 | 1,206,897 | 33%/33%/34% | | Bryan Ko | 45,454 | 1,114,078 | 33%/33%/34% |

  67. Annual Equity Incentive Awards — FY23 Restricted Stock Units

    (1) RSUs (other than those granted to Mr. Vlcek) vest on each of May 1, 2023, May 1, 2024, and May 1, 2025, subject to service through the applicable vesting date. RSUs granted to Mr. Vlcek vest on each of October 1, 2023, October 1, 2024, and October 1, 2025, subject to service through the applicable vesting date.

  68. Equity Incentive Awards — Value Creation Program (VCP)

    Equity Incentive Awards — Value Creation Program (VCP) In December of FY22, the Board approved an additional value creation program for our top 100 leaders of the Company to drive performance, support retention, and continue to lead our transformation through the proposed Avast acquisition and beyond (the VCP), which consisted of PRUs and RSUs. The Board determined not to include Mr. Pilette in the VCP during FY22 as it believed it would be more appropriate to incorporate the VCP into Mr. Pilette’s FY23 annual compensation after it had more clarity regarding the consummation of the Avast Merger when determining the target value of his VCP award, if any, and his potential role and responsibilities following the closing of the transaction. Accordingly, his equity compensation for FY22 was limited to the awards that he received under our annual equity award program. In June 2022, the Board, after determining that the Avast transaction was likely to be consummated, and after considering the size of the combined company and Mr. Pilette’s increased responsibilities and the importance of aligning Mr. Pilette’s incentive goals with the rest of the executive leadership team to strengthen our commitment to shareholder value creation, as well as the recommendations of our Compensation Committee and its independent compensation consultant, determined to grant 50% of Mr. Pilette’s FY23 annual equity incentive awards in the form of a PRU award (the VCP Award) with the same share price hurdles and relative TSR threshold goals as the PRUs previously granted under the VCP except that Mr. Pilette’s VCP Award includes an additional $60 price hurdle tied to a 300% payout to reward extraordinary stock price growth. This $60 price hurdle would represent a 261% premium to the then current share price. In determining the target value of Mr. Pilette’s FY23 annual equity incentive awards, the Board considered market data from our compensation peer group, the significant stock appreciation that would need to be achieved for Mr. Pilette to vest in his VCP Award, the fact that Mr. Pilette’s VCP Award was not a regular component of our annual equity award program, and the fact that 80% of Mr. Pilette’s target annual equity incentive awards in the aggregate would be performance-based. Following the consummation of the Avast Merger, the Board also granted Mr. Vlcek, a VCP Award in connection with his appointment as President in addition to his annual equity awards, after considering the recommendations of our Compensation Committee and its independent compensation consultant. In determining to grant Mr. Vlcek a VCP Award, which has the same vesting requirements as our CEO’s VCP Award (including the additional stretch goal), the Board considered the need to align Mr. Vlcek’s equity incentives with the rest of the executive leadership team, the total value of Mr. Vlcek’s combined equity awards relative to the Company’s compensation peer group, the fact that Mr. Vlcek had agreed to not sell any of his shares of Gen for three years, and the need to further incentivize him to drive value creation for the Company’s stockholders. The Board decided to maintain the same threshold, target and 200% payout share price hurdles as the PRUs that were granted in FY22 for Mr. Pilette and Mr. Vlcek VCP Awards, because at the time of grant, significant stock price appreciation was required for each of these hurdles to be met as discussed in more detail in the section below entitled “VCP PRU Design.” Further, the Board decided not to grant any RSUs pursuant to the VCP as it wanted to ensure that 100% of their VCP Awards would be earned based on extraordinary company performance. The number of VCP PRUs that Mr. Pilette and Mr. Vlcek received, the target value that was used to determine the number of PRUs granted to Mr. Pilette and Mr. Vlcek, and the grant date fair value of these awards are set forth in the table below.

  69. Equity Incentive Awards — Value Creation Program (VCP)

    | NEO | VCP PRU Award Amount (#) | Target Value ($)(1) | Grant Date Fair Value ($) | | Vincent Pilette | 425,393 | 9,813,817 | 11,472,849 | | Ondrej Vlcek | 325,113 | 6,755,848 | 6,177,147 |

  70. Equity Incentive Awards — Value Creation Program (VCP)

    (1) The target value was calculated by multiplying the number of VCP PRUs granted by the closing stock price as of the date of grant. In FY23, all our NEOs participated in our standard annual equity incentive program, and Mr. Pilette and Vlcek received equity grants with a target value of $11.4 million and $6.0 million, respectively. The key features of such VCP PRUs and VCP RSUs and the rationale for such features are set forth below.

  71. VCP PRU Design

    | Performance Levels | Share Price Targets | rTSR Gates | VCP PRU Payout % | | Below Threshold | Below $35/per share results in no payout | Below 25th percentile TSR ranking relative to Nasdaq composite index results in no payout | 0% | | Threshold | $35/per share (Equal to ~52% appreciation and ~68% appreciation of our stock at the time of grant for our CEO and President, respectively) | At least 25th percentile ranking required for payout from 50% to 100% | 50% | | Target | $40/per share (Equal to ~73% appreciation and ~92% appreciation of our stock at the time of grant for our CEO and President, respectively) | At least 25th percentile ranking required for payout from 50% to 100% | 100% | | Above Target | $50/per share (Equal to ~117% appreciation and ~141% appreciation of our stock at the time of grant for our CEO and President, respectively) | At least 50th percentile ranking required for payout over 100% | 200% | | Maximum | $60/per share (Equal to ~160% appreciation and ~189% appreciation of our stock at the time of grant for our CEO and President, respectively) | At least 50th percentile ranking required for payout over 100% | 300% |

  72. VCP PRU Design

    | Element | Rationale | | Share Price Targets | Directly reflects sustained and ambitious enterprise value creation by establishing rigorous stock price goals above the grant price | | | Aligns the interests of participating NEOs with the interests of our stockholders by creating significant returns | | rTSR Gates using Nasdaq Composite Index as reference group | Even if our stock price appreciates and Share Price Targets are achieved, there is no payout if our stock price is not aligned with the stock price growth of the Nasdaq Composite Index | | | Nasdaq Composite Index represents a broad representation of the potential opportunity cost of investing in Gen from an investor’s perspective | | Value Creation | NEOs only receive a payout if they create extraordinary value for our stockholders | | | As of June 15, 2023, achievement of the threshold ($35), target ($40), above target ($50), and maximum stock price targets ($60) represent an 86%, 112%, 165%, and 218% increase in our stock price, respectively. | | Multi-Year Performance Period Ending FY26 | Promotes long-term stock price growth and enterprise value creation | | | Aligns the interests of participating NEOs with the interests of our stockholders | | 100% Cliff Vesting; Service Required through Last Day of the Performance Period | Promotes long-term retention, as no PRUs vest prior to the completion of the performance period | | | Aligns the interests of participating NEOs with the interests of our stockholders |

  73. Investment Match Equity Grant

    Investment Match Equity Grant In consideration of Mr. Vlcek purchasing $10 million of Gen common stock in the open market, in November 2022, the Compensation Committee granted Mr. Vlcek an RSU award in the amount of $3 million, which will cliff vest three years from the date of grant, provided Mr. Vlcek does not sell any of the shares of Gen common stock held by him or his foundation during this period and he continues to provide services through the vesting date. As of June 15, 2023, Mr. Vlcek holds 4,160,061 shares of Gen common stock and his foundation holds 302,001 shares of Gen common stock, which have an aggregate value of approximately $84 million. As of June 15, 2023, the aggregate value of the shares that Mr. Vlcek directly or indirectly acquired on September 12, 2022 has decreased by approximately 17% since he acquired them.

  74. Severance and Change of Control Benefits

    Severance and Change of Control Benefits The following table provides information regarding the severance arrangements that we have with our NEOs. Details of each individual NEO’s severance arrangements, including estimates of amounts payable in specified circumstances in effect as of the end of FY23, are disclosed in “FY23 Executive Compensation,” above and under “Potential Payments Upon Termination or Change-in-Control,” below.

  75. Severance and Change of Control Benefits

    | Severance and Change of Control Philosophy | | | Attract and Retain Executives | Intended to ease an NEO’s transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction. | | Align Interests with Stockholders | Mitigate any potential employer liability and avoid future disputes or litigation; retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives. | | At-will Employment | The employment of our NEOs is “at will,” meaning we can terminate them at any time and they can terminate their employment with us at any time. | | Amount and Conditions for Severance | Severance arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave Gen under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post- employment compensation payments or benefits. | | Acceleration upon Death or Disability | PRU and RSU acceleration is consistent with the practice of many of our peers and encourages our employees to remain employed with us. | | Double-Trigger Acceleration | “Double-trigger” provisions promote morale and productivity and encourage executive retention in the event of a corporate transaction. | | Executive Severance Plan | Provides for cash severance and other benefits where the individual’s employment is terminated without cause outside of the change in control context, contingent on execution of an acceptable release. | | Executive Retention Plan | Provides for double trigger acceleration of vesting of equity awards and cash severance benefits where the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after a change in control, contingent on execution of an acceptable release; no “golden parachute” excise tax gross-ups. |

  76. Key Compensation and Governance Policies

    | Policy | Considerations | Material Features | | Stock Ownership Guidelines | Promote stock ownership in Gen. More closely align the interests of our executive officers with those of our stockholders. | 6x base salary for CEO and President. 3x base salary for CFO. 2x base salary for other Section 16 officers (except CAO). 1x base salary for CEO’s extended leadership team. 5 years from executive officer designation to comply. During 5-year transition period, must retain at least 50% of net-settled equity award shares until ownership requirement is met. Includes shares owned outright, excludes stock options and unvested PRUs and RSUs. As of June 15, 2023, all continuing NEOs have reached ownership requirements or have remaining time to do so. |

  77. Key Compensation and Governance Policies

    | Policy | Considerations | Material Features | | Anti-Hedging Policies | Permitting hedging is viewed as a poor pay program practice, as it insulates executives from stock price movement and reduces alignment with stockholders. This policy was established in part to avoid potential or apparent conflict of interests resulting from bets against or hedges regarding our performance. | With limited exceptions for pre-existing arrangements, all directors and employees, including executive officers, are prohibited from short-selling company stock or engaging in transactions involving company-based derivative securities. “Derivative Securities” are options, warrants, convertible securities, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as company stock. This prohibition includes, but is not limited to, trading in company-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls, equity swaps, collars, exchange funds, transacting in straddles and the like). Holding and exercising options or other derivative securities granted under Gen’s equity incentive plans is not prohibited by this policy. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. | | Anti-Pledging Policies | Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | Covered persons are prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan. | | Insider Trading Policy | Prohibit corporate insiders from taking advantage of material non-public information. | CEO, President and CFO are required to preclear any open market transactions with the General Counsel and are encouraged to use Rule 10b5-1 stock trading plans. Prohibits the purchase or sale of securities while in possession of material non-public information. | | Clawback Policy | Permit us to recoup performance-based cash and equity awards when such awards were not properly earned or when executives have engaged in inappropriate actions. | Applies to all executive officers. Allows recoupment of performance-based cash and equity awards if (i) we are required to restate our financial statements due to fraud or intentional misconduct or (ii) an executive officer violates certain company policies, including Gen’s Code of Conduct. | | Stockholder Approval Policy for Severance Arrangements | Reflects the Compensation Committee’s long- standing, self-imposed limit on cash severance benefits. | The Board will seek stockholder approval before the Company enters into any new employment agreement, severance agreement or similar arrangement with any executive officer of the Company, or before the Board or the Compensation Committee establishes any new severance plan or policy covering any executive officer of the Company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus. |

  78. Compensation Committee Decision Process

    Compensation Committee Decision Process The Compensation Committee generally oversees the compensation of our NEOs and our executive compensation program and initiatives. The Board will from time to time make decisions regarding the compensation of our CEO and other NEOs when such decisions do not relate to our annual executive compensation program and are tied to our overall business strategy and/or are in connection with transformative strategic transactions. The Compensation Committee typically reviews executive officer compensation, including base salary, short-term incentives and long-term incentives in the first quarter of each fiscal year. This is timed to align to the fiscal year start and to enable evaluation and incorporation of competitive market compensation levels and practices based on the most recently completed year. In connection with this review, the Compensation Committee carefully considers any feedback or input it may receive from our CEO and from other sources when evaluating the performance of each executive officer. The Compensation Committee then sets or in the case of our CEO makes recommendations regarding each NEO’s target total direct compensation for the (current) year as an outcome of this review and the other factors described below. The Compensation Committee has based most, if not all, of its prior compensation determinations and recommendations, including those made for FY23, on a variety of factors, including: • A focus on pay-for-performance • A total rewards approach • An appropriate pay mix • Appropriate market positioning and competitiveness • Avoidance of compensation arrangements that encourage excessive or inappropriate risk taking by our executive officers • In the case of equity awards, burn rate and dilution • Company performance and individual performance • Internal pay equity • Retention of Key Executive Talent • Gen’s financial condition and available resources The accounting and cash flow implications of various forms of executive compensation Our need for a particular position to be filled • The recommendations of our CEO (other than with respect to his own compensation) • The feedback of our stockholders and investors As discussed under “Role and Independence of Compensation Consultant” below, for FY23, the Compensation Committee engaged a compensation consultant and once again conducted a formal benchmarking review. In establishing compensation for our executive officers other than our CEO, the Compensation Committee gives weight to the recommendations of our CEO, but final decisions about the compensation of our NEOs are made by our Compensation Committee. From time to time, special business conditions may warrant additional compensation, such as sign-on bonuses, or equity awards in connection with promotions, in recognition of significant accomplishments, or to attract, retain or incent our executive officers. In these situations, the Compensation Committee or the Board, as applicable, considers and weighs our business need with the potential costs and benefits of special rewards.

  79. Role and Independence of Compensation Consultant

    Role and Independence of Compensation Consultant The Compensation Committee retains Compensia, Inc. (Compensia), a national compensation consulting firm, to serve as its independent compensation consultant to help the Compensation Committee understand competitive compensation levels and incentive designs. Compensia was solely hired by, and reports directly to, the Compensation Committee. At the Compensation Committee’s discretion, Compensia: • attends Compensation Committee meetings; • assists the Compensation Committee in determining peer companies and evaluating compensation proposals; • assists with the design of incentive compensation programs; and • conducts compensation-related research. In addition, at the Compensation Committee’s direction, Compensia works with our Head of People and Culture and other members of management to obtain information necessary for Compensia to make their own recommendations as to various matters as well as to evaluate management’s recommendations. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.

  80. Competitive Market Assessments

    Competitive Market Assessments Market competitiveness is one factor that the Compensation Committee considers each year in determining or recommending an NEO’s overall compensation package, including pay mix. The Compensation Committee relies on various data sources to evaluate the market competitiveness of each pay element, which are provided by its independent compensation consultant. The proxy statements of peer group companies provide detailed pay data for the highest-paid executives. Further, the Radford Global Technology Survey provides compensation information on a broader group of executives, with positions matched based on specific job scope and responsibilities. The Compensation Committee considers data from these sources as a framework for making compensation decisions for each NEO’s position. The Compensation Committee reviews our peer group on an annual basis, with input from its compensation consultant, and the group may be adjusted from time to time based on, among other factors, a comparison of revenues, market capitalization, industry, business model, peer group performance, merger and acquisition activity and stockholder input. In FY22, the Compensation Committee reviewed our peer group for FY23 and made certain changes to our peer group for FY23, based on the following criteria: Focus on software development, or software and engineering-driven companies (with a preference for software companies focusing on security) Are generally comparable in terms of size (~0.5x — 2.0x the midpoint of the combined company’s projected revenue following the Avast Merger and ~0.25x — 4.0x the midpoint of the combined company’s projected market cap following the Avast Merger) • Are generally comparable in terms of complexity and global reach • Compete with us for talent Based on the above criteria, the Compensation Committee, with input from Compensia, its independent compensation consultant, determined that it was appropriate to add Autodesk, Inc., Cadence Design Systems, Inc., Check Point Software Technologies Ltd., CrowdStrike Holdings, Inc., DocuSign, Inc., eBay Inc., Electronic Arts Inc., Synopsys, Inc. and Workday, Inc., and to remove Fair Isaac Corporation, PTC Inc., Splunk Inc. and Take-Two Interactive Software, Inc. due to lagging revenue and market capitalization, as well as LogMeIn, Inc., which had been acquired, and McAfee Corp., which had gone private. As a result, the Compensation Committee, with input from Compensia, selected the following companies as our FY23 peer group:

  81. Competitive Market Assessments

    | Autodesk, Inc.* | eBay Inc.* | Palo Alto Networks, Inc. | | Akamai Technologies, Inc. | Electronic Arts Inc.* | SS&C Technologies Holdings, Inc. | | Cadence Design Systems, Inc.* | Equifax Inc. | Synopsys, Inc.* | | Check Point Software Technologies Ltd.* | F5 Networks, Inc. | TransUnion | | Citrix Systems, Inc. | Fortinet, Inc. | Workday, Inc.* | | CrowdStrike Holdings, Inc.* | GoDaddy Inc. | | | DocuSign, Inc.* | Juniper Networks, Inc. | | | Dropbox, Inc. | NetApp, Inc. | |

  82. Competitive Market Assessments

    * Added in January 2022. For FY23, Gen was just above the 50th percentile of the FY23 peer group in terms of both revenue and market cap.

  83. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee, in consultation with Compensia, has conducted its annual risk analysis of Gen’s compensation policies and practices, and does not believe that our compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably likely to have a material adverse effect on Gen. We believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features: • A balanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards); • A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower proportion of the total mix; • Cash and equity incentives solely based on achieving company performance objectives and subject to our “claw- back” right under certain circumstances; • Caps on annual cash incentive and PRU payouts; • Stock ownership guidelines which align the interests of our executive officers with those of our stockholders; and General alignment with prevalent low-risk pay practices.

  84. Tax and Accounting Considerations

    Tax and Accounting Considerations While Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. Accounting considerations also play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. GAAP), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number, share amounts and the fair values of the equity awards that are granted each year.

  85. Summary Compensation Table for Fiscal 2023

    Summary Compensation Table for Fiscal 2023

  86. Summary Compensation Table for Fiscal 2023

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Vincent Pilette Chief Executive Officer & President | 2023 | 940,385 | — | 23,336,211 | 1,005,813 | 8,956 | 25,291,365 | | | 2022 | 885,577 | — | 11,437,131 | 1,181,250 | 13,547 | 13,517,505 | | | 2021 | 753,974 | 1,300,000 | 10,278,897 | 1,485,000 | 11,703 | 13,829,574 | | Ondrej Vlcek President | 2023 | 387,196(4) | — | 17,507,192 | 297,154 | — | 18,191,542 | | Natalie M. Derse Chief Financial Officer | 2023 | 540,385 | — | 3,647,297 | 372,680 | 6,981 | 4,567,343 | | | 2022 | 495,192 | — | 11,197,900 | 420,000 | 8,678 | 12,121,770 | | | 2021 | 339,946 | — | 5,393,552 | 570,000 | 8,534 | 6,312,032 | | Bryan S. Ko Chief Legal Officer, Secretary and Head of Corporate Affairs | 2023 | 524,231 | — | 3,366,811 | 359,128 | 10,598 | 4,260,768 | | | 2022 | 496,154 | — | 11,197,900 | 420,000 | 16,330 | 12,130,384 | | | 2021 | 472,615 | — | 3,023,197 | 576,000 | 16,553 | 4,088,365 |

  87. Summary Compensation Table for Fiscal 2023

    (1) The amounts shown in this column reflect the aggregate grant date fair value of RSUs and PRUs calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value of each award was determined based on the fair value of our common stock on the grant date except that the fair value of each PRU that contains a market condition was estimated using the Monte Carlo simulation model. For a discussion of the valuation methodology and the metrics used for PRUs and RSUs, see Note 15 of our Annual Report on Form 10-K and “Equity Incentive Awards” in the Compensation Discussion and Analysis Section, above. For details of the awards granted in FY23, see the table “Grants of Plan-Based Awards,” below. The table below sets forth the grant date fair value determined in accordance with ASC Topic 718 principles for the performance-related components of these awards. Also set forth below are the grant date fair values pertaining to the market-related component or the TSR adjustment, determined upon the grant dates and which are not subject to probable or maximum outcome assumptions. Additional details of assumptions used in the valuations of the awards are included in Note 15 of our Annual Report on Form 10-K.

  88. Summary Compensation Table for Fiscal 2023

    | Name | Maximum Outcome of Performance Conditions Fair Value for FY23 ($) | Market-Related Component Fair Value for FY23 ($) | Maximum Outcome of Performance Conditions Fair Value for FY22 ($) | Market-Related Component Fair Value for FY22 ($) | Maximum Outcome of Performance Conditions Fair Value for FY21 ($) | Market-Related Component Fair Value for FY21 ($) | | Vincent Pilette | 5,888,295 | 16,466,542 | 5,624,734 | 4,874,948 | 5,078,370 | 4,354,139 | | Ondrej Vlcek | 4,053,513 | 9,614,245 | — | — | — | — | | Natalie Derse | 1,810,358 | 1,535,222 | 1,730,668 | 7,482,453 | 2,389,976 | 1,808,588 | | Bryan Ko | 1,671,141 | 1,417,163 | 1,730,668 | 7,482,453 | 1,493,633 | 1,280,625 |

  89. Summary Compensation Table for Fiscal 2023

    (2) For fiscal year 2023, represents the named executive officer’s annual bonus under the FY23 Executive Annual Incentive Plan, which was earned in fiscal year 2023 and paid in fiscal year 2024. (3) The FY23 amounts are comprised of the following:

