GEN DIGITAL INC (GEN)
Sector: Information Technology
2026 Annual Meeting Analysis
GEN DIGITAL INC · Meeting: September 9, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Barsamian has served since 2019 and GEN's 3-year total shareholder return of +51.6% outperforms the peer group median of +35.3% by +16.3 percentage points, well below the 65-point threshold needed to trigger an against vote; she holds 2 outside public board seats, below the 4-seat overboarding limit, and no other policy flags apply.
Baudis joined in 2022 and GEN's strong 3-year TSR outperforms the peer median, clearing the TSR trigger; he holds no outside public board seats and brings deep cybersecurity and founding-executive experience relevant to GEN's core business.
Brandt joined in 2020 and chairs the Audit Committee where he is designated an audit committee financial expert; GEN's 3-year TSR outperforms the peer median, no TSR trigger applies; he holds 3 outside public board seats, below the 4-seat overboarding limit.
Chrystal joined in May 2025, less than 24 months before the meeting date, making him exempt from the TSR trigger under the new-director exemption; his financial services and risk management background is relevant given GEN's expansion into financial wellness through MoneyLion.
Denzel has served since 2019 and GEN's 3-year TSR comfortably outperforms the peer median; she holds 2 outside public board seats and brings extensive technology executive and governance experience; no policy flags apply.
Heath joined in 2021 and GEN's 3-year TSR outperforms the peer median, clearing the TSR trigger; she holds no outside public board seats and contributes deep cybersecurity expertise directly relevant to GEN's business.
Pilette is the CEO and has served as a director since 2019; GEN's 3-year TSR of +51.6% outperforms the compensation peer group median of +35.3% by +16.3 percentage points, well below the 65-point threshold required to trigger an against vote for directors with strong-positive absolute returns, so the TSR trigger does not apply; no other policy flags arise.
Smith joined in 2021 and GEN's 3-year TSR outperforms the peer median; she holds 1 outside public board seat and brings data privacy, cybersecurity, and technology legal expertise; the board's independence determination regarding her law firm relationship was reviewed and deemed immaterial.
Vlcek joined in 2022 as a non-independent director and GEN's 3-year TSR outperforms the peer median, clearing the TSR trigger; he holds no outside public board seats and brings deep technical and executive experience from his prior role as Avast CEO.
All nine directors receive a FOR vote. GEN's 3-year total shareholder return of +51.6% outperforms the compensation peer group median of +35.3% by +16.3 percentage points, far short of the 65-point threshold needed to trigger against votes for a company with strong-positive absolute returns. No directors are overboarded, all attended at least 75% of meetings, audit committee members have appropriate financial expertise, and no familial relationships with management were identified.
Say on Pay
✓ FORCEO
Vincent Pilette
Total Comp
$22,510,196
Prior Support
93%%
The prior year say-on-pay vote passed with approximately 93% support, well above the 70% threshold that would require a response, and the company engaged with its 20 largest shareholders with no concerns raised. The pay program is heavily weighted toward performance-based and variable compensation — the majority of CEO pay comes from performance stock awards tied to multi-year revenue growth and relative total shareholder return versus the Nasdaq Composite, with VCP I ending at 0% payout because stock price targets were not met, demonstrating that the performance conditions are real and rigorous. GEN's 3-year total shareholder return of +51.6% outperforms the peer group median of +35.3%, supporting the conclusion that above-benchmark incentive pay is aligned with shareholder outcomes; the company also maintains a comprehensive clawback policy covering both performance-based and time-based awards.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$5,202,083
Non-Audit Fees
$390,000
Non-audit fees (audit-related fees of $235,000 plus tax fees of $155,000 = $390,000) represent approximately 7.5% of audit fees ($5,202,083), well below the 50% threshold that would raise independence concerns. KPMG has served since 2002 (approximately 24 years), just below the 25-year threshold that would trigger a against vote, and is a Big 4 firm appropriate for a company of GEN's size and complexity. No material financial restatements were identified.
Overall Assessment
The 2026 GEN Digital annual meeting ballot contains three standard proposals: election of nine directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. All three proposals receive a FOR vote — GEN's strong 3-year total shareholder return outperforms its peer group, the pay program has meaningful performance conditions with VCP I concluding at zero payout, KPMG's non-audit fees are well within acceptable limits, and the prior say-on-pay vote passed with 93% support.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing