Bryan Ko
About Bryan Ko
Bryan S. Ko is Gen Digital’s Chief Operating Officer, Chief Legal Officer and Secretary; he was appointed COO on November 3, 2025 while retaining his CLO and Secretary roles, with no changes to compensation in connection with the appointment . He has served as CLO, Secretary and Head of Corporate Affairs since January 2020; age 54 as of July 14, 2025; education includes an MBA and BA from UC Berkeley and a JD from Rutgers University School of Law . Company performance metrics relevant to his pay-for-performance program include FY25 total shareholder return (TSR) of $161 on a $100 base (peer group $310), Net Income of $643 million, and Net Revenue Growth of 4%; prior years show TSR progression of $120→$154→$100→$134→$161 over FY21–FY25, which anchor design of relative TSR PRUs and bookings/operating margin targets used in NEO compensation . Gen’s FY25 annual incentive plan for NEOs was 100% tied to bookings growth with a non‑GAAP operating income gate and a +/-10% responsible business modifier; FY25 payouts funded at 138% with a +7% responsible business adjustment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gen Digital | Chief Legal Officer, Secretary and Head of Corporate Affairs | Jan 2020–present | Executive officer overseeing Legal and Corporate Affairs; later appointed COO (Nov 3, 2025) to drive operations; compensation terms unchanged at appointment . |
| Logitech International | General Counsel, Corporate Secretary and Head of Corporate Development | Jan 2015–Jan 2020 | Led legal, corporate secretary, and corporate development functions, supporting strategic transactions and governance . |
| Fuhu, Inc. | General Counsel and Corporate Secretary | 2014 | Late-stage startup GC role . |
| Electronics For Imaging (EFI) | Various legal roles; last six years as General Counsel and VP of Strategic Relations | 2000–2014 | Senior legal leadership and strategic relations supporting business operations and partnerships . |
| Shearman & Sterling | Associate, M&A and Real Property groups | Pre-2000 | Transactional experience in M&A and real estate . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Mr. Ko in the proxy . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Base Salary ($) | 496,154 | 524,231 | 530,000 | 530,000 (no FY25 increase vs FY24) |
| Target Bonus (% of salary) | 100% (pre-departure design baseline; see EAIP framework) | 80% | 80% | 80% (Target $424,000) |
| Actual Annual Bonus ($) | 420,000 | 359,128 | 360,400 | 614,800 (138% company funding; +7% responsible business modifier) |
| All Other Compensation ($) | 16,330 | 10,598 | 13,500 | 11,000 (401k $6,000; financial planning $5,000) |
Notes: FY25 EAIP design weighted 100% to bookings growth with non‑GAAP operating income as a gate (+/-10% responsible business modifier) . FY25 base salaries for NEOs were unchanged vs FY24 .
Performance Compensation
Cash Annual Incentive (EAIP) – FY25
| Metric | Weight | Target/Threshold/Max | Actual | Payout/Vesting |
|---|---|---|---|---|
| Bookings Growth | 100% | Threshold 95%=0%; Target 100%=100%; Max 103%=200% | 101.1% of plan | Company funding 138%; +7% responsible business modifier applied; Mr. Ko payout $614,800, paid FY26 . |
| Non‑GAAP Operating Income (Gate) | Gate | Must meet FY24 non‑GAAP operating profit dollars level prior to any payout | 104.0% | Gate met; no incremental funding from this metric . |
| Responsible Business Modifier | +/-10% | Applied post-funding based on representation goals and contributions | +7% | Applied uniformly to NEOs for FY25 . |
Equity Awards Granted in FY25 (Grant date 5/10/2024)
| Grant Type | Shares/Targets | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSU | 75,865 | 1,779,793 | 33%/33%/34% on May 1, 2025/2026/2027 | Time-based . |
| PRU – TSR (relative to Nasdaq Composite) | Target 56,899; Threshold 28,450? (table shows 28,450? Actually threshold 28,450?); Max 113,798 | 2,356,188 | End of FY27 (performance period 4/1/2024–4/2/2027) | 3-year relative TSR vs Nasdaq Composite Index; as of 3/28/2025 tracking above target so table reflects 200% (113,798) pursuant to SEC rules . |
| PRU – Bookings Growth & Non‑GAAP Operating Margin | Target 56,899; Threshold 14,225; Max 113,798 | 1,334,851 | End of FY27 (performance period 4/1/2024–4/2/2027) | Average bookings growth and average non‑GAAP operating margin >50% over FY25–FY27 . |
Outstanding Equity at FY25 Year-End (3/28/2025)
| Award | Unvested/Unearned Units (#) | Market Value ($) | Key Dates/Notes |
|---|---|---|---|
| 2024 RSU | 75,865 | 2,005,112 | 33/33/34 on 5/1/2025, 5/1/2026, 5/1/2027 . |
| 2024 PRU – TSR | 113,798 (shown at 200% per SEC since tracking > target) | 3,007,681 | Performance period ends FY27; vests post-certification . |
| 2024 PRU – BMG | 56,899 | 1,503,841 | Performance period ends FY27 . |
| 2023 RSU | 45,898 | 1,213,084 | Standard 3-year schedule . |
| 2023 PRU – TSR | 102,758 | 2,715,894 | End-of-period vest contingent on FY25 certification; FY23 cohort achieved 175% (TSR) and 200% (BMG) per committee certification after FY25 . |
| 2023 PRU – BMG | 51,379 | 1,357,947 | As above . |
| 2022 RSU | 15,454 | 408,449 | Time-based . |
| 2021 RSU | 104,626 | 2,765,265 | Time-based . |
Equity mix emphasizes performance: PRUs comprise the majority of long-term award opportunity, balanced across relative TSR and multi-year bookings/margin .
Multi‑Year Summary Compensation (NEO)
| Fiscal Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 496,154 | 11,197,900 | 420,000 | 16,330 | 12,130,384 |
| 2023 | 524,231 | 3,366,811 | 359,128 | 10,598 | 4,260,768 |
| 2024 | 530,000 | 3,522,881 | 360,400 | 13,500 | 4,426,781 |
| 2025 | 530,000 | 5,470,831 | 614,800 | 11,000 | 6,626,631 |
Equity Ownership & Alignment
- Beneficial ownership: 464,719 GEN shares as of July 14, 2025; less than 1% of outstanding; total shares outstanding 615,676,153 .
- Stock ownership guidelines for executives: 6x salary (CEO), 3x (CFO), 2x (other Section 16 officers like Mr. Ko); 5 years to comply; 50% net-share retention until compliant; CEO additional one-year post-exercise retention on options; as of June 15, 2025, all continuing NEOs either met requirements or had remaining time to do so .
- Hedging/pledging: Company prohibits short sales, hedging transactions, holding securities in margin accounts, or pledging GEN stock; quarterly trading windows enforced; 10b5‑1 plans permitted under policy with pre‑clearance for insiders . Insider trading policy governance in 10‑Q shows policy manager and approver structure within Legal .
- Potential selling pressure: FY25 TSR PRUs are currently reflected at 200% of target in outstanding awards tables due to tracking above target, implying a larger vesting settlement at the end of FY27 which could create supply around certification/settlement dates; RSUs also have a scheduled final tranche on May 1, 2027 .
Employment Terms
- Role and tenure: CLO/Secretary/Head of Corporate Affairs since January 2020; appointed COO effective November 3, 2025 with no changes to compensation arrangements at appointment (prior proxy terms remain in effect) .
- Executive Severance and Retention Plan (adopted Nov 3, 2025): For NEOs, cash severance equal to 2x base salary and 2x target annual bonus; six months outplacement; additional cash equal to 24 months of COBRA premiums if COBRA elected; prorated acceleration of PRSUs at target on qualifying termination; double‑trigger CIC benefits include full acceleration of equity awards (PRSUs at greater of actual performance or 100%) . The plan supersedes prior executive severance and retention plans; includes compensation recovery, dispute resolution, and compliance with Sections 280G and 409A; see Exhibit 10.1 to the 8‑K .
- Legacy (as of 3/28/2025) termination/CIC illustrative values for Mr. Ko (pre‑Plan): Severance pay $848,000 on involuntary termination without cause; in a CIC termination, severance $954,000 with RSU vesting $3,626,645 and PRU vesting $13,056,129; outplacement services estimated at $23,016 in non‑CIC termination (equity intrinsic values based on $26.43 share price) .
- Clawback: Policy adopted Oct 3, 2023 to comply with Dodd‑Frank; extends to material violations of the Code of Conduct, Financial Code of Ethics, or other policies (not just restatements) .
- No SERP and no excise tax gross‑ups: Company states no executive pension/SERP and no golden parachute excise tax gross‑ups .
Say‑on‑Pay, Shareholder Feedback, and Governance Signals
- Say‑on‑pay: FY25 proxy reports prior FY24 say‑on‑pay passed with ~95% approval, reflecting support for pay design . At the September 9, 2025 Annual Meeting, advisory vote to approve executive compensation was approved (430,371,035 For; 30,818,609 Against; 1,956,690 Abstentions; 28,184,190 Broker Non‑Votes) .
- Governance practices: Double‑trigger CIC equity vesting, robust ownership guidelines, minimum 1‑year vesting on stock awards, no hedging/pledging, and clawback policy .
Investment Implications
- Alignment and incentives: Mr. Ko’s pay mix is heavily at‑risk with strong linkage to bookings growth (annual) and multi‑year relative TSR and bookings/margin (long‑term), supporting performance alignment; FY25 EAIP funded at 138% with a +7% modifier, and PRU structures create multi‑year performance accountability .
- Retention and severance economics: The new Executive Severance and Retention Plan increases cash severance to 2x salary and 2x target bonus with full CIC acceleration (PRSUs at greater of actual or 100%), enhancing retention but potentially drawing shareholder scrutiny versus prior stated practice of not exceeding 1x cash severance; nonetheless, the plan standardizes treatment and clarifies Rule‑of‑65 retirement vesting, which can reduce uncertainty in transitions .
- Ownership and selling pressure: Robust anti‑hedging/pledging and ownership guidelines reduce misalignment risk; however, multiple RSU tranches and PRUs scheduled to settle around FY27 (with FY25 TSR PRUs currently reflected at 200% of target) could create episodic selling pressure at vesting/certification dates, typically executed under 10b5‑1 plans and within trading windows .
- Governance risk signals: Strong say‑on‑pay support and comprehensive clawback mitigate governance risk; no SERP and no excise tax gross‑ups are shareholder‑friendly. The November 2025 severance plan change (to 2x multiples) is a watch item for pay practices drift; monitoring future proxy disclosures and investor feedback will be important .
References: All data and quotations from Gen Digital’s DEF 14A (filed July 28, 2025), 8‑Ks (Sept 12, 2025; Nov 7, 2025), and 10‑Q (Nov 7, 2025), as cited above.