  90. Summary Compensation Table for Fiscal 2023

    | | Contribution Plans 401(k) ($) | Financial Planning Services ($) | Total ($) | | Vincent Pilette | 6,231 | 2,725 | 8,956 | | Ondrej Vlcek | — | — | — | | Natalie M. Derse | 6,981 | — | 6,981 | | Bryan S. Ko | 6,848 | 3,750 | 10,598 |

  91. Summary Compensation Table for Fiscal 2023

    Mr. Vlcek’s salary and non-equity incentive plan compensation has been converted from Czech koruna to US dollar using a pre-determined fixed FX rate (.04457) and reflects his earnings beginning from October 2022. The following table shows for FY23, certain information regarding grants of plan-based awards to our named executive officers from our incentive plans:

  92. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  93. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Vincent Pilette | | | | | | | | | | | | | EAIP | | — | 1,187,500 | 2,375,000 | — | — | — | — | — | — | — | | RSU | 7/8/22 | — | — | — | — | — | — | 170,157 | — | — | 3,925,522 | | PRU TSR | 7/8/22 | — | — | — | 63,809 | 127,618 | 255,236 | — | — | — | 4,993,692 | | PRU Bookings and Margin Growth (BMG) | 7/8/22 | — | — | — | — | 127,618 | 255,236 | — | — | — | 2,944,147 | | PRU VCP | 7/8/22 | — | — | — | 212,697 | 425,393 | 1,276,179 | — | — | — | 11,472,849 | | Ondrej Vlcek | | | | | | | | | | | | | EAIP | | — | 771,828 | 1,543,656 | — | — | — | — | — | — | — | | RSU | 11/10/22 | — | — | — | — | — | — | 139,808 | — | — | 3,163,855 | | RSU | 10/10/22 | — | — | — | — | — | — | 130,045 | — | — | 2,702,335 | | PRU TSR | 10/10/22 | — | — | — | 48,767 | 97,534 | 195,068 | — | — | — | 3,437,098 | | PRU BMG | 10/10/22 | — | — | — | — | 97,534 | 195,068 | — | — | — | 2,026,757 | | PRU VCP | 10/10/22 | — | — | — | 162,557 | 325,113 | 975,339 | — | — | — | 6,177,147 | | Natalie M. Derse | | | | | | | | | | | | | EAIP | | — | 440,000 | 880,000 | — | — | — | — | — | — | — | | RSU | 5/10/22 | — | — | — | — | — | — | 49,241 | — | — | 1,206,897 | | PRU TSR | 5/10/22 | — | — | — | 18,466 | 36,931 | 73,862 | — | — | — | 1,535,222 | | PRU BMG | 5/10/22 | — | — | — | — | 36,931 | 73,862 | — | — | — | 905,178 | | Bryan S. Ko | | | | | | | | | | | | | EAIP | | — | 424,000 | 848,000 | — | — | — | — | — | — | — | | RSU | 5/10/22 | — | — | — | — | — | — | 45,454 | — | — | 1,114,078 | | PRU TSR | 5/10/22 | — | — | — | 17,046 | 34,091 | 68,182 | — | — | — | 1,417,163 | | PRU BMG | 5/10/22 | — | — | — | — | 34,091 | 68,182 | — | — | — | 835,570 |

  94. Grants of Plan-Based Awards in Fiscal 2023

    (1) The amounts shown in the “EAIP” rows represent potential cash bonus eligible to be earned under the Executive Annual Incentive Plan for fiscal 2023. For more information, see “Compensation Discussion and Analysis — Executive Annual Incentive Plan”. (2) The amounts shown in the “PRU TSR”, “PRU BMG”, and “PRU VCP” rows represent the PRUs granted in fiscal 2023 under our 2013 Equity Incentive Plan (or the Avast Limited Long Term Incentive Plan with respect to the PRUs granted to Mr. Vlcek) with vesting conditions based on achievement levels of specific company performance and market conditions and service through the end of the applicable performance period. For more information on the FY23 PRUs reflected in the “PRU TSR” and “PRU BMG” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY23 Performance-based Restricted Stock Units.” For more information on the FY23 PRUs reflected in the “VCP PRU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Value Creation Program (VCP) — VCP PRUs. The amounts shown in the “RSU” rows represent the service-based RSUs granted in fiscal 2023 under our 2013 Equity Incentive Plan (or the Avast Limited Long Term Incentive Plan with respect to the RSUs granted to Mr. Vlcek). The RSUs granted on July 8, 2022 and May 10, 2022 become fully vested over three years, with 33%, 33% and 34% vesting on May 1, 2023, May 1, 2024, and May 1, 2025, respectively, subject to service through the applicable vesting date. The RSU granted on October 10, 2022 becomes fully vested over three years, with 33%, 33% and 34% vesting on October 1, 2023, October 1, 2024, and October 1, 2025, respectively, subject to service through the applicable vesting date. The RSU granted on November 10, 2022 becomes fully vested on November 1, 2025, subject to service through the vesting date. For more information on the FY23 RSUs (other than the RSUs granted on November 10, 2022) reflected in the “RSU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY23 Restricted Stock Units.” For more information on the FY23 RSUs granted on November 10, 2022 reflected in the “RSU” rows, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — Investment Match Equity Grant.” (4) Represents the grant date fair value of PRU and RSU awards, in each case, determined in accordance with FASB ASC Topic 718. See footnote (1) to the Summary Compensation Table for more information. The following table shows for FY23, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.

  95. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023

  96. Outstanding Equity Awards at Fiscal Year End 2023

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#) | Equity Incentive Plan Awards: Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested(1) ($) | | Vincent Pilette | 07/08/2022 | — | — | — | — | — | 170,157(2) | 2,919,894 | — | — | | | 07/08/2022 | — | — | — | — | — | — | — | 127,618(3) | 2,189,925 | | | 07/08/2022 | — | — | — | — | — | — | — | 255,236(4) | 4,379,850 | | | 07/08/2022 | — | — | — | — | — | — | — | 212,697(5) | 3,649,881 | | | 05/10/2021 | — | — | — | — | — | 119,182(6) | 2,045,163 | — | — | | | 05/10/2021 | — | — | — | — | — | — | — | 266,828(7) | 4,578,768 | | | 05/10/2021 | — | — | — | — | — | — | — | 266,828(8) | 4,578,768 | | | 07/10/2020 | — | — | — | — | — | 56,704(9) | 973,041 | — | — | | Ondrej Vlcek | 11/10/2022 | — | — | — | — | — | 139,808(10) | 2,399,105 | — | — | | | 10/10/2022 | — | — | — | — | — | 130,045(11) | 2,231,572 | — | — | | | 10/10/2022 | — | — | — | — | — | — | — | 97,534(3) | 1,673,683 | | | 10/10/2022 | — | — | — | — | — | — | — | 195,068(4) | 3,347,367 | | | 10/10/2022 | — | — | — | — | — | — | — | 162,557(5) | 2,789,478 | | | 03/22/2021 | — | — | — | — | — | 48,639(12) | 834,645 | — | — | | Natalie M.Derse | 05/10/2022 | — | — | — | — | — | 49,241(2) | 844,976 | — | — | | | 05/10/2022 | — | — | — | — | — | — | — | 36,931(3) | 633,736 | | | 05/10/2022 | — | — | — | — | — | — | — | 73,862(4) | 1,267,472 | | | 12/10/2021 | — | — | — | — | — | 69,750(13) | 1,196,910 | — | — | | | 12/10/2021 | — | — | — | — | — | — | — | 104,626(5) | 1,795,382 | | | 05/10/2021 | — | — | — | — | — | 36,671(6) | 629,274 | — | — | | | 05/10/2021 | — | — | — | — | — | — | — | 82,100(7) | 1,408,836 | | | 05/10/2021 | — | — | — | — | — | — | — | 82,100(8) | 1,408,836 | | | 08/10/2020 | — | — | — | — | — | 25,978(9) | 445,782 | — | — |

  97. Outstanding Equity Awards at Fiscal Year End 2023

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Yet Vested (#) | Equity Incentive Plan Awards: Value of Unearned Shares, Units or Other Rights that Have Not Yet Vested(1) ($) | | BryanS.Ko | 05/10/2022 | — | — | — | — | — | 45,454(2) | 779,991 | — | — | | | 05/10/2022 | — | — | — | — | — | — | — | 34,091(3) | 585,002 | | | 05/10/2022 | — | — | — | — | — | — | — | 68,182(4) | 1,170,003 | | | 12/10/2021 | — | — | — | — | — | 69,750(13) | 1,196,910 | — | — | | | 12/10/2021 | — | — | — | — | — | — | — | 104,626(5) | 1,795,382 | | | 05/10/2021 | — | — | — | — | — | 36,671(6) | 629,274 | — | — | | | 05/10/2021 | — | — | — | — | — | — | — | 82,100(7) | 1,408,836 | | | 05/10/2021 | — | — | — | — | — | — | — | 82,100(8) | 1,408,836 | | | 07/10/2020 | — | — | — | — | — | 16,677(9) | 286,177 | — | — |

  98. Outstanding Equity Awards at Fiscal Year End 2023

    (1) The market value is calculated based on $17.16 per share, the fair value of our common stock on March 31, 2023. (2) These RSUs granted in fiscal 2023 vest over three years, with 33%, 33% and 34% vesting on May 1, 2023, May 1, 2024, and May 1, 2025, respectively, subject to service through the applicable vesting date. (3) These PRUs granted in fiscal 2023 (TSR) have a three-year performance period from April 2, 2022 to April 4, 2025, and will vest based on achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY25. As of March 31, 2023, the aggregate achievement of the performance metrics was trending above the threshold payout level but not above the target payout level and, as a result, the number of shares shown is 100% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares. (4) These PRUs granted in fiscal 2023 (BMG) vest after the completion of a three-year period from April 2, 2022 to April 4, 2023, and will vest based on achievement of certain average bookings growth and non-GAAP operating margin performance measured over a two-year period from FY24-FY25, subject to service through the last day of FY25. As of March 31, 2023, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, the number of shares shown is 200% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares. (5) These PRUs granted in fiscal years 2022 and 2023 (VCP) have a performance period ending April 3, 2026, and will vest based on achievement of certain share price appreciation with relative total shareholder return (rTSR) gates, subject to service through the last day of FY26. As of March 31, 2023, the aggregate achievement of the performance metrics was tracking at below the threshold level and, as a result, the number of shares shown is 50% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares. (6) These RSUs granted in fiscal 2022 vest 33%, 33% and 34% over three years on May 1, 2022, May 1, 2023 and May 1, 2024, respectively, subject to service through the applicable vesting date. (7) These PRUs granted in fiscal 2022 (TSR) have a three-year performance period from April 3, 2021 to March 29, 2024, and vest based on achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY24. As of March 31, 2023, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, the number of shares shown is 200% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares. (8) These PRUs granted in fiscal 2022 (CAGR) vest after the completion of a three-year period from April 3, 2021 to March 29, 2024, and vest based on CAGR growth measured over a two-year period from FY22-FY23, with an additional fiscal year (FY24) to achieve this goal if it is not satisfied over such two-fiscal year period, subject to service through the last day of FY24. As of March 31, 2023, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, the number of shares shown is 200% of the shares granted. As soon as practical following the end of the performance period, the Company shall determine the number of PRUs earned and complete the settlement of shares. (9) These RSUs granted in fiscal 2021 vest 33%, 33% and 34% over three years on June 1, 2021, June 1, 2022 and June 1, 2023, respectively, subject to service through the applicable vesting date. (10) These RSUs granted in fiscal 2023 cliff vest 100% on November 1, 2025, subject to service through the vesting date. These RSUs granted in fiscal 2023 vest over three years, with 33%, 33%, and 34% to vest on October 1, 2023, October 1, 2024, and October 1, 2025, respectively, subject to service through the applicable vesting date. These RSUs were assumed as part of the Avast transaction in fiscal 2023 and cliff vest 100% on March 1, 2024, subject to service through the vesting date. (13) These RSUs (VCP) granted in fiscal 2022 cliff vest 100% on December 1, 2023, subject to service through the vesting date. The following table shows for FY23, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:

