DEF 14A of Gen Digital Inc.
Filed Jul 28, 2025 · FY20250001140361-25-027427
Our Director Nominees
Our Director Nominees
Our Director Nominees
| | Age | Director Since | Independent | Diversity | Committee Memberships* | | | Other Public Boards** | | | | | | | AC | CC | NGC | | | Susan P. Barsamian*** Director | 66 | 2019 | | WD | | | C | 2 | | Pavel Baudis Director | 65 | 2022 | | | | | | 0 | | Eric K. Brandt Director | 63 | 2020 | | | C | | | 3 | | John C. Chrystal Director | 67 | 2025 | | | | | | 1 | | Nora M. Denzel Director | 62 | 2019 | | W | | C | | 2 | | Emily Heath Director | 51 | 2021 | | WD | | | | 0 | | Vincent Pilette*** Chief Executive Officer and President | 53 | 2019 | | | | | | 0 | | Sherrese M. Smith Managing Partner, Paul Hastings | 53 | 2021 | | WD | | | | 1 | | Ondrej Vlcek Former President of Gen, Director | 48 | 2022 | | | | | | 0 |
Our Director Nominees
| | = Member C = Chair | | | Committees: AC = Audit CC = Compensation and Leadership Development | | NGC = Nominating and Governance | | W = Woman D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+) | | | | * | Reflects our Board and committee composition following the Annual Meeting. The Technology and Cybersecurity Committee was dissolved in June 2025. | | | ** | Reflects membership on boards of companies publicly traded in the U.S. | | | *** | On July 18, 2025, Susan P. Barsamian was appointed Lead Independent Director and Vincent Pilette was named Chair of the Board. | |
Stockholder Director Nominee Submission Procedures
Stockholder Director Nominee Submission Procedures The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding stockholder director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors. To be considered for nomination by the Nominating and Governance Committee at next year’s annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by our Corporate Secretary no later than March 30, 2026 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:
Stockholder Director Nominee Submission Procedures
| • | the full name and address of the candidate; |
Stockholder Director Nominee Submission Procedures
| • | the number of shares of Gen common stock beneficially owned by the candidate; |
Stockholder Director Nominee Submission Procedures
| • | a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and |
Stockholder Director Nominee Submission Procedures
| • | biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement. |
Stockholder Director Nominee Submission Procedures
Information regarding the requirements that must be followed by a stockholder who either (i) wishes to make a stockholder nomination for election to the Board for next year’s annual meeting pursuant to the advance notice provisions of our Bylaws or (ii) wishes to nominate one or more director candidates to be included in our proxy materials pursuant to the proxy access provisions of our Bylaws is described in this proxy statement under “Additional Information — Stockholder Proposals for the 2026 Annual Meeting.”
Contacting the Board of Directors
Contacting the Board of Directors Any stockholder who wishes to contact members of our Board may do so by mailing written communications to: Gen Digital Inc.
60 E. Rio Salado Parkway, Suite 1000
60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281
Tempe, Arizona 85281
Attn: Corporate Secretary
Attn: Corporate Secretary Our Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with our policy regarding accounting complaints and concerns. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following nine persons to serve as directors for the term beginning at the Annual Meeting on September 9, 2025: Susan P. Barsamian, Pavel Baudis, Eric K. Brandt, John C. Chrystal, Nora M. Denzel, Emily Heath, Vincent Pilette, Sherrese M. Smith, and Ondrej Vlcek. Each director will be elected on an annual basis. Mr. Chrystal served as an independent director and Chairman of MoneyLion until the closing of Gen’s acquisition of MoneyLion in April 2025. Mr. Chrystal was initially recommended to the Nominating and Governance Committee by the Gen Board following the MoneyLion acquisition and appointed as a director of Gen on May 15, 2025. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to Gen cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable to serve or for good cause will not serve, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any is unable to serve or for good cause will not serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.
Nominees for Director
Nominees for Director The names of each nominee for director, their ages as of July 14, 2025, and other information about each nominee is shown below.
Nominees for Director
| Name | Age | Principal Occupation | Independent | Director Since | | Susan P. Barsamian | 66 | Director | Yes | 2019 | | Pavel Baudis | 65 | Director | Yes | 2022 | | Eric K. Brandt | 63 | Director | Yes | 2020 | | John C. Chrystal | 67 | Director | Yes | 2025 | | Nora M. Denzel | 62 | Director | Yes | 2019 | | Emily Heath | 51 | Partner, Cyberstarts | Yes | 2021 | | Vincent Pilette | 53 | CEO and President | No | 2019 | | Sherrese M. Smith | 53 | Managing Partner, Paul Hastings | Yes | 2021 | | Ondrej Vlcek | 48 | Director | No | 2022 |
Nominees for Director
| Susan P. Barsamian | Director Age: 66 | | Director Since: 2019 Independent: Yes Committee Memberships: • Compensation • Nominating & Governance (Chair) Other Current Public Boards: • Box, Inc. • Five9, Inc. Other Public Boards in the Last Five Years: • None | From 2006 to 2016, Susan P. 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 previously 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. |
Nominees for Director
| Pavel Baudis | Director Age: 65 | | Director Since: 2022 Independent: Yes Committee Memberships: • None Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | Pavel Baudis co-founded Avast plc 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. |
Nominees for Director
| Eric K. Brandt | Director Age: 63 | | Director Since: 2020 Independent: Yes Committee Memberships: • Audit (Chair) • Nominating & Governance Other Current Public Boards: • Option Care Health, Inc. • LAM Research Corporation • Nutanix Inc. Other Public Boards in the Last Five Years: • Altaba Inc.(1) • Dentsply Sirona Inc. • The Macerich Company | Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Inc., 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 currently serves as a public company board member on each of the following boards: Option Care Health, a leader in ambulatory infusion in the US, LAM Research Corporation, a semiconductor equipment company, and Nutanix Inc., a cloud computing company. Mr. Brandt formerly served as a public company director on the following boards: Altaba Inc. (formerly Yahoo! Inc.)1, Dentsply Sirona Inc., and The Macerich Company. 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. |
Nominees for Director
| 1 | Altaba Inc. was delisted in October 2019 and is currently in liquidation. |
Nominees for Director
| John C. Chrystal | Director Age: 67 | | Director Since: 2025 Independent: Yes Committee Memberships: • Audit Other Current Public Boards: • Apollo Asset Backed Credit Company LLC Other Public Boards in the Last Five Years: • MoneyLion Inc. • The Bancorp Inc. • Trust for Advised Portfolios • MCAP Acquisition Corp. • Insurance Acquisition • Insurance Acquisition Corp. II • Insurance Acquisition Corp. III | John C. Chrystal joined MoneyLion in 2016 as an independent director and became Non-executive Chairman in 2021. He served in these roles through the closing of the MoneyLion acquisition in April 2025. Mr. Chrystal brings more than 40 years of experience as a highly regarded financial services executive to Gen. Mr. Chrystal currently serves as an independent director of Apollo Asset Backed Credit Company, LLC, a public firm investing in asset-backed credit, and Regatta Loan Management LLC, a privately held SEC-registered Investment Advisor, and is a board member of Sac City Holdings, Ltd., a private single bank holding company. Previously, from June 2013 until February 2022, he served as a director of The Bancorp Inc. (“Bancorp”), a public company which is a leading provider of banking and technology solutions for non-bank companies. Mr. Chrystal also served as Bancorp’s Vice Chairman beginning in April 2017 and as Interim Chief Executive Officer and President of The Bancorp Bank from December 2015 through May 2016. Mr. Chrystal also previously served as a director of numerous special purpose acquisition companies from 2019 to 2022 and as a director of the Trust for Advised Portfolios from 2010 to 2022. Earlier in his career, Mr. Chrystal was the Managing Member of Bent Gate Advisors, LLC, the Chief Risk Officer of DiMaio Ahmad Capital, an investment management firm, and was a Managing Director with entities of Credit Suisse, a financial services firm, with oversight of asset management and financial products functions. Mr. Chrystal received an MBA from The University of Chicago and a B.S degree in Agricultural Business from Iowa State University. The Board believes that Mr. Chrystal is a valuable member of the Board of Directors because of his extensive experience in the financial services industry, including expertise in risk management and credit, and his prior track record as a senior executive and director. |
Nominees for Director
| Nora M. Denzel | Director Age: 62 | | Director Since: 2019 Independent: Yes Committee Memberships: • Compensation (Chair) Other Current Public Boards: • Advanced Micro Devices, Inc. • Sony Group Corporation. Other Public Boards in the Last Five Years: • SUSE S.A. • 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 currently serves on the Board of Directors of Advanced Micro Devices, Inc., a global company that specializes in manufacturing semiconductor devices used in computer processing, and Sony Group Corporation. Previously, she served as a director of other public companies, including SUSE S.A. from May 2021 to September 2023, Telefonaktiebolaget LM Ericsson from March 2013 to March 2023, and Talend S.A. from 2017 to 2021. She currently 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. |
Nominees for Director
| Emily Heath | Director Age: 51 | | Director Since: 2021 Independent: Yes Committee Memberships: • Audit • Compensation Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | Emily Heath has served as a 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., a digital signature software company, 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, Wiz, a private cloud security company, and Legit Security, a private company in the application security posture management space. 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. |
Nominees for Director
| Vincent Pilette | CEO & Director Age: 53 | | Director Since: 2019 Independent: No Committee Memberships: • None Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | In 2019, Vincent 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. |
Nominees for Director
| Sherrese M. Smith | Director Global Managing Partner, Paul Hastings LLC Age: 53 | | Director Since: 2021 Independent: Yes Committee Memberships: • Nominating & Governance Other Current Public Boards: • Cable One, Inc. Other Public Boards in the Last Five Years: • None | Sherrese M. 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 Global 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). Ms. 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 Vice Chair of the Northwestern University’s Law School board and a member of the University of Maryland’s Journalism School board. Ms. Smith holds a Bachelor of Arts degree 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., and her extensive experience advising on media, data privacy, and technology matters. |
Nominees for Director
| Ondrej Vlček | Director Age: 48 | | Director Since: 2022 Independent: No Other Current Public Boards: • None Other Public Boards in the Last Five Years: • None | Ondrej Vlcek previously served as the President of Gen from September 2022 until June 2024. Prior to this, he served as the 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 to sit on our Board of Directors 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. |
Director Compensation
Director Compensation Director Compensation Highlights
Director Compensation
| • | Fees for committee service and service on the Board |
Director Compensation
| • | Emphasis on equity in the overall compensation mix |
Director Compensation
| • | Full-value equity grants with time-based vesting |
Director Compensation
| • | No performance-based equity awards or perquisites |
Director Compensation
| • | Robust stock ownership guideline |
Director Compensation
| • | Stockholder approved annual limit on non-employee director compensation |
Director Compensation
| • | Policies prohibiting hedging and pledging by our directors |
Director Compensation
The policy of the Board is that the compensation for non-employee directors should be a mix of cash and equity-based compensation. Non-employee directors may not receive consulting, advisory or other compensatory fees from Gen for their services. The Compensation and Leadership Development Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation. Annual Fees: Pursuant to our amended and restated non-employee director compensation policy, non-employee directors were entitled to the following cash retainers for FY25.
Director Compensation
| 2025 Annual Retainers: | | | All Non-Employee Directors | $50,000 | | Independent Chair | $100,000 | | Audit Committee Chair | $15,000 | | Compensation and Leadership Development Committee Chair | $15,000 | | Nominating and Governance Committee Chair | $12,500 | | Technology and Cybersecurity Committee Chair | $10,000 | | Audit Committee Membership | $15,000 | | Compensation and Leadership Development Committee Membership | $10,000 | | Nominating and Governance Committee Membership | $7,500 | | Technology and Cybersecurity Committee Membership | $5,000 |
Director Compensation
Committee chairs are entitled to receive the committee membership retainer in addition to the committee chair retainer. As of June 2025, the Technology and Cybersecurity Committee was dissolved, and no additional fees shall be paid to the former members of the Technology and Cybersecurity Committee for FY26. Additionally, as of July 2025, Mr. Dangeard resigned as the Chair and Ms. Barsamian was appointed as the Lead Independent Director. Ms. Barsamian will be paid $100,000 annually as the Lead Independent Director, prorated appropriately for FY26. 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. 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. Stock-Approved Limited on Non-Employee Directors Compensation. Our stockholder approved Gen Digital Inc. Equity Incentive 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 Gen Digital Inc. Equity Incentive 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 and Leadership Development Committee adopted the following stock ownership guidelines for our non-employee directors to better align our directors’ interests with those of our stockholders:
Director Compensation
| • | 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; |
Director Compensation
| • | Shares owned outright (including shares held in “street name” and shares held in trust that are deemed to be beneficially owned by the non-employee director for Section 16 reporting purposes) count toward the holding minimum; |
Director Compensation
| • | 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), except unexercised stock options (whether vested or untested) will not count toward the holding minimum; |
Director Compensation
| • | New directors will have five years to reach the minimum holding level; and |
Director Compensation
| • | Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants. |
Director Compensation
The stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” beginning on page 39 of this proxy statement. As of June 15, 2025, all our directors had either met their stock ownership requirement or had remaining time to do so.
Fiscal 2025 Director Compensation
Fiscal 2025 Director Compensation The following table provides information for FY25 compensation for all of our non-employee directors in FY25, except for Mr. Vlcek who served as an executive officer for a portion of the year and whose compensation is described in the Compensation Discussion and Analysis below:
Fiscal 2025 Director Compensation
| | Fees Earned or Paid in Cash ($)(1)(2)(3)(5) | Stock Awards ($)(4)(5) | Total ($) | | Susan P. Barsamian | 85,010 | 259,984 | 344,994 | | Pavel Baudis | 55,010 | 259,984 | 314,994 | | Eric K. Brandt | 80,010 | 259,984 | 339,994 | | Frank E. Dangeard | 172,507 | 259,984 | 432,491 | | Nora M. Denzel | 80,010 | 259,984 | 339,994 | | Peter A. Feld | 82,507 | 259,984 | 342,491 | | Emily Heath | 80,010 | 259,984 | 339,994 | | Sherrese M. Smith | 62,507 | 259,984 | 322,491 |
Fiscal 2025 Director Compensation
| (1) The aggregate full grant date fair value for each directors’ annual stock award and retainer fee elected to be paid in stock was calculated in accordance with FASB ASC Topic 718. |
Fiscal 2025 Director Compensation
| (2) Represents non-employee director annual retainer and committee fees earned and paid in quarterly installments on June 1, 2024, September 1, 2024, December 1, 2024, and March 1, 2025. |
Fiscal 2025 Director Compensation
| (3) In lieu of cash, non-employee directors may elect to receive their annual retainer fee of $50,000 in the form of RSUs. In FY25, Mr. Dangeard, Mr. Feld, and Ms. Smith each received 1,930 RSUs on September 10, 2024, with a per share fair value of $25.90, an aggregate grant date fair value of $49,987, and which vested in four equal installments on December 1, 2024, March 1, 2025, June 1, 2025 and September 1, 2025, respectively. |
Fiscal 2025 Director Compensation
| (4) Annual awards granted to each non-employee director for 10,038 RSUs on September 10, 2024, with a per share fair value of $25.90, an aggregate grant date fair value of $259,984, and vests 100% at the Annual Meeting. |
Fiscal 2025 Director Compensation
| (5) Unvested and outstanding RSUs as of March 28, 2025: |
Fiscal 2025 Director Compensation
| | Number of RSUs Outstanding and Unvested (#) | | Susan P. Barsamian | 10,038 | | Pavel Baudis | 10,038 | | Eric K. Brandt | 10,038 | | Frank E. Dangeard | 11,003 | | Nora M. Denzel | 10,038 | | Peter A. Feld | 11,003 | | Emily Heath | 10,038 | | Sherrese M. Smith | 11,003 |
Our Compensation Philosophy
| Drive Business Success | Our executive compensation program is designed to drive our success as a market leader in cybersecurity, privacy, identity, and financial wellness. | | 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 stockholder value. In addition, we are sensitive to how equity investments will impact our cost structure and stockholder dilution. |
FY25 Performance Highlights and Pay for Performance Alignment
| Component(1) | Metric | Achievement of target or application of modifier | Executive Officer Funding | | FY25 Executive Annual Incentive Plan (EAIP) | 100% based on FY25 bookings growth | 101.1% | 138% | | | FY25 non-GAAP operating income threshold goal, which must be achieved prior to any payout | 104.0% | Met | | | Responsible business modifier (applied after determining payout based on FY25 bookings growth metric) | ✔ | +7% | | FY25 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 | | FY23 Performance-based Restricted Stock Units(2) | 50% based on 3-year TSR relative to the Nasdaq Composite Index | 68.7% Rank | 175% | | | 50% based on average bookings growth and average non-GAAP operating margin >50% | 11.7% | 200% |
Say-On-Pay and Stockholder Engagement
Say-On-Pay and Stockholder Engagement At our 2024 Annual Meeting of Stockholders, the vote on the fiscal year 2024 (FY24) compensation of our NEOs passed with approximately 95% of the votes cast (excluding abstentions). In addition to our annual “say-on-pay” vote, we are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable Gen to address them effectively. We routinely interact and communicate with stockholders through a number of forums, including through quarterly earnings presentations, SEC filings (including the Annual Report and Proxy Statement), the Annual Meeting, our in-person Analyst Investor Day, and investor meetings, events and conferences. During 2025, we completed investor outreach to a majority of our largest stockholders. In these meetings, we discussed matters such as Gen’s results, prospects, business model, corporate governance, and executive compensation programs and goal settings and metrics. Following these meetings, we shared stockholder feedback and trends and developments about corporate governance, responsible business matters, executive compensation and other issues with our Board, our Compensation and Leadership Development Committee and our Nominating and Governance Committee, as we seek to enhance our corporate governance and executive compensation program and improve our disclosures. Additionally, accountability to our stockholders continues to be an important component of the Company’s success. We take accountability seriously and seek feedback through stockholder engagement to understand investor views and preferences. Following our discussions with investors this year, we determined not to make any changes to our corporate governance practices in FY25. We also determined it to be appropriate for the FY25 compensation program to maintain many of the same elements as our FY24 compensation program, except in the case of our FY25 executive annual incentive plan, in which we eliminated non-GAAP operating income as a weighted metric (this metric continues in the FY25 plan as a threshold gate) and increased the weighting of the bookings growth metric from 50% to 100%. This change was made to help refocus and drive our Executives to deliver on increasing profitable growth, rather than the initiative to realize promised cost synergies related to the Avast Merger in FY24. We look forward to continued engagement and dialogue with our stockholders to better meet their needs and expectations.
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 responsible business 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 reference 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 and Leadership Development 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. |
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 | 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. |
Compensation Components
| FY25 Component | Form of Compensation | Performance Period | Metrics and Performance Criteria | Details | | Base Salary | Cash | Annual | NEO base salary changes reviewed annually by CEO & Compensation and Leadership Development Committee (only the Compensation and Leadership Development Committee for CEO changes) | Page 50 | | Executive Annual Incentive Plan | Cash | Annual | 100% based on Bookings growth with FY25 non-GAAP operating income threshold goal, which must be achieved prior to any payout. Final payout subject to a responsible business modifier -/+10%. | Page 50 | | 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 FY27 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index. | Page 53 | | | | | 50% of PRUs vest in full at end of FY27 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 55 |
Appropriate Pay Mix
Appropriate Pay Mix Our FY25 compensation philosophy is designed around “pay-for-performance” so that a large portion of our NEOs’ total target direct compensation is “at-risk” and performance-based. In determining the mix of the various reward elements and the value of each component, the Compensation and Leadership Development 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. In FY25, we did not grant any equity awards outside of normal executive compensation incentive programs to our NEOs. As illustrated by the following charts, for FY25, approximately 95% of our CEO’s annual target total direct compensation was at-risk and approximately 60% is performance-based, and on average approximately 91% of our other named executive officers’ annual target total direct compensation opportunity was at-risk, and approximately 58% is performance-based.
Appropriate Pay Mix
| * EAIP is reflected at target and does not reflect the actual payout. PRUs and RSUs are reflected at their grant date fair value. |
CEO Compensation and Performance Alignment
CEO Compensation and Performance Alignment The Compensation and Leadership Development Committee takes seriously its responsibility to maintain appropriate pay for performance alignment, and believes the compensation received by our NEOs for FY25 reflects our performance and accomplishments this past year as well as the rigor of our performance goals. 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 FY25. Our CEO’s realizable pay increased due to an increase of our stock price and an improvement in our operational performance.
CEO Compensation and Performance Alignment
| * “Target Pay” is the sum of (a) our CEO’s salary rate for FY25, (b) his FY25 target annual cash incentive award opportunity, and (c) the grant date fair value of his long-term incentive compensation awards granted in FY25. |
CEO Compensation and Performance Alignment
| ** “Realizable Pay” is the sum of (a) our CEO’s salary earned for FY25, (b) his annual incentive award earned for FY25, (c) the value of his RSUs granted in FY25, are valued based on our closing stock price on March 28, 2025, the last trading day of FY25, multiplied by the number of unvested RSUs, and (d) the value of PRUs granted in FY25 are valued based on the target number of shares multiplied by our closing stock price on March 28, 2025. This value will fluctuate over time and does not represent what the CEO received as of the end of FY25. |
Annual Cash Incentive Award
Annual Cash Incentive Award
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 responsible business goals. | | | Reward achievement of short-term performance measures consistent with financial plan and responsible business strategy. | | Target Amount Considerations | Role and responsibilities, 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 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. | | | 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 FY25 financial plan. | | Performance Conditions | Bookings growth and non-GAAP operating income targets, with a modifier (+/- 10%) based on progress towards multi-year responsible business goals. | | | See Annex A for the definition of bookings and a reconciliation of non-GAAP operating income to GAAP operating income. |
Annual Equity Incentive Awards
Annual Equity Incentive Awards
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, 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 FY27 based on achievement of 3-year relative TSR versus the Nasdaq Composite Index. | | | 50% of PRUs vest in full at end of FY27 based on average bookings growth and average non-GAAP operating margin >50% over a three-year period (FY25 to FY27). | | | RSUs are time-based and vest annually over three years: (33%/33%/34%). |
Executive Annual Incentive Plan (EAIP)
Executive Annual Incentive Plan (EAIP) The following table presents each NEO’s target i for FY25 under the FY25 Executive Annual Incentive Plan (the FY25 EAIP) expressed as a percentage of base salary. There was no increase in the target incentive opportunities of our NEOs in FY25 as compared to FY24.
Executive Annual Incentive Plan (EAIP)
| Named Executive Officer | FY25 Individual Incentive Target (%) | FY25 Target ($) | | Vincent Pilette | 125 | 1,187,500 | | Natalie Derse | 100 | 600,000 | | Bryan Ko | 80 | 424,000 | | Ondrej Vlcek(1) | 100 | 738,989 |
Executive Annual Incentive Plan (EAIP)
| (1) Mr. Vlcek departed from his role as President on June 13, 2024. Amount represents his target incentive opportunity for FY25 prior to his departure. Following his departure, Mr. Vlcek ceased to eligible in the EAIP and did not earn an EAIP payout. |
Executive Annual Incentive Plan (EAIP)
The actual payout amount for each NEO under the FY25 EAIP was determined using the same formula as in FY24, with two key changes: the weight of the Bookings Growth metric was increased from 50% to 100%, and non-GAAP Operating Income was removed as a weighted metric—though it remains as a threshold gate in the FY25 plan. These adjustments were made to sharpen executive focus on accelerating growth after realizing the cost synergies realized from the Avast merger in FY24.
Executive Annual Incentive Plan — Company Performance Metrics
Executive Annual Incentive Plan — Company Performance Metrics The Compensation and Leadership Development Committee selected company performance metrics under the FY25 EAIP to create strong alignment between company performance and NEO annual incentive payouts.
Executive Annual Incentive Plan — Company Performance Metrics
| Measure | Definition | Purpose | | Bookings Growth (weighted 100%) | “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 Payout) | “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. |
Executive Annual Incentive Plan — Company Performance Metrics
If the FY25 non-GAAP operating income threshold goal was attained, any payout under the FY25 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 certain responsible business 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 FY25 EAIP was limited to 200% regardless of the responsible business modifier.
Executive Annual Incentive Plan — Company Performance Metrics
| | Bookings Percent of Plan(1) | Funding (%) | | Threshold | 95% | 0% | | Target | 100% | 100% | | Max | 103% | 200% |
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. |
Executive Annual Incentive Plan — Company Results
Executive Annual Incentive Plan — Company Results For FY25, the Compensation and Leadership Development Committee approved bookings achievement of 101.1% of plan and approved operating income threshold equivalent to FY24 Non-GAAP operating profit dollars, which resulted in funding at 138% overall. The following graph shows the threshold, target, and maximum payouts under the FY25 EAIP, along with actual company performance and funding. In addition to our bookings growth metric and non-GAAP operating metric achievement, the EAIP had a +/- 10% responsible business modifier that could be applied to the final EAIP payout at the discretion of the CEO & Compensation and Leadership Development Committee, which was based on the achievement against certain responsible business goals that were focused on improving representation, and each NEO’s contributions toward such goals. Given our demographics in FY25, and considering the overall business performance of the Company and our NEOs, the Compensation and Leadership Development Committee approved a 7% responsible modifier to be applied to all NEOs final FY25 EAIP payout. The Compensation and Leadership Development Committee has determined that in light of evolving business priorities, the FY26 EAIP modifier will not be based on representation goals but will instead be based on other responsible business priorities.
Executive Annual Incentive Plan — FY25 Payout Results
Executive Annual Incentive Plan — FY25 Payout Results
Executive Annual Incentive Plan — FY25 Payout Results
| NEO | Base Salary ($) | Annual Incentive Target (%) | Company Performance Funding Achievement (%) | Responsible Business Modifier (%)(+/-) | Individual Payout Amount ($) | | Vincent Pilette | 950,000 | 125 | 138 | 7 | $1,721,875 | | Natalie Derse | 600,000 | 100 | 138 | 7 | $870,000 | | Bryan Ko | 530,000 | 80 | 138 | 7 | $614,800 | | Ondrej Vlcek | | 0 | 0 | 0 | |
Equity Incentive Awards
Equity Incentive Awards
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 granting 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 and Leadership Development Committee believed that for the FY25 annual equity incentive award program, a mix of PRUs and RSUs continued to be the appropriate annual long-term equity incentive for NEOs. All NEOs received 60% of the value of their target annual equity incentive award in the form of PRUs and 40% being in the form of RSUs. This mix is a common practice among the external market and our FY25 peer group, and we believe that such a mix will motivate our NEOs to contribute to our long-term success and stock price appreciation while also encouraging long-term retention.
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units In FY25, each of our NEOs received a grant of FY25 PRUs, which vest based on the achievement of two equally weighted metrics:
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
| • | Three-year relative TSR measured against the Nasdaq Composite Index; and |
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
| • | Three-year Average Bookings Growth Percentage plus Average non-GAAP Operating Margin Percentage Greater than 50% ending April 2, 2027. |
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
In FY25, we maintained a blended bookings growth and non-GAAP operating margin goal to reflect the view that we should balance sustained topline growth with profitability. The table and charts below provide more information regarding our FY25 PRU design:
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
| Metric | Measurement Period | Metric Objective (50% of Target) | Vesting Conditions | | 3-year relative TSR vs. Nasdaq Composite Index | FY25-FY27 | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | Earned portion vests at end of FY27. | | 3-year Bookings Growth Plus Average Non-GAAP Operating Margin Points >50%(1)(2) | Measured over last three-years of FY25-FY27 | 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 FY27. |
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
| (1) For example, if achievement of average bookings growth is 3% and average non-GAAP operating margin for the performance period is 55%, final achievement equates to 8% (3% + (55-50%, or 5%)). |
Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units
| (2) “Non-GAAP operating margin” is determined as described in “Annex A — Reconciliations” in this proxy statement. |
FY25 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component
FY25 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Component Mr. Pilette, Ms. Derse, Mr. Ko were granted their PRUs by the Compensation and Leadership Development Committee in May 2024. As described in more detail below under the heading “Vlcek Departure,” in connection with Mr. Vlcek’s departure from his role as President, Mr. Vlcek’s was not granted any PRU awards in May 2024. The Board and the Compensation and Leadership Development 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 and Leadership Development 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 and Leadership Development Committee also believed that given the strategic importance of balancing sustained topline growth with profitability, implementing a 3-year plan using 3-year average bookings growth and average non-GAAP operating margin goal measured at the end of fiscal year 2027 (FY27) would help us remain focused on long-term success. Achievement under the FY25 PRUs will not be certified by the Compensation and Leadership Development Committee until the end of FY27 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: The following table summarizes the PRU awards granted to our NEOs in FY25.
Annual Equity Incentive Awards — FY25 Restricted Stock Units
Annual Equity Incentive Awards — FY25 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. Mr. Pilette, Ms. Derse, Mr. Ko were granted their RSUs by the Compensation and Leadership Development Committee in May 2024. The RSUs were granted 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. As described in more detail below under the heading “Vlcek Departure,” in connection with Mr. Vlcek’s departure from his role as President, Mr. Vlcek’s was not granted any PRU awards in May 2024. The following table summarizes the RSU awards granted to our NEOs in FY25.
Annual Equity Incentive Awards — FY25 Restricted Stock Units
| NEO | FY25 RSU Award Amount (#) | Grant Date Fair Value ($) | Vesting Criteria(1) | | Vincent Pilette | 275,012 | 6,451,782 | 33%/33%/34% | | Natalie Derse | 94,832 | 2,224,759 | 33%/33%/34% | | Bryan Ko | 75,865 | 1,779,793 | 33%/33%/34% | | Ondrej Vlcek | — | — | — |
Annual Equity Incentive Awards — FY25 Restricted Stock Units
| (1) RSUs vest on each of May 1, 2025, May 1, 2026, and May 1, 2027, subject to service through the applicable vesting date. |
Annual Equity Incentive Awards — Previously Granted FY23 Performance-based Restricted Stock Units
Annual Equity Incentive Awards — Previously Granted FY23 Performance-based Restricted Stock Units In FY23, each of our NEOs, other than Mr. Vlcek, received a grant of FY23 PRUs which vested at the end of FY25. The FY23 PRUs vested based on the achievement of two equally weighted metrics:
Annual Equity Incentive Awards — Previously Granted FY23 Performance-based Restricted Stock Units
| • | Three-year relative-TSR measured against the Nasdaq; and |
Annual Equity Incentive Awards — Previously Granted FY23 Performance-based Restricted Stock Units
| • | 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 March 28, 2025. |
Annual Equity Incentive Awards — Previously Granted FY23 Performance-based Restricted Stock Units
| Metric | Measurement Period | Metric Objective (50% of Target) | Actual Performance | % Of Target Achievement | | 3-year relative TSR vs. Nasdaq | FY23-FY25 | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | 68.73% Rank | 175% | | 2-year Bookings Growth Plus Average Non-GAAP Operating Margin Points >50% | Measured over a two-year period from 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. | 11.7% | 200% | | | | Total Final Achievement | | 188% |
FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Points >50%
FY23 PRU Design — Bookings Growth Plus Average Non-GAAP Operating Margin Points >50% The following charts present the potential threshold, target and maximum performance levels and payouts of the relative TSR: Following the end of FY25, the Compensation and Leadership Development Committee certified the final performance achievement of the FY23 PRUs at 188% of target, based on final Bookings Growth Plus Average Non-GAAP Operating Margin above 50% metric achievement of 200% of target and final Relative TSR metric achievement of 175%, which resulted in the release of shares to each NEO as set forth in the table below.
Previous Granted Equity Incentive Awards—FY22 Value Creation Program I (VCP I) (FY22-FY26)
Previous Granted Equity Incentive Awards—FY22 Value Creation Program I (VCP I) (FY22-FY26) VCP I was adopted in FY22 to align, incentivize and retain key executives in connection with the Avast acquisition, which was a key milestone in the first phase of Gen’s transformation. The first phase of the transformation strategy was focused on realizing synergies to help build technical and go-to-market capabilities, building scale, and developing a foundational platform that powers consumers’ digital freedom. During FY25, we did not grant any awards under VCP I and did not make any compensation decisions with respect to the program. The number of VCP I PRUs that may be earned during the performance period, which will end following the completion of FY26 will range from 0% to 300% of the target shares granted, based upon the Company’s share price appreciation, as measured against certain share price targets (and subject to the achievement of certain relative TSR threshold targets). For more information on VCP I, including the specific targets, please see the “Compensation Discussion and Analysis” in our proxy statement, which was filed on July 31, 2023. To date, none of the PRUs granted under VCP I have vested. As described in more detail below under the heading “Vlcek Departure,” in connection with Mr. Vlcek’s departure from his role as President, all of Mr. Vlcek’s unvested PRUs, including his VCP I award, were forfeited as of June 13, 2024.
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 FY25, are disclosed in “FY25 Executive Compensation,” above and under “Potential Payments Upon Termination or Change-in-Control,” below.
Severance and Change of Control Benefits
| 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. | | Acceleration if Awards are Not Assumed or Substituted in a Corporate Transaction | We believe that such benefits preserve the retention power of unvested equity following a change in control of the Company and also provide for a reasonable benefit in the event that awards are not continued. | | 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. |
Vlcek Departure
Vlcek Departure On June 13, 2024, Mr. Vlcek transitioned from Gen and departed from his role as President, but continues to serve as a member of the Board and provide consulting services to the Company to ensure an orderly transition. In connection with this transition, Mr. Vlcek entered into an agreement with the Company (Transition Agreement), which supersedes any prior employment agreement Mr. Vlcek previously had with the Company. Pursuant to this Transition Agreement, Mr. Vlcek will provide consulting services on various matters, including matters related to innovation and technology at the request of the Company, which will be in addition to his regular ongoing responsibilities as a member of the Board. As compensation for these services and his service on the Board, Mr. Vlcek’s existing time-based restricted stock units excluding the Holding RSUs (as defined below) continued to vest in accordance with their applicable award agreements and the Company’s 2013 Equity Incentive Plan, as amended, until June 13, 2025. Mr. Vlcek did not receive any additional non-employee board member compensation in connection with his service as a board member during his transition period. Additionally, as of the date of his departure, all of Mr. Vlcek’s unvested PRUs and all other unvested tranches of his time-based grants described above were forfeited. Further, Mr. Vlcek previously agreed to hold for three years all Gen stock received as consideration from the Avast transaction, in return for which the Company granted time-based restricted stock units (Holding RSUs), which would only vest if he satisfies this holding requirement and provides services through the end of the holding period. The Holding RSUs will continue to vest in accordance with their terms so long as Mr. Vlcek is either a member of Gen’s Board of Directors or acts as a consultant to the Company and satisfies the holding requirement, which is contingent upon Mr. Vlcek not rescinding the Transition Agreement.
FY26 Value Creation Program II (VCP II) Equity Incentive Awards (FY27-FY30)
FY26 Value Creation Program II (VCP II) Equity Incentive Awards (FY27-FY30) In July 2025, in conjunction with its annual compensation review process, the Board approved VCP II, a long-term value creation program for a select set of key executives of the Company who are leading the second phase of our transformation to further diversify our business and materially accelerate the growth of our trust based solutions in financial wellness and beyond. The purpose of the award is to create a direct incentivization mechanism for these executives with greatest responsibility for execution that drives performance against goals closely tied to our transformation objectives and strongly aligns executives’ pay outcomes with their ability to create sustained and substantial stockholder value creation. The Company’s CEO and leadership team demonstrated strong strategic leadership over the course of our first phase of transformation, beginning with the creation of a consumer-focused cyber safety company in 2019 and most recently with its acquisition of MoneyLion and creation of a synergistic trust-based solutions business. Under our CEO’s leadership, the Company transformed from legacy cyber security products towards an AI-powered identity-first platform that serves as a daily cyber safety companion. As a result, the company nearly doubled revenue going from $2.4B in FY20 to $3.9B last year, and more than doubled EPS from $0.90 per share to $2.22 per share over the same period. This team’s proven track record underpins the Compensation Committee’s and Board’s conviction that this continues to be the right leadership team to lead the second phase of our transformation. Given the incredible amount of sustained focus, effort and leadership that is now needed to navigate the Company through the second chapter of its transformation and deliver on its lofty value creation goals, the Compensation Committee, in consultation with its independent compensation consultant, external counsel and the independent members of the full Board, determined that VCP II was in the best interests of the Company and its stockholders. The VCP II encourages continuity within the leadership team in a highly competitive market for CEO and executive talent while driving execution of our business objectives. VCP II is 100% performance-based and designed to incentivize extraordinary outperformance that significantly increases revenue on an absolute basis and rewards strong total shareholder returns on a relative basis. The performance measurement period for revenue growth commences after the completion of the existing VCP I at the end of fiscal year 2026 and spans four fiscal years (FY27 to FY30). VCP II has outsized revenue growth targets to motivate the leadership team to double the Company’s FY25 revenue by the end of FY30 and does not provide for any payout unless the Company’s revenue has increased by at least 50%. To ensure that revenue is grown in alignment with shareholder interests, the awards also utilize a relative TSR modifier which both sets the target payout level at the index 55th percentile against the Nasdaq Composite and caps payouts at target in the event the Company’s absolute TSR is negative. The awards cliff vest following the end of FY30, subject to continuous service through the vesting date. The award size for each executive is approximately 1 times each executive’s FY26 annual equity incentive award with some variability. In determining the award size, the Compensation Committee and the independent members of the Board considered, among other things, each NEO’s role, responsibilities and performance, the holding power of each executive’s existing unvested equity awards, market data from our compensation peer group, the difficulty of achieving the revenue goals, and the fact that 100% of the awards are performance-based.
FY26 Value Creation Program II (VCP II) Equity Incentive Awards (FY27-FY30)
| Philosophy and Award Design Consideration | Drive sustained and substantial stockholder value creation, as well as alignment of executive and stockholder interests, through long-term equity incentive awards with multi-year cliff vesting that are 100% performance based. | | | Align leadership team to deliver on the second phase of the transformation of Gen that is required to diversify its business and further develop its trust-based solutions and deliver outsized stockholder returns. | | | Utilize aggressive revenue hurdles to double the company’s FY25 revenue while delivering extraordinary outperformance that significantly increases total shareholder return on a relative basis. | | | Service requirement through the payout date, which will occur following the completion of a four-year performance period (FY27 to FY30) and nearly 5 years from the grant date, to align, motivate and retain key employees during the next phase of the company’s transformation. | | | Measurement period for the operational metrics will not commence until the start of FY26 after the completion of VCP I to align executives and avoid overlapping incentives. | | Grant Mix | 100% PRUs. | | Target Amount Considerations | NEO’s 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, the rigor of the performance targets and the at-risk nature of the 100% performance based long term grants. The award size for each executive is approximately 1 times each executive’s FY26 annual equity incentive award with some variability. | | Vesting Conditions | PRUs vest in full following the completion of FY30 based on the achievement of outsized revenue growth targets that require extraordinary organic growth and/or synergistic acquisitions, subject to a modifier based on our relative TSR versus the Nasdaq Composite Index, which sets the target payout level at the index 55th percentile against the Nasdaq Composite. No compensation will be earned from this award unless one of the outsized revenue growth targets is achieved. |
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. 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. During the 1-year period following the exercise of any option or option-like award granted to the CEO, the CEO must retain 100% of the net shares acquired from the Company pursuant to such exercise (i.e., shares remaining after deducting shares used to cover any exercise price and any applicable tax liability). Includes shares owned outright (including shares held in “street name” and shares held in trust that are deemed to be beneficially owned for Section 16 reporting purposes), excludes stock options and unvested PRUs and RSUs. As of June 15, 2025, all continuing NEOs have reached ownership requirements or have remaining time to do so. | | 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. | 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 and holding the contingent value rights acquired in connection with Gen’s acquisition of MoneyLion are not prohibited by this policy. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. |
Key Compensation and Governance Policies
| Policy | Considerations | Material Features | | 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 and 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 | Permits 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 the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, or (ii) an executive officer violates certain company policies, including Gen’s Code of Conduct, Financial Code of Ethics or other Company policies. | | Stockholder Approval Policy for Severance Arrangements | Reflects the Compensation and Leadership Development 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 and Leadership Development 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. |
Compensation and Leadership Development Committee Decision Process
| • | Appropriate market positioning and competitiveness |
Compensation and Leadership Development Committee Decision Process
| • | In the case of equity awards, burn rate and dilution |
Role and Independence of Compensation Consultant
Role and Independence of Compensation Consultant The Compensation and Leadership Development Committee retains Compensia, Inc. (Compensia), a national compensation consulting firm, to serve as its independent compensation consultant to help the Compensation and Leadership Development Committee understand competitive compensation levels and incentive designs. Compensia was solely hired by, and reports directly to, the Compensation and Leadership Development Committee. At the Compensation and Leadership Development Committee’s discretion, Compensia:
Role and Independence of Compensation Consultant
| • | attends Compensation and Leadership Development Committee meetings; |
Role and Independence of Compensation Consultant
| • | assists the Compensation and Leadership Development Committee in determining peer companies and evaluating compensation proposals; |
Role and Independence of Compensation Consultant
| • | assists with the design of incentive compensation programs; and |
Role and Independence of Compensation Consultant
| • | conducts compensation-related research. |
Role and Independence of Compensation Consultant
In addition, at the Compensation and Leadership Development 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 and Leadership Development Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.
Competitive Market Assessments
Competitive Market Assessments Market competitiveness is one factor that the Compensation and Leadership Development Committee considers each year in determining or recommending an NEO’s overall compensation package, including pay mix. The Compensation and Leadership Development 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 and Leadership Development Committee considers data from these sources as a framework for making compensation decisions for each NEO’s position. The Compensation and Leadership Development 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 FY25, the Compensation and Leadership Development Committee reviewed our peer group for FY25 and made certain changes to our peer group for FY25, based on the following criteria:
Competitive Market Assessments
| • | Focus on software development, or software and engineering-driven companies (with a preference for software companies focusing on security) |
Competitive Market Assessments
| • | Are generally comparable in terms of size (~0.5x — 2.0x the company’s revenue and ~0.25x — 4.0x the company’s market cap) |
Competitive Market Assessments
| • | Are generally comparable in terms of complexity and global reach |
Competitive Market Assessments
| • | Compete with us for talent |
Competitive Market Assessments
Based on the above criteria, the Compensation and Leadership Development Committee, with input from Compensia, its independent compensation consultant, determined that it was appropriate to add Match Group and to remove Citrix Systems due to acquisition and eBay due to higher revenue and lack of business fit. As a result, the Compensation and Leadership Development Committee, with input from Compensia, selected the following companies as our FY25 peer group:
Competitive Market Assessments
| Autodesk, Inc. | Equifax Inc. | Okta* ; | | Akamai Technologies, Inc. | F5 Networks, Inc. | Palo Alto Networks, Inc. | | Check Point Software Technologies Ltd. | Fortinet, Inc. | SS&C Technologies Holdings, Inc. | | CrowdStrike Holdings, Inc. | GoDaddy Inc. | TransUnion | | DocuSign, Inc. | Juniper Networks, Inc. | Workday, Inc. | | Dropbox, Inc. | Match Group | Zoom Communications* | | Electronic Arts Inc. | NetApp, Inc. | |
Competitive Market Assessments
| * Added in April 2024. |
Competitive Market Assessments
Gen was at the 40th percentile for Revenue and 35th percentile for market capitalization when compared to the FY25 peer group.
Compensation Risk Assessment
| • | A balanced mix of cash and equity; as well as appropriately balanced fixed (base salary) and variable compensation (cash incentives and equity-based awards); |
Compensation Risk Assessment
| • | A mix of short-term and long-term incentives, with short-term incentives currently representing a significantly lower proportion of the total mix; |
Compensation Risk Assessment
| • | Cash and equity incentives solely based on achieving company performance objectives and subject to our “claw- back” right under certain circumstances; |
Compensation Risk Assessment
| • | Caps on annual cash incentive and PRU payouts; |
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 $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation and Leadership Development Committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives. Accounting considerations also play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. GAAP), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number, share amounts and the fair values of the equity awards that are granted each year.
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025
Summary Compensation Table for Fiscal 2025
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Vincent Pilette Chief Executive Officer | 2025 | 950,000 | — | 19,831,803 | 1,721,875 | 6,519 | 22,510,197 | | | 2024 | 950,000 | — | 13,386,893 | 1,009,375 | 16,559 | 15,362,827 | | | 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 | | Natalie M. Derse Chief Financial Officer | 2025 | 600,000 | — | 6,838,573 | 870,000 | 6,000 | 8,314,573 | | | 2024 | 586,538 | — | 4,697,160 | 510,000 | 6,404 | 5,800,102 | | | 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 | | Bryan S. Ko Chief Legal Officer, Secretary and Head of Corporate Affairs | 2025 | 530,000 | — | 5,470,831 | 614,800 | 11,000 | 6,626,631 | | | 2024 | 530,000 | — | 3,522,881 | 360,400 | 13,500 | 4,426,781 | | | 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 | | Ondrej Vlcek Former President | 2025 | 241,025 | — | — | — | — | 241,025 | | | 2024 | 759,121 | | 7,045,716 | 628,141 | | 8,432,978 | | | 2023 | 387,196 | | 17,507,192 | 297,154 | | 18,191,542 |
Summary Compensation Table for Fiscal 2025
| (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 metrics used for PRUs and RSUs, including the underlying assumptions for PRUs that contain a market condition, 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 FY25, see the table “Grants of Plan-Based Awards” below. |
Summary Compensation Table for Fiscal 2025
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. All PSU awards granted to Ondrej Vlcek in FY23 and FY24, including TSR and CAGR components, were forfeited as of June 13, 2024, following the executive’s departure.
Summary Compensation Table for Fiscal 2025
| Name | Maximum Outcome of Performance Conditions Fair Value for FY25 ($) | Market-Related Component Fair Value for FY25 ($) | Maximum Outcome of Performance Conditions Fair Value for FY24 ($) | Market-Related Component Fair Value for FY24 ($) | Maximum Outcome of Performance Conditions Fair Value for FY23 ($) | Market-Related Component Fair Value for FY23 ($) | | Vincent Pilette | 4,838,836 | 8,541,185 | 3,365,920 | 5,533,073 | 5,888,295 | 16,466,542 | | Natalie Derse | 1,668,569 | 2,945,245 | 1,181,026 | 1,941,432 | 1,810,358 | 1,535,222 | | Bryan Ko | 1,334,851 | 2,356,188 | 885,774 | 1,456,081 | 1,671,141 | 1,417,163 | | Ondrej Vlcek | — | — | 1,771,531 | 2,912,133 | 4,053,513 | 9,614,245 |
Summary Compensation Table for Fiscal 2025
| (2) For fiscal year 2025, represents the named executive officer’s annual bonus under the FY25 Executive Annual Incentive Plan, which was earned in fiscal year 2025 and paid in fiscal year 2026. |
Summary Compensation Table for Fiscal 2025
| (3) The FY25 amounts are comprised of the following: |
Summary Compensation Table for Fiscal 2025
| | Contribution Plans 401(k) ($) | Financial Planning Services ($) | Total ($) | | Vincent Pilette | 6,519 | — | 6,519 | | Natalie M. Derse | 6,000 | — | 6,000 | | Bryan S. Ko | 6,000 | 5,000 | 11,000 | | Ondrej Vlcek | — | — | — |
Summary Compensation Table for Fiscal 2025
The following table shows for FY25, certain information regarding grants of plan-based awards to our named executive officers from our incentive plans:
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | 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) | | | | Threshold (#) | Target ($) | Maximum ($) | Threshold ($) | Target (#) | Maximum (#) | | | | | | Vincent Pilette | | | | | | | | | | | | | EAIP | | — | 1,187,500 | 2,375,000 | — | — | — | — | — | — | — | | RSU | 5/10/24 | — | — | — | — | — | — | 275,012 | — | — | $6,451,782 | | PRU TSR | 5/10/24 | — | — | — | 103,130 | 206,259 | 412,518 | — | — | — | 8,541,185 | | PRU Bookings Growth and Operating Margin (BMG) | 5/10/24 | — | — | — | 51,565 | 206,259 | 412,518 | — | — | — | $4,838,836 | | Natalie M. Derse | | | | | | | | | | | | | EAIP | | — | 600,000 | 1,200,000 | — | — | — | — | — | — | — | | RSU | 5/10/24 | — | — | — | — | — | — | 94,832 | — | — | $2,224,759 | | PRU TSR | 5/10/24 | — | — | — | 35,562 | 71,124 | 142,248 | — | — | — | 2,945,245 | | PRU BMG | 5/10/24 | — | — | — | 17,781 | 71,124 | 142,248 | — | — | — | $1,668,569 | | Bryan S. Ko | | | | | | | | | | | | | EAIP | | — | 424,000 | 848,000 | — | — | — | — | — | — | — | | RSU | 5/10/24 | — | — | — | — | — | — | 75,865 | — | — | $1,779,793 | | PRU TSR | 5/10/24 | — | — | — | 28,450 | 56,899 | 113,798 | — | — | — | 2,356,188 | | PRU BMG | 5/10/24 | — | — | — | 14,225 | 56,899 | 113,798 | — | — | — | $1,334,851 | | Ondrej Vlcek(5) | | | | | | | | | | | |
Grants of Plan-Based Awards in Fiscal 2025
| (1) The amounts shown in the “EAIP” rows represent potential cash bonus eligible to be earned under the Executive Annual Incentive Plan for FY25. For more information, see “Compensation Discussion and Analysis — Executive Annual Incentive Plan.” |
Grants of Plan-Based Awards in Fiscal 2025
| (2) The amounts shown in the “PRU TSR” and “PRU BMG” rows represent the PRUs granted in fiscal 2025 under our Gen Digital Equity Incentive Plan 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, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY25 Performance-based Restricted Stock Units.” |
Grants of Plan-Based Awards in Fiscal 2025
| (3) The amounts shown in the “RSU” rows represent the service-based RSUs granted in fiscal 2025 under our Gen Digital Equity Incentive Plan. The RSUs become fully vested over three years, with 33%, 33% and 34% vesting on May 1, 2025, May 1, 2026, and May 1, 2027, respectively, subject to service through the applicable vesting date. For more information, see “Compensation Discussion and Analysis — Equity Incentive Awards — Annual Equity Incentive Awards — FY25 Restricted Stock Units.” |
Grants of Plan-Based Awards in Fiscal 2025
| (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. |
Grants of Plan-Based Awards in Fiscal 2025
| (5) Mr. Vlcek departed from his role as President on June 13, 2024 and ceased to participate in the EAIP and did not receive any PRU or RSU grants. |
Grants of Plan-Based Awards in Fiscal 2025
The following table shows for FY25, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | 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 | 05/10/2024 | — | — | — | — | — | 275,012(2) | 7,268,567 | — | — | | | 05/10/2024 | — | — | — | — | — | | | 412,518(3) | 10,902,851 | | | 05/10/2024 | — | — | — | — | — | | | 206,259(4) | 5,451,425 | | | 05/10/2023 | — | — | — | — | — | 174,414(5) | 4,609,762 | — | — | | | 05/10/2023 | — | — | — | — | — | | | 390,478(6) | 10,320,334 | | | 05/10/2023 | — | — | — | — | — | | | 195,239(7) | 5,160,167 | | | 07/08/2022 | — | — | — | — | — | | | 212,697(8) | 5,621,582 | | | 07/08/2022 | — | — | — | — | — | 57,853(9) | 1,529,055 | — | — | | Natalie M. Derse | 05/10/2024 | — | — | — | — | — | 94,832(2) | 2,506,410 | — | — | | | 05/10/2024 | — | — | — | — | — | | | 142,248(3) | 3,759,615 | | | 05/10/2024 | — | — | — | — | — | | | 71,124(4) | 1,879,807 | | | 05/10/2023 | — | — | — | — | — | 61,198(5) | 1,617,463 | — | — | | | 05/10/2023 | — | — | — | — | — | | | 137,010(6) | 3,621,174 | | | 05/10/2023 | — | — | — | — | — | | | 68,505(7) | 1,810,587 | | | 12/10/2021 | — | — | — | — | — | | | 104,626(8) | 2,765,265 | | | 05/10/2022 | — | — | — | — | — | 16,741(9) | 442,465 | — | — | | Bryan S. Ko | 05/10/2024 | — | — | — | — | — | 75,865(2) | 2,005,112 | — | — | | | 05/10/2024 | — | — | — | — | — | | | 113,798(3) | 3,007,681 | | | 05/10/2024 | — | — | — | — | — | | | 56,899(4) | 1,503,841 | | | 05/10/2023 | — | — | — | — | — | 45,898(5) | 1,213,084 | — | — | | | 05/10/2023 | — | — | — | — | — | | | 102,758(6) | 2,715,894 | | | 05/10/2023 | — | — | — | — | — | | | 51,379(7) | 1,357,947 | | | 12/10/2021 | — | — | — | — | — | | | 104,626(8) | 2,765,265 | | | 05/10/2022 | — | — | — | — | — | 15,454(9) | 408,449 | — | — | | Ondrej Vlcek(12) | 05/10/2023 | — | — | — | — | — | 45,213(10) | 1,194,980 | — | — | | | 11/10/2022 | — | — | — | — | — | 139,808(11) | 3,695,125 | — | — |
Outstanding Equity Awards at Fiscal Year End 2025
| (1) The market value is calculated based on $26.43 per share, the fair value of our common stock on March 28, 2025. |
Outstanding Equity Awards at Fiscal Year End 2025
| (2) These RSUs granted in fiscal 2025 vest over three years, with 33%, 33% and 34% vesting on May 1, 2025, May 1, 2026, and May 1, 2027, respectively, subject to service through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End 2025
| (3) These PRUs granted in fiscal 2025 (have a three-year performance period from April 1, 2024 to April 2, 2027, and will vest based on achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY27. As of March 28, 2025, the aggregate achievement of the performance metrics was trending above the target payout level and, as a result, pursuant to SEC rules, 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. |
Outstanding Equity Awards at Fiscal Year End 2025
| (4) These PRUs granted in fiscal 2025 vest after the completion of a three-year period from April 1, 2024 to April 2, 2027, and will vest based on achievement of certain average bookings growth and non-GAAP operating margin performance, subject to service through the last day |
Outstanding Equity Awards at Fiscal Year End 2025
of FY27. As of March 28, 2025, the aggregate achievement of the performance metrics was trending between threshold and the target payout level and, as a result, pursuant to SEC rules, 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.
Outstanding Equity Awards at Fiscal Year End 2025
| (5) These RSUs granted in fiscal 2024 vest over three years, with 33%, 33%, and 34% to vest on May 1, 2024, May 1, 2025, and May 1, 2026, respectively. |
Outstanding Equity Awards at Fiscal Year End 2025
| (6) These PRUs granted in fiscal 2024 have a three-year performance period from April 2, 2023 to April 3, 2026, and will vest based on achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY26. As of March 28, 2025, pursuant to SEC rules, 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. |
Outstanding Equity Awards at Fiscal Year End 2025
| (7) These PRUs granted in fiscal 2024 vest after the completion of a three-year period from April 2, 2023 to April 3, 2026, and will vest based on achievement of certain average bookings growth and non-GAAP operating margin performance measured over a two-year period from FY25-FY26, subject to service through the last day of FY26. As of March 28, 2025, pursuant to SEC rules, the aggregate achievement of the performance metrics was trending between threshold and 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. |
Outstanding Equity Awards at Fiscal Year End 2025
| (8) These PRUs granted in fiscal years 2022 and 2023 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 28, 2025, the aggregate achievement of the performance metrics was tracking at below the threshold level and, as a result, the pursuant to SEC rules, 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. |
Outstanding Equity Awards at Fiscal Year End 2025
| (9) 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. |
Outstanding Equity Awards at Fiscal Year End 2025
| (10) Ondrej Vlcek departed as President on June 13, 2024, and pursuant to his Transition Agreement, these RSUs would continue to vest until June 13, 2025, subject to his continuing to providing consulting services and serve on the Board. |
Outstanding Equity Awards at Fiscal Year End 2025
| (11) Ondrej Vlcek departed from the Gen Digital as a President on June 13, 2024, and pursuant to his Transition Agreement, these RSU awards would continue to vest, subject to his continuing to providing consulting services and serve on the Board. |
Outstanding Equity Awards at Fiscal Year End 2025
| (12) Ondrej Vlcek departed from the Gen Digital as a President on June 13, 2024, and pursuant to his Transition Agreement, all his outstanding PSUs, including his VCP PRUs were forfeited on that day. |
Outstanding Equity Awards at Fiscal Year End 2025
The following table shows for FY25, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | 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) ($) | | Vincent Pilette | — | — | 681,105 | 16,689,165 | | Natalie M. Derse | — | — | 203,492 | 4,957,087 | | Bryan S. Ko | — | — | 184,057 | 4,500,347 | | Ondrej Vlcek | — | — | 88,128 | 2,068,858 |
Option Exercises and Stock Vested in Fiscal 2025
| (1) The number of shares and value realized for stock awards set forth above reflect (i) RSUs that vested and settled in FY25, and (ii) PRUs that vested at the end of the performance period in FY25 but were settled in FY26. |
Option Exercises and Stock Vested in Fiscal 2025
| (2) The value realized upon vesting is based on (i) the fair value of our common stock upon vesting for RSUs, and (ii) the fair value of our common stock on March 28, 2025 (the last trading day of FY25) for PRUs. |
Option Exercises and Stock Vested in Fiscal 2025
The table below provides information on the non-qualified deferred compensation of the named executive officers for the fiscal year ended March 28, 2025.
Non-Qualified Deferred Compensation in Fiscal 2025
Non-Qualified Deferred Compensation in Fiscal 2025
Non-Qualified Deferred Compensation in Fiscal 2025
| | Non-Qualified Deferred Compensation | | | | | | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions (#) | Aggregate Balance at Last Fiscal Year-End ($) | | Vincent Pilette | — | — | — | — | — | | Natalie M. Derse | — | — | — | — | — | | Bryan S. Ko | — | — | 48,414 | — | 720,818 | | Ondrej Vlcek | — | — | — | — | — |
Non-Qualified Deferred Compensation in Fiscal 2025
| (1) The amount reflected includes FY25 salary contributions which is reported as “Salary” in the “Summary Compensation Table” for FY25. |
Non-Qualified Deferred Compensation in Fiscal 2025
| (2) The amount reflected are not included in the Summary Compensation Table for FY25. These amounts consist of dividends, interest and change in market value attributed to each executive officer’s entire account balance during FY25 which balance may include deferred compensation from previous periods. The amounts do not include the deferred compensation themselves. |
Non-Qualified Deferred Compensation in Fiscal 2025
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. Deferrals in the Deferred Compensation Plan will continue to be maintained on behalf of each participant. 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 provided 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. Participants had the opportunity to elect each year prior to the beginning of a calendar 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.
Potential Payments Upon
Potential Payments Upon
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 28, 2025, we employed 3,517 employees globally, with approximately 28% based in the United States and 72% based outside of the United States. Pay Ratio:
CEO Pay Ratio
| • | Mr. Pilette’s FY25 annual total compensation was $22,503,678, which was calculated in the same manner as the amounts reported in the “Total” column of the “2025 Summary Compensation Table” in this proxy statement. |
CEO Pay Ratio
| • | The FY25 annual total compensation of our median employee (other than our CEO) was $81,460. |
CEO Pay Ratio
| • | 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 276 to 1. |
CEO Pay Ratio
Identification of the Median Employee: For purposes of identifying our median employee, we used our global employee population as of March 28, 2025, 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 28, 2025, and the grant date fair value of all equity awards granted during FY25, 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 FY25 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 and Leadership Development Committee evaluates compensation decisions.
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) | | 2025 | $22,510,196 | $33,544,036 | $7,591,115 | $4,928,382 | $161 | $310 | $643 | 4% | | 2024 | $15,362,827 | $29,300,356 | $6,219,954 | $11,536,695 | $134 | $293 | $607 | 14% | | 2023 | $25,291,365 | $5,686,393 | $9,006,551 | $(105,381) | $100 | $201 | $1,334 | 19% | | 2022 | $13,517,505 | $20,734,811 | $12,126,077 | $18,159,360 | $154 | $210 | $836 | 10% | | 2021 | $13,829,574 | $24,198,283 | $4,001,474 | $5,238,020 | $120 | $177 | $554 | 11% |
CEO Pay Ratio
| (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2021, 2022, 2023, 2024 and 2025. |
CEO Pay Ratio
| | PEO | Non-PEO NEOs | | 2025 | Vincent Pilette | Natalie Derse and Bryan Ko | | 2024 | Vincent Pilette | Ondrej Vlcek, Natalie Derse, and Bryan Ko | | 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 |
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). |
CEO Pay Ratio
| (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: |
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 | | 2025 | $22,510,196 | N/A | N/A | $(19,831,802) | $22,927,750 | $2,162,792 | — | $4,934,262 | — | $840,838 | $33,544,036 | | 2024 | $15,362,827 | N/A | N/A | $(13,386,893) | $17,963,298 | $4,235,771 | — | $4,261,074 | — | $864,279 | $29,300,356 | | 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 |
CEO Pay Ratio
| (4) 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. |
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 | | 2025 | $7,591,115 | N/A | N/A | $(6,154,702) | $7,115,515 | $923,819 | $— | $1,409,980 | $(6,246,581) | $289,237 | $4,928,382 | | 2024 | $6,219,954 | N/A | N/A | $(5,088,586) | $6,828,155 | $2,218,641 | $— | $1,122,822 | $ — | $235,709 | $11,536,695 | | 2023 | $9,006,551 | N/A | N/A | $(8,173,767) | $5,095,792 | $(5,796,603) | $— | $(517,328) | $ — | $279,974 | $(105,381) | | 2022 | $12,126,077 | N/A | N/A | $(11,197,900) | $13,885,671 | $1,213,977 | $— | $1,000,832 | $ — | $1,130,703 | $18,159,360 | | 2021 | $4,001,474 | N/A | N/A | $(2,908,394) | $1,991,444 | $(9,777) | $— | 18,076 | $ — | $2,145,197 | $5,238,020 |
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, 2021, 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 28, 2025. |
CEO Pay Ratio
| (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 2025, 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. |
CEO Pay Ratio
| (7) On June 13, 2024, Ondrej Vlcek departed from the Company as President. As a result: |
CEO Pay Ratio
His PRU awards that were granted on October 10, 2022, and May 10, 2023, were fully cancelled upon departure and are not included in “Compensation Actually Paid to Non-PEO NEOs.” His RSU awards that were granted on October 10, 2022, and May 10, 2023 were partially cancelled. The first and second tranches of these RSU awards, which vested before his departure, are included in the “Compensation Actually Paid to Non-PEO NEOs” for prior fiscal years, while the third tranches of these RSU awards, which were unvested at the time of his departure were cancelled and excluded from “Compensation Actually Paid to Non-PEO NEOs.”
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: