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| 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. | |
| Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September | |
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Board’s Role in Oversight of Company Strategy | | | | | 14 | | |
Information Security and Risk Oversight | | | | | 14 | | |
Board’s Role in Oversight of Human Capital Management | | | | | | | |
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| Date and Time: Tuesday, September at 9:00 a.m. Pacific Time | |||||||
| | Location: Meeting live via the internet by visiting www.virtualshareholdermeeting.com/ | | | Record Date: July 17, 2023 | |
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| Admission: | | | | | |||
| To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/ | |
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** | | |||||||||
| AC | | | CC | | | NGC | | | Tech | | | ||||||||||||||||||
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 | |
| = Member | | | C = Chair | |
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| | | | | | Director Since | | | | | | | | | | | | Committee Memberships* | | | Other Public Boards** | | |||||||||
Name | | | Age | | | Occupation | | | Independent | | | Diversity | | | AC | | | CC | | | NGC | | | Tech | | ||||||
Susan P. Barsamian | | | 63 | | | 2019 | | | Director | | | | | W D | | | | | | | | | | | | 2 | | ||||
Eric K. Brandt | | | 60 | | | 2020 | | | Director | | | | | | | | | | | | | | | | | | | 3 | | ||
Frank E. Dangeard | | | 64 | | | 2007 | | | Managing Partner, Harcourt | | | | | | | | | | | | | | | | | | 2 | | |||
Nora M. Denzel | | | 59 | | | 2019 | | | Director | | | | | W | | | | | | | | | | | | 3 | | ||||
Peter A. Feld | | | 43 | | | 2018 | | | Managing Member and Head of Research, Starboard Value LP | | | | | | | | | | | | | | | | | | 2 | | |||
Emily Heath | | | 48 | | | 2021 | | | Director | | | | | W D | | | | | | | | | | | | | 0 | | |||
Vincent Pilette | | | 50 | | | 2019 | | | Chief Executive Officer | | | | | | | | | | | | | | | | | | | | 0 | | |
Sherrese M. Smith | | | 50 | | | 2021 | | | Managing Partner, Paul Hastings | | | | | W D | | | | | | | | | | | | | 1 | |
CC = Compensation and Leadership Development | | | NGC = Nominating and Governance | |
| Tech = Technology and Cybersecurity | | | W = Woman | | | D = Underrepresented Community (Ethnic Diversity and/or LGBTQ+) |
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| | 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 | |
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| | 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 | | |
| | | Predetermined goals | | | | We reward performance that meets our | | |
| | | 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. | |
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| | 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. | |
FY23 Component | | | | Form of Compensation | | | Performance Period | | | Metrics and Performance Criteria | | | Details | | |||
| Base Salary | | | | Cash | | | Annual | | | NEO base salary changes reviewed annually by CEO (or | | | Page | | ||
| Executive Annual Incentive Plan | | | | Cash | | | Annual | | | Bookings growth with non-GAAP operating income as a threshold | | | Page | | ||
| Annual Equity Incentive Awards | | | | Performance-based Restricted Stock Unit | | | Vests at the end of a three-year period | | | 50% of PRUs vest in full at end of 50% of PRUs vest in full at end of | | | Page | | ||
| Restricted Stock Unit | | | Vests annually over three years | | | Service and time-based vesting. | | | Page | | ||||||
| Value Creation Program (VCP) Equity Incentive Awards | | | 100% PRUs | | | Vests at the end of | | | Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to | | | Page | | |||
| | | | 100% RSUs | | | Cliff | | | | | Page | |
Component | | | Metric(1) | | | Achievement (as a percentage of target) | | | Funding | |
FY22 Executive Annual Incentive Plan (EAIP) | | | FY22 non-GAAP operating income threshold goal | | | 113.1% | | | Threshold Goal Achieved | |
| | | FY22 Bookings | | | 100.3% | | | 105% | |
FY22 Performance-based Restricted Stock Units(2) | | | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | | | NA | | | NA | |
| | | 50% based on CAGR for revenue | | | NA | | | NA | |
FY21 Performance-based Restricted Stock Units(2) | | | 50% based on 3-year TSR relative to the Nasdaq Composite Index | | | NA | | | NA | |
| | | 50% based on CAGR for revenue | | | NA | | | NA | |
FY20 Performance-based Restricted Stock Units(2) | | | 3-year TSR relative to the S&P 500 | | | 193.06% | | | NA | |
Value Creation Program (VCP) Performance-based Restricted Stock Units(3) | | | Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured over a 4-year period | | | 0% to date | | | 0% to date | |
| Component(1) | | | | Metric | | | Achievement of target or application of modifier | | | Executive Officer Funding | |
| FY23 Executive Annual Incentive Plan (EAIP) | | | | FY23 non-GAAP operating income threshold goal, which must be achieved prior to any payout | | | 124.0% | | | Goal Achieved | |
| FY23 bookings growth | | | 99.2% | | | 77% | | ||||
| DEI modifier (applied after determining payout based on FY23 bookings growth) | | | ✓ | | | +10% | | ||||
| FY23 Performance-based Restricted Stock Units | | | | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | | | NA | | | NA | |
| 50% based on average bookings growth and average non-GAAP operating margin >50% | | | NA | | | NA | | ||||
| FY21 Performance-based Restricted Stock Units(2) | | | | 50% based on 3-year TSR relative to the Nasdaq Composite Index | | | 60.5% Rank | | | 142% | |
| 50% based on CAGR for revenue | | | 263.3% | | | 200% | | ||||
| Value Creation Program (VCP) Performance-based Restricted Stock Units | | | | Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured through the end of FY26 | | | 0% to date | | | 0% to date | |
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 | | |
Corporate Governance Board’s Role |
| | | | | | Director Since | | | | | | | | | | | | Committee Memberships | | | Other Public Boards* | | |||||||||
Name | | | Age | | | Occupation | | | Independent | | | Diversity | | | AC | | | CC | | | NGC | | | Tech | | ||||||
Susan P. Barsamian | | | 63 | | | 2019 | | | Director | | | | | W D | | | | | | | | | | | | 2 | | ||||
Eric K. Brandt | | | 60 | | | 2020 | | | Director | | | | | | | | | | | | | | | | | | | 3 | | ||
Frank E. Dangeard | | | 64 | | | 2007 | | | Managing Partner, Harcourt | | | | | | | | | | | | | | | | | | 2 | | |||
Nora M. Denzel | | | 59 | | | 2019 | | | Director | | | | | W | | | | | | | | | | | | 3 | | ||||
Peter A. Feld | | | 43 | | | 2018 | | | Managing Member and Head of Research, Starboard Value LP | | | | | | | | | | | | | | | | | | 2 | | |||
Emily Heath | | | 48 | | | 2021 | | | Director | | | | | W D | | | | | | | | | | | | | 0 | | |||
Vincent Pilette | | | 50 | | | 2019 | | | Chief Executive Officer | | | | | | | | | | | | | | | | | | | | 0 | | |
Sherrese M. Smith | | | 50 | | | 2021 | | | Managing Partner, Paul Hastings | | | | | W D | | | | | | | | | | | | | 1 | |
| | | Age | | | Director Since | | | Independent | | | Diversity | | | | Committee Memberships* | | | | Other Public Boards** | | |||||||||
| AC | | | CC | | | NGC | | | Tech | | | ||||||||||||||||||
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 | |
| | | C = | |
| 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+) |
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| | Audit Committee | | |
| Current Members Our Audit Committee is currently comprised of Mr. Brandt, who is the chair, Memes. Denzel and Heath and Mr. Dangeard. Independence Our Board has unanimously determined that all Audit Committee members are independent as defined under current Nasdaq listing standards, and at least one member has financial sophistication as required pursuant to the Nasdaq listing standards. In addition, our Board has unanimously determined that Mr. Brandt qualifies as an “audit committee financial expert” under U.S. Securities and Exchange Commission (SEC) rules and regulations. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated. Meetings 9 meetings during fiscal year 2023. | | | Our Audit Committee oversees Gen’s accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of disclosure controls and internal control over financial reporting, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things: • Reviewing and discussing with Gen’s independent auditor and management Gen’s quarterly and annual financial statements, including any report or opinion by the independent auditors, and earnings releases. • Reviewing the adequacy and effectiveness of Gen’s accounting and financial reporting processes. • Appointing and, if necessary, terminating any independent registered public accounting firm engaged by Gen. • Reviewing and approving processes and procedures to ensure the continuing independence of Gen’s independent auditors. • Overseeing the internal audit function of Gen, including its independence and authority and the coordination of Gen’s internal audit function with its independent auditors. • Reviewing Gen’s practices with respect to financial and enterprise risk identification, assessment, monitoring and risk management and mitigation. • Reviewing Gen’s business continuity and disaster preparedness planning. • Reviewing any regulatory developments that could impact Gen’s risk identification, assessment, monitoring and risk management and mitigation. • Reviewing Gen’s ethics compliance program, including policies and procedures for monitoring compliance, areas of compliance risk (including any material compliance issues and/or risk exposure) and the implementation and effectiveness of Gen’s ethics and compliance program, and remediation plans developed by the Company to resolve any material compliance issues. • Directing and supervising investigations into any matters within the scope of its duties. • Retaining and terminating such auditors, outside counsel, experts, consultants and other advisors as it determines to be necessary or appropriate to perform its responsibilities. | |
| | Compensation and Leadership Development Committee | | |
| Current Members Our Compensation Committee is currently comprised of Mr. Feld, who is the chair, and Memes. Barsamian and Denzel. Independence The Board has determined that each current member of the Compensation and Leadership Development Committee is, and each member of our Nominating and Corporate Governance Committee during fiscal year 2023 was, independent within the meaning of Nasdaq’s Director independence standards. Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act of 1934 (Exchange Act). Meetings 5 meetings during fiscal year 2023. | | | Our Compensation Committee oversees our compensation policies and practices so that they firmly align with the interests of our stockholders; encourage a focus on Gen’s long-term success and performance; and incorporate sound corporate governance principles. It also oversees our human capital management practices and programs to attract, retain, and develop our executive officers. Its duties and responsibilities include, among other things: • Reviewing Gen’s executive and leadership development practices, which support Gen’s ability to retain and develop the executive and leadership talent required to deliver against Gen’s short term and long-term business strategies, including succession planning for the executive officers. • Reviewing and overseeing Gen’s human capital management policies, strategies and practices. • Reviewing Gen’s compensation policies, plans and programs to confirm they are: (i) designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of Gen and the interests of stockholders; (iii) consistent with a competitive framework; and (iv) support the achievement of Gen’s overall financial results and individual contributions. • Reviewing and recommending to the independent directors of our Board all compensation arrangements for our Chief Executive Officer. • Determining stock ownership guidelines for our Board and executive officers. • Reviewing Gen’s overall compensation and benefits plans and programs. • Administering our equity incentive and stock purchase plans. • Reviewing and recommending to the Board compensation for non-employee members of the Board. • Reviewing and approving policies and procedures relating to the perquisites of our executive officers. • Reviewing Gen’s compensation policies and practices, including non-executive programs, to confirm that such policies and practices are not reasonably likely to have a material adverse effect on Gen or encourage unnecessary risk-taking, and report the results of such review to the Board. • Reviewing and making recommendations to the Board regarding company policies on recoupment of incentive-based compensation. • Reviewing and making recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters. | |
| | Nominating and Governance Committee | | |
| Current Members Our Nominating and Governance Committee is currently comprised of Ms. Barsamian, who is the chair, and Ms. Smith and Messrs. Dangeard and Feld. Independence The Board has determined that each current member of the Nominating and Corporate Governance Committee is, and each member of our Nominating and Corporate Governance Committee during fiscal year 2023 was, independent within the meaning of Nasdaq’s Director independence standards. Meetings 3 meetings during fiscal year 2023. | | | Our Nominating and Governance Committee, Committee oversees the evaluation of the Board and its committees, oversees Gen’s corporate governance procedures and policies, including with respect to ESG and public policy matters, and ensures that they represent best practices and are in the best interests of Gen and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things: • Establishing the criteria and determining • Considering the size, composition and needs of the Board, determine future requirements and evaluate and recommending qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise. • Advising the Board on corporate governance matters and recommending to the Board appropriate or necessary actions to be taken by our company, the Board and the Board’s committees. • Identifying best corporate governance practices and developing and recommending to the Board a set of corporate governance guidelines applicable to our company. • Reviewing and assessing the adequacy of our company’s corporate governance policies, including this Committee’s charter, Gen’s Corporate Governance Guidelines and Code of Conduct, and recommending modifications to the Board as appropriate. • Overseeing and reviewing Gen’s policies and programs concerning: (i) public policy and (ii) political activities and expenditures, if any. • Overseeing and reviewing Gen’s programs, policies and practices and relevant risks and opportunities relating to environmental, social and governance issues and related disclosures, and making recommendations to the Board regarding the Company’s overall strategy with respect to ESG matters. • Monitoring compliance under the stock ownership guidelines as set by the Compensation Committee for the Board and executive officers. • Implementing and overseeing the processes for evaluating the Board, its committees and the CEO on an annual basis and report the results of such evaluations, including any recommendations for proposed changes, to the Board. • Overseeing the management of risks that may arise in connection with Gen’s governance structures, processes and other matters set forth in the Nominating and Governance Committee’s charter. | |
| | Technology and Cybersecurity Committee | | |
| Current Members Our Technology and Cybersecurity Committee is currently comprised of Ms. Heath, who is the chair, and Memes. Barsamian, Denzel and Smith, and Mr. Baudis. Meetings 3 meetings during fiscal year 2023. | | | Our Technology and Cybersecurity Committee assists our Board in its oversight of (i) the Company’s technology and information systems, including with respect to strategies, objectives, capabilities, initiatives, policies and investments, (ii) management’s responsibilities to regularly assess cybersecurity and privacy risks to the Company’s technology and information systems, as well as to the confidential or personal information of the Company, its customers and its partners, and (iii) management’s responsibilities with respect to the management of cybersecurity and privacy risk. Its duties and responsibilities include, among other things: • Overseeing the quality and effectiveness of Gen’s information security team, policies, procedures, controls and technologies, including, but not limited to, those related to enterprise privacy, data security and cybersecurity information technology risks. • Providing advice to the Board on privacy-related matters. • Reviewing and providing oversight on Gen’s data footprint, policies and procedures, and strategy. • Reviewing with management, Gen’s disaster recovery capabilities. • Overseeing Gen’s technology strategy, initiatives and investments, including major innovation efforts and intellectual property rights obtained through partnerships and acquisitions. • Monitoring the performance of Gen’s technology development in support of its overall business strategy and advise on strategic technological focus. • Overseeing the identification, monitoring, and evaluation of existing and emerging trends in technology that may affect Gen’s strategic plans, including monitoring of overall industry trends, competitors and technologies in adjacent areas and providing guidance on these areas. • Reviewing the key technical talent, skills, and organizational structure of Gen’s workforce supporting its cybersecurity and technology efforts. | |
| THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TEN NOMINATED DIRECTORS. | |
Name | | | Age | | | Principal Occupation | | | Director Since | | ||||||
Susan P. Barsamian | | | | | 63 | | | | Director | | | | | 2019 | | |
Eric K. Brandt | | | | | 60 | | | | Director | | | | | 2020 | | |
Frank E. Dangeard | | | | | 64 | | | | Managing Partner, Harcourt | | | | | 2007 | | |
Nora M. Denzel | | | | | 59 | | | | Director | | | | | 2019 | | |
Peter A. Feld | | | | | 43 | | | | Managing Member and Head of Research, Starboard Value LP | | | | | 2018 | | |
Emily Heath | | | | | 48 | | | | Director | | | | | 2021 | | |
Vincent Pilette | | | | | 50 | | | | CEO | | | | | 2019 | | |
Sherrese M. Smith | | | | | 50 | | | | Managing Partner, Paul Hastings | | | | | 2021 | | |
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 | | | 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) 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. | |
| Nora M. Denzel | | | 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 Memberships: • Nominating and Other Current Public Boards: • Green Dot Corporation Other Public Boards in the Last Five Years: • GCP Applied Technologies Inc. • 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: • |
| | | 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 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 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 | |
| | | Managing Partner, Paul Hastings LLC Age: 51 | | |||||
| Director Committee Memberships: • Nominating & Governance • Technology and Cybersecurity Other Current Public Boards: • Cable One, Inc. Other Public Boards in the Last Five Years: • |
| | | |
| Ondrej Vlcek | | | Age: 45 | | ||||
| Director Since: 2022 Other Current Public Boards: • None. Other Public Boards in the Last Five Years: • None. | | | | |
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 | |
| Total Number of Directors | | | | | | 9 | | | | |
| Gender: | | | Male | | | | | | Female | |
| Number of directors based on gender identity | | | 5 | | | | | | 4 | |
| Number of directors who identify in any of the categories below: | | | | | | | | | | |
| African American or Black | | | 0 | | | | | | 1 | |
| Asian | | | 1 | | | | | | 1 | |
| White | | | 4 | | | | | | 2 | |
| LGBTQ+ | | | | | | 1 | | | | |
2022 Annual Retainers: | | | | | | | ||||||||
2023 Annual Retainers: | | | | | | | ||||||||
All Non-Employee Directors | | | $ | 50,000 | | | | | $ | 50,000 | | | ||
Independent Chair | | | $ | 75,000 | | | | | $ | 100,000 | | | ||
Audit Committee Chair | | | $ | 15,000 | | | | | $ | 15,000 | | | ||
Compensation Committee Chair | | | $ | 15,000 | | | | | $ | 15,000 | | | ||
Nominating and Governance Committee Chair | | | $ | 10,000 | | | | | $ | 10,000 | | | ||
Technology and Cybersecurity Committee Chair | | | $ | 15,000 | | | | | $ | 10,000 | | | ||
Audit Committee Membership | | | $ | 5,000 | | | | | $ | 15,000 | | | ||
Compensation Committee Membership | | | $ | 10,000 | | | | | $ | 10,000 | | | ||
Nominating and Governance Committee Membership | | | $ | 5,000 | | | | | $ | 5,000 | | | ||
Technology and Cybersecurity Committee Membership | | | $ | 10,000 | | | | | $ | 5,000 | | |
2022 Annual Equity Awards: | | | | | | | |
All Non-Employee Directors | | | | $ | 260,000 | | |
| | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1)(2)(3) | | Total ($) | | | Fees Earned or Paid in Cash ($)(1)(2) | | Stock Awards ($)(3) | | Total ($) | | ||||||||||||||||||||||||
Susan P. Barsamian | | | | 30,029 | | | | | 309,971 | | | | | 340,000 | | | | | | 98,333 | | | | | 368,806 | | | | | 467,139 | | | ||||||
Pavel Baudis(4) | | | | 25,000 | | | | | 259,988 | | | | | 284,988 | | | ||||||||||||||||||||||
Eric K. Brandt | | | | 30,029 | | | | | 309,971 | | | | | 340,000 | | | | | | 73,333 | | | | | 368,806 | | | | | 442,139 | | | ||||||
Frank E. Dangeard | | | | 95,029 | | | | | 309,971 | | | | | 405,000 | | | | | | 180,833 | | | | | 368,806 | | | | | 549,639 | | | ||||||
Nora M. Denzel | | | | 80,008 | | | | | 259,992 | | | | | 340,000 | | | | | | 73,333 | | | | | 368,806 | | | | | 442,139 | | | ||||||
Peter A. Feld | | | | 30,029 | | | | | 309,971 | | | | | 340,000 | | | | | | 98,333 | | | | | 368,806 | | | | | 467,139 | | | ||||||
Kenneth Y. Hao | | | | 29 | | | | | 309,971 | | | | | 310,000 | | | ||||||||||||||||||||||
Kenneth Y. Hao(5) | | | | 20,851 | | | | | 108,817 | | | | | 129,668 | | | ||||||||||||||||||||||
Emily Heath | | | | 30,029 | | | | | 309,971 | | | | | 340,000 | | | | | | 98,333 | | | | | 368,806 | | | | | 467,139 | | | ||||||
Sherrese M. Smith | | | | 10,029 | | | | | 309,971 | | | | | 320,000 | | | | | | 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 | | |
| THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE | |
| THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2 | |
Fees Billed to NortonLifeLock | | FY22 | | FY21 | | |||||||||||||||||||||
Fees Billed to Gen | | FY23 | | FY22 | | |||||||||||||||||||||
Audit fees(1) | | | $ | 5,395,309 | | | | $ | 7,021,702 | | | | | $ | 7,904,033 | | | | $ | 5,395,309 | | | ||||
Audit related fees(2) | | | $ | 122,000 | | | | | — | | | | | $ | — | | | | $ | 122,000 | | | ||||
Tax fees(3) | | | $ | 102,852 | | | | $ | 238,925 | | | | | $ | 20,668 | | | | $ | 102,852 | | | ||||
All other fees(4) | | | $ | 362,000 | | | | | — | | | | | $ | — | | | | $ | 362,000 | | | ||||
Total fees | | | $ | 5,982,161 | | | | $ | 7,260,627 | | | | | $ | 7,924,701 | | | | $ | 5,982,161 | | |
| THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3 | |
| | | Fiscal 2022 (%) | | | Fiscal 2021 (%) | | | Fiscal 2020 (%) | | |||||||||
Gross Burn Rate(1) | | | | | 0.71 | | | | | | 1.00 | | | | | | 2.47 | | |
Net Burn Rate(2) | | | | | 0.53 | | | | | | 0.74 | | | | | | 0.52 | | |
Equity Overhang(3) | | | | | 4.00 | | | | | | 4.32 | | | | | | 5.40 | | |
Fiscal Year | | | Option Awards Granted | | | Time- Based Options Granted | | | Performance- Based Options Granted(1) | | | Performance- based Options Earned | | | Total Full- Value Awards Granted | | | Time- Based RSUs Granted | | | PRUs Granted(1) | | | PRUs Earned | | ||||||||||||||||||||||||
2022 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,730,293 | | | | | | 4,149,490 | | | | | | 2,580,803 | | | | | | 150,132 | | |
2021 | | | | | — | | | | | | — | | | | | | — | | | | | | 975,000 | | | | | | 4,628,315 | | | | | | 3,664,543 | | | | | | 963,772 | | | | | | 2,078,155 | | |
2020 | | | | | 1,625,000 | | | | | | — | | | | | | 1,625,000 | | | | | | 650,000(2) | | | | | | 14,421,293 | | | | | | 12,449,867 | | | | | | 1,971,426 | | | | | | 971,522 | | |
| THE BOARD RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY “ONE YEAR” UNDER PROPOSAL NO. 4 | |
| |
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 | | |||
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 | | | | | 63,970,609 | | | | | | 11.2% | | |
Capital World Investors(2) 333 South Hope Street, Los Angeles, CA 90071 | | | | | 53,009,164 | | | | | | 9.3% | | |
BlackRock, Inc.(3) 55 East 52nd Street, New York, NY 10055 | | | | | 46,285,465 | | | | | | 8.1% | | |
| | | 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% | | |
| | | Shares Beneficially Owned | | |||||||||
Name | | | Number | | | Percent | | ||||||
Peter A. Feld(1) | | | | | 16,756,680 | | | | | | 2.9% | | |
Vincent Pilette(2) | | | | | 1,355,361 | | | | | | * | | |
Frank E. Dangeard | | | | | 141,477 | | | | | | * | | |
Kenneth Y. Hao(3) | | | | | 88,211 | | | | | | * | | |
Bryan S. Ko | | | | | 159,242 | | | | | | * | | |
Susan P. Barsamian(4) | | | | | 47,444 | | | | | | * | | |
Eric K. Brandt(5) | | | | | 29,326 | | | | | | * | | |
| | | Shares Beneficially Owned | | |||||||||
Name | | | Number | | | Percent | | ||||||
Natalie M. Derse | | | | | 54,223 | | | | | | * | | |
Nora M. Denzel | | | | | 26,148 | | | | | | * | | |
Sherrese M. Smith | | | | | 15,250 | | | | | | * | | |
Emily Heath | | | | | 14,761 | | | | | | * | | |
All Current Directors and Executive Officers as a Group (11 Persons) | | | | | 18,688,123 | | | | | | 3.3% | | |
| | | Shares Beneficially Owned | | |||||||||
Name | | | Number | | | Percent | | ||||||
Pavel Baudis(1) | | | | | 49,816,185 | | | | | | 7.8% | | |
Peter A. Feld(2) | | | | | 18,974,715 | | | | | | 3.0% | | |
Ondrej Vlcek(3) | | | | | 4,006,559 | | | | | | * | | |
Vincent Pilette(4) | | | | | 1,664,920 | | | | | | * | | |
Bryan S. Ko | | | | | 271,025 | | | | | | * | | |
Natalie M. Derse | | | | | 182,633 | | | | | | * | | |
Frank E. Dangeard | | | | | 149,172 | | | | | | * | | |
Susan P. Barsamian(5) | | | | | 55,139 | | | | | | * | | |
Eric K. Brandt(6) | | | | | 34,336 | | | | | | * | | |
Nora M. Denzel | | | | | 31,158 | | | | | | * | | |
Sherrese M. Smith | | | | | 22,945 | | | | | | * | | |
Emily Heath | | | | | 22,456 | | | | | | * | | |
All Current Directors and Executive Officers as a Group (12 Persons) | | | | | 75,231,243 | | | | | | 11.8% | | |
Named Executive Officer | | | Title | |
Vincent Pilette | | | Chief Executive Officer (CEO) | |
| | | ||
| | Chief Financial Officer (CFO) | | |
Bryan Ko | | | Chief Legal Officer, Corporate Secretary and Head of Corporate Affairs | |
| Drive Business Success | | | | Our executive compensation program is designed to drive our success as a market leader in | |
| 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. | |
Component | | | Metric(1) | | | Achievement (as a percentage of target) | | | Funding | |
FY22 Executive Annual Incentive Plan (EAIP) | | | FY22 Non-GAAP operating income threshold goal | | | 113.1% | | | Threshold Goal Achieved | |
| | | FY22 Bookings | | | 100.3% | | | 105% | |
FY22 Performance-based Restricted Stock Units(2) | | | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | | | NA | | | NA | |
| | | 50% based on CAGR for revenue | | | NA | | | NA | |
FY21 Performance-based Restricted Stock Units(2) | | | 50% based on 3-year TSR relative to the Nasdaq Composite Index | | | NA | | | NA | |
| | | 50% based on CAGR for revenue | | | NA | | | NA | |
FY20 Performance-based Restricted Stock Units(2) | | | 3-year TSR relative to the S&P 500 | | | 193.06% | | | NA | |
Value Creation Program (VCP) Performance-based Restricted Stock Units(3) | | | Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured over a 4-year period | | | 0% to date | | | 0% to date | |
| Component(1) | | | | Metric | | | Achievement of target or application of modifier | | | Executive Officer Funding | |
| FY23 Executive Annual Incentive Plan (EAIP) | | | | FY23 non-GAAP operating income threshold goal, which must be achieved prior to any payout | | | 124.0% | | | Goal Achieved | |
| FY23 bookings growth | | | 99.2% | | | 77% | | ||||
| DEI modifier (applied after determining payout based on FY23 bookings growth) | | | ✓ | | | +10% | | ||||
| FY23 Performance-based Restricted Stock Units | | | | 50% based on 3-year total shareholder return (TSR) relative to the Nasdaq Composite Index | | | NA | | | NA | |
| 50% based on average bookings growth and average non-GAAP operating margin >50% | | | NA | | | NA | | ||||
| FY21 Performance-based Restricted Stock Units(2) | | | | 50% based on 3-year TSR relative to the Nasdaq Composite Index | | | 60.5% Rank | | | 142% | |
| 50% based on CAGR for revenue | | | 263.3% | | | 200% | | ||||
| Value Creation Program (VCP) Performance-based Restricted Stock Units | | | | Share price appreciation targets, subject to applicable TSR gates relative to the Nasdaq Composite Index, measured through the end of FY26 | | | 0% to date | | | 0% to date | |
|
| | 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 | | |
| | | Predetermined goals | | | | We reward performance that meets our | | |
| | | 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. | |
|
| | 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. | |
| FY23 Component | | | | Form of Compensation | | | Performance Period | | | Metrics and Performance Criteria | | | Details | |
| Base Salary | | | | Cash | | | Annual | | | NEO base salary changes reviewed annually by CEO (or Compensation Committee for CEO changes). | | | Page 58 | |
| Executive Annual Incentive Plan | | | | Cash | | | Annual | | | Bookings growth with non-GAAP operating income as a threshold goal and subject to a DEI modifier. | | | Page 58 | |
| 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 FY25 based on achievement of our 3-year relative TSR versus the Nasdaq Composite Index. | | | Page 61 | |
| | | | | | | 50% of PRUs vest in full at end of FY25 based on average bookings growth and average non-GAAP operating margin >50% over a multi-year period. | | | | | ||||
| Restricted Stock Unit (RSUs) | | | Vests annually over three years | | | Service and time-based vesting. | | | Page 64 | | ||||
| Value Creation Program (VCP) Equity Incentive Awards (CEO and President only) | | | | 100% PRUs | | | Vests at the end of FY26 | | | Vests in full at end of FY26 based on achievement of certain challenging share price appreciation targets, ranging from $35 to $60 per share, over the performance period, subject to performance gates related to our relative TSR versus the Nasdaq Composite Index. | | | Page 65 | |
| Investment Match Stock Award (President only) | | | | 100% RSUs | | | Cliff vests at the end of a three-year period | | | 100% cliff vests at the end of a three-year period, subject to our President and his foundation not selling any of their Gen common stock during this period. | | | Page 67 | |
Base Salary | |||||||||||||
| Philosophy | | | | Provide fixed compensation to attract and retain key executives. | |
| Considerations | | | | Salary reviewed and set annually by the Compensation Committee. | |
| Role and responsibilities (including with respect to the combined company), past and anticipated future contributions, positioning relative to our compensation peer group, | | ||||
| Annual review by CEO for other executives. | |
| 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 | | ||||
| Target Amount Considerations | | | Role and responsibilities (including with respect to the combined company), past and anticipated future contributions, positioning relative to our compensation peer | | |
| Desired market position for each NEO. | |||||
| ||||||
| Award Design Considerations | | | | We believe these program metrics strongly correlate with stockholder value creation, are transparent to investors, | |
| These metrics | | ||||
| Financial and operating performance payout curves set to substantially drive increased customer subscriptions and profit | | ||||
| DEI goals were intended to be clear and actionable and intended to drive accountability at the management level. | | ||||
| Performance Conditions | | | | Bookings 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 | | ||||
| Provide meaningful and appropriate incentives for our | | ||||
| Reward NEOs for creating stockholder value over the long term. | | ||||
| Grant Mix | | | | Equity awards are a mix of PRUs and | |
| Target Amount Considerations | | | NEO’s role and responsibilities (including with respect to | ||
|
| 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 | | ||||
| 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 | |
| 50% of PRUs vest in full at end of 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 | |
| Philosophy and Award Design Consideration | | | Further, drive sustained shareholder value creation and | | |
| Aligns CEO’s and President’s long-term incentives with the rest of the executive leadership team that received VCP awards in December 2021. Provide one-time retention incentives to our leadership team in connection with | | ||||
| Utilize aggressive share price appreciation hurdles that, if fully achieved, would more than double our current market capitalization, encouraging extraordinary outperformance to increase enterprise value and create significant return for shareholders. | | ||||
| Grant Mix | | | 100% PRUs. | | |
| | | 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 | | ||
| Vesting Conditions | | | PRUs | |
| Philosophy | | | Reward our President for investing in Gen and subject our President and his foundation’s equity awards to a three-year holding requirement to incentivize long term stockholder value creation and alignment with stockholder interests. Under the terms of this award, should our President choose to sell any of the shares he owns or are owned in his foundation, this award would be forfeited in its entirety. | | |
| Grant Mix | | | | 100% RSUs. | |
| Target Amount Considerations | | | | Factors used to determine target award amounts include the amount of unvested equity held by our President and the value of the award relative to our President’s initial $10 million open market purchase of Gen shares. | |
| Award Design Consideration | | | | Multi-year vesting and 3-year stock holding requirement applicable to our President’s initial $10 million open market purchase of Gen common stock and all owned and purchased Gen equity during the same 3-year period to encourage long-term retention and stockholder value creation. As of June 15, 2023, the total value of the holding requirement is approximately $84 million. | |
| Vesting Conditions | | | | RSUs will only vest subject to a three-year cliff vesting requirement, and our President and his foundation not selling any of their Gen common stock during this period. | |
Named Executive Officer | | FY21 Annual Salary ($) | | Change in Salary (%) | | FY22 Annual Salary ($) | | | FY22 Annual Salary ($) | | Change in Salary (%) | | FY23 Annual Salary ($) | | ||||||||||||||||||||||||
Vincent Pilette | | | | 825,000 | | | | | 9.09% | | | | | 900,000 | | | | | | 900,000 | | | | | 5.6% | | | | | 950,000 | | | ||||||
Ondrej Vlcek | | | | N/A | | | | | N/A | | | | | 771,828 | | | ||||||||||||||||||||||
Natalie Derse | | | | 475,000 | | | | | 5.26% | | | | | 500,000 | | | | | | 500,000 | | | | | 10% | | | | | 550,000 | | | ||||||
Bryan Ko | | | | 480,000 | | | | | 4.17% | | | | | 500,000 | | | | | | 500,000 | | | | | 6% | | | | | 530,000 | | |
Named Executive Officer | | FY22 Individual Incentive Target (%) | | FY22 Target ($) | | | FY23 Individual Incentive Target (%) | | FY23 Target ($) | | ||||||||||||||||
Vincent Pilette | | | | 125 | | | | | 1,125,000 | | | | | | 125 | | | | | 1,187,500 | | | ||||
Ondrej Vlcek | | | | 100 | | | | | 771,828 | | | |||||||||||||||
Natalie Derse | | | | 80 | | | | | 400,000 | | | | | | 80 | | | | | 440,000 | | | ||||
Bryan Ko | | | | 80 | | | | | 400,000 | | | | | | 80 | | | | | 424,000 | | |
| Measure | | | | Definition | | | Purpose | |
| Bookings Growth | | | | “Bookings,” as described in Reconciliations” in this proxy statement. | | | Bookings aligns to | |
| Non-GAAP Operating Income (Threshold | | | | “Non-GAAP operating income,” as described in | | | Non-GAAP operating income aligns to our long-term business model to increase | |
| | | Bookings Percent of Plan(1) | | | Funding (%) | | ||||||
Threshold | | | | | 97% | | | | | | 0% | | |
Target | | | | | 100% | | | | | | 100% | | |
Max | | | | | 105% | | | | | | 200% | | |
NEO | | Base Salary ($) | | Annual Incentive Target (%) | | Company Performance Funding Achievement (%) | | Individual Payout Amount ($) | | | Base Salary ($) | | Annual Incentive Target (%) | | Company Performance Funding Achievement (%) | | DEI Modifier (%)(+/-) | | Individual Payout Amount ($) | | ||||||||||||||||||||||||||||||||||||
Vincent Pilette | | | | 900,000 | | | | | 125 | | | | | 105 | | | | | 1,181,250 | | | | | | 950,000 | | | | | 125 | | | | | 77 | | | | | 10 | | | | | 1,005,813 | | | |||||||||
Ondrej Vlcek | | | | 771,828 | | | | | 100 | | | | | 77 | | | | | 0 | | | | | 297,154(1) | | | ||||||||||||||||||||||||||||||
Natalie Derse | | | | 500,000 | | | | | 80 | | | | | 105 | | | | | 420,000 | | | | | | 550,000 | | | | | 80 | | | | | 77 | | | | | 10 | | | | | 372,680 | | | |||||||||
Bryan Ko | | | | 500,000 | | | | | 80 | | | | | 105 | | | | | 420,000 | | | | | | 530,000 | | | | | 80 | | | | | 77 | | | | | 10 | | | | | 359,128 | | |
| Metric | | | | Measurement Period | | | Metric Objective (50% of Target) | | | Vesting Conditions | |
| 3-year relative TSR vs. Nasdaq Composite Index | | | FY23-FY25 | | | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | | | Earned portion vests at end of | | |
| 2-year | | | | Measured over | | | Measures | | | Earned portion vests at end of | |
| FY23 Bookings Growth % + Operating Margin % >50% | | | FY23 3-Year Relative TSR PRU Component | |
| | | |
NEO | | | FY22 PRU Award Amount (#) | | | FY22 PRU Grant Date Fair Value ($) | | ||||||
Vincent Pilette | | | | | 266,828 | | | | | | 7,687,315 | | |
Natalie Derse | | | | | 82,100 | | | | | | 2,365,301 | | |
Bryan Ko | | | | | 82,100 | | | | | | 2,365,301 | | |
NEO | | | FY23 PRU Award Amount (#) | | | FY23 PRU Grant Date Fair Value ($) | | ||||||
Vincent Pilette | | | | | 255,236 | | | | | | 7,937,839 | | |
Ondrej Vlcek | | | | | 195,068 | | | | | | 5,463,855 | | |
Natalie Derse | | | | | 73,862 | | | | | | 2,440,400 | | |
Bryan Ko | | | | | 68,182 | | | | | | 2,252,733 | | |
| Metric | | | | Measurement Period | | | Metric Objective (50% of Target) | | | Actual Performance | | | % Of Target Achievement | |
| 3-year relative TSR vs. Nasdaq | | | | FY21-FY23 | | | Measures our long-term performance against companies in the Nasdaq to drive enterprise value creation. | | | 60.5% Rank | | | 142% | |
| 3-year CAGR for revenue | | | | Measured over two-year period from FY21-FY22, with an additional fiscal year (FY23) to achieve this goal if it is not satisfied over such two-fiscal year period | | | Measures achievement of our three-year performance growth rate designed to enhance long-term value of the Company. | | | 263.3% | | | 200% | |
| | | | | | | | Total Final Achievement | | | 171% | |
| | | |
NEO | | FY21 PRU Award Amount (#) | | FY21 PRU Grant Date Fair Value ($) | | | FY21 PRU Award Target Amount (#) | | FY21 PRUs Earned (#) | | |||||||||||||
Vincent Pilette | | | | 250,166 | | | | | 6,893,324 | | | | | | 250,166 | | | 427,997 | | ||||
Natalie Derse | | | | 103,912 | | | | | 3,003,576 | | | | | | 103,912 | | | 177,778 | | ||||
Bryan Ko | | | | 73,578 | | | | | 2,027,442 | | | | | | 73,578 | | | 125,881 | |
NEO | | | FY22 RSU Award Amount (#) | | | Grant Date Fair Value ($) | | | Vesting Criteria(1) | |
Vincent Pilette | | | 177,885 | | | 3,749,816 | | | 33%/33%/34% | |
Natalie Derse | | | 54,734 | | | 1,153,793 | | | 33%/33%/34% | |
Bryan Ko | | | 54,734 | | | 1,153,793 | | | 33%/33%/34% | |
NEO | | | FY23 RSU Award Amount (#) | | | Grant Date Fair Value ($) | | | Vesting Criteria(1) | | ||||||
Vincent Pilette | | | | | 170,157 | | | | | | 3,925,522 | | | | 33%/33%/34% | |
Ondrej Vlcek | | | | | 130,045 | | | | | | 2,702,335 | | | | 33%/33%/34% | |
Natalie Derse | | | | | 49,241 | | | | | | 1,206,897 | | | | 33%/33%/34% | |
Bryan Ko | | | | | 45,454 | | | | | | 1,114,078 | | | | 33%/33%/34% | |
NEO | | | VCP PRU Award Amount (#) | | | Grant Date Fair Value ($) | | | VCP RSU Award Amount (#) | | | Grant Date Fair Value ($) | | ||||||||||||
Natalie Derse | | | | | 209,251 | | | | | | 5,982,486 | | | | | | 69,750 | | | | | | 1,696,320 | | |
Bryan Ko | | | | | 209,251 | | | | | | 5,982,486 | | | | | | 69,750 | | | | | | 1,696,320 | | |
NEO | | | VCP PRU Award Amount (#) | | | Target Value ($)(1) | | | Grant Date Fair Value ($) | | |||||||||
Vincent Pilette | | | | | 425,393 | | | | | | 9,813,817 | | | | | | 11,472,849 | | |
Ondrej Vlcek | | | | | 325,113 | | | | | | 6,755,848 | | | | | | 6,177,147 | | |
| Performance Levels | | | | Share Price Targets | | | rTSR Gates | | | VCP PRU Payout % | |
| Below Threshold | | | | Below $35/per share results in no payout | | | Below | | | 0% | |
| Threshold | | | | $35/per share (Equal to | | | At least | | | 50% | |
| Target | | | | $40/per share (Equal to | | | At least | | | 100% | |
Above Target | | | | $50/per share (Equal to | | | At least | | | 200% | | |
| Maximum | | | | $60/per share (Equal to ~160% appreciation and ~189% appreciation of our stock at the time of grant for our CEO and President, respectively) | | | At least 50th percentile ranking required for payout over 100% | | | 300% | |
| Element | | | | Rationale | |
| Share Price Targets | | | Directly reflects sustained and ambitious enterprise value creation by establishing rigorous stock price goals above the grant price | | |
| Aligns the interests of participating NEOs with the interests of our stockholders by creating significant returns | | ||||
| rTSR Gates using Nasdaq Composite Index as reference group | | | | Even if our stock price appreciates and Share Price Targets are achieved, there is no payout if our stock price is not aligned with the stock price growth of the Nasdaq Composite Index | |
| Nasdaq Composite Index represents a broad representation of the potential opportunity cost of investing in | | ||||
Value Creation | | | | NEOs only receive a payout if they create extraordinary value for our stockholders | | |
| As of June 15, 2023, achievement of the threshold ($35), target ($40), above target ($50), and maximum stock price targets ($60) represent an 86%, 112%, 165%, and 218% increase in our stock price, respectively. | | ||||
| Multi-Year Performance Period | | | | Promotes long-term stock price growth and enterprise value creation | |
| Aligns the interests of participating NEOs with the interests of our stockholders | | ||||
| 100% Cliff Vesting; Service Required through Last Day of the Performance Period | | | | Promotes long-term retention, as no PRUs vest prior to the completion of the | |
| Aligns the interests of participating NEOs with the interests of our stockholders | |
FY23 Benefit | | | | Philosophy and Rationale | | |
| 401k Plan with Company matching Health and Dental Coverage Life Insurance Disability Insurance Unlimited Time Off | | | | Provides our NEOs with competitive broad-based employee benefits on the same terms as are generally available to the majority of our employees. | |
| Nonqualified deferred compensation plan | | | | Provides our U.S.-based executive officers the opportunity to defer compensation in excess of the amounts that are legally permitted to be deferred. | |
| The plan is described further under “Non-Qualified Deferred Compensation in Fiscal | | ||||
| Reimbursement for up to $10,000 for financial planning services. | | | | Provides financial planning assistance given the complexity of executive officer compensation and financial arrangements to allow executives to concentrate on responsibilities and our future success. | |
| Severance and Change of Control Philosophy | | | | | |
| Attract and Retain Executives | | | | Intended to ease an NEO’s transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction. | |
| Align Interests with Stockholders | | | | Mitigate any potential employer liability and avoid future disputes or litigation; retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives. | |
| At-will Employment | | | | The employment of our NEOs is “at will,” meaning we can terminate them at any time and they can terminate their employment with us at any time. | |
| Amount and Conditions for Severance | | | | Severance arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave | |
| Acceleration upon Death or Disability | | | | PRU and RSU acceleration is consistent with the practice of many of our peers and encourages our employees to remain employed with us. | |
| Double-Trigger Acceleration | | | | “Double-trigger” provisions promote morale and productivity and encourage executive retention in the event of a corporate transaction. | |
| Executive Severance Plan | | | | Provides for cash severance and other benefits where the individual’s employment is terminated without cause outside of the change in control context, contingent on execution of an acceptable release. | |
| Executive Retention Plan | | | | Provides for double trigger acceleration of vesting of equity awards and cash severance benefits where the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after a change in control, contingent on execution of an acceptable release; no “golden parachute” excise tax gross-ups. | |
| Policy | | | | Considerations | | | Material Features | |
| Stock Ownership Guidelines | | | | Promote stock ownership in More closely align the interests of our executive officers with those of our stockholders. | | | 6x base salary for 3x base salary for CFO. 2x base salary for other Section 16 officers (except CAO). 1x base salary for CEO’s extended leadership team. 5 years from executive officer designation to comply. During 5-year transition period, must retain at least 50% of net-settled equity award shares until ownership requirement is met. Includes shares owned outright, excludes stock options and unvested PRUs and RSUs. As of June 15, | |
| Policy | | | | Considerations | | | Material Features | |
| Anti-Hedging Policies | | | | Permitting hedging is viewed as a poor pay program practice, as it insulates executives from stock price movement and reduces alignment with stockholders. This policy was established in part to avoid potential or apparent conflict of interests resulting from bets against or hedges regarding our performance. | | | With limited exceptions for pre-existing arrangements, all directors and employees, including executive officers, are prohibited from short-selling company stock or engaging in transactions involving company-based derivative securities. “Derivative Securities” are options, warrants, convertible securities, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as company stock. This prohibition includes, but is not limited to, trading in company-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls, equity swaps, collars, exchange funds, transacting in straddles and the like). Holding and exercising options or other derivative securities granted under Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. | |
| Anti-Pledging Policies | | | | Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | | | Covered persons are prohibited from holding company securities in a margin account or pledging company securities as collateral for a loan. | |
| Insider Trading Policy | | | | Prohibit corporate insiders from taking advantage of material non-public information. | | | CEO, President and CFO Prohibits the purchase or sale of securities while in possession of material non-public information. | |
| |||||||||
Clawback Policy | | | | Permit us to recoup performance-based cash and equity awards when such awards were not properly earned or when executives have engaged in inappropriate actions. | | | Applies to all executive officers. Allows recoupment of performance-based cash and equity awards if (i) we are required to restate our financial statements due to fraud or intentional misconduct or (ii) an executive officer violates certain company policies, including | | |
| Stockholder Approval Policy for Severance Arrangements | | | Reflects the Compensation Committee’s | | | The Board will seek stockholder approval before the Company enters into any new employment agreement, severance agreement or similar arrangement with any executive officer of the Company, or before the Board or the Compensation Committee establishes any new severance plan or policy covering any executive officer of the Company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus. | |
| | | | | | ||||||
| | | | | SS&C Technologies Holdings, Inc. | | |||||
| | | | | | ||||||
| | | F5 Networks, Inc. | | | TransUnion | | ||||
| | | | | Workday, Inc.* | | |||||
| CrowdStrike Holdings, Inc.* | | | GoDaddy Inc. | | | | | |||
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Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Vincent Pilette | | | | | 2022 | | | | | | 885,577 | | | | | | — | | | | | | 11,437,131 | | | | | | 1,181,250 | | | | | | 13,547 | | | | | | 13,517,505 | | |
Chief Executive Officer & President | | | | | 2021 | | | | | | 753,974 | | | | | | 1,300,000 | | | | | | 10,278,897 | | | | | | 1,485,000 | | | | | | 11,703 | | | | | | 13,829,574 | | |
| | | 2020 | | | | | | 568,750 | | | | | | — | | | | | | 19,446,262 | | | | | | 552,500 | | | | | | 28,979 | | | | | | 20,596,491 | | | ||
Natalie M. Derse | | | | | 2022 | | | | | | 495,192 | | | | | | — | | | | | | 11,197,900 | | | | | | 420,000 | | | | | | 8,678 | | | | | | 12,121,770 | | |
Chief Financial Officer | | | | | 2021 | | | | | | 339,946 | | | | | | — | | | | | | 5,393,552 | | | | | | 570,000 | | | | | | 8,534 | | | | | | 6,312,032 | | |
Bryan S. Ko | | | | | 2022 | | | | | | 496,154 | | | | | | — | | | | | | 11,197,900 | | | | | | 420,000 | | | | | | 16,330 | | | | | | 12,130,384 | | |
Chief Legal Officer, Secretary and Head of Corporate Affairs | | | | | 2021 | | | | | | 472,615 | | | | | | — | | | | | | 3,023,197 | | | | | | 576,000 | | | | | | 16,553 | | | | | | 4,088,365 | | |
| | | 2020 | | | | | | 123,333 | | | | | | 1,000,000 | | | | | | 4,490,760 | | | | | | 82,938 | | | | | | 4,241 | | | | | | 5,701,272 | | |
Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Vincent Pilette Chief Executive Officer & President | | | | | 2023 | | | | | | 940,385 | | | | | | — | | | | | | 23,336,211 | | | | | | 1,005,813 | | | | | | 8,956 | | | | | | 25,291,365 | | |
| | | 2022 | | | | | | 885,577 | | | | | | — | | | | | | 11,437,131 | | | | | | 1,181,250 | | | | | | 13,547 | | | | | | 13,517,505 | | | ||
| | | 2021 | | | | | | 753,974 | | | | | | 1,300,000 | | | | | | 10,278,897 | | | | | | 1,485,000 | | | | | | 11,703 | | | | | | 13,829,574 | | | ||
Ondrej Vlcek President | | | | | 2023 | | | | | | 387,196(4) | | | | | | — | | | | | | 17,507,192 | | | | | | 297,154 | | | | | | — | | | | | | 18,191,542 | | |
Natalie M. Derse Chief Financial Officer | | | | | 2023 | | | | | | 540,385 | | | | | | — | | | | | | 3,647,297 | | | | | | 372,680 | | | | | | 6,981 | | | | | | 4,567,343 | | |
| | | 2022 | | | | | | 495,192 | | | | | | — | | | | | | 11,197,900 | | | | | | 420,000 | | | | | | 8,678 | | | | | | 12,121,770 | | | ||
| | | 2021 | | | | | | 339,946 | | | | | | — | | | | | | 5,393,552 | | | | | | 570,000 | | | | | | 8,534 | | | | | | 6,312,032 | | | ||
Bryan S. Ko Chief Legal Officer, Secretary and Head of Corporate Affairs | | | | | 2023 | | | | | | 524,231 | | | | | | — | | | | | | 3,366,811 | | | | | | 359,128 | | | | | | 10,598 | | | | | | 4,260,768 | | |
| | | 2022 | | | | | | 496,154 | | | | | | — | | | | | | 11,197,900 | | | | | | 420,000 | | | | | | 16,330 | | | | | | 12,130,384 | | | ||
| | | 2021 | | | | | | 472,615 | | | | | | — | | | | | | 3,023,197 | | | | | | 576,000 | | | | | | 16,553 | | | | | | 4,088,365 | | |
Name | | Maximum Outcome of Performance Conditions Fair Value for FY22 ($) | | Market-Related Component Fair Value for FY22 ($) | | Maximum Outcome of Performance Conditions Fair Value for FY21 ($) | | Market-Related Component Fair Value for FY21 ($) | | Maximum Outcome of Performance Conditions Fair Value for FY20 ($) | | Market-Related Component Fair Value for FY20 ($) | | | Maximum Outcome of Performance Conditions Fair Value for FY23 ($) | | Market-Related Component Fair Value for FY23 ($) | | Maximum Outcome of Performance Conditions Fair Value for FY22 ($) | | Market-Related Component Fair Value for FY22 ($) | | Maximum Outcome of Performance Conditions Fair Value for FY21 ($) | | Market-Related Component Fair Value for FY21 ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
Vincent Pilette | | | | 5,624,734 | | | | | 4,874,948 | | | | | 5,078,369 | | | | | 4,354,139 | | | | | 9,243,084 | | | | | 5,184,477 | | | | | | 5,888,295 | | | | | 16,466,542 | | | | | 5,624,734 | | | | | 4,874,948 | | | | | 5,078,370 | | | | | 4,354,139 | | | ||||||||||||
Ondrej Vlcek | | | | 4,053,513 | | | | | 9,614,245 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||
Natalie Derse | | | | 1,730,668 | | | | | 1,730,668 | | | | | 2,389,976 | | | | | 1,808,588 | | | | | — | | | | | — | | | | | | 1,810,358 | | | | | 1,535,222 | | | | | 1,730,668 | | | | | 7,482,453 | | | | | 2,389,976 | | | | | 1,808,588 | | | ||||||||||||
Bryan Ko | | | | 1,730,668 | | | | | 1,730,668 | | | | | 1,493,633 | | | | | 1,280,625 | | | | | — | | | | | 2,688,301 | | | | | | 1,671,141 | | | | | 1,417,163 | | | | | 1,730,668 | | | | | 7,482,453 | | | | | 1,493,633 | | | | | 1,280,625 | | |
| | Contribution Plans 401(k) and HSA ($) | | Tax Planning Services ($) | | Total ($) | | | Contribution Plans 401(k) ($) | | Financial Planning Services ($) | | Total ($) | | ||||||||||||||||||||||||
Vincent Pilette | | | | 7,251 | | | | | 6,296 | | | | | 13,547 | | | | | | 6,231 | | | | | 2,725 | | | | | 8,956 | | | ||||||
Ondrej Vlcek | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||
Natalie M. Derse | | | | 8,678 | | | | | — | | | | | 8,678 | | | | | | 6,981 | | | | | — | | | | | 6,981 | | | ||||||
Bryan S. Ko | | | | 6,280 | | | | | 10,050 | | | | | 16,330 | | | | | | 6,848 | | | | | 3,750 | | | | | 10,598 | | |
Name | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||
Vincent Pilette | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP-Cash | | | | | | | | — | | | | | | 1,125,000 | | | | | | 2,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PRU TSR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | 66,707 | | | | | | 133,414 | | | | | | 266,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,874,948 | | |
PRU CAGR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 133,414 | | | | | | 266,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,812,367 | | |
RSU | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 177,885 | | | | | | — | | | | | | — | | | | | | 3,749,816 | | |
Natalie M. Derse | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP-Cash | | | | | | | | — | | | | | | 400,000 | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
VCP PRU | | | 12/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | 104,623 | | | | | | 209,251 | | | | | | 418,502 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,982,486 | | |
VCP RSU | | | 12/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,750 | | | | | | — | | | | | | — | | | | | | 1,696,320 | | |
PRU TSR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | 20,525 | | | | | | 41,050 | | | | | | 82,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,499,967 | | |
PRU CAGR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,050 | | | | | | 82,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | 865,334 | | |
RSU | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,734 | | | | | | — | | | | | | — | | | | | | 1,153,793 | | |
Bryan S. Ko | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP-Cash | | | | | | | | — | | | | | | 400,000 | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
VCP PRU | | | 12/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | 104,623 | | | | | | 209,251 | | | | | | 418,502 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,982,486 | | |
VCP RSU | | | 12/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,750 | | | | | | — | | | | | | — | | | | | | 1,696,320 | | |
PRU TSR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | 20,525 | | | | | | 41,050 | | | | | | 82,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,499,967 | | |
PRU CAGR | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,050 | | | | | | 82,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | 865,334 | | |
RSU | | | 5/10/21 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,734 | | | | | | — | | | | | | — | | | | | | 1,153,793 | | |
| | | | | | | | | 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) | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
Vincent Pilette | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP | | | | | | | | | | | — | | | | | | 1,187,500 | | | | | | 2,375,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
RSU | | | | | 7/8/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,157 | | | | | | — | | | | | | — | | | | | | 3,925,522 | | |
PRU TSR | | | | | 7/8/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 63,809 | | | | | | 127,618 | | | | | | 255,236 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,993,692 | | |
PRU Bookings and Margin Growth (BMG) | | | | | 7/8/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 127,618 | | | | | | 255,236 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,944,147 | | |
PRU VCP | | | | | 7/8/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 212,697 | | | | | | 425,393 | | | | | | 1,276,179 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,472,849 | | |
Ondrej Vlcek | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP | | | | | | | | | | | — | | | | | | 771,828 | | | | | | 1,543,656 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
RSU | | | | | 11/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 139,808 | | | | | | — | | | | | | — | | | | | | 3,163,855 | | |
RSU | | | | | 10/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,045 | | | | | | — | | | | | | — | | | | | | 2,702,335 | | |
PRU TSR | | | | | 10/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,767 | | | | | | 97,534 | | | | | | 195,068 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,437,098 | | |
PRU BMG | | | | | 10/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97,534 | | | | | | 195,068 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,026,757 | | |
PRU VCP | | | | | 10/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,557 | | | | | | 325,113 | | | | | | 975,339 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,177,147 | | |
Natalie M. Derse | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP | | | | | | | | | | | — | | | | | | 440,000 | | | | | | 880,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
RSU | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,241 | | | | | | — | | | | | | — | | | | | | 1,206,897 | | |
PRU TSR | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,466 | | | | | | 36,931 | | | | | | 73,862 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,535,222 | | |
PRU BMG | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,931 | | | | | | 73,862 | | | | | | — | | | | | | — | | | | | | — | | | | | | 905,178 | | |
Bryan S. Ko | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EAIP | | | | | | | | | | | — | | | | | | 424,000 | | | | | | 848,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
RSU | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,454 | | | | | | — | | | | | | — | | | | | | 1,114,078 | | |
PRU TSR | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,046 | | | | | | 34,091 | | | | | | 68,182 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,417,163 | | |
PRU BMG | | | | | 5/10/22 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,091 | | | | | | 68,182 | | | | | | — | | | | | | — | | | | | | — | | | | | | 835,570 | | |
| | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | | | 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 | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | — | | | | | | — | | | |||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | | 05/10/2021 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,182(6) | | | | | | 2,045,163 | | | | | | — | | | | | | — | | | |||||||||||||||||||||||||||||||
| | | 05/10/ | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | — | | | | | | — | | | |||||||||||||||||||||||||||||||||
Ondrej Vlcek | | | | | 11/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 139,808(10) | | | | | | 2,399,105 | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||
| | | 10/10/2022 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,045(11) | | | | | | 2,231,572 | | | | | | — | | | | | | — | | | |||||||||||||||||||||||||||||||
| | | 10/ | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97,534(3) | | | | | | 1,673,683 | | | ||||||||||||||||||||||||||||||
| | | 10/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 195,068(4) | | | | | | 3,347,367 | | | ||||||||||||||||||||||||||||||
| | | 10/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,557(5) | | | | | | 2,789,478 | | | ||||||||||||||||||||||||||||||
| | | 03/22/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,639(12) | | | | | | 834,645 | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||
Natalie M.Derse | | | | | 05/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,241(2) | | | | | | 844,976 | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||
| | | 05/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,931(3) | | | | | | 633,736 | | | ||||||||||||||||||||||||||||||
| | | 05/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,862(4) | | | | | | 1,267,472 | | | ||||||||||||||||||||||||||||||
| | | 12/10/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,750(13) | | | | | | 1,196,910 | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||
| | | 12/10/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 104,626(5) | | | | | | 1,795,382 | | | ||||||||||||||||||||||||||||||
| | | 05/10/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,671(6) | | | | | | 629,274 | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||
| | | 05/10/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,100 | | | | | | | | |||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,100 | | | | | | | | ||||||||||||||||||||||||||||||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | — | | | | | | — | | |
Name | | | Grant Date | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) ($) | | |||||||||||||||||||||||||||||||||||
BryanS.Ko | | | | | 05/10/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,454(2) | | | | | | 779,991 | | | | | | — | | | | | | — | | |
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | |||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | |||||
| | | 12/10/ | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,750 | | | | | | | | | | | — | | | | | | — | | | |||
| | | 12/10/ | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | ||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | — | | | | | | — | | | |||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,100 | | | | | | | | ||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,100 | | | | | | | | ||||
| | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | |||||||||||||||||||
| | | | | — | | | | | | — | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | | ||||||||||||
Vincent Pilette | | | | | — | | | | | | — | | | | | | 55,037 | | | | | | 1,534,982 | | |
Natalie M. Derse | | | | | — | | | | | | — | | | | | | 51,956 | | | | | | 1,449,053 | | |
Bryan S. Ko | | | | | — | | | | | | — | | | | | | 186,733 | | | | | | 4,982,277 | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | | ||||||||||||
Vincent Pilette | | | | | — | | | | | | — | | | | | | 541,736 | | | | | | 10,155,029 | | |
Ondrej Vlcek | | | | | — | | | | | | — | | | | | | 22,120(3) | | | | | | 446,160 | | |
Natalie M. Derse | | | | | — | | | | | | — | | | | | | 221,819 | | | | | | 4,135,792 | | |
Bryan S. Ko | | | | | — | | | | | | — | | | | | | 187,348 | | | | | | 3,653,407 | | |
| | Non-Qualified Deferred Compensation | | | | Non-Qualified Deferred Compensation | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($) | | Aggregate Earnings in Last Fiscal Year ($)(2) | | Aggregate Withdrawals/ Distributions (#) | | Aggregate Balance at Last Fiscal Year-End ($)(3) | | | Executive Contributions in Last Fiscal Year ($)(1) | | Registrant Contributions in Last Fiscal Year ($) | | Aggregate Earnings in Last Fiscal Year ($)(2) | | Aggregate Withdrawals/ Distributions (#) | | Aggregate Balance at Last Fiscal Year-End ($)(3) | | ||||||||||||||||||||||||||||||||||||||||
Vincent Pilette | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
Ondrej Vlcek | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Natalie M. Derse | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||
Bryan S. Ko | | | | 93,462 | | | | | — | | | | | 4,078 | | | | | — | | | | | 204,010 | | | | | | 228,288.45 | | | | | — | | | | | -2,755.12 | | | | | — | | | | | 427,218.91 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Option Vesting ($) | | | PRU Vesting ($) | | | RSU Vesting ($) | | |||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 1,747,586 | | | | | | 32,800 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 2,025,000 | | | | | | — | | | | | | — | | | | | | 13,927,818 | | | | | | 7,802,498 | | |
Termination Due to Death or Disability | | | | | — | | | | | | — | | | | | | — | | | | | | 13,927,818 | | | | | | 7,802,498 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Outplacement Services ($)(1) | | | Option Vesting ($) | | | RSU Vesting ($) | | | PSU Vesting ($) | | ||||||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 1,840,625 | | | | | | 3,836 | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 2,137,500 | | | | | | | | | | | | | | | | | | — | | | | | | 5,938,098 | | | | | | 16,258,362 | | |
Termination Due to Death or Disability | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 5,938,098 | | | | | | 16,258,362 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Option Vesting ($) | | | PRU Vesting ($) | | | RSU Vesting ($) | | |||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 803,836 | | | | | | 29,390 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | 10,648,385 | | | | | | 4,753,294 | | |
Termination Due to Death or Disability | | | | | — | | | | | | — | | | | | | — | | | | | | 10,648,385 | | | | | | 4,753,294 | | |
| | | Severance Pay ($) | | | COBRA Premiums(1) ($)(1) | | | Outplacement Services(2) ($) | | | Option Vesting ($) | | | RSU Vesting ($) | | | PSU Vesting ($) | | ||||||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 1,350,699 | | | | | | — | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 1,543,656 | | | | | | | | | | | | | | | | | | — | | | | | | 5,465,322 | | | | | | 8,926,305 | | |
Termination Due to Death or Disability | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 5,465,322 | | | | | | 8,926,305 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Option Vesting ($) | | | PRU Vesting ($) | | | RSU Vesting ($) | | |||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 803,836 | | | | | | 32,120 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | 9,831,187 | | | | | | 5,298,785 | | |
Termination Due to Death or Disability | | | | | — | | | | | | — | | | | | | — | | | | | | 9,831,187 | | | | | | 5,298,785 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Outplacement Services(1) ($) | | | Option Vesting ($) | | | RSU Vesting ($) | | | PSU Vesting ($) | | ||||||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 880,000 | | | | | | 3,836 | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 990,000 | | | | | | | | | | | | | | | | | | — | | | | | | 3,116,942 | | | | | | 6,267,055 | | |
Termination Due to Death or Disability | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 3,116,942 | | | | | | 6,267,055 | | |
| | | Severance Pay ($) | | | COBRA Premiums ($) | | | Outplacement Services(1) ($) | | | Option Vesting ($) | | | RSU Vesting ($) | | | PSU Vesting ($) | | ||||||||||||||||||
Involuntary Termination Upon Termination Without Cause | | | | | 848,000 | | | | | | 3,836 | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | — | | |
Change of Control Involuntary Termination Without Cause or Constructive Termination Within 12 Months | | | | | 954,000 | | | | | | | | | | | | | | | | | | — | | | | | | 2,892,352 | | | | | | 6,169,587 | | |
Termination Due to Death or Disability | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 2,892,352 | | | | | | 6,169,587 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | ||||||||||||||||||||||||
2023 | | | | $ | 25,291,365 | | | | | $ | 5,686,393 | | | | | $ | 9,006,551 | | | | | $ | (105,381) | | | | | $ | 108 | | | | | $ | 201 | | | | | $ | 1,349 | | | | | | 19% | | |
2022 | | | | $ | 13,517,505 | | | | | $ | 20,734,811 | | | | | $ | 12,126,077 | | | | | $ | 18,159,360 | | | | | $ | 156 | | | | | $ | 210 | | | | | $ | 836 | | | | | | 10% | | |
2021 | | | | $ | 13,829,574 | | | | | $ | 24,198,283 | | | | | $ | 4,001,474 | | | | | $ | 5,238,020 | | | | | $ | 120 | | | | | $ | 177 | | | | | $ | 554 | | | | | | 11% | | |
| | | PEO | | | Non-PEO NEOs | |
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 | |
| | | | | | | | | 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 | | |||||||||||||||||||||||||||||||||
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 | | |
| | | | | | | | | 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 | | |||||||||||||||||||||||||||||||||
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 | | |
| 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 | | | | |
| | Year Ended | | | | Year Ended | | |||||||||||||||||||
| | April 1, 2022 | | April 2, 2021 | | | March 31, 2023 | | April 1, 2022 | | ||||||||||||||||
Diluted net income per share (GAAP) | | | $ | 1.41 | | | | $ | 0.92 | | | |||||||||||||||
Adjustments to diluted net income per share | | | | | | | | | | | | |||||||||||||||
Diluted net income (loss) per share (GAAP) | | | $ | 2.16 | | | | $ | 1.41 | | | |||||||||||||||
Adjustments to diluted net income (loss) per share | | | | | | | | | | | | |||||||||||||||
Contract liabilities fair value adjustment | | | $ | 0.02 | | | | $ | 0.01 | | | | | $ | — | | | | $ | 0.02 | | | ||||
Stock-based compensation | | | $ | 0.12 | | | | $ | 0.12 | | | | | $ | 0.20 | | | | $ | 0.12 | | | ||||
Amortization of intangible assets | | | $ | 0.21 | | | | $ | 0.18 | | | | | $ | 0.49 | | | | $ | 0.21 | | | ||||
Restructuring and other costs | | | $ | 0.05 | | | | $ | 0.27 | | | | | $ | 0.11 | | | | $ | 0.05 | | | ||||
Acquisition and integration costs | | | $ | 0.06 | | | | $ | 0.01 | | | | | $ | 0.12 | | | | $ | 0.06 | | | ||||
Litigation settlement charges | | | $ | 0.34 | | | | $ | 0.05 | | | |||||||||||||||
Litigation costs | | | $ | 0.05 | | | | $ | 0.34 | | | |||||||||||||||
Other | | | $ | 0.01 | | | | $ | 0.00 | | | | | $ | 0.03 | | | | $ | 0.01 | | | ||||
Non-cash interest expense | | | $ | 0.01 | | | | $ | 0.02 | | | | | $ | 0.03 | | | | $ | 0.01 | | | ||||
Loss (gain) on extinguishment of debt | | | $ | 0.01 | | | | $ | (0.03) | | | | | $ | 0.01 | | | | $ | 0.01 | | | ||||
Gain on sale of properties | | | $ | (0.30) | | | | $ | (0.16) | | | | | $ | — | | | | $ | (0.30) | | | ||||
Total adjustments to GAAP income from continuing operations before income taxes | | | $ | 0.54 | | | | $ | 0.45 | | | |||||||||||||||
Total adjustments to GAAP income (loss) before income taxes | | | $ | 1.04 | | | | $ | 0.54 | | | |||||||||||||||
Adjustment to GAAP provision for income taxes | | | $ | (0.20) | | | | $ | (0.16) | | | | | $ | (1.41) | | | | $ | (0.20) | | | ||||
Total adjustment to continuing operations, net of taxes | | | $ | 0.34 | | | | $ | 0.28 | | | |||||||||||||||
Discontinued operations | | | | — | | | | $ | 0.24 | | | |||||||||||||||
Diluted net income per share (Non-GAAP) | | | $ | 1.75 | | | | $ | 1.44 | | | |||||||||||||||
Operating income | | | $ | 1,005 | | | | $ | 896 | | | |||||||||||||||
Total adjustment to income (loss), net of taxes | | | $ | (0.37) | | | | $ | 0.34 | | | |||||||||||||||
Incremental dilution effect | | | $ | 0.01 | | | | $ | — | | | |||||||||||||||
Diluted net income (loss) per share (Non-GAAP) | | | $ | 1.81 | | | | $ | 1.75 | | | |||||||||||||||
Operating income (loss) | | | $ | 1,227 | | | | $ | 1,005 | | | |||||||||||||||
Contract liabilities fair value adjustment | | | $ | 11 | | | | $ | 5 | | | | | $ | 2 | | | | $ | 11 | | | ||||
Stock-based compensation | | | $ | 70 | | | | $ | 71 | | | | | $ | 123 | | | | $ | 70 | | | ||||
Amortization of intangible assets | | | $ | 124 | | | | $ | 105 | | | | | $ | 308 | | | | $ | 124 | | | ||||
Restructuring and other costs | | | $ | 31 | | | | $ | 161 | | | | | $ | 69 | | | | $ | 31 | | | ||||
Acquisition and integration costs | | | $ | 37 | | | | $ | 4 | | | | | $ | 77 | | | | $ | 37 | | | ||||
Litigation settlement charges | | | $ | 202 | | | | $ | 29 | | | |||||||||||||||
Operating income (Non-GAAP) | | | $ | 1,480 | | | | $ | 1,271 | | | |||||||||||||||
Litigation costs | | | $ | 29 | | | | $ | 202 | | | |||||||||||||||
Operating income (loss) (Non-GAAP) | | | $ | 1,835 | | | | $ | 1,480 | | | |||||||||||||||
Net Revenues | | | $ | 2,796 | | | | $ | 2,551 | | | | | $ | 3,338 | | | | $ | 2,796 | | | ||||
Operating margin | | | | 35.9% | | | | | 35.1% | | | |||||||||||||||
Operating margin (Non-GAAP) | | | | 52.7% | | | | | 49.7% | | | |||||||||||||||
Operating cash flow (GAAP) | | | $ | 974 | | | | $ | 706 | | | |||||||||||||||
Purchases of property and equipment | | | $ | (6) | | | | $ | (6) | | | |||||||||||||||
Free cash flow (Non-GAAP) | | | $ | 968 | | | | $ | 712 | | |
| | | Year Ended | | |||||||||
| | | March 31, 2023 | | | April 1, 2022 | | ||||||
Operating margin | | | | | 36.8% | | | | | | 35.9% | | |
Operating margin (Non-GAAP) | | | | | 54.9% | | | | | | 52.7% | | |
Operating cash flow (GAAP) | | | | $ | 757 | | | | | $ | 974 | | |
Purchases of property and equipment | | | | $ | (6) | | | | | $ | (6) | | |