  99. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023

  100. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Vincent Pilette | — | — | 541,736 | 10,155,029 | | Ondrej Vlcek | — | — | 22,120(3) | 446,160 | | Natalie M. Derse | — | — | 221,819 | 4,135,792 | | Bryan S. Ko | — | — | 187,348 | 3,653,407 |

  101. Option Exercises and Stock Vested in Fiscal 2023

    (1) The number of shares and value realized for stock awards set forth above reflect (i) RSUs that vested and settled in FY23 and (ii) PRUs that vested at the end of the performance period in FY23 but were settled in fiscal 2024. (2) The value realized upon vesting is based on (i) the closing price of our common stock upon vesting for RSUs and (ii) the closing price of our common stock on March 31, 2023 for PRUs. (3) Represents RSUs assumed in the Avast merger, which vested and settled in FY23.

  102. Non-Qualified Deferred Compensation in Fiscal 2023

    Non-Qualified Deferred Compensation in Fiscal 2023 The table below provides information on the non-qualified deferred compensation of the named executive officers for the fiscal year ended March 31, 2023.

  103. Non-Qualified Deferred Compensation in Fiscal 2023

    | | Non-Qualified Deferred Compensation | | | | | | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions (#) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Vincent Pilette | — | — | — | — | — | | Ondrej Vlcek | — | — | — | — | — | | Natalie M. Derse | — | — | — | — | — | | Bryan S. Ko | 228,288.45 | — | -2,755.12 | — | 427,218.91 |

  104. Non-Qualified Deferred Compensation in Fiscal 2023

    (1) The amount reflected includes FY23 salary contributions which is reported as “Salary” in the “Summary Compensation Table” for FY23. (2) The amount reflected are not included in the Summary Compensation Table for FY23. These amounts consist of dividends, interest and change in market value attributed to each executive officer’s entire account balance during FY23, which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves. (3) $187,985 of this amount was previously reported as “Salary” in the Summary Compensation Table in the Proxy Statements for prior Annual Meetings. During the first three quarters of FY23, employees located in the US with a base salary of $180,000 or greater, including each of the named executive officers, were eligible to participate in the Gen Digital Deferred Compensation Plan (the Deferred Compensation Plan). The Deferred Compensation Plan provides for the opportunity for participants to defer up to 75% of base salary and 100% of variable pay each year and up to 100% of sales commissions as a separate election. Variable pay included annual incentive plan and commission payments. Deferral elections must be made prior to the beginning of a calendar year and cannot be revoked as of the day immediately prior to commencement of that year. Participants have the opportunity to elect each year whether to receive that year’s deferrals upon a specified date or upon termination of employment, and the form of payment elected will be honored regardless of a participant’s length of service. The Deferred Compensation Plan is “unfunded,” and all deferrals are general assets of Gen. Amounts deferred by each participant under the Deferred Compensation Plan are credited to a bookkeeping account maintained on behalf of each participant. The bookkeeping account under the Deferred Compensation Plan will then be adjusted based on the performance of the measurement funds that have been selected by the participant. The measurement funds available under the Deferred Compensation Plan include the investment funds available under our 401(k) plan as well as additional asset classes. Each participant may change their measurement fund selections on a daily basis. The Deferred Compensation Plan requires that benefits accumulated in the bookkeeping accounts for each participant not meeting a 5-year service requirement be distributed to the participant following his or her termination of employment with us for any reason. If a 5-year service requirement is met, accumulated benefits in the participant’s account will be distributed according to the participant’s designated payment election. Upon first entering the Deferred Compensation Plan, a participant has the option to make a one-time election, which will apply to all future account balances to determine how they will be paid in the event of a change in control. By making the one-time election a participant will receive all remaining account balances in a lump sum in the month following the month of termination, if termination occurs within two (2) years following a change in control. If a participant’s employment ended before the change in control, any remaining balances will be distributed in a lump sum within 90 days of the change in control. Effective January 1, 2023, the Gen Digital Deferred Compensation Plan was frozen, meaning no new employees could participate in the plan and no future contributions could be made to the plan following such date, with the exception of the fiscal year 2023 annual incentive plan deferral elections, which were made in calendar year 2022. Deferrals in the Deferred Compensation Plan will continue to be maintained on behalf of each participant. Set forth below is a description of the plans and agreements (other than the Deferred Compensation Plan) that could result in potential payouts to our named executive officers in the case of their termination of employment and/or a change in control of Gen. For information regarding potential payouts upon termination under the Deferred Compensation Plan, in which certain of our executive officers participate, see “Non-Qualified Deferred Compensation in Fiscal 2023” above.

  105. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the ratio of the annual total compensation of Mr. Pilette, our CEO, to the median of the annual total compensation of our employees, and have annualized his base salary as required under Item 402(u) of Regulation S-K. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Our compensation programs and reward offerings are designed to reflect local market practices across our global operations, which have grown significantly over the past few years. As of March 31, 2023, we employed 2,438 employees globally, with approximately 44% based in the United States and 56% based outside of the United States. This total number of employees excludes 1,493 individuals who became our employees as a result of our acquisition of Avast in September 2022 in accordance with an exemption under the pay ratio rules for acquisitions completed in the relevant fiscal year. Pay Ratio: • Mr. Pilette’s FY23 annual total compensation was $25,291,365, which was calculated in the same manner as the amounts reported in the “Total” column of the “2023 Summary Compensation Table” in this proxy statement. • The FY23 annual total compensation of our median employee (other than our CEO) was $96,500. • Based on this information, the pay ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees is 262.1 to 1. Identification of the Median Employee: For purposes of identifying our median employee, we used our global employee population as of March 31, 2023, identified based on our global human resources system of record, inclusive of all regular employees employed by Gen as of that date. We used total direct compensation as our consistently applied compensation measure. In this context, total direct compensation is the sum of the value of base salary or wages earned, which has been annualized with respect to permanent employees, the annual incentive target amount or annual commission target amount in effect as of March 31, 2023, and the grant date fair value of all equity awards granted during FY23, excluding the value of any modifications. Cash compensation figures were converted from local currency to U.S. dollars using the exchange rate Gen used for FY23 internal budgeting purposes. We did not make any cost-of-living adjustments or utilize the de minimis exemption to eliminate countries representing no more than 5% of our global population in the aggregate as allowed by SEC rules. This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (Pay Versus Performance Rules) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  106. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based On:(5) | | | | | Year(1) (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(2)4) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | Net Income (in millions) (h) | Net Revenue Growth (by percentage)(6) (i) | | 2023 | $25,291,365 | $5,686,393 | $9,006,551 | $(105,381) | $108 | $201 | $1,349 | 19% | | 2022 | $13,517,505 | $20,734,811 | $12,126,077 | $18,159,360 | $156 | $210 | $836 | 10% | | 2021 | $13,829,574 | $24,198,283 | $4,001,474 | $5,238,020 | $120 | $177 | $554 | 11% |

  107. CEO Pay Ratio

    (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2021, 2022 and 2023.

  108. CEO Pay Ratio

    | | PEO | Non-PEO NEOs | | 2023 | Vincent Pilette | Ondrej Vlcek, Natalie Derse, and Bryan Ko | | 2022 | Vincent Pilette | Natalie Derse and Bryan Ko | | 2021 | Vincent Pilette | Natalie Derse, Matthew Brown, Samir Kapuria and Bryan Ko |

  109. CEO Pay Ratio

    (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation and Related Information — Executive Compensation Tables — Summary Compensation Table” for additional information). (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Pilette in accordance with the Pay Versus Performance Rules:

  110. CEO Pay Ratio

    | | | Pension Plan Adjustments | | Equity Award Adjustments | | | | | | | | | | Summary Compensation Table Total for PEO | Change in Pension Value | Pension Service Cost | Stock Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Compensation Actually Paid to PEO | | 2023 | $25,291,365 | N/A | N/A | $(23,336,211) | $10,908,779 | $(5,774,617) | — | $(2,068,928) | — | $666,005 | $5,686,393 | | 2022 | $13,517,505 | N/A | N/A | $(11,437,131) | $15,110,461 | $3,167,247 | — | $356,090 | — | $20,639 | $20,734,811 | | 2021 | $13,829,574 | N/A | N/A | $(10,278,897) | $10,181,749 | — | — | $(1,467,399) | — | $11,933,256 | $24,198,283 |

  111. CEO Pay Ratio

    The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.

  112. CEO Pay Ratio

    | | | Pension Plan Adjustments | | Equity Award Adjustments | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs | Change in Pension Value | Pension Service Cost | Stock Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $9,006,551 | N/A | N/A | $(8,173,767) | $5,095,792 | $(5,796,603) | $0 | $(517,328) | $0 | $279,974 | $(105,381) | | 2022 | $12,126,077 | N/A | N/A | $(11,197,900) | $13,885,671 | $1,213,977 | $0 | $1,000,832 | $0 | $1,130,703 | $18,159,360 | | 2021 | $4,001,474 | N/A | N/A | $(2,908,394) | $1,991,444 | $(9,777) | $0 | $18,076 | $0 | $2,145,197 | $5,238,020 |

  113. CEO Pay Ratio

    (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (Peer Group TSR) is determined based on the value of an initial fixed investment of $100 on April 4, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the S&P Information Technology Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended March 31, 2023. (6) We have determined that Net Revenue Growth is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2023, to company performance (Company Selected Measure (as defined in the Pay Versus Performance Rules)). “Net Revenue Growth” refers to the percentage of year-over-year growth in annual GAAP net revenue.

  114. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to our NEOs aligns with the Company’s financial performance as measured by our TSR, our Peer Group TSR, our net income, and Net Revenue Growth: