DEF 14A of Gen Digital Inc., Jul 28, 2026

DEF 14A of Gen Digital Inc.

Filed Jul 28, 2026 · FY20260001140361-26-029830

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | Age As of the Record Date | Director Since | Independent | Diversity | Committee Memberships* | | | Other Public Boards** | | | | | | | AC | CC | NGC | | | Susan P. Barsamian*** Director | 67 | 2019 | | WD | | | C | 2 | | Pavel Baudis Director | 66 | 2022 | | | | | | 0 | | Eric K. Brandt Director | 64 | 2020 | | | C | | | 3 | | John C. Chrystal Director | 68 | 2025 | | | | | | 1 | | Nora M. Denzel Director | 63 | 2019 | | W | | C | | 2 | | Emily Heath COO of Glow | 52 | 2021 | | WD | | | | 0 | | Vincent Pilette*** Chief Executive Officer and President | 54 | 2019 | | | | | | 0 | | Sherrese M. Smith Global Managing Partner, Paul Hastings | 54 | 2021 | | WD | | | | 1 | | Ondrej Vlcek CEO/Founder, Aisle | 49 | 2022 | | | | | | 0 |

  3. 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 current Board and committee composition. 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. | |

  4. 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 Secretary no later than June 11, 2027 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

  5. Stockholder Director Nominee Submission Procedures

    | • | the full name and address of the candidate; |

  6. Stockholder Director Nominee Submission Procedures

    | • | the number of shares of Gen common stock beneficially owned by the candidate; |

  7. 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 |

  8. 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. |

  9. 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 2027 Annual Meeting.”

  10. 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.

  11. 60 E. Rio Salado Parkway, Suite 1000

    60 E. Rio Salado Parkway, Suite 1000

  12. Tempe, Arizona 85281

    Tempe, Arizona 85281

  13. Attn: Secretary

    Attn: Secretary Our 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, 2026: 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. 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.

  14. Nominees for Director

    Nominees for Director The names of each nominee for director, their ages as of July 14, 2026, and other information about each nominee is shown below.

  15. Nominees for Director

    | Name | Age | Principal Occupation | Independent | Director Since | | Susan P. Barsamian | 67 | Director | Yes | 2019 | | Pavel Baudis | 66 | Director | Yes | 2022 | | Eric K. Brandt | 64 | Director | Yes | 2020 | | John C. Chrystal | 68 | Director | Yes | 2025 | | Nora M. Denzel | 63 | Director | Yes | 2019 | | Emily Heath | 52 | COO of Glow | Yes | 2021 | | Vincent Pilette | 54 | CEO and President | No | 2019 | | Sherrese M. Smith | 54 | Global Managing Partner, Paul Hastings | Yes | 2021 | | Ondrej Vlcek | 49 | CEO/Founder of Aisle | No | 2022 |

  16. Nominees for Director

    | Susan P. Barsamian | Director Age: 67 | | 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, a multinational information technology company, 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, a software company, Senior Vice President Marketing for Critical Path, a message services company, and held various leadership roles at Verity, a warehouse intelligence platform, 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. |

  17. Nominees for Director

    | Pavel Baudis | Director Age: 66 | | 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, a cybersecurity software that we acquired in 2022, 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. |

  18. Nominees for Director

    | Eric K. Brandt | Director Age: 64 | | 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: • Dentsply Sirona Inc. • The Macerich Company | Eric K. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 until February 2016, and he served as its Senior Vice President and Chief Financial Officer from March 2007 until February 2010. From September 2005 until March 2007, Mr. Brandt served as CEO and President and member of the Board of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately-held global business consulting firm, most recently serving as Vice President and Partner. Mr. Brandt 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. Within the last five years, Mr. Brandt formerly served as a public company director on the following boards: Dentsply Sirona Inc., a dental products company, and The Macerich Company, a real estate investment trust. 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. |

  19. Nominees for Director

    | John C. Chrystal | Director Age: 68 | | 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. |

  20. Nominees for Director

    | Nora M. Denzel | Director Age: 63 | | 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 technology 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. |

  21. Nominees for Director

    | Emily Heath | Director Age: 52 | | 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 the COO of Glow, a private AI-powered endpoint security company, since October 2025. Previously, she served as a Partner of Cyberstarts, a venture capital firm, from February 2023 until October 2025. 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. She previously served on the boards of Wiz, a private cloud security company that was acquired by Google, 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. |

  22. Nominees for Director

    | Vincent Pilette | CEO & Chair Age: 54 | | 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. Mr. Pilette was subsequently named President of Gen in 2024 and Chair of the Board in 2025. 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, the formation of Gen and Gen’s acquisition of MoneyLion to expand into the secure financial wellness space. 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. |

  23. Nominees for Director

    | Sherrese M. Smith | Director Global Managing Partner, Paul Hastings LLC Age: 54 | | 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 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. |

  24. Nominees for Director

    | Ondrej Vlček | Director Age: 49 | | 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 and currently serves as the CEO/Founder of AISLE, a private enterprise cybersecurity company since 2025. 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. |

  25. Director Compensation

    Director Compensation Director Compensation Highlights

  26. Director Compensation

    | • | Fees for committee service and service on the Board |

  27. Director Compensation

    | • | Emphasis on equity in the overall compensation mix |

  28. Director Compensation

    | • | Full-value equity grants with time-based vesting |

  29. Director Compensation

    | • | No performance-based equity awards or perquisites |

  30. Director Compensation

    | • | Robust stock ownership guideline |

  31. Director Compensation

    | • | Stockholder approved annual limit on non-employee director compensation |

  32. Director Compensation

    | • | Policies prohibiting hedging and pledging by our directors |

  33. 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 FY26.

  34. Director Compensation

    | 2026 Annual Retainers: | | | Non-Employee Director Retainer | $50,000 | | Independent Chair | $100,000 | | Lead Independent Director | $50,000 | | Audit Committee Chair | $15,000 | | Compensation and Leadership Development Committee Chair | $15,000 | | Nominating and Governance Committee Chair | $12,500 | | Audit Committee Membership | $15,000 | | Compensation and Leadership Development Committee Membership | $10,000 | | Nominating and Governance Committee Membership | $7,500 |

  35. Director Compensation

    Committee chairs receive both the applicable committee membership retainer and an additional committee chair retainer. In July 2025, Mr. Dangeard resigned as Chair of the Board due to personal health reasons and a new Lead Independent Director role was established. Ms. Barsamian, as Lead Independent Director, received an annual fee of $100,000, prorated for the period from July through September 2025, which was subsequently adjusted to an annual rate of $50,000 beginning in September 2025. In June 2025, the Technology and Cybersecurity Committee was dissolved, and fees for former committee members were reduced on a prorated basis for the remainder of the period through September 2025. Also beginning in July 2025, additional prorated fees were paid in connection with:

  36. Director Compensation

    | • | the appointment of a new Compensation and Leadership Development Committee chair; and |

  37. Director Compensation

    | • | new committee memberships on the Audit Committee, Compensation and Leadership Development Committee, and Nominating and Governance Committee, with fees prorated through September 2025. |

  38. Director Compensation

    Fees were correspondingly reduced on a prorated basis for directors who ceased serving on the Audit Committee. 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. Beginning in September 2026, the fair market value on the grant date of the annual RSU awards will be increased from $260,000 to $270,000. This change was made by the Board after considering market data, and the desire to attract and fairly compensate highly qualified directors and align their interests with 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:

  39. 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; |

  40. 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) and any unvested equity award shares (provided such awards are time based and not stock options) count toward the holding minimum; |

  41. Director Compensation

    | • | Unexercised stock options (whether vested or untested) will not count toward the holding minimum; |

  42. Director Compensation

    | • | New directors will have five years to reach the minimum holding level; and |

  43. Director Compensation

    | • | Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants. |

  44. 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 40 of this proxy statement. As of June 15, 2026, all our directors had either met their stock ownership requirement or had remaining time to do so.

  45. Fiscal 2026 Director Compensation

    Fiscal 2026 Director Compensation The following table provides information for FY26 compensation for all of our non-employee directors:

  46. Fiscal 2026 Director Compensation

    | | Fees Earned or Paid in Cash ($)(1)(2)(3) | Stock Awards ($)(3)(4)(5) | Total ($) | | Susan P. Barsamian | 120,826 | 259,984 | 380,810 | | Pavel Baudis | 51,266 | 259,984 | 311,250 | | Eric K. Brandt | 84,858 | 259,984 | 344,842 | | John C. Chrystal(6) | 75,847 | 344,026 | 419,873 | | Frank E. Dangeard(7) | 61,264 | 42,561 | 103,825 | | Nora M. Denzel | 76,575 | 259,984 | 336,559 | | Peter A. Feld(8) | 6,792 | — | 6,792 | | Emily Heath | 75,222 | 259,984 | 335,206 | | Sherrese M. Smith | 58,763 | 259,984 | 318,747 | | Ondrej Vlcek(9) | 49,998 | 259,984 | 309,982 |

  47. Fiscal 2026 Director Compensation

    | (1) Non-employee director fees are earned and paid in equal quarterly installments on December 1, March 1, June 1 and September 1, subject to continued service through each date. The amounts reported in this column reflect fees earned for such quarterly periods during fiscal year 2026. |

  48. Fiscal 2026 Director Compensation

    | (2) Includes the annual non-employee director retainer of $50,000. Directors may elect to receive the annual retainer in the form of a stock award in lieu of cash. On September 9, 2025, Mr. Chrystal, Ms. Smith and Mr. Vlcek each elected to receive the annual retainer in the form of 1,696 RSUs, with a grant date fair value of $29.47 per share and an aggregate grant date fair value of $49,981. The annual retainer, whether paid in cash or stock, vests in four equal installments on December 1, 2025, March 1, 2026, June 1, 2026 and September 1, 2026. |

  49. Fiscal 2026 Director Compensation

    | (3) All stock-based compensation disclosed in this table, including annual equity awards and any portion of the annual retainer elected to be paid in stock, is presented based on the grant date fair value of such awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |

  50. Fiscal 2026 Director Compensation

    | (4) Represents the annual equity award granted on September 9, 2025, consisting of 8,822 RSUs, with a grant date fair value of $29.47 per share and an aggregate grant date fair value of $259,984. The award vests in full on the earlier of September 9, 2026 or the date of the Company’s 2026 annual meeting of stockholders. |

  51. Fiscal 2026 Director Compensation

    | (5) The following table shows the number of RSUs outstanding and unvested as of April 3, 2026: |

  52. Fiscal 2026 Director Compensation

    | | Number of RSUs Outstanding and Unvested (#) | | Susan P. Barsamian | 8,822 | | Pavel Baudis | 8,822 | | Eric K. Brandt | 8,822 | | John C. Chrystal | 9,670 | | Nora M. Denzel | 8,822 | | Emily Heath | 8,822 | | Sherrese M. Smith | 9,670 | | Ondrej Vlcek | 9,670 |

  53. Fiscal 2026 Director Compensation

    | (6) Mr. Chrystal joined the Board on May 15, 2025. In addition to the annual retainer and annual equity award described in footnotes (2) and (4), respectively, Mr. Chrystal received a prorated portion of the annual non-employee director retainer of $16,164, payable in two equal installments on June 1, 2025 and September 1, 2025, and a prorated equity award of 2,901 RSUs granted on May 15, 2025, with a grant date fair value of $28.97 per share and an aggregate grant date fair value of $84,055, which vests in full on the earlier of September 9, 2026 or the date of the Company’s 2026 annual meeting of stockholders, in accordance with the terms of the Company’s Non-employee Director Compensation Policy. |

  54. Fiscal 2026 Director Compensation

    | (7) On July 17, 2026, in connection with Mr. Dangeard's resignation from the Board, the Compensation and Leadership Development Committee approved an amendment to the vesting terms of a restricted stock unit award previously granted to Mr. Dangeard, providing for accelerated vesting upon his retirement from the Board. In accordance with FASB ASC Topic 718, the modification resulted in incremental fair value of $42,561, which is included in the amount reported in the Stock Awards column. The aggregate grant date fair value of the original award was $260,000. His outstanding cash fees continued to vest according to Board approved terms. |

  55. Fiscal 2026 Director Compensation

    | (8) Mr. Feld resigned from the Board on May 16, 2025 and forfeited all unearned retainer and committee fees upon his resignation, in accordance with the terms of the Company’s Non-employee Director Compensation Policy. |

  56. Fiscal 2026 Director Compensation

    | (9) Mr. Vlcek, following his prior service as an executive officer, began receiving non-employee director compensation after his election to the Board on September 9, 2025. |

  57. Gen’s Transformational Progress and Aligned Compensation Programs

    Gen’s Transformational Progress and Aligned Compensation Programs Gen’s long-term strategy, first shared at our 2021 Investor Day, is a two-pronged approach: (1) build the best consumer cyber safety platform, and (2) deliver trust-based solutions on top of it. Our long-term compensation and retention framework is aligned to this strategy of value creation. Following the acquisition of Avast, the Compensation and Leadership Development Committee established the first Value Creation Program (VCP I) to incentivize the leadership team to deliver on the first prong of the strategy: building the best consumer cyber safety platform. Despite strong operational success in building our cyber safety platform, such as delivering cost synergies (Cyber Safety now runs at a 60%+ operating margin), revenue synergies (sustained mid-single-digit growth), and customer growth (nearly 70M paid customers), VCP I concluded in March 2026 at 0% payout, as it did not meet share price appreciation targets, which were set in 2022. With the acquisition of MoneyLion and the creation of a two-segment structure, Gen has entered the second phase of its strategy: developing trust-based solutions on top of consumer cyber safety, which is critical in fulfilling the Company’s growth strategy to strengthen and diversify its business to create and sustain shareholder value. Consistent with our long-term incentive structure, the Compensation and Leadership Development Committee has adopted a new Value Creation Plan (VCP II) with a performance period covering fiscal years 2026 through 2030, with the objective of accelerating growth and doubling the revenue of the business from FY25 (through aggressive revenue targets including an $8B maximum target) as well as driving shareholder value creation through a relative TSR (rTSR) modifier. We believe VCP II will create a direct incentivization mechanism for those executives with the greatest responsibility for driving performance against these targets and strongly aligns executives’ pay outcomes with their ability to create sustained and substantial stockholder value.

  58. 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. |

  59. FY26 Performance Highlights and Pay for Performance Alignment

    | Component(1) | Metric | Executive Officer Payout | | FY26 Executive Annual Incentive Plan (EAIP) | 100% based on FY26 bookings growth | 135%(3) | | | FY26 non-GAAP operating income threshold goal, which must be achieved prior to any payout | Met | | | Responsible business modifier (applied after determining payout based on FY26 bookings growth metric) | Not Applied | | FY26 Performance-based Restricted Stock Units | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | NA | | | 50% based on average revenue growth | NA | | FY24 Performance-based Restricted Stock Units(2) | 50% based on 3-year TSR relative to the Nasdaq Composite Index | 156% | | | 50% based on average bookings growth and average non-GAAP operating margin >50% | 200% | | VCP II Equity Incentive Award | 100% based on revenue growth with relative TSR modifier | NA | | VCP I Equity Incentive Award | 100% based on stock price hurdles with TSR gate | 0% |

  60. 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 2x 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. |

  61. 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. |

  62. Compensation Components

    | FY26 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 51 | | Executive Annual Incentive Plan | Cash | Annual | 100% based on Bookings growth with FY26 non-GAAP operating income threshold goal, which must be achieved prior to any payout. Final payout subject to a responsible business modifier -/+10%. | Page 51 | | Annual Equity Incentive Awards | Performance-based Restricted Stock Unit (PRUs) | Cliff vests at the end of a three-year performance period | 50% of PRUs vest in full at end of FY28 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 FY28 based on average Revenue growth over a multi-year period. | | | | Restricted Stock Unit (RSUs) | Vests annually over three years | Service and time-based vesting. | Page 55 | | VCP II Equity Award | Performance-based Restricted Stock Unit (PRUs) | Vests at the end of FY30 (April 2030) | 100% Revenue growth with rTSR modifier | Page 55 |

  63. CEO Compensation and Performance Alignment

    | * “Target Pay” is the sum of (a) our CEO’s salary rate for FY26, (b) his FY26 target annual cash incentive award opportunity, and (c) the target grant value of his long-term incentive compensation awards granted in FY26. |

  64. CEO Compensation and Performance Alignment

    | ** “Realizable Pay” is the sum of (a) our CEO’s salary earned for FY26, (b) his annual incentive award earned for FY26, (c) the value of his RSUs granted in FY26, are valued based on our closing stock price on April 2, 2026, the last trading day of FY26, multiplied by the number of RSUs granted, and (d) the value of PRUs granted in FY26 are valued based on the number of shares that would have been earned based on actual results through April 2, 2026, multiplied by our closing stock price on April 2, 2026. The performance period for VCP II grants runs from the beginning of FY27 through the end of FY30. |

  65. FY26 Target Total Direct Compensation

    FY26 Target Total Direct Compensation As shown below, the vast majority of our NEOs’ target total direct compensation is either variable or “at risk” based on our financial and operating results, individual performance, and our stock price. The at-risk elements of our FY26 program include (i) our annual cash incentive Plan, (ii) our annual equity incentive awards, through which PRUs and time-based RSUs were granted as long-term incentive awards, and (iii) the VCP II equity incentive awards.

  66. FY26 Target Total Direct Compensation

    | * EAIP is reflected at target and does not reflect the actual payout. PRUs and RSUs are reflected at their grant date fair value. |

  67. Annual Cash Incentive Award

    Annual Cash Incentive Award

  68. 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. | | | 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 FY26 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. |

  69. Annual Equity Incentive Awards

    Annual Equity Incentive Awards

  70. 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 and internal pay equity. | | Award Design Consideration | NEOs should be incentivized to drive long-term financial performance, including stock 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 reflects 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 FY28 based on achievement of 3-year relative TSR versus the Nasdaq Composite Index. | | | 50% of PRUs vest in full at end of FY28 based on average revenue growth over a three-year period (FY26 to FY28). | | | RSUs are time-based and vest annually over three years: (33%/33%/34%). |

  71. VCP II Equity Incentive Awards

    VCP II Equity Incentive Awards

  72. VCP II Equity Incentive Awards

    | Philosophy | 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. | | | Drive sustained and substantial stockholder value creation, as well as alignment of executive and stockholder interests, through 100% performance-based long-term equity incentive awards with an extended four-year performance period | | | 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. The VCP II PRUs are not eligible for retirement vesting. | | | 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, 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 the target value on the date of grant of 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 goals is achieved. The maximum payout for this award is 600% of target if achievement of both Revenue and the relative TSR (“rTSR”) modifier are realized. |

  73. Executive Annual Incentive Plan (EAIP)

    Executive Annual Incentive Plan (EAIP) The following table presents each NEO’s target incentive for FY26 under the FY26 Executive Annual Incentive Plan (the FY26 EAIP) expressed as a percentage of base salary. Each NEO received an increase in their target incentive opportunity in FY26 as compared to FY25 based on their individual performance, company performance and market competitiveness and internal equity considerations.

  74. Executive Annual Incentive Plan (EAIP)

    | Named Executive Officer | FY25 Individual Incentive Target (%) | FY25 Target ($) | FY26 Individual Incentive Target (%) | FY26 Target ($) | Individual Incentive Target % Increase | | Vincent Pilette | 125 | 1,187,500 | 150 | $1,500,000 | 20% | | Natalie Derse | 100 | 600,000 | 100 | $650,000 | 0% | | Bryan Ko | 80 | 424,000 | 100 | $600,000 | 25% |

  75. Executive Annual Incentive Plan (EAIP)

    The actual payout amount for each NEO under the FY26 EAIP was determined using the same formula as in FY25.

  76. 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 FY26 EAIP to create strong alignment between company performance and NEO annual incentive payouts.

  77. Executive Annual Incentive Plan — Company Performance Metrics

    | Measure | Definition | Purpose | | 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. | | 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. |

  78. Executive Annual Incentive Plan — Company Performance Metrics

    If the FY26 non-GAAP operating income threshold goal of obtaining FY25 operating income was achieved, any payout under the FY26 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 FY26 EAIP was limited to 200% regardless of the responsible business modifier.

  79. Executive Annual Incentive Plan — Company Performance Metrics

    | | Bookings Percent of Plan(1) | Funding (%) | | Threshold | 95% | 25% | | Target | 100% | 100% | | Max | 103% | 200% |

  80. 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. |

  81. Executive Annual Incentive Plan — Company Results

    Executive Annual Incentive Plan — Company Results For FY26, the Compensation and Leadership Development Committee certified that FY26 bookings were 156% of target and that the non-GAAP operating income threshold goal was achieved with $2,543 million in non-GAAP operating income. The Compensation and Leadership Development Committee reduced the payout from 156% to 135% to account for differences between original plan assumptions and MoneyLion post-close realities, including the pace of membership and revenue synergies and stronger market growth than was assumed when the original plan was constructed. The following graph shows the threshold, target, and maximum payouts under the FY26 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, and each NEO’s contributions toward such goals. The responsible business modifier was not applied to any NEO’s bonus in FY26 and consequently had no bearing on the payout.

  82. Executive Annual Incentive Plan — FY26 Payout Results

    Executive Annual Incentive Plan — FY26 Payout Results

  83. Executive Annual Incentive Plan — FY26 Payout Results

    | NEO | Base Salary ($) | Annual Incentive Target (%) | Company Performance Funding Achievement (%) | Responsible Business Modifier (%)(+/-) | Individual Payout Amount ($) | | Vincent Pilette | 1,000,000 | 150 | 135 | 0 | $2,025,000 | | Natalie Derse | 650,000 | 100 | 135 | 0 | $877,500 | | Bryan Ko | 600,000 | 100 | 135 | 0 | $810,000 |

  84. Equity Incentive Awards

    Equity Incentive Awards

  85. 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 stock 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 following table presents the grant date target value of each NEO’s total target annual equity incentive award for FY26. Each NEO received an increase in the grant date target value of their total target annual equity incentive in FY26 as compared to FY25 based on the considerations described above.

  86. Annual Equity Incentive Awards — Overview

    | Named Executive Officer | FY25 Grant Target Value ($) | FY26 Grant Target Value ($) | % Increase | | Vincent Pilette | $14,500,000 | $21,000,000 | 45% | | Natalie Derse | $5,000,000 | $5,750,000 | 14% | | Bryan Ko | $4,000,000 | $5,500,000 | 38% |

  87. Annual Equity Incentive Awards — Overview

    The Board and the Compensation and Leadership Development Committee believed that for the FY26 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 grant date target value of their target annual equity incentive award in the form of PRUs and 40% in the form of RSUs. This mix is a common practice among the external market and our FY26 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.

  88. Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units

    Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units In FY26, each of our NEOs received a grant of FY26 PRUs, which vest based on the achievement of two equally weighted metrics:

  89. Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units

    | • | Three-year relative TSR measured against the Nasdaq Composite Index; and |

  90. Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units

    | • | Three-year Average Revenue Growth Percentage ending March 31, 2028. |

  91. Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units

    In FY26, we maintained the relative TSR metric and replaced the bookings growth and non-GAAP operating margin goal with a three year revenue growth goal measured at the end of fiscal year 2028 (FY28). This change was made to help refocus and drive our executives to deliver on increasing long-term revenue growth, rather than bookings and operating margin, which are already accounted for in our short-term incentive plan. We believe that increasing long-term revenue growth is critical to delivering long-term stockholder returns. The Board and the Compensation and Leadership Development Committee retained the relative TSR component of our PRU design as they believe that TSR promotes stockholder alignment and creates an unambiguous link between the compensation of our NEOs and 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 continue to believe that the use of the Nasdaq Composite Index is 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 table and charts below provide more information regarding our FY26 PRU design:

  92. Annual Equity Incentive Awards — FY26 Performance-based Restricted Stock Units

    | Metric | Measurement Period | Metric Objective (50% of Target) | Vesting Conditions | | 3-year relative TSR vs. Nasdaq Composite Index | FY26-FY28 | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | Earned portion vests at end of FY28. | | 3-year Revenue Growth | Average over FY26-FY28 | Measures average revenue growth as measured over a multiple year period to drive topline growth. | Earned portion vests at end of FY28. |

  93. Annual Equity Incentive Awards - FY26 Restricted Stock Units

    Annual Equity Incentive Awards - FY26 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. 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. The following table summarizes the number of RSU awards granted to our NEOs in FY26, their target grant value and equivalent accounting value, and their vesting criteria.

  94. Annual Equity Incentive Awards - FY26 Restricted Stock Units

    | NEO | Target RSUs (# of RSUs) | Target Grant Value ($) | Accounting Value ($) | Vesting Criteria(1) | | Vincent Pilette | 338,696 | $8,400,000 | $9,757,832 | 33%/33%/34% | | Natalie Derse | 92,738 | $2,296,000 | $2,671,782 | 33%/33%/34% | | Bryan Ko | 88,706 | $2,200,000 | $2,555,620 | 33%/33%/34% |

  95. Annual Equity Incentive Awards - FY26 Restricted Stock Units

    | (1) RSUs vest on each of May 1, 2026, May 1, 2027, and May 1, 2028, subject to service through the applicable vesting date. |

  96. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30) Background, Philosophy and Decision-making Process In July 2025, in conjunction with its annual compensation review process, the independent members of 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 executives with the greatest responsibility for driving 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 our transformation, beginning with the creation of a consumer-focused cyber safety company in 2019 and most recently with the Company’s 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 $2.5B in FY20 to $5.0B in FY26, and nearly tripled EPS from $0.90 per share to $2.56 per share over the same period. This team’s proven track record underpins the Compensation and Leadership Development 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 and Leadership Development 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 also encourages continuity within the leadership team in a highly competitive market for CEO and executive talent. Target Grant Value The target award value for each executive is approximately 1 times the target grant value of each executive’s FY26 annual equity incentive award with some variability. In determining the award size, the Compensation and Leadership Development 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. Vesting and Performance Conditions 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 commenced 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. Revenue Growth Targets. The number of VCP PRUs that may be earned based on revenue growth during the performance period will range from 0% to 300% of the total VCP target grant, and will be determined by the Compensation and Leadership Development Committee, based upon the Company’s highest annual revenue for any four consecutive quarters during the performance period, as measured against the revenue targets set forth in the following chart (Revenue Targets). In no event may any VCP PRU be earned if the highest achieved annual revenue is below the Target Level. For the avoidance of doubt, revenue targets can be achieved at any time during the performance period, and the highest four consecutive quarter achievement during the performance period shall be utilized to determine the number of VCP PRUs earned upon the vesting date of the last day of FY30. Performance between the Target Level and Accelerated Level and between the Accelerated Level and the Maximum Level will be determined based on a linear interpolation between the applicable performance levels.

  97. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    | Performance Levels | Annual Revenue Targets | VCP Performance % | | Below Target Level | <$6 Billion USD | 0% | | Target Level | $6 Billion USD | 100% | | Accelerated Level | $7 Billion USD | 200% | | Maximum Level | $8 Billion USD | 300% |

  98. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    Relative TSR Modifier Targets. The VCP revenue performance will be multiplied by the rTSR Performance Modifier as set forth in the following chart to determine the number of VCP PRUs earned upon the vesting date of the last day of FY30. The rTSR will be determined by the Compensation and Leadership Development Committee, based upon the Company’s TSR performance as measured against the TSR performance of the companies comprising the Nasdaq Composite Index from the date of grant (in FY26) through the end of the performance period, as set forth in the following chart (“rTSR Modifier Targets”). Performance between the Threshold Level and Target Level and between the Target Level and the Maximum Level will be determined based on a linear interpolation between the applicable performance levels.

  99. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    | Performance Levels | Revenue Target | rTSR Modifier Targets | rTSR Performance Modifier | | Threshold Level | $6 Billion or Above | 0 to 25th% rTSR | 0.5(1) | | Target Level | $6 Billion or Above | 55th % rTSR | 1.0 | | Maximum Level | $6 Billion or Above | 75 to 100th %rTSR | 2.0 |

  100. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    | (1) If TSR is negative during the rTSR period, VCP is capped at 100%. |

  101. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    In the event that absolute TSR is negative during the period used to calculate the rTSR in no event will the final VCP performance be greater than 100%. VCP performance goals are intended to account for potential strategic transactions, and incremental revenue from any acquisitions or strategic transactions shall be included in the performance calculations. Service Vesting Requirement. The awards cliff vest following the end of FY30, subject to continuous service through the vesting date. The VCP II PRUs are not eligible for retirement vesting. The rationale for these vesting requirements is set forth below:

  102. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    | Vesting Requirement | Rationale | | Revenue growth targets that require extraordinary organic growth and/or synergistic acquisition | Aggressive revenue hurdles were selected to 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, which we believe is critical to driving long-term value creation | | TSR modifier based on our relative TSR versus the Nasdaq Composite Index Target payout level is set at the index 55th percentile against the Nasdaq Composite Index, with a maximum payout of target (100%) if absolute TSR is negative | A relative TSR modifier aligns executive and stockholder interests and rewards outsized stockholder returns on a relative basis Target-level payouts should require above-median relative performance, and negative TSR should not result in any increase in payout The Nasdaq Composite Index is an appropriate benchmark given the broad-based nature of the index, the inclusion of Gen in the index, and because it represents a broad representation of the potential opportunity cost of investing in Gen from an investor’s perspective. | | 5 year performance period and service requirement No retirement vesting | A lengthy performance period and service requirement with no retirement vesting drives sustained and substantial stockholder value creation and will help to align, motivate and retain key employees |

  103. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    The following table summarizes the number of VCPII PRU awards granted to our NEOs in FY26 and their target grant value as compared to their accounting value.

  104. Equity Incentive Awards — Value Creation Program II (VCP II) (FY27-FY30)

    | NEO | Target PRUs (# of Units) | Target Grant Value ($) | Accounting Value ($) | | Vincent Pilette | 954,540 | $28,000,000 | $50,103,805 | | Natalie Derse | 238,635 | $7,000,000 | $12,525,951 | | Bryan Ko | 238,635 | $7,000,000 | $12,525,951 |

  105. TARGET GRANT VALUES VERSUS ACCOUNTING VALUES

    TARGET GRANT VALUES VERSUS ACCOUNTING VALUES The target grant value of PRU awards granted in FY26 that are earned based on the achievement of rTSR does not match the amounts reported for these awards in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table. The target grant value of PRU awards, which were granted under VCP II and the annual PRU awards, which are earned based on rTSR, is equal to the dollar amount of PRU awards approved by the Compensation and Leadership Development Committee. However, for purposes of the Summary Compensation Table and Grants of Plan-Based Awards Table, pursuant to SEC rules, the value of such PRU awards is equal to their accounting value (also referred to as grant date fair value) as calculated under FASB ASC Topic 718 using a Monte Carlo simulation performed as of the date of grant. Changes in the Company’s stock price and other inputs in the Monte Carlo valuation may cause the grant date fair value of awards calculated using this method to be above or below target in any given year. Notably, the accounting value of the Company’s VCP II PRU grants and FY26 annual TSR PRUs significantly exceeds their target grant value. The target grant value of our annual PRUs, which are earned based on revenue growth or booking and operating margin and the target grant value of our annual time-based RSUs are equal to the dollar amounts of equity awards approved by the Compensation and Leadership Development Committee. However, for purposes of the Summary Compensation Table and Grants of Plan-Based Awards Table, pursuant to SEC rules, the value of such awards is equal to their accounting value in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table as calculated by multiplying the number of stock units by the closing stock price on the date of grant. If the target grant values of the VCP II PRUs and FY26 annual TSR PRUs were reflected in the Summary Compensation Table instead of the accounting values of these awards, the total compensation amount for each NEO would be reduced significantly as shown in the table below.

  106. NEO FY26 Compensation (Target Grant Value vs Accounting Values)(1)

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards (Assuming Granted Values) ($)(2) | Stock Awards (Assuming Accounting Values) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total (Assuming Target Values) ($)(2) | Total (Assuming Accounting Values) ($) | | Vincent Pilette | FY26 | $986,538.00 | $49,000,000 | $80,495,844.00 | $2,025,000.00 | $74,926.00 | $52,860,464 | $83,582,308.00 | | Natalie Derse | FY26 | $636,538.00 | $12,750,000 | $20,847,605.00 | $877,500.00 | $6,404.00 | $14,270,442 | $22,368,047.00 | | Bryan Ko | FY26 | $581,154.00 | $12,500,000 | $20,485,803.00 | $810,000.00 | $63,565.00 | $13,954,719 | $21,940,522.00 |

  107. Benefits

    | (1) The Company previously provided executives with the ability to defer their compensation pursuant to a nonqualified deferred compensation plan, which was frozen prior to the start of FY24. |

  108. Summary Compensation Table for Fiscal 2026

    Summary Compensation Table for Fiscal 2026

  109. Summary Compensation Table for Fiscal 2026

    | | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Name and Principal Position | | | | Annual Stock Awards ($) | VCP II Stock Awards ($) | Total Stock Awards ($) | | | | | Vincent Pilette Chief Executive Officer | 2026 | 986,538 | — | 30,392,039 | 50,103,805 | 80,495,844 | 2,025,000 | 74,926 | 83,582,308 | | | 2025 | 950,000 | — | 19,831,802 | — | 19,831,802 | 1,721,875 | 6,519 | 22,510,196 | | | 2024 | 950,000 | — | 13,386,893 | — | 13,386,893 | 1,009,375 | 16,559 | 15,362,827 | | Natalie M. Derse Chief Financial Officer | 2026 | 636,538 | — | 8,321,654 | 12,525,951 | 20,847,605 | 877,500 | 6,404 | 22,368,047 | | | 2025 | 600,000 | — | 6,838,573 | — | 6,838,573 | 870,000 | 6,000 | 8,314,573 | | | 2024 | 586,538 | — | 4,697,160 | — | 4,697,160 | 510,000 | 6,404 | 5,800,102 | | Bryan S. Ko Chief Operating Officer, Chief Legal Officer, and Secretary | 2026 | 581,154 | — | 7,959,852 | 12,525,951 | 20,485,803 | 810,000 | 63,565 | 21,940,522 | | | 2025 | 530,000 | — | 5,470,831 | — | 5,470,831 | 614,800 | 11,000 | 6,626,631 | | | 2024 | 530,000 | — | 3,522,881 | — | 3,522,881 | 360,400 | 13,500 | 4,426,781 |

  110. Summary Compensation Table for Fiscal 2026

    | (1) The amounts shown in this column reflect the aggregate grant date fair value of RSUs and PRUs computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value of RSUs is based on the closing price of our common stock on the date of grant. The grant date fair value of PRUs that contains a market condition is estimated using a Monte Carlo simulation model. For a discussion of the valuation methodologies and underlying assumptions, see Note 15 to our Annual Report on Form 10-K and “Equity Incentive Awards” in the Compensation Discussion and Analysis. For additional information regarding awards granted in fiscal year 2026, see the “Grants of Plan-Based Awards” table below. |

  111. Summary Compensation Table for Fiscal 2026

    The table below sets the value of PRUs earned solely based on operating or financial goals at the grant date determined assuming that the highest level of performance conditions will be achieved if an amount less than the maximum was included in the column. Also set forth below are the grant date fair of PRUs that contain a market condition, which are not subject to probable or maximum outcome assumptions.

  112. Summary Compensation Table for Fiscal 2026

    | Name | Maximum Outcome of Performance Conditions Fair Value for FY26 ($) | Market-Related Component Fair Value for FY26 ($) | 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 ($) | Market-Related Component Fair Value for FY24 ($) | | Vincent Pilette | 14,636,748 | 63,419,638 | 4,838,836 | 8,541,185 | 3,365,920 | 5,533,073 | | Natalie Derse | 4,007,701 | 16,171,972 | 1,668,569 | 2,945,245 | 1,181,026 | 1,941,432 | | Bryan Ko | 3,833,459 | 16,013,454 | 1,334,851 | 2,356,188 | 885,774 | 1,456,081 |

  113. Summary Compensation Table for Fiscal 2026

    | (2) Represents the named executive officer’s annual incentive award under the Executive Annual Incentive Plan for fiscal year 2026, earned in fiscal year 2026 and paid in fiscal year 2027. |

  114. Summary Compensation Table for Fiscal 2026

    | (3) The “All Other Compensation” amounts for fiscal year 2026 consist of the following components: |

  115. Summary Compensation Table for Fiscal 2026

    | | 401(k) Plan Contributions ($) | Executive Medical Concierge ($) | Financial Planning Services ($) | Total ($) | | Vincent Pilette | 6,000 | 48,708 | 20,218 | 74,926 | | Natalie M. Derse | 6,404 | | — | 6,404 | | Bryan S. Ko | 6,565 | 50,000 | 7,000 | 63,565 |

  116. Summary Compensation Table for Fiscal 2026

    The following table provides information regarding grants of plan-based awards to our named executive officers in fiscal year 2026.

  117. Grants of Plan-Based Awards in Fiscal 2026

    Grants of Plan-Based Awards in Fiscal 2026

  118. Grants of Plan-Based Awards in Fiscal 2026

    | 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 | | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | RSU | 5/16/25 | — | — | — | — | — | — | 338,696 | — | — | 9,757,832 | | PRU CAGR | 5/16/25 | — | — | — | 63,506 | 254,022 | 508,044 | — | — | — | 7,318,374 | | PRU TSR | 5/16/25 | | | | 127,011 | 254,022 | 508,044 | — | — | — | 13,315,833 | | PRU VCP II | 7/25/25 | — | — | — | 477,270 | 954,540 | 5,727,240 | — | — | — | 50,103,805 | | Natalie M. Derse | | | | | | | | | | | | | EAIP | | — | 650,000 | 1,300,000 | — | — | — | — | — | — | — | | RSU | 5/16/25 | — | — | — | — | — | — | 92,738 | — | — | 2,671,782 | | PRU CAGR | 5/16/25 | — | — | — | 17,389 | 69,554 | 139,108 | — | — | — | 2,003,851 | | PRU TSR | 5/16/25 | | | | 34,777 | 69,554 | 139,108 | — | — | — | 3,646,021 | | PRU VCP II | 7/25/25 | — | — | — | 119,318 | 238,635 | 1,431,810 | — | | — | 12,525,951 | | Bryan S. Ko | | | | | | | | | | | | | EAIP | | — | 600,000 | 1,200,000 | — | — | — | — | — | — | — | | RSU | 5/16/25 | — | — | — | — | — | — | 88,706 | — | — | 2,555,620 | | PRU CAGR | 5/16/25 | — | — | — | 16,633 | 66,530 | 133,060 | — | — | — | 1,916,729 | | PRU TSR | 5/16/25 | | | | 33,265 | 66,530 | 133,060 | — | — | — | 3,487,503 | | PRU VCP II | 7/25/25 | — | — | — | 119,318 | 238,635 | 1,431,810 | — | — | — | 12,525,951 |

  119. Grants of Plan-Based Awards in Fiscal 2026

    | (1) Amounts shown represent potential payouts under the Company’s Executive Annual Incentive Plan for fiscal year 2026. Actual amounts earned under the plan are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information, see “Compensation Discussion and Analysis—Executive Annual Incentive Plan.” |

  120. Grants of Plan-Based Awards in Fiscal 2026

    | (2) Amounts shown reflect the threshold, target and maximum number of shares that may be earned under performance-based restricted stock unit (“PRU”) awards, based on the level of achievement of the applicable performance conditions over the performance period. PRU awards designated as “VCP II” are based on revenue growth, subject to a relative total shareholder return modifier. PRU awards designated as “CAGR” are based on cumulative bookings growth and average non-GAAP operating margin. PRU awards designated as “TSR” are based on total shareholder return relative to the Nasdaq Composite Index. |

  121. Grants of Plan-Based Awards in Fiscal 2026

    | (3) Represents time-based restricted stock unit (“RSU”) awards granted during fiscal year 2026, which vest based on continued service. |

  122. Grants of Plan-Based Awards in Fiscal 2026

    | (4) Amounts shown represent the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value of RSUs is based on the closing price of our common stock on the date of grant. The grant date fair value of PRUs is based on the target level of achievement; PRUs that contain a market condition are valued using a Monte Carlo simulation model. |

  123. Grants of Plan-Based Awards in Fiscal 2026

    The following table shows for FY26, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.

  124. Outstanding Equity Awards at Fiscal Year End 2026

    Outstanding Equity Awards at Fiscal Year End 2026

  125. Outstanding Equity Awards at Fiscal Year End 2026

    | 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 | 05/16/2025 | | | | | | 338,696(2) | 6,397,967 | | | | | 05/16/2025 | | | | | | | | 508,044(3) | 9,596,951 | | | 05/16/2025 | | | | | | | | 254,022(4) | 4,798,476 | | | 07/25/2025 | | | | | | | | 954,540(5) | 18,031,261 | | | 05/10/2024 | | | | | | 184,258(6) | 3,480,634 | | | | | 05/10/2024 | | | | | | | | 412,518(7) | 7,792,465 | | | 05/10/2024 | | | | | | | | 412,518(8) | 7,792,465 | | | 05/10/2023 | | | | | | 88,509(9) | 1,671,935 | | | | | 05/10/2023 | | | | | | | | 780,956(10) | 14,752,259 | | | 05/10/2023 | | | | | | | | 475,134(11) | 8,975,279 | | | 07/08/2022 | | | | | | | | —(12) | — | | Natalie M. Derse | 05/16/2025 | | | | | | 92,738(2) | 1,751,821 | | | | | 05/16/2025 | | | | | | | | 139,108(3) | 1,313,875 | | | 05/16/2025 | | | | | | | | 69,554(4) | 1,313,875 | | | 07/25/2025 | | | | | | | | 238,635(5) | 4,507,815 | | | 05/10/2024 | | | | | | 63,537(6) | 1,200,214 | | | | | 05/10/2024 | | | | | | | | 142,248(7) | 1,343,532 | | | 05/10/2024 | | | | | | | | 142,248(8) | 1,343,532 | | | 05/10/2023 | | | | | | 31,056(9) | 586,648 | | | | | 05/10/2023 | | | | | | | | 137,010(10) | 2,588,119 | | | 05/10/2023 | | | | | | | | 106,868(11) | 2,018,737 | | | 12/10/2021 | | | | | | | | —(12) | — | | Bryan S. Ko | 05/16/2025 | | | | | | 88,706(2) | 1,675,656 | | | | | 05/16/2025 | | | | | | | | 133,060(3) | 1,256,752 | | | 05/16/2025 | | | | | | | | 66,530(4) | 1,256,752 | | | 07/25/2025 | | | | | | | | 238,635(5) | 4,507,815 | | | 05/10/2024 | | | | | | 50,830(6) | 960,179 | | | | | 05/10/2024 | | | | | | | | 113,798(7) | 1,074,822 | | | 05/10/2024 | | | | | | | | 113,798(8) | 1,074,822 | | | 05/10/2023 | | | | | | 23,291(9) | 439,967 | | | | | 05/10/2023 | | | | | | | | 102,758(10) | 1,941,099 | | | 05/10/2023 | | | | | | | | 80,151(11) | 1,514,052 | | | 12/10/2021 | | | | | | | | —(12) | — |

  126. Outstanding Equity Awards at Fiscal Year End 2026

    | 1. | The market value is calculated based on $18.89 per share, the fair value of our common stock on April 3, 2026. |

  127. Outstanding Equity Awards at Fiscal Year End 2026

    | 2. | These RSUs granted in fiscal 2026, vest over three years, with 33%, 33% and 34% vesting on May 1, 2026, May 1, 2027 and May 1, 2028, respectively, subject to service through the applicable vesting date. |

  128. Outstanding Equity Awards at Fiscal Year End 2026

    | 3. | These PRUs (CAGR) granted in fiscal 2026 have a three-year performance period from March 29, 2025 through March 31, 2028 and will vest based on the achievement of certain average revenue growth targets, subject to service through the last day of FY28. As of April 3, |

  129. Outstanding Equity Awards at Fiscal Year End 2026

    2026, 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 practicable following the end of the performance period, the Compensation and Leadership Development Committee will determine the number of PRUs earned and complete the settlement of shares.

  130. Outstanding Equity Awards at Fiscal Year End 2026

    | 4. | These PRUs (TSR) granted in fiscal 2026 have a three-year performance period from March 29, 2025 through March 31, 2028 and will vest based on the achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY28. As of April 3, 2026, the aggregate achievement of the performance metrics was trending between the threshold and 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 practicable following the end of the performance period, the Compensation and Leadership Development Committee will determine the number of PRUs earned and complete the settlement of shares. |

  131. Outstanding Equity Awards at Fiscal Year End 2026

    | 5. | These PRUs (VCP II) granted in fiscal 2026 have a performance period ending March 29, 2030 and will vest based on the achievement of certain revenue growth targets and the application of a relative TSR modifier, subject to service through the last day of FY30. As of April 3, 2026, the aggregate achievement of the performance metrics was below 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 practicable following the end of the performance period, the Compensation and Leadership Development Committee will determine the number of PRUs earned and complete the settlement of shares. |

  132. Outstanding Equity Awards at Fiscal Year End 2026

    | 6. | 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. |

  133. Outstanding Equity Awards at Fiscal Year End 2026

    | 7. | These PRUs (BMG) granted in fiscal 2025 have a three-year performance period from March 30, 2024 through April 2, 2027 and will vest based on the achievement of average bookings growth and non-GAAP operating margin performance, subject to service through the last day of FY27. As of April 3, 2026, 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 practicable following the end of the performance period, the Compensation and Leadership Development Committee will determine the number of PRUs earned and complete the settlement of shares. |

  134. Outstanding Equity Awards at Fiscal Year End 2026

    | 8. | These PRUs (TSR) granted in fiscal 2025 have a three-year performance period from March 30, 2024 through April 2, 2027 and will vest based on the achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY27. As of April 3, 2026, 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 practicable following the end of the performance period, the Compensation and Leadership Development Committee will determine the number of PRUs earned and complete the settlement of shares. |

  135. Outstanding Equity Awards at Fiscal Year End 2026

    | 9. | These RSUs granted in fiscal 2024, vest over three years, with 33%, 33% and 34% vesting on May 1, 2024, May 1, 2025 and May 1, 2026, respectively, subject to service through the applicable vesting date. |

  136. Outstanding Equity Awards at Fiscal Year End 2026

    | 10. | These PRUs (BMG) granted in fiscal 2024 had a three-year performance period from April 1, 2023 through April 3, 2026 and vested based on the achievement of average bookings growth and non-GAAP operating margin performance, subject to service through the last day of FY26. Following the performance period the Compensation and Leadership Development Committee determined the number of PRUs earned was 200% of the shares granted and completed the settlement of shares on May 4, 2026. |

  137. Outstanding Equity Awards at Fiscal Year End 2026

    | 11. | These PRUs (TSR) granted in fiscal 2024 had a three-year performance period from April 1, 2023 through April 3, 2026 and vested based on the achievement of certain relative TSR targets against the Nasdaq Composite Index, subject to service through the last day of FY26. Following the performance period the Compensation and Leadership Development Committee determined the number of PRUs earned was 156% of the shares granted and completed the settlement of shares on May 4, 2026. |

  138. Outstanding Equity Awards at Fiscal Year End 2026

    | 12. | These PRUs (VCP I) granted in fiscal years 2022 and 2023 had a performance period ending April 3, 2026 and vesting based on the achievement of certain share price appreciation with relative total shareholder return (rTSR) gates, subject to service through the last day of FY26. Following the performance period the Compensation and Leadership Development Committee determined no PRUs were earned and zero shares settled. |

  139. Outstanding Equity Awards at Fiscal Year End 2026

    The following table provides certain information for fiscal 2026 regarding option exercises and stock awards vested during the fiscal year with respect to our named executive officers.

  140. Option Exercises and Stock Vested in Fiscal 2026

    Option Exercises and Stock Vested in Fiscal 2026

  141. Option Exercises and Stock Vested in Fiscal 2026

    | | 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 | — | — | 929,563 | 19,133,021 | | Natalie M. Derse | — | — | 322,056 | 6,608,212 | | Bryan S. Ko | — | — | 246,005 | 5,070,409 |

  142. Option Exercises and Stock Vested in Fiscal 2026

    | (1) The number of shares and value realized for stock awards reflect (i) restricted stock units (“RSUs”) that vested and settled during fiscal 2026 and (ii) performance-based restricted stock units (“PRUs”) that vested at the end of their performance period during fiscal 2026. |

  143. Option Exercises and Stock Vested in Fiscal 2026

    | (2) The value realized upon vesting is based on (i) the closing price of the Company’s common stock on the applicable vesting date for RSUs and (ii) the closing price of the Company’s common stock on April 2, 2026, the last trading day of FY26, as the market was closed on April 3, 2026 due to Good Friday, for PRUs that vested at the end of the performance period in fiscal 2026. |

  144. Option Exercises and Stock Vested in Fiscal 2026

    The table below provides information on the non-qualified deferred compensation of the named executive officers for the fiscal year ended April 3, 2026.

  145. Non-Qualified Deferred Compensation in Fiscal 2026

    Non-Qualified Deferred Compensation in Fiscal 2026

  146. Non-Qualified Deferred Compensation in Fiscal 2026

    | | Non-Qualified Deferred Compensation | | | | | | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions (#) | Aggregate Balance at Last Fiscal Year-End ($)(2) | | Vincent Pilette | — | — | — | — | — | | Natalie M. Derse | — | — | — | — | — | | Bryan S. Ko | — | — | 133,690 | — | 851,347 |

  147. Non-Qualified Deferred Compensation in Fiscal 2026

    | (1) The amount reflected is not included in the Summary Compensation Table for FY26 for Mr. Ko. This amount consists of dividends, interest and change in market value attributed to Mr. Ko’s entire account balance during FY26 which balance includes deferred compensation from previous periods. |

  148. Non-Qualified Deferred Compensation in Fiscal 2026

    | (2) $559,926 of this amount was previously reported as “Salary” in the Summary Compensation Table in the Proxy Statements for prior annual meetings. |

  149. Non-Qualified Deferred Compensation in Fiscal 2026

    Effective January 1, 2023, the Gen Digital Deferred Compensation Plan (the 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 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.

  150. Potential Payments Upon

    Potential Payments Upon

  151. 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 April 2, 2026, we employed 3,977 employees globally, with approximately 33% based in the United States and 67% based outside of the United States. Pay Ratio:

  152. CEO Pay Ratio

    | • | Mr. Pilette’s FY26 annual total compensation was $83,582,308, which was calculated in the same manner as the amounts reported in the “Total” column of the “2026 Summary Compensation Table” in this proxy statement. |

  153. CEO Pay Ratio

    | • | The FY26 annual total compensation of our median employee (other than our CEO) was $92,823.04. |

  154. 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 900 to 1. |

  155. CEO Pay Ratio

    Pursuant to SEC rules, Mr. Pilette’s FY26 annual total compensation includes the accounting value or grant date fair value of his PRU awards, which were granted under VCP II and his annual PRU awards, which are earned based on rTSR, in each case, as calculated under FASB ASC Topic 718 using a Monte Carlo simulation performed as of the date of grant. Changes in the Company’s stock price and other inputs in the Monte Carlo valuation may cause the grant date fair value of awards calculated using this method to be above or below target in any given year. Notably, the accounting value of the Company’s VCP II PRU grants significantly exceeds their target value. If we used Mr. Pilette’s Realizable Pay instead of the accounting value found in the Summary Compensation Table, Mr. Pilette’s annual total compensation amount would be significantly reduced and the pay ratio of his annual total compensation to the annual total compensation of our median employee (other than our CEO and calculated in a consistent Realizable Pay methodology) would have been 225 to 1. Identification of the Median Employee: For purposes of identifying our median employee, we used our global employee population as of April 3, 2026, 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 April 3, 2026, and the grant date fair value of all equity awards granted during FY26, 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 FY26 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.

  156. 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) | | 2026 | $83,577,342 | $33,542,362 | $22,154,285 | $8,294,422 | $98 | $230 | $973 | 27% | | 2025 | $22,510,196 | $33,544,036 | $7,591,115 | $4,928,382 | $134 | $175 | $643 | 4% | | 2024 | $15,362,827 | $29,300,356 | $6,219,954 | $11,536,695 | $112 | $165 | $607 | 14% | | 2023 | $25,291,365 | $5,686,393 | $9,006,551 | $(105,381) | $83 | $113 | $1,334 | 19% | | 2022 | $13,517,505 | $20,734,811 | $12,126,077 | $18,159,360 | $128 | $118 | $836 | 10% |

  157. CEO Pay Ratio

    | (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2022, 2023, 2024, 2025 and 2026. |

  158. CEO Pay Ratio

    | | PEO | Non-PEO NEOs | | 2026 | Vincent Pilette | Natalie Derse and Bryan Ko | | 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 |

  159. 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). |

  160. 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: |

  161. 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 | | 2026 | $83,577,342 | N/A | N/A | $(80,495,844) | $41,800,388 | $(11,168,830) | — | $(1,424,101) | — | $1,253,407 | $33,542,362 | | 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 |

  162. 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. |

  163. 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 | | 2026 | $22,154,285 | N/A | N/A | $(20,666,704) | $10,765,130 | $(3,906,887) | $— | $(436,096) | $ — | $384,695 | $8,294,422 | | 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 |

  164. 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 1, 2022, 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 April 3, 2026. |

  165. 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 2026, 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. |

  166. CEO Pay Ratio

    | (7) On June 13, 2024, Ondrej Vlcek departed from the Company as President. As a result: |

  167. 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.”

  168. 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: