Gen Digital Inc DEF 14A, filed Jul 31, 2023

About this DEF 14A

Gen Digital Inc. (GEN)

DEF 14A 2023-07-31 For: 2023-09-12

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Added on June 12, 2026

Drive Business Success

Our executive compensation program is designed to drive our success as a market leader in cybersecurity, privacy, and identity.

Pay for Performance

Our focus is to reward for outstanding company and individual performance, team success, and quantitative results that drive our short- and long-term company objectives; we aim to closely align the majority of our executive officers’ overall target total compensation via long-term performance-based incentives.

Attract and Retain

We aim to attract and retain high performing and talented executive officers while maximizing long-term stockholder value.

Balancing and Aligning Interests with Stockholders

Equity awards with multi-year vesting and performance requirements help align our executive officers’ pay with the creation of long-term shareholder return. In addition, we are sensitive to how equity investments will impact our cost structure and stockholder dilution.

Gen Digital Inc filed this DEF 14A on July 31, 2023.

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PROXY SUMMARY					1
CORPORATE GOVERNANCE					8
Corporate Governance Guidelines					8
Code of Conduct and Code of Ethics					8
Insider Trading, Hedging and Pledging Policies					8
Stock Ownership Guidelines					9
Stockholder Outreach and Engagement					9
Majority Vote Standard and Director Resignation Policy					10
Proxy Access					10
Board Leadership Structure					10
Board Independence					11
Change in Director Occupation					11
Director Overboarding Limits					11
Board and Committee Effectiveness and Evaluations					12
Board’s Role in Risk Oversight					13
Board’s Role in Oversight of Company Strategy					14
Information Security and Risk Oversight					14
Board’s Role in Oversight of Human Capital Management					14
Environmental, Social and Governance (ESG)					15
Board Structure and Meetings					15
Executive Sessions					16
Succession Planning					16
Attendance of Board Members at Annual Meetings					16
THE BOARD AND ITS COMMITTEES					17
Audit Committee					18
Compensation and Leadership Development Committee					19
Nominating and Governance Committee					20
Technology and Cybersecurity Committee					21
DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS					22
Criteria for Nomination to the Board					22
Process for Identifying and Evaluating Nominees					23
Stockholder Proposals for Nominees					24
Contacting the Board of Directors					24
PROPOSAL NO. 1 ELECTION OF DIRECTORS					25
Nominees for Director					25
Board Diversity Matrix					33
Director Compensation					33
Fiscal Year 2023 Director Compensation Changes					34
Fiscal 2023 Director Compensation					35
Certain Changes Beginning in Fiscal Year 2024					36
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					37
Principal Accountant Fees and Services					37
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm					38


PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION					39
PROPOSAL NO. 4 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation					40
PROPOSAL NO. 5 Stockholder Proposal Regarding Shareholder Ratification of Termination Pay					41
Our Board of Directors’ Statement in Opposition to Proposal No. 5					43
OUR EXECUTIVE OFFICERS					46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					47
Five Percent Owners of Common Stock					47
Security Ownership of Executive Officers and Directors					48
Delinquent Section 16(a) Reports					48
EXECUTIVE COMPENSATION AND RELATED INFORMATION					49
Compensation Discussion & Analysis (CD&A)					49
Compensation Committee Interlocks and Insider Participation					73
Compensation Committee Report					74
Executive Compensation Tables					75
Potential Payments Upon Termination or Change-in-Control					81
CEO Pay Ratio					84
Pay Versus Performance					85
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					89
Related-Person Transactions Policy and Procedure					89
Certain Related Party Transactions					90
REPORT OF THE AUDIT COMMITTEE					91
INFORMATION ABOUT SOLICITATION AND VOTING					92
ABOUT THE ANNUAL MEETING					93
ADDITIONAL INFORMATION					97
Stockholder Proposals for the 2024 Annual Meeting					97
Available Information					97
Householding — Stockholders Sharing the Same Last Name and Address					97
OTHER MATTERS					99
Note About Forward-Looking Statements					99
Information Referenced in This Proxy Statement					99
ANNEX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND EXPLANATION OF KEY PERFORMANCE INDICATORS					100

Proposals		Board Recommendation	Page Number for Additional Information
1.	Election of Directors	FOR	25
2.	Ratification of Independent Registered Public Accounting Firm	FOR	37
3.	Advisory Vote to Approve Executive Compensation	FOR	39
4.	Advisory Vote on the Frequency of Advisory Votes to Approve Executive Compensation	1 YEAR	40
5.	Stockholder Proposal on Termination Pay	AGAINST	41

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

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


	Date and Time Tuesday, September 12, 2023 at 9:00 a.m. Pacific Time			Location Meeting live via the internet by visiting www.virtualshareholdermeeting.com/GEN2023			Record Date Only stockholders of record as of the close of business on July 17, 2023 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof.


	Date and Time: Tuesday, September 12, 2023 at 9:00 a.m. Pacific Time			Location: Meeting live via the internet by visiting www.virtualshareholdermeeting.com/GEN2023			Record Date: July 17, 2023


				Admission:
	To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/GEN2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in an account with a brokerage firm, bank or other nominee, then you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote your shares at the Annual Meeting.

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

Duties of the Chair of the Board			Duties of the CEO
• Sets the agenda of Board meetings • Presides over meetings of the full Board • Contributes to Board governance and Board processes • Communicates with all directors on key issues and concerns outside of Board meetings • Presides over meetings of stockholders • Leads executive sessions of independent directors			• Sets strategic direction for Gen • Creates and implements Gen’s vision and mission • Leads the affairs of Gen, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board and its committees

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

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

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

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

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

Total Number of Directors	10
Gender:	Male	Female
Number of directors based on gender identity	6	4
Number of directors who identify in any of the categories below:
African American or Black	0	1
Asian	0	1
White	6	2
LGBTQ+	1

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

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

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

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

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

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

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

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

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

Fees Billed to Gen	FY23			FY22
Audit fees(1)		$	7,904,033		$	5,395,309
Audit related fees(2)		$	—		$	122,000
Tax fees(3)		$	20,668		$	102,852
All other fees(4)		$	—		$	362,000
Total fees		$	7,924,701		$	5,982,161

Name	Age	Position
Vincent Pilette	51	Chief Executive Officer
Natalie M. Derse	45	Chief Financial Officer
Bryan Ko	52	Chief Legal Officer, Secretary and Head of Corporate Development
Ondrej Vlcek	45	President and Director

	Shares Beneficially Owned
Name and Mailing Address	Number		Percent
Vanguard Group Inc.(1) PO Box 2600, V26, Valley Forge, PA 19482-2600		67,934,185		10.6%
BlackRock, Inc.(2) 55 East 52nd Street, New York, NY 10055		61,729,736		9.7%
PaBa Software s.r.o.(3)		49,816,185		7.8%

Named Executive Officer			Title
Vincent Pilette			Chief Executive Officer (CEO)
Ondrej Vlcek			President
Natalie Derse			Chief Financial Officer (CFO)
Bryan Ko			Chief Legal Officer, Corporate Secretary and Head of Corporate Affairs

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

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

Named Executive Officer	FY22 Annual Salary ($)		Change in Salary (%)		FY23 Annual Salary ($)
Vincent Pilette		900,000		5.6%		950,000
Ondrej Vlcek		N/A		N/A		771,828
Natalie Derse		500,000		10%		550,000
Bryan Ko		500,000		6%		530,000