Gen Digital Inc
For the period ended Sep 10, 2024. Filed Jul 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 10, 2024 · Filed Jul 29, 2024
Contents
Pay Versus Performance
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.
| · · · · · · · · · · 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) |
| 2024 | | | $15,362,827 | | | $29,300,356 | | | $6,219,954 | | | $11,536,695 | | | $134 | | | $293 | | | $616 | | | 14% |
| 2023 | | | $25,291,365 | | | $5,686,393 | | | $9,006,551 | | | $(105,381) | | | $100 | | | $201 | | | $1,349 | | | 19% |
| 2022 | | | $13,517,505 | | | $20,734,811 | | | $12,126,077 | | | $18,159,360 | | | $154 | | | $210 | | | $836 | | | 10% |
| 2021 | | | $13,829,574 | | | $24,198,283 | | | $4,001,474 | | | $5,238,020 | | | $120 | | | $177 | | | $554 | | | 11% |
| (1) | The following table lists the PEO and non-PEO NEOs for each of fiscal years 2021, 2022, 2023 and 2024. |
| | | PEO | | | Non-PEO NEOs | |
| 2024 | | | Vincent Pilette | | | Ondrej Vlcek, Natalie Derse, and Bryan Ko |
| 2023 | | | Vincent Pilette | | | Ondrej Vlcek, Natalie Derse, and Bryan Ko |
| 2022 | | | Vincent Pilette | | | Natalie Derse and Bryan Ko |
| 2021 | | | Vincent Pilette | | | Natalie Derse, Matthew Brown, Samir Kapuria and Bryan Ko |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation and Related Information — Executive Compensation Tables — Summary Compensation Table” for additional information). |
| (3) | The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Pilette in accordance with the Pay Versus Performance Rules: |
| · · Pension Plan Adjustments · · · Equity Award Adjustments · · | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · SummaryCompensationTable Totalfor PEO · · · Change inPensionValue · · · PensionServiceCost · · · StockAwards · · · Year EndFair Valueof EquityAwardsGranted inthe YearandUnvestedatYear End · · · Year overYearChange inFair ValueofOutstandingandUnvestedEquityAwardsGrantedin PriorYears · · · Fair Valueas ofVestingDate ofEquityAwardsGrantedandVestedin theYear · · · Change inFair Valueof EquityAwardsGranted inPriorYearsthatVestedin theYear · · · Fair Valueat theEnd ofthe PriorYear ofEquityAwardsthat Failedto MeetVestingConditionsin theYear · · · Value ofDividendsor otherEarningsPaid onStock orOptionAwardsnotOtherwiseReflectedin FairValue · · · CompensationActuallyPaid toPEO | |||||||||||||||||||||||||||||||||
| 2024 | | | $15,362,827 | | | N/A | | | N/A | | | $(13,386,893) | | | $17,963,298 | | | $4,235,771 | | | — | | | $4,261,074 | | | — | | | $864,279 | | | $29,300,356 |
| 2023 | | | $25,291,365 | | | N/A | | | N/A | | | $(23,336,211) | | | $10,908,779 | | | $(5,774,617) | | | — | | | $(2,068,928) | | | — | | | $666,005 | | | $5,686,393 |
| 2022 | | | $13,517,505 | | | N/A | | | N/A | | | $(11,437,131) | | | $15,110,461 | | | $3,167,247 | | | — | | | $356,090 | | | — | | | $20,639 | | | $20,734,811 |
| 2021 | | | $13,829,574 | | | N/A | | | N/A | | | $(10,278,897) | | | $10,181,749 | | | — | | | — | | | $(1,467,399) | | | — | | | $11,933,256 | | | $24,198,283 |
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| (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. |
| · · Pension Plan Adjustments · · · Equity Award Adjustments · · | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · AverageSummaryCompensationTableTotalforNon-PEONEOs · · · ChangeinPensionValue · · · PensionServiceCost · · · Stock Awards · · · Year EndFair ValueofEquityAwardsGrantedin theYear andUnvestedat YearEnd · · · Year overYearChangein FairValue ofOutstandingandUnvestedEquityAwardsGrantedin PriorYears · · · Fair Valueas ofVestingDate ofEquityAwardsGrantedandVestedin theYear · · · Changein FairValue ofEquityAwardsGrantedin PriorYearsthatVestedin theYear · · · Fair Valueat theEnd ofthe PriorYear ofEquityAwardsthatFailed toMeetVestingConditionsin theYear · · · Value ofDividendsor otherEarningsPaid onStock orOptionAwardsnotOtherwiseReflectedin FairValue · · · AverageCompensationActuallyPaid toNon-PEONEOs | |||||||||||||||||||||||||||||||||
| 2024 | | | $6,219,954 | | | N/A | | | N/A | | | $(5,088,586) | | | $6,828,155 | | | $2,218,641 | | | $0 | | | $1,122,822 | | | $0 | | | $235,709 | | | $11,536,695 |
| 2023 | | | $9,006,551 | | | N/A | | | N/A | | | $(8,173,767) | | | $5,095,792 | | | $(5,796,603) | | | $0 | | | $(517,328) | | | $0 | | | $279,974 | | | $(105,381) |
| 2022 | | | $12,126,077 | | | N/A | | | N/A | | | $(11,197,900) | | | $13,885,671 | | | $1,213,977 | | | $0 | | | $1,000,832 | | | $0 | | | $1,130,703 | | | $18,159,360 |
| 2021 | | | $4,001,474 | | | N/A | | | N/A | | | $(2,908,394) | | | $1,991,444 | | | $(9,777) | | | $0 | | | 18,076 | | | $0 | | | $2,145,197 | | | $5,238,020 |
| (5) | In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total shareholder return (Peer Group TSR) is determined based on the value of an initial fixed investment of $100 on April 4, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the S&P Information Technology Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended March 29, 2024. |
| (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 2024, 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. |
Required Tabular Disclosure of Most Important Measures
In accordance with the Pay Versus Performance Rules, the following table lists the most important financial and non-financial performance measures that, in the Company’s assessment, represent the most important performance measures used to link “compensation actually paid” to our NEOs, for fiscal year 2024, to company performance, as further described in our Compensation Discussion and Analysis within the sections titled “Executive Compensation and Related Information — Executive Compensation Summary — FY24 Performance Highlights and Pay for Performance Alignment” (see page 60), “Executive Compensation and Related Information — Executive Compensation Summary — Compensation Components” (see page 63), “Executive Compensation and Related Information — Executive Compensation Summary — Executive Annual Incentive Plan (EAIP)” (see page 67), and “Executive Compensation and Related Information — Executive Compensation Summary — Equity Incentive Awards” (see page 70).
| Most Important Performance Measures | ||
|---|---|---|
| Net Revenue Growth | | |
| Non-GAAP Operating Income | | |
| Non-GAAP Operating Margin | | |
| Relative Total Shareholder Return | | |
| Absolute Total Shareholder Return | | |
| Bookings Growth | | |
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:
94 | Gen™2024 Proxy
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