Gen Digital Inc

For the period ended Sep 10, 2024. Filed Jul 29, 2024.

About this filing

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

GEN$29.79-2.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2024 Annual Meeting of Stockholders Information


Date and Time:Tuesday, September 10, 2024 at 9:00 a.m. Pacific Time	Location:Meeting live via the internet by visiting www.virtualshareholdermeeting.com/ GEN2024	Record Date:July 15, 2024

	Admission:
To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/GEN2024. 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.

Voting Matters

Proposals · · · Board Recommendation · · · Page Number for Additional Information
1.	Election of Directors	FOR	26
2.	Ratification of Independent Registered Public Accounting Firm	FOR	38
3.	Advisory Vote to Approve Executive Compensation	FOR	40
4.	Approval of Amendment and Restatement of 2013 Equity Incentive Plan	FOR	41

Our Director Nominees

· · Age · · · Director Since · · · Independent · · · Diversity · · · Committee Memberships* · · · Other Public Boards**
· AC · · · CC · · · NGC · · · Tech ·
Susan P. Barsamian Director	65	2019	WD			C		2
Pavel Baudis Director	64	2022						0
Eric K. Brandt Director	62	2020		C				3
Frank E. Dangeard Managing Partner, Harcourt	66	2007						2
Nora M. Denzel Director	61	2019	W					1
Peter A. Feld Managing Member, Portfolio Manager and Head of Research, Starboard Value LP	45	2018			C			0
Emily Heath Director	50	2021	WD				C	0
Vincent Pilette Chief Executive Officer and President	52	2019						0
Sherrese M. Smith Managing Partner, Paul Hastings	52	2021	WD					1
Ondrej Vlcek Former President of Gen, Director	47	2022						0

	= Member C = Chair
Committees: AC = Audit CC = Compensation and Leadership Development	NGC = Nominating and Governance
Tech = Technology and Cybersecurity	W = Woman	D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+)
*	Reflects our Board and committee composition following the Annual Meeting.
**	Reflects membership on boards of companies publicly traded in the U.S.

2 | Gen™2024 Proxy

Sound Corporate Governance Practices


		Separate Independent Chair and CEO							Majority Voting for Directors
		Board Committees Consist Entirely of Independent Directors							Director Resignation Policy
		All Current Directors Attended at least 75% of Meetings Held							Stockholder Ability to Call Special Meetings (15% threshold)
		Independent Directors Meet Regularly in Executive Session							Stockholder Ability to Act by Written Consent
		Director Age Limit of 72							Proxy Access Subject to Standard Eligibility Requirements
		Annual Board and Committee Self-Evaluations							Robust Cybersecurity Program
		Risk Oversight by Full Board and Committees							Comprehensive ESG program and Board oversight of ESG
		Annual Election of All Directors							Extensive Stockholder Outreach/Engagement Program
		Director Overboarding Limits							No Dual-Class or Multi-Class Stock

FY24 Executive Compensation at a Glance

In FY24, our Compensation and Leadership Development Committee approved an executive compensation program that was intended to drive long-term value creation for our company and our stockholders and reward actual performance for both short-term and long-term objectives, with commensurate payouts for extraordinary performance. We continued to value the importance of diversity, equity, and inclusion, given our global customer base, and our Compensation and Leadership Development Committee again incorporated diversity-related metrics into our annual incentive plan.

Our Executive Compensation Program Continues to Reflect Best Governance Practices

Our Compensation and Leadership Development Committee designed our FY24 compensation program to be consistent with leading corporate governance and executive compensation practices:

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 diversity, equity and inclusion (DEI) metrics. A significant portion of our long-term incentive compensation is linked directly to multi-year financial results and relative total shareholder return (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 and Leadership Development Committee retains an independent compensation consultant.
		Say-on-pay			We hold an annual advisory vote on named executive officer compensation.
		Stockholder engagement			We seek feedback on executive compensation through stockholder engagement.
		Minimum vesting			We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.

What We Don’t Do

			No performance, no pay			We do not pay performance-based cash or equity awards for unsatisfied performance goals.
			No minimum payouts			Our compensation plans do not have minimum guaranteed payout levels.
			No automatic increases			We do not provide for automatic salary increases or equity award grants in offer letters or employment agreements.
			No short sales, hedging			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.

4 | Gen™2024 Proxy

Compensation Components

Our FY24 compensation philosophy is reflected in the following key elements of executive compensation: (i) base salary, (ii) short-term annual cash incentive awards and (iii) long-term equity incentive awards.

FY24 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 67
Executive Annual Incentive Plan	Cash	Annual	50% based on Bookings growth 50% based on non-GAAP operating income Final payout subject to a DEI modifier -/+ 10%	Page 67
Annual Equity Incentive Awards	Performance-based Restricted Stock Unit (PRUs)	Vests at the end of a three-year period	50% of PRUs vest in full at end of FY26 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index.50% of PRUs vest in full at end of FY26 based on average bookings growth and average non-GAAP operating margin >50% over a multi-year period.	Page 70
Restricted Stock Unit (RSUs)	Vests annually over three years	Service and time-based vesting.	Page 73

Pay for Performance Alignment

In FY24, we delivered another year of profitable growth as we saw most of our key financial metrics increase due to an additional five and a half months of revenue and bookings contribution from the Avast acquisition, as reflected in the table below. GAAP operating margin decreased, primarily due to an increase in legal accrual related to ongoing litigation and an increase in amortization of intangible assets recognized as a result of our acquisition of Avast. Our FY23 GAAP EPS and FY24 cash flow was impacted by an $899 million income tax refund related to the filing of our fiscal 2023 tax return. We expanded non-GAAP operating margin and EPS as we scaled topline and executed on our cost synergies from the merger with Avast (the Avast Merger).

We also saw strong results with respect to our key performance metrics, as we increased direct customer count, bookings, retention rate, and average revenue per user (ARPU) year-over-year.

Since the closing of the Avast Merger, we have increased our direct customer base to over 39 million, overall annual ARPU by over $3, and our overall retention rate by two points. Each of these improved key performance metrics is a testament to the increased value we are providing our customers with our expanded product portfolio offerings and channel distribution.

6 | Gen™2024 Proxy

In FY24, we undertook a number of actions to return capital to shareholders and increase shareholder value, including repayment of $1,183 million of debt, repurchasing approximately 21 million shares of our common stock for an aggregate amount of $441 million, and paying a total of $323 million in quarterly dividends to stockholders.

We believe that the compensation received by our NEOs for FY24 reflects our performance and accomplishments during the past year as well as the rigor of our performance goals. The following table presents a summary of the performance- based components of our FY24 executive compensation program and FY24 compensation decisions related to prior fiscal year compensation programs.

Component(1)	Metric	Achievement of target or application of modifier	Executive Officer Funding
FY24 Executive Annual Incentive Plan (EAIP)	50% based on FY24 non-GAAP operating income	98.1%	71%
50% based on FY24 bookings growth	99.3%	88%
DEI modifier (applied after determining payout based on FY24 bookings growth & operating income metrics)	✔	+5%
FY24 Performance-based Restricted Stock Units	50% based on 3-year TSR relative to the Nasdaq Composite Index	NA	NA
50% based on average bookings growth and average non-GAAP operating margin >50%	NA	NA
FY22 Performance-based Restricted Stock Units(2)	50% based on 3-year TSR relative to the Nasdaq Composite Index	74.88% Rank	199%
50% based on CAGR for revenue	6.0%	150%

(1)

Please see discussion in the CD&A section of this proxy statement below for more detail regarding how these metrics are calculated. We generally excluded any discussion of PRUs granted in prior fiscal years for which no compensation decisions were made in FY24 or based on FY24 performance, except we have included a brief discussion of PRUs granted in previous years under our Value Creation Program.

(2)	Achievement certified by the Compensation and Leadership Development Committee following the end of FY24.

Meeting Information

We provide information about Gen Digital Inc.’s 2024 Annual Meeting of Stockholders (the Annual Meeting), voting and additional information starting on page 104.

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